EXHIBIT
4.43


 


REPLACEMENT REVOLVING LOAN NOTE


 


March 24,
2005


 


$11,250,000


 


AirNet Systems, Inc., an Ohio corporation (the “Borrower”),
promises to pay to the order of Bank One, N.A. (the “Lender”) the principal sum
of $11,250,000, or such lesser amount as shall equal the unpaid principal
amount of each Revolving Loan made by the Lender to the Borrower pursuant to Article II
of the Agreement (as hereinafter defined), in immediately available funds at
the main office of The Huntington National Bank in Columbus, Ohio, as
Administrative Agent, together with interest thereon at the rate or rates set
forth in the Agreement.  The Borrower
shall pay the principal of and accrued and unpaid interest on such Revolving
Loans as set forth in the Agreement.


 


The
Lender shall, and is hereby authorized to, record by entries made by the Lender
into its electronic data processing system and/or internal memoranda maintained
by the Lender, or to otherwise record in accordance with its usual practice,
the date and amount of each such Revolving Loan and the date and amount of each
principal and interest payment hereunder. 
The Borrower agrees that the sum or sums shown on such schedule, the
most recent printout from the Lender’s electronic data processing system and/or
such memoranda shall be rebuttably presumptive evidence of the amount of the
outstanding principal, interest or any other amount due under this Note; provided, however, that the failure of the Lender to make
any such entry(s) shall not affect the obligation of the Borrower to repay
outstanding principal, interest or any other amount due under this Note in
accordance with the terms hereof.


 


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.


 


This Note is given (i) as replacement for and as
evidence of the outstanding indebtedness owing by Borrower to Lender in
connection with the Revolving Loans, as originally evidenced by that certain
Revolving Loan Note dated September 30, 2002, given by Borrower to Lender
in the face amount of $9,545,454.50, and (ii) a portion equal to 37.5% of
the Revolving Commitment of Fifth Third Bank (“Fifth Third”), which portion of
the Fifth Third Revolving Commitment was assigned by Fifth Third to Lender
pursuant to that certain Assignment Agreement by and between Lender and Fifth
Third in connection with the Second Change in Terms.


 





















 


The Borrower hereby irrevocably authorizes any attorney-at-law,
including any attorney-at-law employed or retained by the Administrative Agent
and/or the Lender, to appear for it in any action on this Note at any time
after the same becomes due as herein provided in any court of record situated
in the county where this warrant was signed (being Franklin County, Ohio), or
in the county where the Borrower then resides or can be found, to waive the
issuing and service of process, and confess a judgment in favor of the holder
of this Note against the Borrower, for the amount that may then be due, with
interest at the rate(s) provided for herein, together with the costs of suit,
and to waive and release all errors in said proceedings and the right to appeal
from the judgment rendered.  The Borrower
consents to the jurisdiction and venue of such court.  The Borrower waives any conflict of interest
that any attorney-at-law employed or retained by the Administrative Agent
and/or the Lender may have in confessing judgment hereunder and consents to the
payment of a legal fee to any attorney-at-law confessing judgment hereunder.


 


	
   

  	
  AIRNET SYSTEMS, INC.

  an Ohio corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
   

  	
  Joel E. Biggerstaff,
  President

  & Chief Executive Officer

  



 


 


WARNING – BY SIGNING THIS PAPER YOU GIVE UP
YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF
YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.