EXHIBIT 4.44


 


LOAN AND SECURITY AGREEMENT


(aircraft)


Loan Number: 1000122039


 


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”):


 


Borrower:  AIRNET SYSTEMS, INC.


 


Borrower’s Address:  3939 International Gtwy.,
Columbus, Ohio 43219


 


1.  GRANT OF SECURITY INTEREST. 
Borrower grants, pledges and assigns to Lender a security interest in
all of Borrower’s respective right, title and interest in and to the property
described on the attached Schedule A-1,
now or hereafter arising or acquired, wherever located, together with any and
all additions, accessions, parts, accessories, substitutions and replacements
thereof, now or hereafter installed in, affixed to or used in connection with
said property (the “Equipment”), in all proceeds thereof, cash and non-cash,
including, but not limited to, proceeds of notes, checks, instruments,
indemnity proceeds, or any insurance on such and any refund or rebate of
premiums on such (“Collateral”).  This
Agreement secures the prompt payment and complete performance in full when due,
whether at the stated maturity, by acceleration or otherwise, of all payment
and other obligations of Borrower under or in connection with this Agreement,
and the Business Purpose Promissory Note executed in connection with the Loan
Number referenced above with the Borrower as the maker (the “Note”), and any
and all renewals, extensions or substitutions therefor (“Obligations”).  Borrower is and will continue to be (or, with
respect to after acquired property that constitutes Equipment under this
Agreement, will be when acquired) the legal and beneficial owner of the
Collateral free and clear of any Lien except for the security interest created
by this Agreement and/or any other prior security agreement delivered by
Borrower to Lender.  Except as previously
disclosed to Lender in writing, no effective Uniform Commercial Code (“UCC”)
financing statement or other instrument covering all or any part of the
Collateral is on file in any recording office, except those in favor of
Lender.  At its sole expense, Borrower
shall protect and defend Lender’s first priority security interest in the
Collateral against all claims and demands whatsoever.


 


2.  MAINTENANCE AND USE. 
At its sole expense, Borrower shall (a) repair and maintain the
Equipment in good condition and working order and supply and install all
replacement parts or other devices when required to so maintain the Equipment
or when required by applicable law or regulation, which parts or devices shall
automatically become part of the Equipment; (b) use and operate the Equipment
in a careful manner in the normal course of its business and only for the
purposes for which it was designed in accordance with the manufacturer’s
warranty requirements, and comply with all laws and regulations relating to the
Equipment, and obtain all permits or licenses necessary to install, use or
operate the Equipment;  (c) except as
provided in clause (d) below, make no alterations, additions, subtractions,
upgrades or improvements to the Equipment without Lender’s prior written
consent, which consent will not be unreasonably withheld, but any such
alterations, additions, upgrades or improvements shall automatically become
part of the Equipment; (d) maintain, inspect, service and repair, overhaul and
test the Equipment in accordance with the FAA approved maintenance program,
manufacturer’s approved maintenance program, FAA airworthiness directives, and
the manufacturer’s alert bulletins and urgently recommended service bulletins
and procedures, and perform all duties and tasks which would be required to
maintain the Equipment, including the engines, in full compliance with the
manufacturer’s specification (i) so as to keep the Equipment in as good
operating condition as when delivered to the Borrower hereunder, ordinary wear
and tear excepted, and (ii) so as to keep the Equipment in such operating
condition as may be necessary to enable the airworthiness certification of such
Equipment to be maintained in good standing at all times under the Act (as
defined in Section 20 hereof); and (e) maintain all records, logs and other
materials required by the FAA to be maintained in respect of the Equipment. The
Equipment will not be based outside of the United States, provided, however,
that each aircraft that is the Equipment shall not be used outside of the
United States for more than ninety (90) days in any calendar year.  Each aircraft that is the Equipment may be
used in Canada within the ninety (90) day limit.  The Equipment shall not be operated within,
over or into any jurisdiction not covered by the insurance policies required
herein nor shall the Equipment be operated in any jurisdiction that does not
have diplomatic relations with the United States.  Lender has the right upon reasonable notice
to Borrower to inspect the Equipment wherever located.  The Equipment shall be based at the location
specified on Schedule A-1.  The Equipment
may be repositioned by Borrower, from time to time, to other locations within
the United States in the normal course of the Borrower’s business.  Borrower shall notify Lender in writing of any
new location where the Equipment is based within five (5) days of any
repositioning of the Equipment.


 


3.  INSURANCE.  At its
sole expense, Borrower at all times shall keep each item of Equipment insured
against all risks of loss or damage from every cause whatsoever for an amount
not less than the greater of the full replacement value or the Financed Amount
(as defined in Section 20 hereof).  All
insurers shall be reasonably satisfactory to Lender.  Borrower shall deliver to Lender satisfactory
evidence of such coverage.  Proceeds of
any insurance covering damage or loss of the 


 





















 


Equipment in excess of $250,000.00 shall be
payable to Lender as loss payee and shall, at Lender’s option, be applied
toward (a) the replacement, restoration or repair of the Equipment, or (b)
payment of the obligations of Borrower under this Agreement.  If an event of default occurs and is
continuing, then Borrower automatically appoints Lender as Borrower’s
attorney-in-fact with full power and authority in the place of Borrower and in
the name of Borrower or Lender to make claim for, receive payment of, and sign
and endorse all documents, checks or drafts for loss or damage under any such
policy.  Each insurance policy will
require that the insurer give Lender at least 30 days prior written notice of
any cancellation of such policy and will require that Lender’s interests remain
insured regardless of any act, error, omission, neglect or misrepresentation of
Borrower, and will contain those other requirements outlined in Schedule 3
hereof.  The insurance maintained by
Borrower shall be primary without any right of contribution from insurance
which may be maintained by Lender.


