Item 1.01 Entry into a Material Definitive Agreement



On June 9, 2022, Air T, Inc. ("Company"), Jet Yard, LLC and Minnesota Bank &
Trust ("MBT") entered into Amendment No. 1 to Third Amended and Restated Credit
Agreement ("Amendment") and a related Overline Note ("Overline Note") in the
original principal amount of $5,000,000. The Amendment and Note memorialize an
increase to the amount that may be drawn by the Company on the MBT revolving
credit agreement from $17 million to $22 million. The total amount of borrowings
under the facility as revised is now the Company's calculated borrowing base or
$22 million. The borrowing base calculation methodology remains unchanged.
The interest rate on borrowings under the facility that are less than $17
million remains at the greater of 2.50% or Prime minus 1%. The interest rate
applicable to borrowings under the facility that exceed $17 million is the
greater of 2.50% or Prime plus 0.5%. The commitment fee on unused borrowings
below $17 million remains at 0.11%. The commitment fee on unused borrowings
above $17 million is 0.20%. The Amendment also includes an additional covenant
to the credit agreement, namely the requirement that the Company provide
inventory appraisals for AirCo, AirCo Services and Worthington to MBT twice a
year.
The Overline loan and commitment mature on the earlier of March 31, 2023 or the
date on which the Company receives all funds from the Company's Employee
Retention Credit application (estimated at approximately $9.1 million) filed on
or about January 24, 2022 plus the full receipt of the Company's carryback tax
refund for the year (estimated at approximately $2.6 million) filed on or about
August 19, 2021. Both were applied for under different components of the CARES
Act. It is not possible to estimate when, or if, these funds may be received.
Each of the Company subsidiaries that has guaranteed the MBT revolving facility
executed a guaranty acknowledgment in which they agreed to guaranty the Overline
Loan and acknowledged, among other things, that the Overline Loan would not
impair the lenders rights under the previously executed guaranty or security
agreement.
The foregoing summary of the terms of the Amendment and the Overline Loan is
qualified in its entirety by reference to the Amendment, the form of Overline
Note and the form of Guarantee Acknowledgment filed as Exhibits 10.1, 10.2 and
10.3 filed 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.

Updated Investor Presentation. The Company updated its investor presentation to potential investor groups for the purposes of use at an Investor Meeting in Zurich, Switzerland on June 8, 2022 and thereafter. A copy of the PowerPoint Presentation to be used by the Company for such presentations is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibits 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibits 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.




Item 9.01 Financial Statements and Exhibits
10.1        Amendment No. 1 to Third Amended and Restated Credit Agreement by and between Air

T, Inc, Jet Yard, LLC and Minnesota Bank & Trust dated June 9, 2022. 10.2 Form of Overline Promissory Note dated June 9, 2022. 10.3 Guarantee Acknowledgment dated June 9, 2022.

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