**EXHIBIT4.43**

 

**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 sumof $11,250,000, or such lesser amount as shall equal the unpaid principalamount of each Revolving Loan made by the Lender to the Borrower pursuant to Article IIof the Agreement (as hereinafter defined), in immediately available funds atthe main office of The Huntington National Bank in Columbus, Ohio, asAdministrative Agent, together with interest thereon at the rate or rates setforth in the Agreement.  The Borrowershall pay the principal of and accrued and unpaid interest on such RevolvingLoans as set forth in the Agreement.

 

TheLender shall, and is hereby authorized to, record by entries made by the Lenderinto its electronic data processing system and/or internal memoranda maintainedby 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 eachprincipal and interest payment hereunder. The Borrower agrees that the sum or sums shown on such schedule, themost recent printout from the Lender’s electronic data processing system and/orsuch memoranda shall be rebuttably presumptive evidence of the amount of theoutstanding principal, interest or any other amount due under this Note; *provided, however*, that the failure of the Lender to makeany such entry(s) shall not affect the obligation of the Borrower to repayoutstanding principal, interest or any other amount due under this Note inaccordance with the terms hereof.

 

This Note is one of the Notes issued pursuant to, andis entitled to the benefits of, the Amended and Restated Credit Agreement datedas of May 28, 2004, as amended by that certain Change in Terms Agreementdated 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 maybe further amended, modified, supplemented, extended, restated and replacedfrom time to time (the “Agreement”), among the Borrower, the Lenders partythereto, including the Lender, the Swingline Lender, the LC Issuer and TheHuntington National Bank, as Administrative Agent, to which Agreement referenceis 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 itsmaturity date accelerated.  Capitalizedterms used herein and not otherwise defined herein are used with the meaningsattributed to them in the Agreement.

 

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

 

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The Borrower hereby irrevocably authorizes any attorney-at-law,including any attorney-at-law employed or retained by the Administrative Agentand/or the Lender, to appear for it in any action on this Note at any timeafter the same becomes due as herein provided in any court of record situatedin the county where this warrant was signed (being Franklin County, Ohio), orin the county where the Borrower then resides or can be found, to waive theissuing and service of process, and confess a judgment in favor of the holderof this Note against the Borrower, for the amount that may then be due, withinterest 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 appealfrom the judgment rendered.  The Borrowerconsents to the jurisdiction and venue of such court.  The Borrower waives any conflict of interestthat any attorney-at-law employed or retained by the Administrative Agentand/or the Lender may have in confessing judgment hereunder and consents to thepayment 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 UPYOUR RIGHT TO NOTICE AND COURT TRIAL.  IFYOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOURPRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOUREGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNEDGOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANYOTHER CAUSE.**

 

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