**EXHIBIT 4.50****SECOND AMENDED AND RESTATED CREDIT AGREEMENT**     This Second Amended and Restated Credit Agreement, dated as of March 29, 2007, is among AirNetSystems, Inc., an Ohio corporation, The Huntington National Bank, a national banking association,in its capacity as Administrative Agent for the Lender hereunder, and The Huntington National Bank,a national banking association, as the Lender hereunder. The parties hereto agree as follows:**ARTICLE I****Definitions**     Section 1.1. Definitions. As used in this Agreement:     “*Account Debtor*” shall have the meaning set forth in the definition of EligibleAccounts Receivable.     “*Accounts Receivable*” shall mean, at any date, the total of all accounts which wouldbe properly classified in accordance with Agreement Accounting Principles as accounts receivable onthe consolidated balance sheet of the Borrower and its Subsidiaries at such date.     “*Acquisition*” means any transaction, or any series of related transactions,consummated on or after the date of this Agreement, by which the Borrower or any of itsSubsidiaries (i) acquires any going business or all or substantially all of the assets of any firm,corporation or limited liability company, or division thereof, whether through purchase of assets,merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the mostrecent transaction in a series of transactions) at least a majority (in number of votes) of thesecurities of a corporation which have ordinary voting power for the election of directors (otherthan securities having such power only by reason of the happening of a contingency) or a majority(by percentage or voting power) of the outstanding ownership interests of a partnership or limitedliability company.     “*Administrative Agent*” and “*Agent*” means The Huntington National Bank, in itscapacity as contractual representative of the Lender pursuant to Article XIII, and not in itsindividual capacity as Lender, and any successor Administrative Agent appointed pursuant to ArticleXIII.     “*Advance*” means a borrowing hereunder (i) made by Lender, or (ii) converted orcontinued by Lender, consisting, in either case, of the aggregate amount of the several Loans ofthe same Type and, in the case of Eurodollar Loans, for the same Interest Period.     “*Affiliate*” of any Person means any other Person directly or indirectly controlling,controlled by or under common control with such Person. A Person shall be deemed to controlanother Person if the controlling Person owns 20% or more of any class of voting securities (orother ownership interests) of the controlled Person or possesses, directly or indirectly, the powerto direct or cause the direction of the management or policies of the controlled Person, whetherthrough ownership of stock or other ownership interests, by contract or otherwise.     “*Agreement*” means this Second Amended and Restated Credit Agreement, as it may beamended, modified, supplemented, extended, restated or replaced from time to time.     “*Agreement Accounting Principles*” means generally accepted accounting principles as ineffect from time to time, applied in a manner consistent with that used in preparing the financialstatements referred to in Section 5.4.     “*Alternative Base Rate*” means the rate of interest equal to the higher of (i) thePrime Rate, or (ii) the sum of (y) the Federal Funds Effective Rate, and (z) one half of onepercent (.5%).     “*AMI*” means AirNet Management, Inc., an Ohio corporation.     “*Amendment and Restatement Fee*” shall be as defined in Section 2.21.
 

 
     “*Applicable Fee Rate*” means, at any time, the percentage rate per annum at whichcommitment fees and LC Fees are accruing on the unused portion of the Revolving Commitment orundrawn stated amount under the relevant Facility LC, as applicable, at such time as set forth inthe Pricing Schedule.     “*Applicable Margin*” means, with respect to Advances of any Type at any time, thepercentage rate per annum which is applicable at such time with respect to Advances of such Type asset forth in the Pricing Schedule.     “*Article*” means an article of this Agreement unless another document is specificallyreferenced.     “*Assignment Agreement*” means that certain Assignment Agreement by and between Lenderand JPM (defined below in the definition for the term “Note”), as Assignee and Assignor,respectively     “*Authorized Officer*” means any of the Chief Executive Officer, Chief Financial Officeror Controller of the Borrower, acting singly.     “*Available Revolving Commitment*” means, at any time, the Revolving Commitment then ineffect minus the Outstanding Credit Exposure at such time.     “*Board*” means the Board of Governors of the Federal Reserve System of the UnitedStates of America.     “*Book Value*” means the value at which an asset is carried on the balance sheet ofBorrower at any particular date.     “*Borrower*” means AirNet Systems, Inc., an Ohio corporation, and its successors andassigns.     “*Borrowing Base*” means, at any date, that amount which is equal to the lesser of (a)Fifteen Million Dollars ($15,000,000.00), (b) the Revolving Commitment, or (c) the aggregate of (i)80% of the Eligible Accounts Receivable of the Borrower and its Subsidiaries on a consolidatedbasis as of such date, and (ii) 50% of the Eligible Inventory of the Borrower and its Subsidiarieson a consolidated basis as of such date.     “*Borrowing Base Certificate*” means the certificate substantially similar in form andsubstance to that shown on Exhibit C, which shall contain all supporting documentation, includingaccounts receivable and aging schedules.     “*Borrowing Date*” means a date on which an Advance is made hereunder as determinedpursuant to Section 2.6.     “*Borrowing Notice*” shall have the meaning set forth in Section 2.6.     “*Business Day*” means (i) with respect to any borrowing, payment or rate selection ofEurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open inColumbus, Ohio and New York, New York for the conduct of substantially all of their commerciallending activities, interbank wire transfers can be made on the Fedwire system, and dealings inUnited States dollars are carried on in the London interbank market, and (ii) for all otherpurposes, a day (other than a Saturday or Sunday) on which banks generally are open in Columbus,Ohio for the conduct of substantially all of their commercial lending activities and interbank wiretransfers can be made on the Fedwire system.     “*Capital Expenditures*” means, without duplication, any expenditures for any purchaseor other acquisition of any asset which would be classified as a fixed or capital asset on aconsolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance withAgreement Accounting Principles, except (i) expenditures for the purchase of aircraft held forresale within 90 days, and (ii) expenditures of insurance proceeds for the replacement of any assetwith respect to which such insurance proceeds were paid to Borrower or any Subsidiary as a resultof any loss or damage to such asset.     “*Capitalized Lease*” of a Person means any lease of Property by such Person as lesseewhich would be capitalized on a balance sheet of such Person prepared in accordance with AgreementAccounting Principles.
 

 
     “*Capitalized Lease Obligations*” of a Person means the amount of the obligations ofsuch Person under Capitalized Leases which would be shown as a liability on a balance sheet of suchPerson prepared in accordance with Agreement Accounting Principles.     “*Charges*” shall have the meaning set forth in Section 12.20.     “*Cash Equivalent Investments*” means (i) short-term obligations of, or fully guaranteedby, the United States of America, (ii) commercial paper rated A-1 or better by S&P or P-1 or betterby Moody’s, (iii) demand deposit accounts maintained in the ordinary course of business, (iv)certificates of deposit issued by and time deposits with any commercial banks (whether domestic orforeign) having capital and surplus in excess of $100,000,000, and (v) money market accounts;*provided*in each case that the same provides for payment of both principal and interest (and notprincipal alone or interest alone) and is not subject to any contingency regarding the payment ofprincipal or interest. It is understood and agreed that all sums deposited by Borrower in accountsheld by Lender and invested by Lender shall constitute Cash Equivalent Investments.     “*Change in Control*” means, with respect to Borrower, an event or series of events bywhich:     (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the SecuritiesExchange Act of 1934) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 underthe Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of allsecurities that any such Person has the right to acquire, whether such right is exercisableimmediately or only after the passage of time), by way of merger, consolidation or otherwise, of30% or more of the equity interests of Borrower on a fully-diluted basis after giving effect to theconversion and exercise of all outstanding equity equivalents (whether such equity equivalents arethen currently convertible or exercisable); or     (ii) during any period of 12 consecutive months, a majority of the members of the board ofdirectors or other equivalent governing body of Borrower cease to be composed of individuals (A)who were members of that board or equivalent governing body on the first day of such period, (B)whose election or nomination to that board or equivalent governing body was approved by individualsreferred to in clause (ii)(A) above constituting at the time of such election or nomination atleast a majority of that board or equivalent governing body or (C) whose election or nomination tothat board or other governing body was approved by individuals referred to in clauses (ii)(A) and(B) above constituting at the time of such election or nomination at least a majority of that boardor equivalent governing body; provided that Lender determines that, for purposes of this Agreement,any such event or series of events described in this subpart (ii) shall constitute a Change inControl.     “*Closing Agenda*” means the Closing Agenda prepared by Lender’s counsel setting forththe required closing documentation and other items pursuant to Section 4.1, as the same may beamended or modified from time to time.     “*Closing Date*” means the date on which this Agreement is fully executed.     “*Code*” means the Internal Revenue Code of 1986, as amended, reformed or otherwisemodified from time to time.     “*Consolidated Capital Expenditures*” means, with reference to any period, the CapitalExpenditures of the Borrower and its Subsidiaries calculated on a consolidated basis for suchperiod.     “*Consolidated Dividends*” means, with reference to any period, any dividends ordistributions on the membership interests, capital stock or other equity interests of Borrower orany of its Subsidiaries (other than dividends payable in its own membership interests, capitalstock or other equity interests) or the redemption, repurchase or other acquisition or retirementof any of the membership interests, capital stock or other equity interests of Borrower or any ofits Subsidiaries at any time outstanding, all calculated on a consolidated basis for such period,except for dividends or distributions made by any Subsidiary to the Borrower.
 