 


4.  LOSS OR DAMAGE. 
Borrower bears the entire risk of loss, theft, damage or destruction of
Equipment in whole or in part from any reason whatsoever (“Casualty Loss”).  No Casualty Loss to Equipment shall relieve
Borrower from the obligation to pay the installment payments or from any other
obligation under this Agreement.  In the
event of Casualty Loss to any item of Equipment, Borrower shall immediately
notify Lender of the same and Borrower shall, if so directed by Lender,
immediately repair the same.  If Lender
determines that any item of Equipment has suffered a Casualty Loss beyond
repair (“Lost Equipment”), then Borrower, at the option of Lender, shall:  (1) upon receipt of any insurance proceeds
for the Lost Equipment replace the Lost Equipment with similar equipment in
good repair, condition and working order free and clear of any Liens and
deliver to Lender a bill of sale covering the replacement equipment, in which
event such replacement equipment shall automatically be Equipment under this
Agreement; or (2) upon receipt of any insurance proceeds for the Lost Equipment  but no more than 120 days after the date of
the Casualty Loss, pay to Lender all amounts then due and payable by Borrower
under this Agreement for the Lost Equipment plus the remaining principal
balance for such Lost Equipment as of the date of the Casualty Loss as
determined by Lender’s records.  Upon
payment by Borrower of all amounts due under the above clause (2), the security
interest of the Lender in the Lost Equipment will terminate.


 


5.  TAXES. 
Borrower will pay promptly when due all taxes, assessments and
governmental charges upon or against Borrower, the Collateral or the property
or operations of Borrower, in each case before same becomes delinquent and
before penalties accrue thereon, unless and to the extent that same are being
contested in good faith by appropriate proceedings.


 


6.  GENERAL INDEMNITY. 
Borrower assumes all risk and liability for, and shall defend, indemnify
and keep Lender harmless on an after-tax basis from, any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs and
expenses, including reasonable attorney fees and expenses, of whatsoever kind
and nature imposed on, incurred by or asserted against Lender, in any way
relating to or arising out of the manufacture, purchase, acceptance, rejection,
ownership, possession, use, selection, delivery,  operation, condition, sale, return or other
disposition of the Equipment or any part thereof (including, without
limitation, any claim for latent or other defects, whether or not discoverable
by Borrower or any other person, any claim for negligence, tort or strict
liability, any claim under any environmental protection or hazardous waste law
and any claim for patent, trademark or copyright infringement).  Borrower will not indemnify Lender under this
section for loss or liability caused directly and solely by the negligence or
willful misconduct of Lender.  In this
section, “Lender” also includes any director, officer, employee, agent,
successor or assign of Lender.  Borrower’s
obligations under this section shall survive the expiration, cancellation or
termination of this Agreement.


 


7.  PERSONAL PROPERTY. 
Borrower represents and agrees that the Equipment is, and shall at all
times remain, separately identifiable personal property.  Upon Lender’s request, Borrower shall use
commercially reasonable efforts to furnish Lender a landlord’s and/or mortgagee’s
waiver and consent to remove all Equipment. Lender may display notice of its
interest in the Equipment by any reasonable identification.  Borrower shall not alter or deface any such
indicia of Lender’s interest.


 


8.  FINANCIAL REPORTS. 
Borrower agrees to furnish to Lender: 
(a) audited annual financial statements setting forth the financial
condition and results of operation of Borrower (financial statements shall
include balance sheet, income statement and changes in financial position and
all notes thereto) within 120 days of the end of each fiscal year of Borrower;
(b) quarterly financial statements setting forth the financial condition and
results of operation of Borrower within 60 days of the end of each of the first
three fiscal quarters of Borrower; and (c) such other financial information as
Lender may from time to time reasonably request including, without limitation,
financial reports filed by Borrower with federal or state regulatory agencies
to the extent Borrower may disclose such other financial information without
violating the Securities Exchange Act of 1934 or any rule or regulation of the
Securities and Exchange Commission.  All
such financial information shall be prepared in accordance with generally
accepted accounting principles.  If
Borrower fails to furnish the annual financial statements to Lender within 30
days of Lender’s written request, then Lender may, at its option, charge
Borrower a non-performance fee equal to all the installment payments due under
this Agreement for the then current month (unless otherwise prohibited by law)
and such fees shall be payable by Borrower on demand.


 


9.  NO CHANGES IN BORROWER. 
Borrower shall not:  (a)
liquidate, dissolve or suspend business; (b) sell, transfer or otherwise
dispose of all or a majority of its assets, except that Borrower may sell its
inventory in the ordinary 


 





















 


course of its business; (c) enter into any
merger, consolidation or similar reorganization unless it is the surviving
corporation; (d) transfer all, or any substantial part of, its operations or
assets outside of the United States of America; or (e) without 15 days advance
written notice to Lender, change its name, state of incorporation or chief place
of business.


