EXHIBIT
4.41


 


ASSIGNMENT AGREEMENT


 


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:


 


1.                                       Preliminary Statement.  The
Assignor is a party to an Amended and Restated Credit Agreement dated May 28, 2004,
by and among AirNet Systems, Inc., an Ohio corporation, The Huntington National
Bank, a national banking association, as Administrative Agent for and on behalf
of the lenders (the “Lenders”) from time to time party thereto, and the Lenders
(as amended, modified, renewed or extended from time to time, the “Credit
Agreement”).  Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement.


 


2.                                       Assignment and Assumption.  The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, an interest in and to the Assignor’s
rights and obligations under the Credit Agreement and the other Loan Documents,
such that after giving effect to such assignment the Assignee shall have
purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents relating to the
facilities listed in Item 3 of Schedule 1. 
The Revolving Commitment and Outstanding Revolving Credit Exposure
purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.


 


3.                                       Payment Obligations.  In
consideration for the sale and assignment hereunder, the Assignee shall pay the
Assignor, on the Effective Date, the amount agreed to by the Assignor and the
Assignee.  On and after the Effective
Date, the Assignee shall be entitled to receive all payments of principal,
interest, Reimbursement Obligations and fees with respect to the interest
assigned hereby.  The Assignee will
promptly remit to the Assignor any interest on Loans and fees received from the
Administrative Agent which relate to the portion of the interest assigned to
the Assignee hereunder and not previously paid by the Assignee to the
Assignor.  In the event that either party
hereto receives any payment to which the other party hereto is entitled under
this Assignment Agreement, then the party receiving such amount shall promptly remit
it to the other party hereto.


 


4.                                       Assignment Fee.  No
assignment fee shall be required to be paid to the Administrative Agent in
connection with this Assignment Agreement.


 


5.                                       Representations of the Assignor; Limitations
on the Assignor’s Liability.  The Assignor represents and warrants that (i)
it is the legal and beneficial owner of the interest being assigned by it
hereunder, (ii) such interest is free and clear of any adverse claim created by
the Assignor and (iii) the execution and delivery of this Assignment Agreement
by the Assignor is duly authorized.  It
is understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other representation
or warranty of any kind to the Assignee. 
Neither the Assignor nor any of its officers, directors, employees,
agents or attorneys shall be responsible for (i) the due execution, legality,
validity, enforceability, genuineness, sufficiency or collectibility of any
Loan Document, (ii) any representation, warranty or statement made in or in
connection with any of the Loan Documents, (iii) the financial condition or
creditworthiness of the Borrower or any guarantor, (iv) the performance of or
compliance with any of the terms or provisions of any of the Loan Documents,
(v) inspecting any of the property, books or records of the Borrower, or (vi)
any mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loans or the Loan Documents.


 


6.                                       Representations and Undertakings of the
Assignee.  The Assignee (i) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements requested by the Assignee and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment Agreement, (ii) agrees that it will, independently
and without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information at it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, (iii) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, (iv) confirms that the execution and delivery of this
Assignment Agreement by the Assignee is duly authorized, (v) agrees that it
will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender,
(vi) confirms that none of the funds, monies, assets or other consideration
being used to make the purchase and assumption hereunder are “plan assets” as
defined under ERISA and that its rights, benefits and interests in and under
the Loan Documents will not be “plan assets” under ERISA, (vii) agrees to
indemnify and hold the Assignor harmless against


 





















 


all losses, costs and expenses
(including reasonable attorneys’ fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee’s non-performance
of the obligations assumed under this Assignment Agreement, and (viii) if
applicable, attaches the forms prescribed by the Internal Revenue Service of
the United States certifying that the Assignee is entitled to receive payments
under the Loan Documents without deduction or withholding of any United States
federal income taxes.


 


7.                                       Governing Law.  This
Assignment Agreement shall be governed by the internal law, and not the law of
conflicts, of the State of Ohio.


 


8.                                       Notices.  Notices shall be given under
this Assignment Agreement in the manner set forth in the Credit Agreement.


 


9.                                       Counterparts; Delivery by Facsimile.  This
Assignment Agreement may be executed in counterparts.  Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to
be an original counterpart of this Assignment Agreement.


 


IN WITNESS WHEREOF, the duly authorized officers of
the parties hereto have executed this Assignment Agreement by executing
Schedule 1 hereto as of the date first above written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  Fifth Third Bank,

  an Ohio banking corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristie L. Nicolosi

  
	
   

  	
   

  	
  Kristie L. Nicolosi

  
	
   

  	
  Its:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, N.A.

  a national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren Bebinger

  
	
   

  	
   

  	
  Warren Bebinger

  
	
   

  	
  Its:

  	
  First Vice President

  



 


[signatures continue on
following page]


 





















 


	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  AirNet Systems, Inc.,

  an Ohio corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
    Joel E. Biggerstaff

  	
   

  
	
  Title:

  	
    President & Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Huntington National
  Bank,

  a national banking association,
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Steven P. Clemens

  	
   

  
	
   

  	
    Steven P. Clemens

  	
   

  
	
  Title:

  	
    Vice President, Director-Loan Syndications

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Huntington National
  Bank,

  a national banking association,
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ John M. Luehmann

  	
   

  
	
   

  	
    John M. Luehmann

  	
   

  
	
  Its:

  	
    Vice President

  	
   

  



 





















 


SCHEDULE 1


to Assignment Agreement


 


	
  1.

  	
   

  	
  Date
  of Credit Agreement:

  	
   

  	
  May
  28, 2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date
  of Assignment Agreement:

  	
   

  	
  March
  24, 2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Amounts
  (as of Date of Item 2 above):

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Outstanding

  Revolving

  Credit Exposure

  	
   

  	
  Term

  Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Assignee’s percentage of each credit facility
  purchased under the Assignment Agreement

  	
   

  	
  37.5

  	
  %

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  Amount of each credit facility purchased under the
  Assignment Agreement

  	
   

  	
  $

  	
  11,250,000.00

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Assignee’s Outstanding Revolving Credit Exposure
  purchased hereunder:

  	
   

  	
  $

  	
  3,352,687.07

  	
   

  	
  0

  	
  %