 
     “*Consolidated EBITDA*” means with respect to any period, Consolidated Net Income *plus*, tothe extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated InterestExpense, (ii) Consolidated Income Tax Expense, (iii) depreciation, calculated for the Borrower andits Subsidiaries on a consolidated basis, (iv) amortization, calculated for the Borrower and itsSubsidiaries on a consolidated basis; (v) for the fiscal quarter ending September 30, 2006 only, anamount equal to $24,560,000.00 (which reflects the non-cash impairment charge recognized byBorrower in the fiscal quarter ending September 30, 2006), and (vi) extraordinary losses(determined in accordance with Agreement Accounting Principles) incurred other than in the ordinarycourse of business, calculated for the Borrower and its Subsidiaries on a consolidated basis,*minus,*to the extent included in Consolidated Net Income, extraordinary gains (determined inaccordance with Agreement Accounting Principles) realized other than in the ordinary course ofbusiness, calculated for the Borrower and its Subsidiaries on a consolidated basis.     “*Consolidated Funded Indebtedness*” means at any time (a) the aggregate dollar amountof Indebtedness of the Borrower and its Subsidiaries which has actually been funded and isoutstanding, whether or not such amount is due or payable at such time, and (b) all reimbursementobligations under outstanding Letters of Credit which (i) may be presented, or (ii) have beenpresented and have not yet been paid; all calculated for the Borrower and its Subsidiaries on aconsolidated basis as of such time.     “*Consolidated Income Tax Expense*” means, for any period, the tax expense of Borrowerand its Subsidiaries on a consolidated basis for said period.     “*Consolidated Indebtedness*” means at any time the Indebtedness of the Borrower and itsSubsidiaries calculated on a consolidated basis as of such time.     “*Consolidated Interest Expense*” means, with reference to any period, the interestexpense of Borrower and its Subsidiaries calculated on a consolidated basis for such period.     “*Consolidated Net Income*” means, with reference to any period, the net income (orloss) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period.     “*Consolidated Net Worth*” means at any time the consolidated shareholders’ equity ofthe Borrower and its Subsidiaries calculated on a consolidated basis as of such time.     “*Consolidated Tangible Net Worth*” of Borrower means, at any date, Consolidated NetWorth, less all related Intangible Assets, determined at such date. For purposes of thisdefinition, “Intangible Assets” means the amount (to the extent reflected in determiningConsolidated Net Worth) of (i) all write-ups in the book value of any asset owned by the Borrowerand its Subsidiaries, (ii) all Equity Investments of Borrower in its Subsidiaries and/orAffiliates, and (iii) all unamortized debt discount and expense, unamortized deferred charges,goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax losscarry-forwards, copyrights, organization or developmental expenses and other intangible assets ofBorrower and its Subsidiaries, calculated on a consolidated basis.     “*Contingent Obligation*” of a Person means any agreement, undertaking or arrangement bywhich such Person assumes, guarantees, endorses, contingently agrees to purchase or provide fundsfor the payment of, or otherwise becomes or is contingently liable upon, the obligation orliability of any other Person, or agrees to maintain the net worth or working capital or otherfinancial condition of any other Person, or otherwise assures any creditor of such other Personagainst loss, including any comfort letter, operating agreement, take-or-pay contract or theobligations of any such Person as general partner of a partnership with respect to the liabilitiesof the partnership.     “*Conversion/Continuation Notice*” is defined in Section 2.7.     “*Controlled Group*” means all members of a controlled group of corporations or otherbusiness entities and all trades or businesses (whether or not incorporated) under common controlwhich, together with the Borrower or any of its Subsidiaries, are treated as a single employerunder Section 414 of the Code.     “*Credit Extension*” means the making of an Advance or the issuance of a Facility LChereunder.     “*Credit Extension Date*” means the Borrowing Date for an Advance or the issuance datefor a Facility LC.
 

 
     “*Default*” is defined in Article VII.     “*Dollar*” and “*Dollars*” refer to U.S. currency.     “*Effective Date*” means the date on which the conditions specified in Section 4.1 aresatisfied.     “*Eligible Accounts Receivable*” means, at any date, the portion of the AccountsReceivable arising in the ordinary course of business from the sale of goods or services byBorrower and its Subsidiaries that Lender determines in its sole good faith discretion, based oncredit policies, market conditions, the business of Borrower and its Subsidiaries and othercriteria, is eligible, it being understood and agreed that Lender may determine that any AccountsReceivable are not eligible based upon the criteria set forth below and any other criteria whichLender from time to time determines, in its reasonable discretion, is appropriate, including,without limitation, any criteria used from time to time by Lender in such determination inconnection with credit facilities extended to any Person in a business similar or reasonablyrelated to that of Borrower and similarly situated. An Account Receivable shall not be deemed an“Eligible Account Receivable” unless such Account Receivable is subject to a perfected firstpriority security interest in favor of Administrative Agent, for the benefit of Lender, and is notsubject to any other lien, encumbrance, or security interest, is evidenced by an invoice or otherdocumentary evidence satisfactory to Lender, is unconditionally due and payable in Dollars to theBorrower or a Subsidiary of Borrower from a party (the “Account Debtor”) and conforms to thewarranties regarding the accounts contained in this Agreement. Without limiting the generality ofthe foregoing, no Account Receivable shall be an Eligible Account Receivable if:     (a) the Account Receivable is due and unpaid more than 90 days from the original invoice date;     (b) the Account Receivable arises from uncompleted performance on the part of the Borrower orany Subsidiary of Borrower, constitutes a progress billing or advance billing, is a “bill andhold,” or, if involving a sale of goods, all such goods have not been lawfully shipped and invoicedto the Account Debtor (or if requested by Lender, copies of all invoices, together with allshipping documents and delivery receipts evidencing such shipment have not been delivered toLender);     (c) the Account Receivable arises from a contract with any Government Authority;     (d) the Account Receivable is subject to any prior assignment, claim, lien, subrogation rightsor security interest, or subject to any levy or setoff;     (e) the Account Receivable is subject to any credit, contra account, allowance, adjustment,return of goods, or discount (collectively a “Contra”), provided, however, that unless the AccountDebtor has asserted a Contra, if the amount of the Account Receivable exceeds the amount of theContra, such excess shall be considered for eligibility if such excess is not otherwise excludedfrom being an Eligible Account Receivable;     (f) the Account Receivable arises from an Affiliate of Borrower or any Subsidiary of Borrower;     (g) the Account Receivable, when added to all other Accounts Receivable of the Account Debtor,produces an aggregate indebtedness from the Account Debtor of more than 30% of the total of all theEligible Accounts Receivable;     (h) the Account Debtor is subject to bankruptcy, receivership or similar proceedings or isinsolvent;     (i) the Account Receivable is evidenced by any chattel paper, promissory note, paymentinstrument or written agreement or arises from a consumer which is a natural person;     (j) the Account Receivable arises from an Account Debtor whose mailing address or executiveoffice is located outside the United States;     (k) the Account Receivable arises from an Account Debtor to whom goods are shipped on a “cashon delivery” or C.O.D. basis;     (l) the Account Receivable arises from an Account Debtor having 25% or more of its AccountsReceivable (in Dollar value or in number of Accounts Receivable) not considered to be EligibleAccounts Receivables;
 

 
the Account Receivable arises from an Account Debtor who has more than 50% ofits Accounts Receivable in Dollar value or in number of accounts with Borrower or any Subsidiary ofBorrower more than 60 days past due; and/or     (m) Lender has notified the Borrower that the Account Receivable or the Account Debtor isunsatisfactory or unacceptable (which Lender reserves the right to do in its sole discretion at anytime).     “*Eligible Inventory*” means, at any date, that portion of the Inventory, determined atsuch date, in which Lender has a first and exclusive perfected security interest and that Lenderdetermines from time to time, based on credit policies, market conditions, the business of Borrowerand the Subsidiaries and other matters, is eligible for use in calculating the Borrowing Base, itbeing understood and agreed that Lender may determine that any Inventory is not eligible for use incalculating the Borrowing Base based upon the criteria set forth below and any other criteria whichLender from time to time determines, in its reasonable discretion, is appropriate, including,without limitation, any criteria used from time to time by Lender in such determination inconnection with credit facilities extended to any Person in a business similar or reasonablyrelated to that of Borrower and similarly situated. For purposes of determining the BorrowingBase, Eligible Inventory shall not include:     (a) work in process;     (b) obsolete or discontinued Inventory;     (c) supply items, packaging, or the freight portion of raw materials;     (d) Inventory in the control of a third person for processing, storage, or otherwise unless abailee’s waiver or secured party of bailee’s waiver, as applicable, is delivered to Lender or atLender’s option to Administrative Agent for the benefit of Lender, in form satisfactory to Lender,together with the original documents or other instruments evidencing such Inventory, or such otheragreements or other documents as Lender shall require in its sole and absolute discretion;     (e) consigned Inventory;     (f) Inventory in transit;     (g) Inventory associated with any contract if the Borrower or any Subsidiary of the Borrowerhas knowledge that the same may be subject to a material adverse development;     (h) Inventory located outside the United States; and/or     (i) Inventory associated with any contract to the extent that progress or advance payments arereceived from the Account Debtor to the extent such Inventory is identified to such contract.All Inventory shall be valued for the purposes of determining the Borrowing Base, at the lesser ofcost (on a FIFO basis) or market.     “*Environmental Laws*” means any and all federal, state, local and foreign statutes,laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmentalrestrictions relating to (i) the protection of the environment, (ii) the effect of the environmenton human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardoussubstances or wastes into surface water, ground water or land, or (iv) the manufacture, processing,distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants,hazardous substances or wastes or the clean-up or other remediation thereof.     “*Equity Investment*” of a Person means any loan, advance (other than commission, traveland similar advances to officers and employees made in the ordinary course of business), extensionof credit (other than accounts receivable arising in the ordinary course of business on termscustomary in the trade) or contribution of capital by such Person, except to the extent any of theforegoing constitutes, as to the Person receiving such Equity Investment, Permitted Indebtedness.
 