 


10.  REPRESENTATIONS. 
Borrower represents and warrants that: 
(a) Borrower is organized, validly existing, and in good standing under
the laws of one of the states of the United States; (b) Borrower is qualified
to do business in, and is in good standing under the laws of, each other state
in which it conducts its business and in which the Equipment is located, except
to the extent such failure would not have a material adverse effect on the
Borrower’s business or the Collateral; (c) Borrower has the power, and is duly
authorized to enter into, this Agreement and the Note and to execute and
deliver to Lender, now and from time to time hereafter, additional instruments,
resolutions, agreements and other instruments or documents relating to the
Obligation owed to Lender; (d) Borrower has, by proper action, authorized and
empowered those persons whose signatures appear in this Agreement, the Note,
and any instruments, documents and exhibits that have been delivered in
connection herewith, to execute the same for and on its behalf; (e)  this Agreement, the Note, and each related
document constitute a legal, valid, and binding obligation of Borrower
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally and general principles of equity; (f) this
Agreement and the Note evidence a loan made primarily for business, commercial
or agricultural purposes and not primarily for personal, family, or household
purposes; (g) the Equipment is not, and will not, be registered under the laws
of any foreign country; (h) the Equipment is, and shall remain at all times,
eligible for registration under the Act (as defined in Section 20 hereof); (i)
the Equipment shall be based in, and primarily used in, the United States all
as required by  the Act; and (j) the
Equipment will not be used in violation of any law, regulation, ordinance or
policy of insurance affecting the maintenance, use or flight of the Equipment;
and (k) Borrower qualifies as a citizen of the United States as defined in the
Act and will continue to qualify as a United States citizen in all respects.


 


11.  OTHER DOCUMENTS; EXPENSES; APPOINTMENT OF
ATTORNEY-IN-FACT.  Borrower hereby irrevocably appoints Lender
or its designee as Borrower’s attorney in fact, with full authority in the
place instead of Borrower, from time to time in Lender’s discretion upon,
during, and after an event of default, to take any action and to execute any
instrument which Lender may deem necessary or advisable to accomplish the
purposes of this Agreement, including without limitation, (a) to perfect and
continue to perfect the security interests created by this Agreement, including
without limitation to prepare, sign, amend, file, or record a Uniform
Commercial Code financing statement in the place of Borrower and in the name of
Borrower; (b) to ask, demand, collect or sue for, recover, compound, receive
and give acquittance in receipts for any monies due or become due under or in
respect for any Collateral; (c) to receive, endorse and collect any drafts or
other instruments, documents and chattel paper, in connection with the
Collateral; and (d) to file any claims or take any action or institute any proceeding
which Lender may deem necessary or desirable for the collection of any
Collateral or otherwise to enforce the rights of Lender in the Collateral.  Borrower agrees to sign and deliver to Lender
any additional documents deemed desirable by Lender to effect the perfection of
Lender’s security interest in the Collateral. 
Borrower shall pay upon Lender’s request any out-of-pocket costs and
expense paid or incurred by Lender in connection with the above terms of this
Agreement or the funding and closing of this Agreement.


 


12.  EVENTS OF DEFAULT.  Each of the following events shall constitute
an event of default under this Agreement and the Note:  (a) Borrower fails to pay any installment
payment or other amount due under this Agreement or the Note within ten days of
its due date; or (b) Borrower fails to perform or observe any of its
obligations in Sections 3, 9, or 18 hereof; or (c) Borrower fails to perform or
observe any of its other obligations in this Agreement or the Note within 30
days after Lender notifies Borrower of such failure; or (d) Borrower or any
Borrower affiliate defaults in the payment, performance or observance of any
obligation under any other loan, credit agreement or lease in which Lender or
any subsidiary (direct or indirect) of JPMorgan Chase & Co.(or its
successors or assigns) is the lender, creditor or lessor (each an “Affiliate
Credit Agreement”) which shall not be remedied within the period of time (if
any) within which such Affiliate Credit Agreement permits such default to be remedied;
or (e) any statement, representation or warranty made by Borrower in this
Agreement or in any document, certificate or financial statement in connection
with this Agreement proves at any time to have been untrue or misleading in any
material respect as of the time when made; or (f) Borrower becomes insolvent or
bankrupt, or Borrower admits its inability to pay its debts as they mature, or
Borrower makes an assignment for the benefit of creditors, or Borrower applies
for, institutes or consents to the appointment of a receiver, trustee or
similar official for Borrower or any substantial part of its property or any
such official is appointed without Borrower’s consent, or Borrower applies for,
institutes or consents to any bankruptcy, insolvency, reorganization, debt
moratorium, liquidation or similar proceeding relating to Borrower or any
substantial part of its property under the laws of any jurisdiction or any such
proceeding is instituted against Borrower without stay or dismissal for more
than 60 days, or Borrower commences a winding up of its affairs, or Borrower
ceases to do business as a going concern; or (g) with respect to any guaranty,
letter of credit, pledge agreement, security agreement, mortgage, deed of
trust, debt subordination agreement or other credit enhancement or credit
support agreement (whether now existing or hereafter arising) signed or issued
by any party in connection with all or any part of Borrower’s obligations under
this Agreement, the party signing or issuing any such agreement defaults in its
obligations thereunder or any such agreement shall cease to be in full force
and effect or shall be declared to be null, void, invalid or unenforceable by
the party signing or issuing it; or (h) Borrower fails to maintain a current MSP
or JSSI program on each of the Lear 35A aircraft that is part of the Equipment.


