0001104659-04-036105 Sample Contracts

AIRNET SYSTEMS, INC. Corporate Guaranty
Airnet Systems Inc • November 15th, 2004 • Air transportation, scheduled • Ohio

Loan Documents: all documents executed by Borrower in connection with Loan No. 1000119771, including the Loan and Security Agreement (the “Loan Agreement”) and the Business Purpose Promissory Note

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AIRNET SYSTEMS, INC. Loan and Security Agreement Loan Number: 1000119649
And Security Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled • Ohio

This Agreement is dated as of June 29, 2004 and is executed by and between BANC ONE LEASING CORPORATION (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):

AIRNET SYSTEMS, INC. Business Purpose Promissory Note
Loan and Security Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled

This Note is executed together with the Loan and Security Agreement dated as of July 12, 2004 (the “Loan Agreement”) and is executed at Columbus, Ohio.

AIRNET SYSTEMS, INC. Business Purpose Promissory Note
Airnet Systems Inc • November 15th, 2004 • Air transportation, scheduled

This Note is executed together with the Loan and Security Agreement dated as of June 30, 2004 (the “Loan Agreement”) and is executed at Columbus, Ohio.

AIRNET SYSTEMS, INC. Change in Terms Agreement
Change in Terms Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled • Ohio

THIS CHANGE IN TERMS AGREEMENT (this “Change in Terms”), is made and entered into effective as of November 12, 2004, by and between AirNet Systems, Inc., an Ohio corporation (“Borrower”) and The Huntington National Bank, a national banking association, with a banking office at 41 South High Street, Columbus, Ohio 43215, in its capacity as administrative agent (“Agent”) for and on behalf of the Lenders from time to time party to the Credit Agreement described below. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement.

AIRNET SYSTEMS, INC. Business Purpose Promissory Note
Airnet Systems Inc • November 15th, 2004 • Air transportation, scheduled

This Note is executed together with the Loan and Security Agreement dated as of June 29, 2004 (the “Loan Agreement”) and is executed at Columbus Ohio.

AIRNET SYSTEMS, INC. Waiver Letter
Credit Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled

We refer to that certain Amended and Restated Credit Agreement (the “Credit Agreement”) dated May 28, 2004, by and among AirNet, The Huntington National Bank, as agent for and on behalf of the lenders from time to time party thereto (in such capacity, herein “Agent”), Bank One, N.A. (Main Office Columbus) (“Bank One”), Fifth Third Bank (“Fifth Third”) and The Huntington National Bank as a lender and the LC Issuer (in such capacity, herein “Huntington”). Each capitalized term used but not otherwise defined in this letter agreement (including all Exhibits hereto) shall have the meaning ascribed to it in the Credit Agreement.

AIRNET SYSTEMS, INC. Business Purpose Promissory Note
Airnet Systems Inc • November 15th, 2004 • Air transportation, scheduled

This Note is executed together with the Loan and Security Agreement dated as of June 15, 2004 (the “Loan Agreement”) and is executed at Columbus, Ohio.

AIRNET SYSTEMS, INC. Loan and Security Agreement Loan Number: 1000119641
Security Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled • Ohio

This Agreement is dated as of June 30, 2004 and is executed by and between BANC ONE LEASING CORPORATION (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):

AIRNET SYSTEMS, INC. Loan and Security Agreement Loan Number: 1000119771
Loan and Security Agreement • November 15th, 2004 • Airnet Systems Inc • Air transportation, scheduled • Ohio

This Agreement is dated as of July 12, 2004 and is executed by and between BANC ONE LEASING CORPORATION (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):

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