 
     “*ERISA*” means the Employee Retirement Income Security Act of 1974, as amended fromtime to time, and any rule or regulation issued thereunder.     “*Eurodollar Advance*” means an Advance which, except as otherwise provided in Section2.11, bears interest at the applicable Eurodollar Rate.     “*Eurodollar Base Rate*” means, with respect to a Eurodollar Advance for the relevantInterest Period, an interest rate per annum (based on a 360-day year) obtained by dividing (i) theactual or estimated arithmetic mean of the per annum rates of interest at which deposits in U.S.dollars, for a period of time equal to the Interest Period in effect with respect to the relevantLoan, and in an aggregate amount comparable to the amount of the principal balance of the Loan, arebeing offered to U.S. banks by one or more prime banks in the London interbank market on the secondBusiness Day prior to the first day of each Interest Period, as offered and determined by Lender inaccordance with its standard practices and procedures based upon reference to information whichappears on page LIBOR01 captioned “British Bankers Assoc. Interest Settlement Rates” of the ReutersAmerica Network, a service of Reuters America, Inc. (or such other page that may replace that pageon that service for the purpose of displaying London interbank offered rates), or, if such serviceceases to be available or ceases to be used by Lender, such other reasonably comparable money rateservice selected by Lender, for obtaining rate quotations, or any other reasonable procedure, allas determined by Lender; by (ii) a percentage equal to 100% minus the Reserve Requirement.     “*Eurodollar Loan*” means a Loan which, except as otherwise provided in Section 2.11,bears interest at the applicable Eurodollar Rate.     “*Eurodollar Rate*” means, with respect to a Eurodollar Advance for the relevantInterest Period, the sum of (i) the Eurodollar Base Rate applicable to such Interest Period,plus (ii) the Applicable Margin.     “*Excluded Taxes*” means, with respect to Lender or any applicable Lending Installation,taxes imposed on its overall net income or net worth, and franchise taxes imposed on it, by (i) thejurisdiction under the laws of which Lender is incorporated or organized, or (ii) the jurisdictionin which Lender’s principal executive office or applicable Lending Installation is located.     “*Exhibit*” refers to an exhibit to this Agreement, unless another document isspecifically referenced.     “*Facility LC*” is defined in Section 2.19.1.     “*Facility LC Application**” is defined in Section 2.19.3. “**Facility TerminationDate*” means October 15, 2008, or any earlier date on which the Aggregate Commitment is reducedto zero or otherwise terminated pursuant to the terms hereof.     “*Facility Termination Date*” means October 15, 2008 or any earlier date on which theCommitment is reduced to zero or otherwise terminated pursuant to the terms hereof.     “*Fast Forward*” means Fast Forward Solutions, LLC, an Ohio limited liability company.     “*Fast Forward Guaranty*” means that certain Subsidiary Guaranty, dated May 28, 2004,executed by Fast Forward pursuant to the First Amended and Restated Credit Agreement in favor ofAdministrative Agent, for the benefit of the “Lenders” (as defined thereunder), which shallcontinue in full force and effect for the sole benefit of Lender, as the same may be amended,modified, supplemented, extended, restated and/or replaced from time to time.     “*Federal Funds Effective Rate*” means, for any day, an interest rate per annum equal tothe weighted average of the rates on overnight Federal funds transactions with members of theFederal Reserve System arranged by Federal funds brokers on such day, as published for such day(or, if such day is not a Business Day, for the immediately preceding Business Day) by the FederalReserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,the average of the quotations at approximately 10:00 a.m. (Columbus, Ohio time) on such day on suchtransactions received by Lender from three Federal funds brokers of recognized standing selected byLender in its sole discretion.     “*Final Judgment*” is defined in Section 12.6(ii).
 

 
     “*Financial Contract*” of a Person means any exchange-traded or over-the-counterfutures, forward, swap or option contract or other financial instrument with similarcharacteristics, to the extent any of the same are entered into for speculative (rather than riskmanagement) purposes.     “*First Amended and Restated Credit Agreement*” means that certain Amended and RestatedCredit Agreement by and among Borrower, The Huntington National Bank, in its capacity as Agent andas a “Lender” thereunder, and JPMorgan Chase Bank, N.A., a national banking association formerlyknown as Bank One, N.A., as a “Lender” thereunder, which is amended and restated in its entirety bythis Agreement.     “*Fixed Assets*” means, at any date, the aircraft and related tangible fixed assets ofBorrower and Guarantor which constitute Collateral under the Security Agreements and in whichLender has a perfected security interest.     “*Fixed Charge Coverage Ratio*” means, as of any date of calculation, the ratio of (i)(1) Consolidated EBITDA, minus (2) the sum of (a) income taxes actually paid, net of any income taxrefunds received, by Borrower and its Subsidiaries on a consolidated basis, and (b) MaintenanceCapital Expenditures, divided by (ii) (1) principal and interest payments scheduled with respect toConsolidated Indebtedness, plus (2) Consolidated Dividends.     “*Float*” means Float Control, Inc., a Michigan corporation.     “*Floating Rate*” means, for any day, a rate per annum equal to (i) the Alternative BaseRate for such day plus (ii) the Applicable Margin, in each case changing when and as thePrime Rate or the Federal Funds Effective Rate, as applicable, changes.     “*Floating Rate Advance*” means an Advance which, except as otherwise provided inSection 2.11, bears interest at the Floating Rate.     “*Floating Rate Loan*” means a Loan which, except as otherwise provided in Section 2.11,bears interest at the Floating Rate.     “*Governmental Authority*” means any national government, central bank or comparableagency, any state or other political subdivision thereof and any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertaining to government.     “*Guarantor*” means, separately and collectively, AMI, Float, Jetride, Timexpress andFast Forward, each of which is a Wholly-Owned Subsidiary of Borrower.     “*Guaranty*” means, separately and collectively, the Subsidiary Guaranty, the TimexpressGuaranty and the Fast Forward Guaranty.     “*Indebtedness*” of a Person means such Person’s (i) obligations for borrowed money,(ii) obligations representing the deferred purchase price of Property or services (other thanaccounts payable and accrued expenses arising in the ordinary course of such Person’s businesspayable on terms customary in the trade), (iii) obligations, whether or not assumed, secured byLiens against, or payable out of the proceeds or production from, Property now or hereafter ownedor acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or otherinstruments, (v) obligations of such Person to purchase securities or other Property arising out ofor in connection with the sale of the same or substantially similar securities or Property, (vi)Capitalized Lease Obligations, (vii) Contingent Obligations, and (viii) any other obligation forborrowed money which in accordance with Agreement Accounting Principles would be shown as aliability on the consolidated balance sheet of such Person.     “*Interest Period*” means, with respect to a Eurodollar Advance, a period of one, two,three or six months commencing on a Business Day selected by the Borrower pursuant to thisAgreement. Such Interest Period shall end on the day which corresponds numerically to such dateone, two, three or six months thereafter, *provided, however,*that if there is no such numericallycorresponding day in such next, second, third or sixth succeeding month, such Interest Period shallend on the last Business Day of such next, second, third or sixth succeeding month. If an InterestPeriod would otherwise end on a day which is not a Business Day, such Interest Period shall end onthe next succeeding Business Day, *provided, however,*that if said next succeeding Business Dayfalls in a new calendar month, such Interest Period shall end on the immediately preceding BusinessDay**.**
 