 





















 


As used in this section 12,
the term “Borrower” also includes any guarantor (whether now existing or
hereafter arising) of all or any part of Borrower’s obligations under this
Agreement and/or any issuer of a letter of credit (whether now existing or
hereafter arising) relating to all or any part of Borrower’s obligations under
this Agreement, and the term “Agreement” also includes any guaranty or letter
of credit (whether now existing or hereafter arising) relating to all or any
part of Borrower’s obligations under this Agreement.


 


13.  RIGHTS UPON DEFAULT.  If any event of default exists, Lender may
exercise in any order one or more of the remedies described in the lettered
subparagraphs of this section, and Borrower shall perform its obligations
imposed thereby:


 


(a)  Lender may require Borrower to turnover any
and all Collateral to Lender.


 


(b)  Lender or its agent may repossess any or all
Collateral wherever found, may enter the premises where the Collateral is
located and disconnect, render unusable and remove it, and may use such
premises without charge to store or show the Collateral for sale.


 


(c)  Lender may sell any or all Collateral at
public or private sale, with or without advertisement or publication, may lease
or otherwise dispose of it or may use, hold or keep it.


 


(d)  Lender may require Borrower to pay to Lender
on a date specified by Lender,  (i) all
accrued and unpaid interest, late charges and other amounts due under the Note
or this Agreement as of such date, plus (ii) the remaining principal balance of
the Note as of such date, plus (iii) interest at the Overdue Rate on the total
of the foregoing (“Overdue Rate” means an interest rate per annum equal to the
higher of 12% or 2% over the Prime Rate, but not to exceed the highest rate
permitted by applicable law).  If an
event of default under section 12(f) of this Agreement exists, then Borrower
will be automatically liable to pay Lender the foregoing amounts as of the next
installment payment date under the Note unless Lender otherwise elects in
writing.


 


(e)  Borrower shall pay all reasonable costs,
expenses and damages incurred by Lender because of the event of default or its
actions under this section, including, without limitation any collection agency
and/or attorney fees and expenses, any costs related to the repossession,
safekeeping, storage, repair, reconditioning or disposition of the Collateral.


 


(f)  Lender may sue to enforce Borrower’s
performance of its obligations under the Note and this Agreement and/or may
exercise any other right or remedy then available to Lender at law or in
equity.


 


Lender is not required to
take any legal process or give Borrower any notice before exercising any of the
above remedies.  If Lender is required to
give notice, 10 calendar days advanced notice is reasonable notification.  None of the above remedies is exclusive, but
each is cumulative and in addition to any other remedy available to
Lender.  Lender’s exercise of one or more
remedies shall not preclude its exercise of any other remedy.  No action taken by Lender shall release
Borrower from any of its obligations to Lender. 
No delay or failure on the part of Lender to exercise any right
hereunder shall operate as a waiver thereof nor as an acquiescence in any
default, nor shall any single or partial exercise of any right preclude any
other exercise thereof or the exercise of any other right.  After any default, Lender’s acceptance of any
payment by Borrower under the Note or this Agreement shall not constitute a
waiver by Lender of such default, regardless of Lender’s knowledge or lack of
knowledge at the time of such payment, and shall not constitute a reinstatement
of the Note or this Agreement if this Agreement has been declared in default by
Lender, unless Lender has agreed in writing to reinstate this Agreement and to
waive the default. With respect to any Collateral or any Obligation, Borrower
assents to all extensions or postponements to the time of payment thereof or
any other indulgence in connection therewith, to each substitution, exchange or
release of Collateral, to the release of any party primarily or secondarily
liable, to the acceptance of partial payment thereof or to the settlement or
compromise thereof, all in such matter and such time or times as Lender may
deem advisable.


 


If Lender actually
repossesses any Collateral, then it will use commercially reasonable efforts
under the then current circumstances to attempt to mitigate its damages; provided,
that Lender shall not be required to sell, lease or otherwise dispose of any
Collateral prior to Lender enforcing any of the remedies described above.  Lender may sell or lease the Collateral in
any manner it chooses, free and clear of any claims or rights of Borrower and
without any duty to account to Borrower with respect thereto except as provided
below.  If Lender actually sells or
leases the Collateral, it will credit the net proceeds of any sale of the Collateral,
or the net present value (discounted at the then current Prime Rate) of the
rents payable under any new lease of the Collateral, against the amounts
Borrower owes Lender.  The term “net” as
used above shall mean such amount after deducting the costs and expenses
described in clause (e) above of this section. Borrower shall remain liable for
any deficiency if the net proceeds are insufficient to pay all amounts to which
Lender is entitled hereunder.


 





















 


14.  LATE CHARGES.  If any
installment payment or other amount payable under the Note or this Agreement is
not paid when due, then as compensation for the administration and enforcement
of Borrower’s obligation to make timely payments, Borrower shall pay with
respect to each overdue payment on demand an amount equal to the greater of
fifteen dollars ($15.00) or five percent (5%) of the each overdue payment (but
not to exceed the highest late charge permitted by applicable law) plus any
collection agency fees and expenses.


 


15.  LENDER’S RIGHT TO PERFORM.  If
Borrower fails to make any payment under this Agreement or fails to perform any
of its other obligations in this Agreement (including, without limitation, its
agreement to provide insurance coverage), Lender may itself make such payment
or perform such obligation, and the amount of such payment and the amount of
the expenses of Lender incurred in connection with such payment or performance
shall be deemed to be additional principal under the Note which is payable by
Borrower on demand.


