Item 1.01. Entry into a Definitive Material Agreement

On September 28, 2009, Air T, Inc. (the "Company") and its subsidiaries entered into Amendment No. 1 to Loan Agreement dated September 22, 2009 (the "Amendment") with Bank of America, N.A. The Amendment is to the Loan Agreement dated September 18, 2007 covering the Company's $7,000,000 revolving line of credit. The Amendment makes the following changes to the Loan Agreement:

1. The availability period for the line of credit is extended to August 31, 2011.
2. The interest rate is changed from 1.37 to 1.50 percentage points over The British Bankers Association Libor daily floating rate.
3. The covenants relating to Debt to Worth Ratio and Funded Debt to EDITDA Ratio have been deleted in their entirety.
4. A covenant has been added requiring the company to maintain a Basic Fixed Charge Coverage Ratio of 1.5 to 1.0, as defined.

All other terms and conditions of the Loan Agreement remain in full force and effect.

A copy of the Amendment No. 1 to Loan Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The description of the Amendment contained herein is qualified in its entirety by the terms of the Amendment incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 10.1 Amendment No. 1 to Loan Agreement dated as of September 22, 2009 between the Company and its subsidiaries and Bank of America, N.A.