BUSINESS PURPOSE PROMISSORY NOTE (fixed rate//principal and interest) Loan Number: 1000122039Airnet Systems Inc • March 31st, 2005 • Air transportation, scheduled
For value received, receipt of which is hereby acknowledged, the undersigned (“Borrower”) promises to pay to the order of CHASE EQUIPMENT LEASING INC. (f/k/a Banc One Leasing Corporation) (“Lender”) at its principal office or at such other place as Lender may designate from time to time in lawful money of the United States of America, the principal sum of ELEVEN MILLION and 00/100ths Dollars ($11,000,000.00), or such lesser portion thereof as may have from time to time been disbursed to, or for the benefit of Borrower, and as remains unpaid pursuant to the books or records of Lender, together with interest at the Interest Rate set forth below on the unpaid balance of principal advanced from the date(s) of disbursement until paid in full as set forth below. Principal sums(s) disbursed and repaid will not be available for redisbursement. Interest shall be calculated on a 360-day year basis with each month consisting of 30 days.
ASSIGNMENT AGREEMENTAssignment Agreement • March 31st, 2005 • Airnet Systems Inc • Air transportation, scheduled • Ohio
This Assignment Agreement (this “Assignment Agreement”) between Fifth Third Bank, an Ohio banking corporation (the “Assignor”), and The Huntington National Bank, a national banking association (the “Assignee”), is dated effective as of March 24, 2005 (the “Effective Date”). The parties hereto agree as follows:
ASSIGNMENT AGREEMENTAssignment Agreement • March 31st, 2005 • Airnet Systems Inc • Air transportation, scheduled • Ohio
This Assignment Agreement (this “Assignment Agreement”) between Fifth Third Bank, an Ohio banking corporation (the “Assignor”), and JPMorgan Chase Bank, N.A., a national banking association (the “Assignee”), successor by merger to Bank One, N.A. (Columbus Office), is dated effective as of March 24, 2005 (the “Effective Date”). The parties hereto agree as follows:
SECOND CHANGE IN TERMS AGREEMENTSecond Change in Terms Agreement • March 31st, 2005 • Airnet Systems Inc • Air transportation, scheduled • Ohio
THIS SECOND CHANGE IN TERMS AGREEMENT (this “Change in Terms”), is made and entered into effective as March 24, 2005, 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.
LOAN AND SECURITY AGREEMENT (aircraft) Loan Number: 1000122039Loan and Security Agreement • March 31st, 2005 • Airnet Systems Inc • Air transportation, scheduled • New York
This Agreement is dated as of March 24, 2005 and is executed by and between CHASE EQUIPMENT LEASING INC. (“Lender”), with Lender’s principal office located at 1111 Polaris Parkway, Suite A3 (OH1-1085), Columbus, Ohio 43240 and the borrower identified below (“Borrower”):
REPLACEMENT REVOLVING LOAN NOTEReplacement Revolving Loan Note • March 31st, 2005 • Airnet Systems Inc • Air transportation, scheduled
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of May 28, 2004, as amended by that certain Change in Terms Agreement dated November 12, 2004, by that certain Second Change in Terms Agreement, dated of even date herewith (the “Second Change in Terms”), and as the same may be further amended, modified, supplemented, extended, restated and replaced from time to time (the “Agreement”), among the Borrower, the Lenders party thereto, including the Lender, the Swingline Lender, the LC Issuer and The Huntington National Bank, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
REPLACEMENT REVOLVING LOAN NOTEAirnet Systems Inc • March 31st, 2005 • Air transportation, scheduled
This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of May 28, 2004, as amended by that certain Change in Terms Agreement dated November 12, 2004, by that certain Second Change in Terms Agreement, dated of even date herewith (the “Second Change in Terms”), and as the same may be further amended, modified, supplemented, extended, restated and replaced from time to time (the “Agreement”), among the Borrower, the Lenders party thereto, including the Lender, the Swingline Lender, the LC Issuer and The Huntington National Bank, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.