 


16.  NOTICES; POWER OF ATTORNEY.  (a) Service of all notices under this
Agreement shall be sufficient if given personally or couriered or mailed to the
party involved at its respective address set forth herein or at such other
address as such party may provide in writing from time to time.  Any such notice mailed to such address shall
be effective three days after deposit in the United States mail with postage
prepaid.  (b) With respect to any power
of attorney covered by this Agreement, the powers conferred on Lender thereby:  are powers coupled with an interest; are
irrevocable; are solely to protect Lender’s interests under this Agreement; and
do not impose any duty on Lender to exercise such powers.  Lender shall be accountable solely for
amounts it actually receives as a result of its exercise of such powers.


 


17.  ASSIGNMENT
BY LENDER.  Lender and any
assignee of Lender, may, upon prior written notice to Borrower, with or without
consent of Borrower, sell, assign, transfer or grant a security interest in all
or any part of Lender’s rights, obligations, title or interest in the
Collateral, the Note, this Agreement, or the amounts payable under the Note or
this Agreement to any entity (“transferee”). 
The transferee shall succeed to all of Lender’s rights in respect to
this Agreement (including, without limitation, all rights to insurance and
indemnity protection described in this Agreement).  Borrower agrees to sign any acknowledgment
and other documents reasonably requested by Lender or the transferee in
connection with any such transfer transaction. 
Borrower, upon receiving notice of any such transfer transaction, shall
comply with the terms and conditions thereof. 
Borrower agrees that it shall not assert against any transferee any
claim, defense, setoff, deduction or counterclaim which Borrower may now or hereafter
be entitled to assert against Lender.


 


18.  NO ASSIGNMENT OR LEASING BY BORROWER.  BORROWER SHALL NOT, DIRECTLY OR INDIRECTLY, (a) MORTGAGE, ASSIGN, SELL,
TRANSFER, OR OTHERWISE DISPOSE OF INTEREST IN THIS AGREEMENT OR THE COLLATERAL
OR ANY PART THEREOF, OR (b) LEASE, RENT, LEND OR TRANSFER POSSESSION OR USE
(OTHER THAN USE IN THE ORDINARY COURSE OF BORROWER’S BUSINESS) OF THE EQUIPMENT
OR ANY PART THEREOF TO ANY PARTY, OR (c) CREATE, INCUR, GRANT, ASSUME OR ALLOW
TO EXIST ANY LIEN ON ITS INTEREST IN THIS AGREEMENT, THE COLLATERAL OR ANY PART
THEREOF.


 


                19.  TERMINATION. This Agreement shall continue
in effect until the Obligations have been indefeasibly paid and performed in
full.  Upon termination of this
Agreement, Lender shall, at Borrower’s expense, take such actions and file such
documents, as may be necessary or desirable to release the Collateral from this
Agreement.


 


20.  CERTAIN DEFINITIONS.  “Act” means subtitle VII of Title 49 of the United States Code. “Financed
Amount” for any item of Equipment shall mean the amount set forth on the
Schedule A-1 that corresponds to that item of Equipment.  “Lien” means any security interest, lien,
mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ,
levy, other judicial process or claim of any nature whatsoever by or of any
person.  “Prime Rate” means the prime
rate of interest announced from time to time as the prime rate by JPMorgan
Chase Bank, N.A. (or its successors or assigns); provided, that the parties
acknowledge that the Prime Rate is not intended to be the lowest rate of
interest charged by said bank in connection with extensions of credit.  All terms defined herein are equally
applicable to both the singular and plural form of such terms.


 


21.  CONDITIONS. 
Lender is not
obligated to make any loan or disburse any principal hereunder unless: (a)  Lender has received the Note signed by the
Borrower; (b) Lender has received evidence of all required insurance; (c) in
Lender’s sole judgment, there has been no material adverse change in the
financial condition or business of Borrower or any guarantor; (d) Borrower has
signed and delivered to Lender this Agreement and Lender has signed and
accepted this Agreement; (e) Lender has received the documents and instruments
and evidence as to satisfaction of the matters specified in any Schedule 2 which may be attached
hereto, each of which shall be satisfactory to Lender in form and substance and
each document or instrument to be duly authorized, executed and delivered and
in full force and effect;  (f) Lender has
received, in form and substance satisfactory to Lender, such other documents
and information as Lender shall reasonably request; and (g)  Borrower has satisfied all other reasonable
conditions established by Lender.


 


22.  USURY.  It is
not the intention of the parties to this Agreement to make an agreement
violative of the laws of any applicable jurisdiction relating to usury (“Usury
Laws”).  Regardless of any provision in
this Agreement, the Note, or any 


 





















 


document in connection therewith, Lender shall
not be entitled to receive, collect or apply, as interest on any Obligation,
any amount in excess of the Maximum Amount (the “Excess”).  As used herein, “Maximum Amount” shall mean
the maximum amount of interest which would have accrued if the unpaid principal
amount of the Obligation outstanding from time to time had borne interest each
day at the maximum amount of interest which lender is permitted to charge on
the Obligation under the Usury Laws.  If
Lender ever receives, collects or applies as interest any Excess, such Excess
shall be deemed a partial repayment of principal and treated hereunder as such;
and if principal is paid in full, any remaining Excess shall be paid to
Borrower.  In determining whether or not
the interest paid or payable under any specific contingency exceeds the Maximum
Amount, Borrower and Lender shall, to the maximum extent permitted under the
Usury Laws, (a) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments and the
effect thereof, and (c) amortize, prorate, allocate and spread in equal parts,
the total amount of interest throughout the entire contemplated term of the
Obligation so that the interest rate is uniform throughout the entire term of
the Obligation; provided that if the Obligation is paid and performed in full
prior to the full contemplated term thereof, and if the interest received for
the actual period of existence thereof exceeds the Maximum Amount, Lender shall
refund to Borrower the Excess, and, such event shall not be subject to any
penalties provided by the Usury Laws.