 
     “*Inventory*” shall mean at any date the total of all goods which would be properlyclassified in accordance with Agreement Accounting Principles as inventory on the consolidatedbalance sheet of the Borrower and its Subsidiaries at such date.     “*Investment*” of a Person means any loan, advance (other than commission, travel andsimilar advances to officers and employees made in the ordinary course of business), extension ofcredit (other than accounts receivable arising in the ordinary course of business on termscustomary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds,partnership interests, notes, debentures or other securities owned by such Person; any depositaccounts and certificates of deposit owned by such Person which do not constitute Cash Equivalents;and Financial Contracts, derivative financial instruments and other similar instruments orcontracts owned by such Person.     “*Jetride*” means Jetride, Inc., an Ohio corporation, now known as 7250 STARCHECK, INC.     “*LC Disbursement*” means a payment made by the LC Issuer pursuant to a Facility LC.     “*LC Fee*” is defined in Section 2.19.4.     “*LC Obligations*” means, at any time, the sum, without duplication, of (i) theaggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii)the aggregate unpaid amount at such time for all Reimbursement Obligations.     “*LC Payment Date*” is defined in Section 2.19.5.     “*Lender*” means The Huntington National Bank, a national banking association, and itssuccessors and assigns, as the sole Lender hereunder, and as the sole Lender as of the date hereofimmediately prior to the effectiveness of this Agreement, under the First Amended and RestatedCredit Agreement.     “*Lending Installation*” means, with respect to Lender, the office, branch, subsidiaryor affiliate of Lender listed on the signature pages hereof or on a Schedule or otherwise selectedby Lender pursuant to Section 2.17.     “*Letter of Credit*” of a Person means a letter of credit which is issued upon theapplication of such Person or upon which such Person is an account party or for which such Personis in any way liable.     “*Leverage Ratio*” means, as of any date of calculation, the ratio of (i) ConsolidatedFunded Indebtedness outstanding on such date divided by (ii) Consolidated EBITDA for the Borrower’sthen most-recently ended four fiscal quarters.     “*Lien*” means any lien (statutory or other), mortgage, pledge, hypothecation,assignment, deposit arrangement, encumbrance or preference, priority or other security agreement orpreferential arrangement of any kind or nature whatsoever (including the interest of a vendor orlessor under any conditional sale, Capitalized Lease or other title retention agreement).     “*Loan Documents*” means this Agreement, the Security Agreements, the Pledge, the Notes,the Subsidiary Guaranty, the Fast Forward Guaranty, the Timexpress Guaranty, the Facility LCApplications, and any other documents and/or instruments heretofore, now or hereafter givenpursuant hereto or thereto or otherwise in connection herewith or therewith.     “*Loans*” means the loans made by Lender to the Borrower pursuant to this Agreement (orany conversion or continuation thereof).     “*Maintenance Capital Expenditures*” means capital expenditures which are capitalized byBorrower and which maintain or extend the useful life of aircraft, exclusive of costs associatedwith the purchase and installation of Required Vertical Separate Minimum modules, GlobalPositioning Systems and Shadin Digital Fuel Management Systems on aircraft operated by the Borroweror any Subsidiary.     “*Margin Stock*” has the meaning assigned to such term in Regulation U.
 

 
     “*Material Adverse Effect*” means a material adverse effect on (i) the business,Property, condition (financial or otherwise) or results of operations of the Borrower and itsSubsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations underthe Loan Documents to which it is a party, or (iii) the validity or enforceability of any of theLoan Documents or the rights or remedies of Lender or Administrative Agent thereunder.     “*Material Indebtedness*” shall have the meaning set forth in Section 7.5.     “*Maturity Date*” means October 15, 2008.     “*Maximum Rate*” shall have the meaning set forth in Section 12.20.     “*Modify*” and “*Modification*” are defined in Section 2.19.1.     “*Moody’s*” means Moody’s Investors Service, Inc.     “*Multiemployer Plan*” means a Plan maintained pursuant to a collective bargainingagreement or any other arrangement to which the Borrower or any member of the Controlled Group is aparty to which more than one employer is obligated to make contributions.     “*Note*” or “*Notes*” means the promissory note given by Borrower in favor ofLender, in the maximum principal amount of the Commitment, dated of even date herewith and in theform of Exhibit A, which constitutes an amendment and restatement of, and evidence of theindebtedness previously evidenced by that certain (i) Note (as amended from time to time, the “HNBNote”) dated March 24, 2005 given by Borrower in favor of Lender in the face amount of$18,750,000.00, and (ii) Note (as amended from time to time, the “JPM Note”) dated March 24, 2005given by Borrower in favor of JPMorgan Chase Bank, a national banking association (“JPM”) formerlyknown as Bank One, N.A. (Columbus), in the face amount of $11,250,000.00, each executed anddelivered by Borrower pursuant to the First Amended and Restated Credit Agreement, the maximumoutstanding principal indebtedness available under (i) the HNB Note being, as of the date hereof,zero Dollars ($0), and (ii) the JPM Note being, as of the date hereof, zero Dollars ($0), with saidJPM Note having been assigned by JPM to Lender pursuant to the Assignment Agreement dated of evendate herewith by and between Lender and JPM, as Assignee and Assignor, respectively.     “*Notice of Assignment*” is defined in Section 11.3.2.     “*Obligations*” means all unpaid principal of and accrued and unpaid interest on theLoans, all accrued and unpaid fees, all Reimbursement Obligations, and all expenses,reimbursements, indemnities and other obligations of the Borrower to Lender, the AdministrativeAgent, or any indemnified party arising under the Loan Documents or to Lender, AdministrativeAgent, or any Affiliate of any of them in connection with any Rate Management Transactions.     “*Off-Balance Sheet Liability*” of a Person means (i) any repurchase obligation orrepurchase liability of such Person with respect to accounts or notes receivable sold by suchPerson, (ii) any liability under any Sale and Leaseback Transaction which is not a CapitalizedLease, (iii) any liability under any so-called “synthetic lease” transaction entered into by suchPerson, or (iv) any obligation arising with respect to any other transaction which is thefunctional equivalent of or takes the place of borrowing but which does not constitute a liabilityon the balance sheet of such Person, but excluding from this clause (iv) Operating LeaseObligations.     “*Operating Lease*” of a Person means any lease of Property (other than a CapitalizedLease) by such Person as lessee which has an original term (including any required renewals and anyrenewals effective at the option of the lessor) of more than one year.     “*Operating Lease Obligations*” means, as at any date of determination, the amountobtained by aggregating the present values, determined in the case of each particular OperatingLease by applying a discount rate (which discount rate shall equal the discount rate which would beapplied under Agreement Accounting Principles if such Operating Lease were a Capitalized Lease)from the date on which each fixed lease payment is due under such Operating Lease to such date ofdetermination, of all fixed lease payments due under all Operating Leases of the Borrower and itsSubsidiaries.     “*Original Credit Agreement*” is defined in the First Amended and Restated CreditAgreement.     “*Other Taxes*” is defined in Section 3.5(ii).
 

 
     “*Outstanding Credit Exposure*” means, at any time, the aggregate principal amount ofRevolving Loans outstanding at such time, plus the amount of the LC Obligations at suchtime.     “*Participants*” is defined in Section 11.2.1.     “*Payment Date*” means the last day of March, 2007 and the last day of each third monththereafter through the Maturity Date.     “*PBGC*” means the Pension Benefit Guaranty Corporation, or any successor thereto.     “*Permitted Indebtedness*” is defined in Section 6.11.     “*Permitted Liens*” is defined in Section 6.15.     “*Person*” means any natural person, corporation, firm, joint venture, partnership,limited liability company, association, enterprise, trust or other entity or organization, or anygovernment or political subdivision or any agency, department or instrumentality thereof.     “*Plan*” means an employee pension benefit plan which is covered by Title IV of ERISA orsubject to the minimum funding standards under Section 412 of the Code as to which the Borrower orany member of the Controlled Group may have any liability.     “*Pledge*” means, separately and collectively, that certain Stock Pledge Agreement andthat certain Security Agreement, Pledge and Assignment of Membership Interest, each dated May 28,2004, given by Borrower pursuant to the First Amended and Restated Credit Agreement, in favor ofAdministrative Agent (as defined thereunder), for the benefit of the “Lenders” (as definedthereunder), which shall continue in full force and effect for the sole benefit of Lender, as thesame may be amended, modified, supplemented, extended, restated and/or replaced from time to time.     “*Pricing Schedule*” means the Schedule attached hereto identified as such.     “*Prime Rate*” means the “prime rate” established by Lender from time to time based onits consideration of economic, money market, business and competitive factors, and it is notnecessarily Lender’s most favored rate. In the event Lender shall abolish or abandon the practiceof establishing its Prime Rate or should the same be unascertainable, Lender shall designate acomparable reference rate which shall be deemed to be the Prime Rate under this Agreement and theother Loan Documents.     “*Property*” of a Person means any and all property, whether real, personal, tangible,intangible, or mixed, of such Person, or other assets owned or leased.     “*Purchasers*” is defined in Section 11.3.1.     “*Rate Management Transaction*” means any transaction (including an agreement withrespect thereto) now existing or hereafter entered into between the Borrower and Lender or anyAffiliate of Lender which is a rate swap, basis swap, forward rate transaction, commodity swap,commodity option, equity or equity index swap, equity or equity index option, bond option, interestrate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction,forward transaction, currency swap transaction, cross-currency rate swap transaction, currencyoption or any other similar transaction (including any option with respect to any of thesetransactions) or any combination thereof, whether linked to one or more interest rates, foreigncurrencies, commodity prices, equity prices or other financial measures.     “*Rate Management Obligations*” of a Person means any and all obligations of suchPerson, whether absolute or contingent and howsoever and whenever created, arising, evidenced oracquired (including all renewals, extensions and modifications thereof and substitutions therefor),under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs,reversals, terminations or assignments of any Rate Management Transactions.
 

