AMENDMENT NO. 2 TO LOAN DOCUMENTS
This Amendment No. 2 (the "Amendment") dated as of August 31, 2003, is
between Bank of America, N.A. ("Lender") and Air T, Inc. and Affiliates: CSA
Air, Inc., Mountain Air Cargo, Inc., Mountain Aircraft Services, LLC, and
Global Ground Support, LLC ("Borrower").
RECITALS
A. Borrower has executed various documents concerning credit extended
by the Lender, including, without limitation, the following documents (the
"Loan Documents"):
1. A certain Loan Agreement and Exhibit "A" Borrowing Base
Agreement dated as of May 23, 2001 and as amended on August 31, 2002
(together with any previous amendments, the "Loan Agreement").
B. Lender and Borrower desire to amend the Loan Documents.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Loan Documents.
2. Amendments to Loan Agreement. The Loan Agreement is hereby amended
as follows:
(a) Modification of Paragraph. The paragraph entitled
"AFFIRMATIVE COVENANTS under (A) Financial Condition subparagraph
(iii)" is hereby amended to read in its entirety as follows:
Maintain on a consolidated basis a ratio of Funded Debt to
EBITDA not exceeding 3.0:1.0. "Funded Debt" means all outstanding
liabilities for borrowed money and other interest-bearing liabilities,
including current and long-term debt, less the non-current portion of
Subordinated Liabilities. "EBITDA" means net income, less income or plus
loss from discontinued operations and extraordinary items, plus income taxes,
plus interest expense, plus depreciation, depletion, amortization and other
non-cash charges. This ratio will be calculated at the end of each reporting
period for which Bank requires financial statements from Borrower, using the
results of the twelve-month period ending with that reporting period.
"Subordinated Liabilities" means liabilities subordinated to Borrower's
obligations to Bank in a manner acceptable to Bank in its sole discretion.
(b) Modification of Paragraph. The paragraph entitled
"AFFIRMATIVE COVENANTS under Financial Statements and Other Information
(B [subparagraphs i & ii])" is hereby amended to read in its entirety:
i. Furnish to Bank annual audited financial statements and 10K
filings of Air T, Inc. for each fiscal year of Borrower,
within 150 days after the close of each such fiscal year.
These statements will be on a consolidated basis.
ii. Furnish to Bank company prepared 10Q filings and related
financial statements of Air T, Inc., including a balance
sheet and income statement for each quarter of each fiscal
year, within 60 days after the close of each such period.
These statements will be on a consolidated basis.
(c) Modification of Borrowing Base Agreement. The Borrowing Base
Agreement is modified as
follows:
"Maximum amount shall mean the lesser of $7,000,000.00 or the
Borrowing Base. The
"Borrowing Base" at any time, shall be equal to (i) 85% of
Eligible Accounts Receivables,
plus (ii) 50% of *Eligible Accounts Receivable - Accruals plus
(iii) 50% of
the value of Eligible Inventory plus, (iv) 40% of Eligible of
Inventory-parts, total
Eligible Inventory availability not to exceed 50% of loan balance
plus (v) 50% of adjusted
book value of Property, Plant and Equipment.
*As used herein, "Eligible Accounts Receivable - Accruals" shall
mean all accounts
receivable of Borrower which represent Borrower's right to
receive payment, which
are absolute and not contingent upon the fulfillment of any
condition whatsoever, but
have not yet been invoiced, due to an existing agreement with the
Customer.
(d) Addition to Borrowing Base Agreement. The following paragraph
is added to the Borrowing Base Agreement as follows:
"Rent at leased locations (subject to statutory or contractual
landlord's liens) if Borrowing
Base leverage goes over 70% for 90 days, reserves in the amount
of 2 times rent for the
Kansas location (Global) will be required.
(e) Addition of Reporting Requirement to Borrowing Base Agreement:
The following reporting
requirement is added as follows:
Accounts Payable Aging: Not later than 25 days after and as of
the end of each month, a
Summary Aging of Borrower's Trade Accounts Payable.
3. Representations and Warranties. When Borrower signs this
Amendment, Borrower represents and warrants to Lender that: (a) there is no
event which is, or with notice or lapse of time or both would be, a default
under the Loan Documents except those events, if any, that have been
disclosed in writing to Lender or waived in writing by Lender, (b) the
representations and warranties in the Loan Documents are true as of the date
of this Amendment as if made on the date of this Amendment, (c) this
Amendment does not conflict with any law, agreement, or obligation by which
Borrower is bound, and (d) this Amendment is within Borrower's powers, has
been duly authorized, and does not conflict with any of Borrower's
organizational papers.
4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Loan Documents shall remain in full force and
effect.
5. Counterparts. This Amendment may be executed in counterparts, each
of which when so executed shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
6. FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR
AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG
THE PARTIES.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
Bank of America, N.A.
By
Typed Name
Title
Air T, Inc. CSA Air, Inc.
By (Seal) By (Seal)
Typed Name Typed Name
Title Title
Mountain Air Cargo, Inc. Mountain Aircraft Services, LLC
By (Seal) By (seal)
Typed Name Typed Name
Title Title
]
Global Ground Support, LLC
By (Seal)
Typed Name
Title
Amend_lp.doc 1 02/28/02