 


23.  GOVERNING LAW.  THE
INTERPRETATION, CONSTRUCTION AND VALIDITY OF THIS AGREEMENT AND THE NOTE SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT
OF LAW PROVISIONS.


 


24.  MISCELLANEOUS.  (a)
Subject to the limitations herein, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
administrators, successors and assigns. 
(b) This Agreement may be executed in any number of counterparts, which
together shall constitute a single instrument. 
(c) Section and paragraph headings in this Agreement are for convenience
only and have no independent meaning. 
(d) The terms of this Agreement shall be severable and if any term
thereof is declared unconscionable, invalid, illegal or void, in whole or in
part, the decision so holding shall not be construed as impairing the other
terms of this Agreement and this Agreement shall continue in full force and
effect as if such invalid, illegal, void or unconscionable term were not
originally included herein.  (e) All
indemnity obligations of Borrower under this Agreement and all rights, benefits
and protections provided to Lender by warranty disclaimers shall survive the
cancellation, expiration or termination of this Agreement.  (f) Lender shall not be liable to Borrower
for any indirect, consequential or special damages for any reason whatsoever.  (g) This Agreement may be amended, but only
by a written amendment signed by Lender and Borrower.  (h) If this Agreement is signed by more than
one Borrower, each of such Borrowers shall be jointly and severally liable for
payment and performance of all of Borrower’s obligations under this Agreement.
(i) This Agreement represents the final, complete and entire agreement between
the parties hereto, and there are no oral or unwritten agreements or
understandings affecting this Agreement or the Collateral.  (j) Borrower agrees that Lender is not the
agent of any manufacturer or supplier, that no manufacturer or supplier is an
agent of Lender, and that any representation, warranty or agreement made by
manufacturer, supplier or by their employees, sales representatives or agents
shall not be binding on Lender.


 


24.  GOVERNMENT REGULATION.  
Borrower shall not (a) be or become subject, at any time, to any law,
regulation, or list of any government agency (including, without limitation,
the U.S. Office of Foreign Asset Control list) that prohibits or limits Lender
from making any advance or extension of credit to Borrower or from otherwise
conducting business with Borrower or (b) fail to provide documentary and other
evidence of Borrower’s identity as may be requested by Lender at any time to enable
Lender to verify Borrower’s identity or to comply with any applicable law or
regulation, including, without limitation, Section 326 of the USA Patriot Act
of 2001, 31 U.S.C. Section 5318.


 


25. USA PATRIOT ACT
NOTIFICATION.  The following
notification is provided to Borrower pursuant to Section 326 of the USA Patriot
Act of 2001, 31 U.S.C. Section 5318:


 


IMPORTANT INFORMATION ABOUT
PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify, and record information that
identifies each person or entity that opens an account, including any deposit
account, treasury management account, loan, other extension of credit, or other
financial services product. What this means for Borrower: When Borrower opens
an account, if Borrower is an individual, Lender will ask for Borrower’s name,
tax payer identification number, residential address, date of birth, and other
information that will allow Lender to identify Borrower, and if Borrower is not
an individual, Lender will ask for Borrower’s name, taxpayer identification
number, business address, and other information that will allow Lender to
identify Borrower.  Lender may also ask,
if Borrower is an individual, to see Borrower’s driver’s license or other
identifying documents, and if Borrower is not an individual, to see Borrower’s
legal organizational documents or other identifying documents.


 


[The
next page is the signature page.]


 





















 


ALL PARTIES TO THIS AGREEMENT,
INCLUDING LENDER AND THE UNDERSIGNED, IRREVOCABLY CONSENT TO THE JURISDICTION
AND VENUE OF ANY STATE OR FEDERAL COURT IN NEW YORK, AND WAIVE ALL RIGHTS TO
TRIAL BY JURY, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY
AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, IN CONNECTION
WITH OR IN ANY WAY RELATED TO THE NOTE OR THIS AGREEMENT.


 


	
  AIRNET
  SYSTEMS, INC.

  	
  Accepted By Lender:

  
	
  (Borrower)

  	
  CHASE EQUIPMENT LEASING
  INC.

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Wynn Peterson

  	
   

  	
  By:

  	
  /s/ Tami Weikel

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   Vice President

  	
   

  	
  Title:

  	
  Funding Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   /s/ John Gordon

  	
   

  	
  Acceptance Date:

  	
  March 24, 2005

  	
   

  
												



 


 


Borrower
Organization Information:  A Corporation organized under the laws of the
State of Ohio with State Organization #31-1458309


 





















 


SCHEDULE  A-1


 


Loan No. 1000122039


 


Financed
Amount: $11,000,000.00


 


DESCRIPTION
OF EQUIPMENT 


 


AIRCRAFT #1


 


	
   

  	
  Equipment Cost:

  	
  $677,270.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1978
  GATES LEAR JET 35

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe Serial No.:

  	
  178

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N900JC

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74550 & P74906

  	
   

  
				



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


Philadelphia
International Airport, 8500 Essington Avenue, Philadelphia, Philadelphia
County, PA  19153


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #2


 


	
   

  	
  Equipment Cost:

  	
  $791,780.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1980 LEAR JET INC. 35A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe Serial No.:

  	
  295

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N94AA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74422 & P74751

  	
   

  	
   

  	
   

  
						



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 





















 


Port
Columbus International Airport, 4600 International Gtwy., Columbus, Franklin
County, OH  43219


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #3


 


	
   

  	
  Equipment Cost:

  	
  $768,460.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1979 GATES LEARJET CORP.
  35A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe Serial No.:

  	
  264

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N64CP

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P89305 & P74303

  	
   

  	
   

  	
   

  
						



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


St.
Paul Downtown Airport, 644 Bayfield Street, St. Paul, Ramsey County, MN  55107


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #4


 


	
   

  	
  Equipment Cost:

  	
  $791,780.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1980 GATES LEARJET
  CORPORATION 35A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe Serial No.:

  	
  342

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N56JA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74236 & P74898

  	
   

  	
   

  	
   

  
						



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


Memphis
International Airport, 2491 Winchester Road, Memphis, Shelby County, TN  38116


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 





















 


AIRCRAFT #5


 


	
   

  	
  Equipment Cost:

  	
  $740,630.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1980 GATES LEARJET CORP.
  35A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe Serial No.:

  	
  35A-259

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N25AN

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P73139 & P74333

  	
   

  	
   

  	
   

  
						



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


Des
Moines International Airport, 5800 Fleur Dr., Des Moines, Polk County, IA  50321


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #6


 


	
   

  	
  Equipment Cost:

  	
  $819,500.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1980 LEARJET INC. 35A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  313

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N31WR

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74974 & P74356

  	
   

  	
   

  	
   

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


William
P. Hobby Airport, 8183 Airport Blvd., Houston, Harris County, TX  77061


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 





















 


AIRCRAFT #7


 


	
   

  	
  Equipment Cost:

  	
  $921,250.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1982 GATES LEAR JET 35A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  480

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N39DK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74230 & P74484

  	
   

  	
   

  	
   

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


Denver
Centennial Airport, 7800 S. Peoria Street, Englewood, Arapahoe County, CO  80112


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #8


 


	
   

  	
  Equipment Cost:

  	
  $791,780.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  1980 GATES LEARJET 35A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  302

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N51LC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT AiResearch
  TFE-731-2-2B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74426 & P74752

  	
   

  	
   

  	
   

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment, instruments,
accessories, attachments, parts, appurtenances, accessions, furnishings and
other equipment attached to, installed in or relating to any of the foregoing
property and all maintenance and service logs and records relating to the
foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This item of Equipment shall be based at the
following location:


 


City
of Ft. Lauderdale Executive Airport, 5601 N.W. 15th Avenue, Ft. Lauderdale,
Broward County, FL  33309


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #9


 


	
   

  	
  Equipment Cost:

  	
  $768,460.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Airframe Make/Model:

  	
  1979 GATES LEARJET CORP. 35A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  217

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N122JW

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  TWO (2) GARRETT
  TFE-731-2-2B

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  P74267 & P74321

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 





















 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


Each engine has 750 or more rated takeoff
horsepower or the equivalent of such horsepower.


 


This
item of Equipment shall be based at the following location:


 


Grand
Junction Airport - Walker Field, 2828 Walker Field Drive, Grand Junction, Mesa
County, CO  81506


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #10


 


	
   

  	
  Equipment Cost:

  	
  $550,660.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2002 Cessna 208B

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0906

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N102AN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0892 (which engine
  has less than 750 horsepower)

  	
   

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


Fort
Wayne International Airport - Baer Field, 3801 West Ferguson, Fort Wayne, Allen
County, IN  46809


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #11


 


	
   

  	
  Equipment Cost:

  	
  $550,660.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2002 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0928

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N103AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0928 (which engine
  has less than 750 horsepower)

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records relating
to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


Wilkes-Barre
Scranton International Airport, 715 Hawthorne Street, Avoca, Luzerne County,
PA  18507


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 





















 


AIRCRAFT #12


 


	
   

  	
  Equipment Cost:

  	
  $550,660.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2001 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0918

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N104AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0911 (which engine
  has less than 750 horsepower)

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


General
Mitchell International Airport, 5300 S. Howell Avenue, Milwaukee, Milwaukee
County, WI  53207


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #13


 


	
   

  	
  Equipment Cost:

  	
  $575,630.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2002 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0956

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N105AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0968 (which engine
  has less than 750 horsepower)

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


St.
Louis Downtown Airport, 1680 Sauget Industrial Parkway, Cahokia, Saint Clair
County, IL  62206


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #14


 


	
   

  	
  Equipment Cost:

  	
  $550,660.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2001 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0917

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N106AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0909 (which engine has less than 750
  horsepower)

  



 





















 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


Port
Columbus International Airport, 4600 International Gtwy., Columbus, Franklin
County, OH  43219


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #15


 


	
   

  	
  Equipment Cost:

  	
  $575,630.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2002 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0993

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N107AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A-114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC1006 (which engine
  has less than 750 horsepower)

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 


St.
Paul Downtown Airport, 644 Bayfield Street, St. Paul, Ramsey County, MN  55107


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


AIRCRAFT #16


 


	
   

  	
  Equipment Cost:

  	
  $575,630.00

  
	
   

  	
   

  	
   

  
	
  Airframe
  Make/Model:

  	
  2002 Cessna 208B

  	
   

  
	
   

  	
   

  	
   

  
	
  Airframe
  Serial No.:

  	
  208B0975

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S.
  Registration No.:

  	
  N108AN

  	
   

  
	
   

  	
   

  	
   

  
	
  Engine
  Quantity/Make/Model:

  	
  ONE (1) PRATT & WHITNEY
  PT6A- 114A

  
	
   

  	
   

  	
   

  
	
  Engine
  Serial No(s):

  	
  PCE-PC0988 (which engine
  has less than 750 horsepower)

  



 


Together with all engines,
propellers, avionics, communication equipment, navigation equipment,
instruments, accessories, attachments, parts, appurtenances, accessions,
furnishings and other equipment attached to, installed in or relating to any of
the foregoing property and all maintenance and service logs and records
relating to the foregoing property.