 
     “*Regulation D*” means Regulation D of the Board as from time to time in effect and anysuccessor thereto or other regulation or official interpretation of the Board relating to reserverequirements applicable to member banks of the Federal Reserve System.     “*Regulation T*” means Regulation T of the Board as from time to time in effect and allofficial rulings and interpretations thereunder or thereof.     “*Regulation U*” means Regulation U of the Board as from time to time in effect and anysuccessor or other regulation or official interpretation of the Board relating to the extension ofcredit by banks for thepurpose of purchasing or carrying margin stocks applicable to member banks of the Federal ReserveSystem.     “*Regulation X*” means Regulation X of the Board as from time to time in effect and allofficial rulings and interpretations thereunder or thereof.     “*Reimbursement Obligations*” means, at any time, the aggregate of all obligations ofthe Borrower then outstanding under Section 2.19 to reimburse Lender for amounts paid by Lender inrespect of any one or more drawings under Facility LCs.     “*Reportable Event*” means a reportable event as defined in Section 4043 of ERISA andthe regulations issued under such section, with respect to a Plan, excluding, however, such eventsas to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that itbe notified within 30 days of the occurrence of such event, *provided, however,*that a failure tomeet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be aReportable Event regardless of the issuance of any such waiver of the notice requirement inaccordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.     “*Reports*” has the meaning set forth in Section 12.6.     “*Required Property Insurance Coverage*” means at any time insurance insuring allProperty of the Borrower and its Subsidiaries against loss or damage by fire, lightning, vandalismand malicious mischief and all other perils covered by standard “extended coverage” or “all-risk”insurance and such other risks and losses as is consistent with sound business practices and iscustomarily maintained from time to time by similar businesses similarly situated and owning,leasing or operating similar properties, including, without limitation, war and terrorism coveragewith respect to all jet aircraft; all in such amounts, and having such deductibles from the losspayable for any casualty, as is customary from time to time for similar businesses similarlysituated and owning, leasing or operating similar properties. If any insurance policies withrespect to Required Property Insurance Coverage is written on a co-insurance basis, such policymust contain an agreed amount endorsement as evidence that the coverage is in an amount sufficientto insure the full amount of such Property.     “*Required Public Liability Insurance Coverage*” means comprehensive general accidentand public liability insurance (including, without limitation, coverage for product liability, andelevators and escalators, if any, on property owned or leased by the Borrower and its Subsidiaries)against injury, loss and/or damage to persons and property and such other risks and losses as isconsistent with sound business practices and is customarily maintained from time to time by similarbusinesses similarly situated and owning, leasing or operating similar properties; all in suchamounts as is customary from time to time for similar businesses similarly situated and owning,leasing or operating similar properties.     “*Reserve Requirement*” means, with respect to an Interest Period, the maximum aggregatereserve requirement (including all basic, supplemental, marginal and other reserves) which isimposed under Regulation D on Eurocurrency liabilities.     “*Revolving Commitment*” and “*Commitment*” each mean the obligation of Lender tomake Revolving Loans to Borrower in an aggregate amount not exceeding Fifteen Million Dollars$15,000,000.00), as such amount may be modified from time to time pursuant to the terms hereof.     “*Revolving Loan*” and “*Revolving Loans*” means a Loan or the Loans,respectively, made pursuant to clause (b) of Section 2.1.
 

 
     “*S&P*” means Standard and Poor’s Ratings Services, a division of The McGraw HillCompanies, Inc.     “*Sale and Leaseback Transaction*” means any sale or other transfer of Property by anyPerson with the intent to lease such Property as lessee.     “*Schedule*” refers to a specific schedule to this Agreement, unless another document isspecifically referenced.     “*Section*” means a numbered section of this Agreement, unless another document isspecifically referenced.     “*Security Agreements*” means, separately and collectively, each of the (i) ContinuingSecurity Agreements dated May 28, 2004, executed by Borrower and each Guarantor, pursuant to theFirst Amended and Restated Credit Agreement, in favor of Administrative Agent, for the benefit ofthe “Lenders” (as defined thereunder), which shall continue in full force and effect for the solebenefit of Lender, and (ii) Mortgage, Security Agreement and Assignment given by Borrower pursuantto the First Amended and Restated Credit Agreement in favor of Administrative Agent, for thebenefit of the “Lenders” (as defined thereunder), which shall continue in full force and effect forthe sole benefit of Lender; in each case as the same may be amended, modified, supplemented,extended, restated and/or replaced from time to time.     “*Security Documents*” means, separately and collectively, the Security Agreements andthe Pledge.     “*Single Employer Plan*” means a Plan maintained by the Borrower or any member of theControlled Group for employees of the Borrower or any member of the Controlled Group.     “*Subsidiary*” of a Person means (i) any corporation more than 50% of the outstandingsecurities having ordinary voting power of which shall at the time be owned or controlled, directlyor indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one ormore of its Subsidiaries, or (ii) any partnership, limited liability company, association, jointventure or similar business organization more than 50% of the ownership interests having ordinaryvoting power of which shall at the time be so owned or controlled. Unless otherwise expresslyprovided, all references herein to a “Subsidiary” means a Subsidiary of the Borrower.     “*Subsidiary Guaranty*” means that certain Replacement Subsidiary Guaranty, dated May28, 2004, executed by the AMI, Float and Jetride pursuant to the First Amended and Restated CreditAgreement in favor of Administrative Agent, for the benefit of the “Lenders” thereunder, whichshall remain in full force and effect for the sole benefit of Lender, as the same may be amended,modified, supplemented, extended, restated and/or replaced from time to time.     “*Substantial Portion*” means, with respect to the Property of the Borrower and itsSubsidiaries, Property which (i) represents more than 10% of the consolidated assets of theBorrower and its Subsidiaries as would be shown in the consolidated financial statements of theBorrower and its Subsidiaries as at the beginning of the twelve-month period ending with the monthin which such determination is made, or (ii) is responsible for more than 10% of the consolidatednet sales or of the consolidated net income of the Borrower and its Subsidiaries as reflected inthe financial statements referred to in clause (i) above; provided, however, that “10%”, asit appears in subparts (i) and (ii) above, shall be changed to and shall mean, for all purposes ofthis definition, 20% provided that the net proceeds (after payment of reasonable costs and expensesassociated with any such sale, including reasonable attorneys’ fees) upon sale or other dispositionby the Borrower or any Subsidiary of the consolidated assets referenced in (i) and (ii) above arewithin 90 days of such sale or other disposition, (a) reinvested in assets of the Borrower and itsSubsidiaries which are of similar type and substantially equivalent value as such consolidatedassets so sold or otherwise disposed of, and/or (b) paid to Lender or Administrative Agent forapplication in accordance herewith to the amounts owing under the Loans.     “*Taxes*” means any and all present or future taxes, duties, levies, imposts,deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but*excluding*Excluded Taxes.     “*Timexpress*” means timexpress.com, inc., an Ohio corporation.     “*Timexpress Guaranty*” means that certain Subsidiary Guaranty, dated May 28, 2004,executed by Timexpress pursuant to the First Amended and Restated Credit Agreement in favor ofAdministrative Agent, for the
 

