AMENDMENT NO. 1 TO LOAN AGREEMENT
This Amendment
No. 1 (the "Amendment") dated as of September 22, 2009, is between
Bank of America,
N.A. (the
"Bank") and Air T, Inc., Mountain Air Cargo Inc, Mac Aviation
Services LLC, Global Ground Support, LLC, CSA Air, Inc. and Global
Aviation Services, LLC (the "Borrower").
A. The Bank and the Borrower entered into a
certain Loan Agreement dated as of September 18, 2007 (together
with any previous amendments, the "Agreement").
B. The Bank and
the Borrower desire to amend the Agreement.
1.
Definitions . Capitalized terms used but not defined in this
Amendment shall have the meaning given
to them in the
Agreement.
2. Amendments . The Agreement is hereby
amended as follows:
2.1 Paragraph
8.3 and 8.4 is hereby deleted in its entirety.
2.2 The
following Paragraph 8.23 is hereby added:
8.23
Basic Fixed Charge Coverage Ratio . To maintain on a
consolidated basis a Basic Fixed Charge
Coverage Ratio
of at least 1.50:1.0.
"Basic Fixed Charge Coverage Ratio" means the
ratio of (a) the sum of EBITDA plus lease expense and
rent expense,
minus income tax, minus dividends, withdrawals, and other
distributions, to (b) the sum of interest
expense, lease
expense, rent expense, the current portion of long term debt and
the current portion of capitalized lease obligations.
"EBITDA" means
net income, less income or plus loss from discontinued operations
and extraordinary items, plus income taxes, plus interest expense,
plus depreciation, depletion, and amortization.
This ratio will
be calculated at the end of each reporting period for which the
Bank requires financial statements, using the results of the
twelve-mon