 


This item of Equipment shall be based at the
following location:


 





















 


New
Orleans Lakefront Airport, 6001 Stars and Stripes Blvd., Suite 101, Terminal
Building, New Orleans, Orleans County, LA 
70126


	
  Name of Airport and Street
  Address

  	
  City

  	
  County

  	
  State

  



 


 


This Schedule A-1 is attached to, and made a
part of, the Loan and Security Agreement with the Loan Number referenced above
and contains a true and accurate description of the Equipment.


 


	
  AIRNET
  SYSTEMS, INC.

  
	
  (Borrower)

  
	
   

  
	
  By:

  	
  /s/ Wynn Peterson

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
				



 





















 


SCHEDULE  2


 


Attached to Loan and Security Agreement for
Loan No. 1000122039


 


ADDITIONAL CONDITIONS TO FUNDING THE LOAN*


 


1.                                       Lender shall conduct a satisfactory physical
inspection of the Collateral, at the expense of Borrower, to include
satisfactory review and acceptance of all maintenance and service logs and
reports relating to the Collateral.


 


2.                                       Lender shall receive terminations or releases
of liens in a form recordable with the Federal Aviation Administration from all
creditors with a lien on any part of the Collateral as shown in the FAA lien
records.


 


3.                                       Lender shall receive UCC-3 terminations
or release of liens in recordable form from all creditors with a lien on any
part of the Collateral as shown in state or local lien records.


 


4.                                       Lender shall receive confirmation that all
nine (9) Learjets included in the Collateral are on an approved engine
maintenance program (MSP or JSSI).


 










*
The inclusion of additional funding conditions in this Schedule 2 shall
not limit the generality of the conditions set forth in the Agreement.


 


 


	
  AIRNET SYSTEMS, INC.

  	
   

  
	
  (Borrower)

  
	
   

  
	
  By:

  	
  /s/ Wynn Peterson

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
					



 





















 


SCHEDULE 3


AIRCRAFT LOAN  INSURANCE REQUEST LETTER


 


	
   

  	
   

  
	
  (Date)

  	
   

  
	
   

  	
   

  
	
  (Agent)

  	
   

  
	
   

  	
   

  
	
  (Street Address)

  	
   

  
	
   

  	
   

  
	
  (City, State, Zip)

  	
   

  
	
   

  	
   

  
	
  (Telephone Number)

  	
   

  



 


Dear
Agent:


 


Chase Equipment Leasing Inc. (“CELI”) (f/k/a
Banc One Leasing Corporation) requires proof of acceptable insurance coverage
before the loan transaction can close. 
The requirements identified below must stay in full effect throughout
the term of the transaction.


 


1.               The certificate of insurance must be issued
directly to Chase Equipment Leasing Inc. and shall be issued by a company
having an A.M. Best Rating of at least A with a Financial Size Category of
at least VII.


2.               The certificate of insurance must be executed.


3.               The insurance must be primary and any
insurance maintained by CELI or any other loss payee will be in excess and
non-contributory.


4.               Policies must include a Waiver of Subrogation
in favor of “Chase Equipment Leasing Inc., its parent and affiliates,
successors or assigns”.


5.               Policies must include a thirty (30) day prior
written Notice of Cancellation to the Certificate Holder.  Such notice must be directed by certified
mail to: Chase Equipment Leasing Inc., 1111 Polaris Parkway, Suite A3,
Columbus, Ohio 43240, Attn:  Insurance
Dept.


6.               PHYSICAL DAMAGE


a.               Replacement cost coverage for the equipment
identified on the attached Schedule A-1, which is estimated to be
$15,600,000.00.


b.              “Chase Equipment Leasing Inc., its parent and
affiliates, successors or assigns” shall be named as Loss Payee.


c.               Breach of Warranty in favor “Chase Equipment
Leasing Inc., its parent and affiliates, successors or assigns”.


d.              War Risk Endorsement, which shall include
hijacking and terrorism, in favor of “Chase Equipment Leasing Inc., its parent
and affiliates, successors or assigns” for the amount identified in 6a.


7.               The certificate of insurance shall evidence
liability coverage in the minimum amount of $50 million.


 


Please
immediately send proof of the above insurance requirements VIA
FACSIMILE TRANSMITTAL 614-213-0748.


 


PLEASE REFERENCE THE COMPLETE LOAN NUMBER AS LISTED BELOW FOR TRACKING
PURPOSES.


THANK YOU.


 


	
  Sincerely,

  	
   

  
	
  AIRNET SYSTEMS, INC.

  	
   

  
	
   

  	
   

  
	
  /s/ Wynn Peterson

  	
   

  
	
  (By)

  	
   

  
			



 


(Loan
Number)     1000122039