 
benefit of the “Lenders” (as defined thereunder), which shallcontinue in full force and effect for the sole benefit of Lender, as the same may be amended,modified, supplemented, extended, restated and/or replaced from time to time.     “*Transferee*” is defined in Section 11.4.     “*Type*” means, with respect to any Advance, its nature as a Floating Rate Advance or aEurodollar Advance.     “*Unfunded Liabilities*” means the amount (if any) by which the present value of allvested and unvested accrued benefits under all Single Employer Plans exceeds the fair market valueof all such Plan assets allocable to such benefits, all determined as of the then most recentvaluation date for such Plans using PBGC actuarial assumptions for single employer planterminations.     “*Unmatured Default*” means an event which but for the lapse of time or the giving ofnotice, or both, would constitute a Default.     “*U.S.*” means the United States of America.     “*Wholly-Owned Subsidiary*” of a Person means (i) any Subsidiary all of the outstandingvoting securities of which shall at the time be owned or controlled by such Person or, (ii) anypartnership, limited liability company, association, joint venture or similar business organization100% of the ownership interests having ordinary voting power of which shall at the time be so ownedor controlled.     Section 1.2. Classification of Loans and Advances. For purposes of this Agreement,Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”).     Section 1.3. Terms Generally. The definitions of terms herein shall apply equally tothe singular and plural forms of the terms defined. Whenever the context may require, any pronounshall include the corresponding masculine, feminine and neuter forms. The words “include”,“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Theword “will” shall be construed to have the same meaning and effect as the word “shall”. Unless thecontext requires otherwise (a) any definition of or reference to any agreement, instrument or otherdocument herein shall be construed as referring to such agreement, instrument or other document asfrom time to time amended, supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein), (b) any reference herein to any Personshall be construed to include such Person’s successors and assigns, (c) the words “herein”,“hereof” and “hereunder”, and words of similar import, shall be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, and (d) all references hereinto Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sectionsof, and Exhibits and Schedules to, this Agreement.     Section 1.4. Accounting Terms. Except as otherwise expressly provided herein, allterms of an accounting or financial nature shall be construed in accordance with AgreementAccounting Principles, as in effect from time to time, *provided*that, if the Borrower notifiesLender that the Borrower requests an amendment to any provision hereof to eliminate the effect ofany change occurring after the date hereof in Agreement Accounting Principles or in the applicationthereof on the operation of such provision (or if Lender request an amendment to any provisionhereof for such purpose), regardless of whether any such notice is given before or after suchchange in Agreement Accounting Principles or in the application thereof, then such provision shallbe interpreted on the basis of Agreement Accounting Principles as in effect and applied immediatelybefore such change shall have become effective until such notice shall have been withdrawn or suchprovision amended in accordance herewith. Whenever under this Agreement any financial information,data and the like is calculated on a consolidated basis for the Borrower and its Subsidiaries, suchfinancial information, data and the like of such Subsidiary shall be included only to the extent ofthe Borrower’s percentage of ownership of such Subsidiary. Any reference in this Agreement to theterms “extraordinary losses” and “extraordinary gains” shall mean such losses and gains,respectively, categorized by the Borrower’s external auditors as extraordinary in the financialstatements of the Borrower prepared in accordance with Agreement Accounting Principles in effect atthe date of such financial statements. Notwithstanding anything contained or implied herein to thecontrary, no change in Agreement Accounting Principles shall require the restatement of anyfinancial statements dated prior to such change and provided to Lender. Further, no retroactivechange shall be made (as a result of any change in Agreement Accounting Principles which occursafter the date of any such financial statements) in any of the calculations made hereunder basedupon the information contained in said financial statements including, without limitation, thecalculation of the Applicable Margin.
 

 
**ARTICLE II****The Credit**     Section 2.1 Commitment. Subject to the terms and conditions set forth herein, from andincluding the Effective Date and prior to the Facility Termination Date, Lender agrees to (i) makeRevolving Loans to the Borrower, and (ii) issue Facility LCsupon the request of the Borrower, *provided*that, after giving effect to the making of each such Revolving Loan or theissuance of each such Facility LC, (i) Lender’s Outstanding Credit Exposure shall not exceed theRevolving Commitment, and (ii) the maximum amount of all Loans (including all Revolving Loans andthe LC Obligations) shall at no time exceed the Borrowing Base. Subject to the terms of thisAgreement, the Borrower may borrow, repay and re-borrow Revolving Loans at any time prior to theFacility Termination Date. The Revolving Commitment to extend Revolving Loans hereunder shallexpire on the Facility Termination Date. Lender will issue Facility LCs hereunder on the terms andconditions set forth in Section 2.19.     Section 2.2. Loans and Advances.     (i) Each Loan shall be made as part of an Advance consisting of Loans of the same Type made byLender. Advances of more than one Type may be outstanding at the same time.     (ii) Each Advance of Revolving Loans shall be comprised entirely of Floating Rate Loans orEurodollar Loans as the Borrower may request in accordance herewith. Lender at its option may makeany Eurodollar Loan by causing any domestic or foreign branch or Affiliate of Lender to make suchLoan, *provided*that any exercise of such option shall not affect the obligation of the Borrower torepay such Loan in accordance with the terms of this Agreement.     Section 2.3. Required Payments; Termination. The Revolving Commitment shallterminate, and the Outstanding Credit Exposure and all other unpaid Obligations shall be paid infull by the Borrower, on the Facility Termination Date.     Section 2.4. Commitment Fee; Facility Fee; Increases and Reductions in Commitment.The Borrower agrees to pay to Lender a commitment fee at a per annum rate equal to the ApplicableFee Rate on the average daily Available Revolving Commitment from the date hereof to and includingthe Facility Termination Date, payable (in arrears) on each Payment Date hereafter and on theFacility Termination Date. The Borrower may permanently reduce the Revolving Commitment in whole,or in part, in integral multiples of $5,000,000, upon at least five Business Days written notice toLender, which notice shall specify the amount of any such reduction, *provided, however,*that theamount of the Revolving Commitment may not be reduced below the Outstanding Credit Exposure. Allaccrued commitment fees shall be payable on the effective date of any termination of theobligations of Lender to make Credit Extensions hereunder.     Section 2.5. Minimum Amount of Each Advance; Eurodollar Advances.     (i) Each Eurodollar Advance shall be in the minimum amount of $500,000 (and in multiples of$100,000 if in excess thereof).     (ii) Each Floating Rate Advance shall be in the minimum amount of $100,000 (and in multiplesof $100,000 in excess thereof), *provided, however,*that any Floating Rate Advance may be in thelesser amount of the Available Revolving Commitment or the amount that is required to refinance thereimbursement of an LC Disbursement as contemplated by Section 2.19.6.     (iii) There shall not at any time be more than a total of five (5) Eurodollar RevolvingAdvances outstanding.     Section 2.6. Method of Selecting Types and Interest Periods for New Advances. TheBorrower shall from time to time select the Type of Advance and, in the case of each EurodollarAdvance, the Interest Period applicable thereto. The Borrower shall give Lender irrevocable notice(a “Borrowing Notice”) not later than noon (Columbus, Ohio time) at least one (1) Business Daybefore the date on which Borrower desires that such Advance
 

 
be made (the “Borrowing Date”) of eachFloating Rate Advance and three (3) Business Days before the Borrowing Date for each EurodollarAdvance, specifying: (i) the Borrowing Date, which shall be a Business Day, of such Advance,  (ii) the aggregate amount of such Advance,  (iii) the Type of Advance selected, and  (iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.     If no election as to Type of Advance is specified in the Borrowing Notice, the requestedAdvance shall be a Floating Rate Advance. If no Interest Period is specified with respect to therequested Eurodollar Advance, then the Borrower shall be deemed to have selected an Interest Periodof one (1) month’s duration.     Lender will make the each Advance available to the Borrower by 3:00 p.m. (Columbus, Ohio time)on the Borrowing Date at Lender’s aforesaid address.     Section 2.7. Conversion and Continuation of Outstanding Advances. (i) Floating RateAdvances shall continue as Floating Rate Advances unless and until such Floating Rate Advances areconverted into Eurodollar Advances pursuant to this Section 2.7 or are repaid in accordance withthe terms of this Agreement. Each Eurodollar Advance shall continue as a Eurodollar Advance untilthe end of the then applicable Interest Period therefor, at which time such Eurodollar Advanceshall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance isor was repaid in accordance with the terms of this Agreement or (y) the Borrower shall have givenLender a Conversion/Continuation Notice (as defined below) requesting that, at the end of suchInterest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or anotherInterest Period. Subject to the terms of Section 2.5, the Borrower may elect from time to time toconvert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shallgive Lender irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of aFloating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not laterthan noon (Columbus, Ohio time) at least three Business Days prior to the date of the requestedconversion or continuation, specifying:     (a) the requested date, which shall be a Business Day, of such conversion orcontinuation,     (b) the aggregate amount and Type of the Advance which is to be converted orcontinued, and the interest rate and expiration date of the Interest Period currently ineffect with respect thereto, if any, and     (c) the amount of such Advance which is to be converted into or continued as aEurodollar Advance and the duration of the Interest Period to be applicable thereto.     Section 2.8. Optional Principal Payments. The Borrower may from time to time pay,without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregateamount of $100,000 or any integral multiple of $100,000 in excess thereof, any portion of theoutstanding Floating Rate Advances upon two Business Days’ prior notice to Lender. The Borrowermay from time to time pay, subject to the payment of any funding indemnification amounts requiredby Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in aminimum aggregate amount of $500,000 or any integral multiple of $100,000 in excess thereof, anyportion of the outstanding Eurodollar Advances upon three Business Days prior notice to Lender.All prepayments of principal shall be applied to the Revolving Loan (without any correspondingreduction in the Revolving Commitment unless done so in accordance with Section 2.4).     Section 2.9. Intentionally Omitted.     Section 2.10. Changes in Interest Rate, etc. Each Floating Rate Advance shall bearinterest on the outstanding principal amount thereof, for each day from and including the date suchAdvance is made or is converted from a Eurodollar Advance into a Floating Rate Advance pursuant toSection 2.7, to but excluding the date it is paid or is converted into a Eurodollar Advancepursuant to Section 2.7 hereof, at a rate per annum equal to the Floating Rate for such day.Changes in the rate of interest on that portion of any Advance maintained as a Floating RateAdvance will take effect simultaneously with each change in the Prime Rate or Federal FundsEffective Rate, as applicable.
 

