8.	Financing Arrangements

April 1, 2015,

the Company replaced its existing

$7.0

million credit line with a senior secured revolving credit facility of

$20.0

million (the “Revolving Credit Facility”). The Revolving Credit Facility includes a

$500,000

sublimit for issuances of letters of credit. Under the Revolving Credit Facility, each of the Company and its wholly-owned operating subsidiaries

may

make borrowings. Initially, borrowings under the Revolving Credit Facility bear interest (payable monthly) at an annual rate of

one

-month LIBOR plus

1.50%,

although the interest rates under the Revolving Credit Facility are subject to incremental increases 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%.

Amounts applied to repay borrowings under the Revolving Credit Facility

may

be reborrowed, subject to the terms of the facility.

July 15, 2016,

the Company and its subsidiaries, Mountain Air Cargo, Inc., Global Ground Support, LLC, CSA Air, Inc., Global Aviation Services, LLC and Air T Global Leasing, LLC entered into a First Amendment dated as of

July 15, 2016 (

the “First Amendment”) with Branch Banking and Trust Company (“BB&T”) to amend the Credit Agreement (as amended, the “Credit Agreement”) governing the Revolving Credit Facility. The First Amendment modified the Credit Agreement to

not

require that Contrail Aviation Support, LLC and Delphax be joined as borrowers under the Credit Agreement, to permit the limited guaranty of certain indebtedness of Contrail Aviation Support, LLC, to revise certain covenants to address the treatment of Contrail Aviation Support, LLC and Delphax, and to effect conforming and other changes to defined terms. On

August 9, 2016,

the Company and such subsidiaries entered into a Second Amendment dated as of

August 9, 2016 (

the “Second Amendment”) with BB&T to further amend the Credit Agreement. The Second Amendment modified the Credit Agreement to increase the maximum amount available for borrowing under the Revolving Credit Facility from

$20.0

million to

$25.0

million, to extend the maturity of the Revolving Credit Facility from

April 1, 2017

April 1, 2018

and to adjust certain financial covenants. For additional discussion of the First Amendment and the Second Amendment, see Note

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. As discussed in Note

assets of Delphax can only be used to satisfy the obligations of Delphax. Furthermore, Delphax

’s creditors do

not

have recourse to the assets of Air T, Inc. or its subsidiaries.

The Credit Agreement 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 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 ending

March 31, 2017,

50%

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

1.35

1.0,

a maximum consolidated leverage ratio of

3.5

1.0,

a minimum consolidated asset coverage ratio of

1.25

1.0

for the quarter ended

June 30, 2016

and the quarter ending

September 30, 2016,

1.50

1.0

for the quarters ending

December 31, 2016

and

March 31, 2017,

and

1.75

1.0

thereafter, 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 agreement governing the Credit Agreement 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 Corporation, and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole.

As of

June 30, 2016,

the Company had outstanding borrowings under the Revolving Credit Facility of approximately

$3.3

million. This balance is classified within long-term liabilities on the accompanying

June 30, 2016

condensed consolidated balance sheet.

borrowings under the Revolving Credit Facility were outstanding at

March 31, 2016.

As of

June 30, 2016,

Delphax, through its Canadian subsidiary, maintained a debt facility pursuant to the Senior Credit Agreement consisting of a

$7.0

million revolving senior secured credit facility, subject to a borrowing base of North American accounts receivable and inventory. Because the Senior Credit Agreement prohibits the payment of cash dividends, the facility is

not

a source of liquidity to Air T, Inc. or any of its subsidiaries. Neither Air T, Inc.

nor any of its subsidiaries is a guarantor of Delphax’s obligations under the Senior Credit Agreement. The facility is secured by substantially all of Delphax’s North American assets, expires in

November 2018,

and is subject to certain financial covenants. The facility provides for interest based upon the prime rate plus a margin (

4.25%

as of

June 30, 2016).

As of

June 30, 2016,

Delphax had aggregate borrowings of approximately

$2.1

million (approximately

$1.8

million at

March 31, 2016)

outstanding under the Senior Credit Agreement. As was the case at

March 31, 2016,

Delphax has advised that at

June 30, 2016

it was

not

in compliance with financial covenants under the Senior Credit Agreement. Due to Delphax

’s noncompliance with financial covenants, the lender has the contractual right to cease permitting borrowings under the Senior Credit Agreement and to declare all amounts outstanding due and payable immediately. As of the date of this report the lender has neither made such declaration, nor waived its right to do so and Delphax has continued to make borrowings under the Senior Credit Agreement. As of the date of this report, Delphax has

not

regained compliance with these financial covenants.

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 such as debt and lease agreements.