 
Each Eurodollar Advance shall bear interest on the outstandingprincipal amount thereof from and including the first day of the Interest Period applicable theretoto (but not including) the last day of such Interest Period at the interest rate determined byLender as applicable to such Eurodollar Advance based upon the Borrower’s selections under Sections2.6 and 2.7 and otherwise in accordance with the terms hereof. No Interest Period may end afterthe Facility Termination Date.     Section 2.11. Rates Applicable After Default. Notwithstanding anything to thecontrary contained in Section 2.6 or 2.7, during the continuance of a Default or Unmatured Default,no Advance may be made as or converted into a Eurodollar Advance and each existing Eurodollar Loanshall, at Lender’s option upon the expiration of the Interest Period in effect with respect to eachsuch Eurodollar Loan, be automatically converted to a Floating Rate Loan. In addition, during thecontinuance of a Default (i) each Eurodollar Advance shall bear interest for the remainder of theapplicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% perannum, (ii) each Floating Rate Advance shall bear interest at a rate per annum equal to theFloating Rate in effect from time to time plus 2%, and (iii) the LC Fee shall be increased by 2%per annum.     Section 2.12. Repayment of Loans; Evidence of Debt.     (i) The Borrower hereby unconditionally promises to pay to Lender, or at Lender’s option toAdministrative Agent for the benefit of Lender, the then unpaid principal amount of each RevolvingLoan on the Facility Termination Date.     (ii) All payments of the Obligations hereunder shall be made, without setoff, deduction, orcounterclaim, in immediately available funds to Lender or Administrative Agent at Lender’s addressspecified pursuant to Section 12.14, or at any other Lending Installation specified in writing byLender to the Borrower, by noon (Columbus, Ohio time) on the date when due. Lender is herebyauthorized to charge the account of the Borrower maintained with Lender for each payment ofprincipal and/or interest, Reimbursement Obligations and fees, as any of the same becomes duehereunder.     (iii) Lender shall maintain accounts in which it will record (a) the amount of each Loan madehereunder, the Type thereof, and, as applicable, the Interest Period with respect thereto, (b) theamount of any principal or interest due and payable or to become due and payable from the Borrowerto Lender and/or Administrative Agent hereunder, (c) the original stated amount of each Facility LCand the amount of LC Obligations outstanding at any time, and (d) the amount of any sum received byLender hereunder from the Borrower. Lender may endorse on a schedule forming a part hereof or aNote appropriate notation to evidence the foregoing information with respect to the principal andinterest then outstanding.     (iv) The entries maintained in the accounts maintained pursuant to paragraphs (iii) aboveshall be *prima facie*evidence of the existence and amounts of the Obligations therein recorded;*provided, however,*that the failure of Lender to maintain such accounts or any error therein shallnot in any manner affect the obligation of the Borrower to repay the Obligations in accordance withthe terms and provisions hereof.     Section 2.13. Intentionally Omitted.     Section 2.14. Telephonic Notices. The Borrower hereby authorizes Lender to extend,convert or continue Advances, effect selections of Types of Advances and to transfer funds based ontelephonic notices made by any person or persons Lender in good faith believes to be acting onbehalf of the Borrower, it being understood that the foregoing authorization is specificallyintended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically.The Borrower agrees to deliver promptly to Lender a written confirmation signed by an AuthorizedOfficer if such confirmation is requested by Lender, of each telephonic notice. If the writtenconfirmation differs in any material respect from the action taken by Lender, the records of Lendershall govern absent manifest error.     Section 2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued oneach Floating Rate Advance shall be payable on each Payment Date and at maturity. Interest accruedon each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, onany date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and atmaturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than threemonths shall also be payable on the last day of each three-month interval during such InterestPeriod. Commitment fees, LC Fees and interest with respect to each Eurodollar Loan and shall be
 

 
calculated for actual days elapsed on the basis of a 360-day year. Interest with respect to eachFloating Rate Loan shall be calculated for actual days elapsed on the basis of a 365-day year.Interest shall be payable for the day an Advance is made but not for the day of any payment on theamount paid ifpayment is received prior to noon (Columbus, Ohio time). If any payment of principal of orinterest on an Advance shall become due on a day which is not a Business Day, such payment shall bemade on the next succeeding Business Day and, in the case of a principal payment, such extension oftime shall be included in computing interest in connection with such payment.     Section 2.16. Intentionally Omitted.     Section 2.17. Lending Installations. Lender may book Loans, LC Obligations andFacility LCs at any Lending Installation selected by Lender, and may change its LendingInstallation from time to time. All terms of this Agreement shall apply to any such LendingInstallation and the Loans and any Notes issued hereunder shall be deemed held by Lender for thebenefit of any such Lending Installation. Lender may, by written notice to Borrower in accordancewith Section 12.14, designate replacement or additional Lending Installations through which Loanswill be made by it or Facility LCs will be issued by it and for whose account Loan payments orpayments with respect to Facility LCs are to be made. Notwithstanding anything contained herein tothe contrary, Lender shall not designate a non-U.S. Lending Installation unless it is determined inthe reasonable discretion by Lender that the extension or continuation of any Eurodollar Loancannot be made at a U.S. Lending Installation.     Section 2.18.Intentionally Omitted.     Section 2.19.Facility LCs.     Section 2.19.1. Issuance Lender hereby agrees, on the terms and conditions setforth in this Agreement, to issue standby letters of credit (each, a “Facility LC”) and to renew,extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action a“Modification”), from time to time from and including the date of this Agreement and prior to theFacility Termination Date upon the request of the Borrower; *provided*that immediately after eachsuch Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligationsshall not exceed $5,000,000, and (ii) the Outstanding Credit Exposure shall not exceed theRevolving Commitment. No Facility LC shall have an expiry date later than the earlier of (x) thefifth Business Day prior to the Facility Termination Date and (y) one year after its issuance.     Section 2.19.2. Notice. Subject to Section 2.19.1, the Borrower shall give Lendernotice prior to 10:00 a.m. (Columbus, Ohio time) at least three (3) Business Days prior to theproposed date of issuance or Modification of each Facility LC, specifying the beneficiary, theproposed date of issuance (or Modification) and the expiry date of such Facility LC, and describingthe proposed terms of such Facility LC and the nature of the transactions proposed to be supportedthereby. The issuance or Modification by Lender of any Facility LC shall, in addition to theconditions precedent set forth in Article IV, be subject to the conditions precedent that suchFacility LC shall be satisfactory to Lender and that the Borrower shall have executed and deliveredsuch application agreement and/or such other instruments and agreements relating to such FacilityLC as Lender shall have reasonably requested (each, a “Facility LC Application”). In the event ofany conflict between the terms of this Agreement and the terms of any Facility LC Application, theterms of this Agreement shall control. Further, notwithstanding any grant of collateral securityunder any Facility LC Application for the obligations of Borrower thereunder, Lender agrees andacknowledges that the Reimbursement Obligations and all other amounts owing by Borrower under anyFacility LC Application shall at all times be unsecured.     Section 2.19.3. LC Fees. The Borrower shall pay to Lender (i) a letter of credit feeat a per annum rate equal to the Applicable Fee Rate on the average daily undrawn stated amount ofeach Facility LC, such fee to be payable in arrears on each Payment Date, and (ii) a one-timeletter of credit fee in an amount equal to 15 basis points of the stated amount of each FacilityLC, such fee to be payable on the date of such issuance or increase (each such fee described inthis sentence an “LC Fee”). The Borrower shall also pay to Lender such reasonable and customarydocumentary and processing charges in connection with the issuance or Modification of and drawsunder Facility LCs in accordance with Lender’s standard schedule for such charges as in effect fromtime to time.     Section 2.19.4. Administration; Reimbursement. Upon receipt from the beneficiary of anyFacility LC of any demand for payment under such Facility LC, Lender shall promptly notify theBorrower as to the amount to be paid by Lender as a result of such demand and the proposed paymentdate (the “LC Payment Date”). The responsibility of Lender to the Borrower shall be only todetermine that the documents (including each demand for payment) delivered
 

 
under each Facility LCin connection with such presentment shall be in conformity in all material respects with suchFacility LC.     Section 2.19.5. Reimbursement by Borrower. The Borrower shall be irrevocably andunconditionally obligated to reimburse Lender on or before the applicable LC Payment Date for anyamounts paid by Lender upon any drawing under any Facility LC, without presentment, demand, protestor other formalities of any kind; *provided*that the Borrower shall not hereby be precluded fromasserting any claim for direct (but not consequential) damages suffered by the Borrower to theextent, but only to the extent, caused by (i) the willful misconduct or gross negligence of Lenderin determining whether a request presented under any Facility LC issued by it complied with theterms of such Facility LC or (ii) Lender’s failure to pay under any Facility LC issued by it afterthe presentation to it of a request strictly complying with the terms and conditions of suchFacility LC. All such amounts paid by Lender and remaining unpaid by the Borrower shall bearinterest, payable on demand, for each day until paid at a rate per annum equal to (x) the rateapplicable to Floating Rate Advances for such day if such day falls on or before the applicable LCPayment Date and (y) the sum of 2% plus the rate applicable to Floating Rate Advances for such dayif such day falls after such LC Payment Date. Subject to the terms and conditions of thisAgreement (including the submission of a Borrowing Notice in compliance with Section 2.6 and thesatisfaction of the applicable conditions precedent set forth in Article IV), unless directedotherwise by the Borrower, Lender shall make a Floating Rate Revolving Advance hereunder for thepurpose of satisfying any Reimbursement Obligation and, to the extent so satisfied, the Borrower’sobligation to make such payment shall be discharged and replaced by the resulting Floating RateRevolving Advance.     Section 2.19.6. Obligations Absolute. The Borrower’s obligations under this Section2.19 shall be absolute and unconditional under any and all circumstances and irrespective of anysetoff, counterclaim or defense to payment which the Borrower may have or have had against Lenderor any beneficiary of a Facility LC. The Borrower further agrees that Lender shall not beresponsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility LC shallnot be affected by, among other things, the validity or genuineness of documents or of anyendorsements thereon, even if such documents should in fact prove to be in any or all respectsinvalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates,the beneficiary of any Facility LC or any financing institution or other party to whom any FacilityLC may be transferred or any claims or defenses whatsoever of the Borrower or of any of itsAffiliates against the beneficiary of any Facility LC or any such transferee. Lender shall not beliable for any error, omission, interruption or delay in transmission, dispatch or delivery of anymessage or advice, however transmitted, in connection with any Facility LC, except for its grossnegligence or willful misconduct. The Borrower agrees that any action taken or omitted by Lenderunder or in connection with each Facility LC and the related drafts and documents, if done withoutgross negligence or willful misconduct, shall be binding upon the Borrower and shall not put Lenderunder any liability to the Borrower. Nothing in this Section 2.19.6 is intended to limit the rightof the Borrower to make a claim against Lender for damages as contemplated by the proviso to thefirst sentence of Section 2.19.5.     Section 2.19.7. Actions of Lender. Lender shall be entitled to rely, and shall befully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent,certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,statement, order or other document believed by it to be genuine and correct and to have beensigned, sent or made by the proper Person or Persons, and upon advice and statements of legalcounsel, independent accountants and other experts selected by Lender.     Section 2.19.8. Indemnification. The Borrower hereby agrees to indemnify and holdharmless Lender, and its directors, officers, agents and employees from and against any and allclaims and damages, losses, liabilities, costs or expenses which Lender may incur (or which may beclaimed against Lender by any Person whatsoever) by reason of or in connection with the issuance,execution and delivery or transfer of or payment or failure to pay under any Facility LC or anyactual or proposed use of any Facility LC, including any claims, damages, losses, liabilities,costs or expenses which Lender may incur by reason of or on account of Lender issuing any FacilityLC which specifies that the term “Beneficiary” included therein includes any successor by operationof law of the named Beneficiary, but which Facility LC does not require that any drawing by anysuch successor Beneficiary be accompanied by a copy of a legal document, satisfactory to Lender,evidencing the appointment of such successor Beneficiary; *provided*that the Borrower shall not berequired to indemnify Lender for any claims, damages, losses, liabilities, costs or expenses to theextent, but only to the extent, caused by (x) the willful misconduct or gross negligence of Lenderin determining whether a request presented under any Facility LC complied with the terms of suchFacility LC or (y) Lender’s failure to pay under any Facility LC after the presentation to it of arequest strictly complying with the terms and conditions of such Facility LC. Nothing in thisSection 2.19.8 is intended to limit the obligations of the Borrower under any other provision ofthis Agreement.
 

 
     Section 2.20. Intentionally Omitted.     Section 2.21. Amendment and Restatement. This Agreement is entered into by theparties hereto in order to, *inter alia*, amend and restate the terms, provisions and agreements ofthat certain First Amended and Restated Credit Agreement, pursuant to which Lender is, as of thedate hereof after giving effect to the Assignment Agreement, the only “Lender” (as definedthereunder). Pursuant to this Agreement, the other “Loan Documents” (as such term is used anddefined in the First Amended and Restated Credit Agreement and in the Original Credit Agreement,herein, the “Original Loan Documents”) shall, only to the extent explicitly provided herein, alsobe amended and restated (except for any Facility LC Applications). This Agreement, together withthe Original Loan Documents, as amended and restated on this date, the Pledge, the SecurityAgreements, the Fast Forward Guaranty, the Timexpress Guaranty, the Subsidiary Guaranty, allFacility LC Applications given under the First Amended and Restated Credit Agreement, OriginalCredit Agreement and/or this Agreement, and all other documents and or instruments given from timeto time in connection with or pursuant to this Agreement, the First Amended and Restated CreditAgreement and the Original Credit Agreement, as each of the same may from time to time be amended,modified, supplemented, extended, restated or replaced from time to time, shall constitute the LoanDocuments as such term is used and defined in this Agreement. Neither this Agreement nor any ofthe other Loan Documents shall constitute a satisfaction or refinance of the indebtedness madepursuant to the First Amended and Restated Credit Agreement, the Original Credit Agreement and theother Original Loan Documents as evidenced by the HNB Note and the JPM Note assigned pursuant tothe Assignment Agreement to Lender or otherwise. Administrative Agent shall, notwithstandinganything contained herein or in any other Loan Document, as amended on the dated hereof, continueto act as Agent hereunder for the Lender and shall continue to hold and own, for the benefit ofLender, all right, title and interest granted, issued or made in favor of Administrative Agent, ascreditor, secured party, or otherwise, under each Guaranty and all security interests, liens,mortgages and other rights, benefits and interests granted in connection with the First Amended andRestated Agreement, including without limitation under the Security Agreement, the Pledge and theMortgage. Borrower hereby agrees, upon request by Administrative Agent or Lender, to, and to causeeach Guarantor to, enter into and/or authorize such other and further agreements, documents, andinstruments, including without limitation, Financing Statements, necessary to effectuate the intentof this Agreement and to continue, and/or continue the perfection of, any liens, securityinterests, mortgages, pledges and other collateral interests granted by any Person in connectionwith the First Amended and Restated Credit Agreement.**ARTICLE III****Yield Protection; Taxes**     Section 3.1. Yield Protection. If, on or after the date of this Agreement, theadoption of any law or any governmental or quasi-governmental rule, regulation, policy, guidelineor directive (whether or not having the force of law), or any change in the interpretation oradministration thereof by any governmental or quasi-governmental authority, central bank orcomparable agency charged with the interpretation or administration thereof, or compliance byLender, or any applicable Lending Installation, with any request or directive (whether or nothaving the force of law) of any such authority, central bank or comparable agency:     (i) subjects Lender, or any applicable Lending Installation, to any Taxes, or changes thebasis of taxation of payments (other than with respect to Excluded Taxes) to Lender in respect ofits Eurodollar Loans or Facility LCs, or     (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge,special deposit or similar requirement against assets of, deposits with or for the account of, orcredit extended by, Lender, or any applicable Lending Installation (other than reserves andassessments taken into account in determining the interest rate applicable to Eurodollar Advances),or     (iii) imposes any other condition the result of which is to increase the cost to Lender, orany applicable Lending Installation, of making, funding or maintaining its Eurodollar Loans, or ofissuing or participating in Facility LCs, or reduces any amount receivable by Lender, or anyapplicable Lending Installation, in connection with its Eurodollar Loans or Facility LCs, orrequires Lender, or any applicable Lending Installation, to make anypayment calculated by reference to the amount of Eurodollar Loans or Facility LCs held or interestof LC Fees received by it, by an amount deemed material by Lender, asthe case may be, and theresult of any of the foregoing is to increase the cost to Lender, or applicable LendingInstallation, as the case may be, of making or maintaining its Eurodollar Loans or of issuing inFacility LCs, or to reduce the return received by Lender, or applicable Lending Installation, asthe case
 

 
may be, in connection with such Eurodollar Loans, the Commitment or Facility LCs therein,then, within 15 days of demand by Lender, the Borrower shall pay Lender such additional amount oramounts as will compensate Lender, as the case may be, for such increased cost or reduction inamount received.     Section 3.2. Changes in Capital Adequacy Regulations. If Lender determines the amountof capital required or expected to be maintained by Lender, or any Lending Installation, or anycorporation controlling Lender is increased as a result of a Change (defined below), then, within15 days of demand by Lender, the Borrower shall pay Lender the amount necessary (without anypremium or penalty thereon or otherwise with respect thereto) to compensate for any shortfall inthe rate of return on the portion of such increased capital which Lender determines is attributableto this Agreement, its Outstanding Credit Exposure, its Revolving Commitment to make RevolvingLoans and/or issue in Facility LCs, as the case may be (after taking into account Lender’s policiesas to capital adequacy). “Change” means (i) any change after the date of this Agreement in theRisk-Based Capital Guidelines (defined below), or (ii) any adoption of or change in any other law,governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, ordirective (whether or not having the force of law) after the date of this Agreement which affectsthe amount of capital required or expected to be maintained by Lender, or any Lending Installationor any corporation controlling Lender. “Risk-Based Capital Guidelines” means (i) the risk-basedcapital guidelines in effect in the United States on the date of this Agreement, includingtransition rules, and (ii) the corresponding capital regulations promulgated by regulatoryauthorities outside the United States implementing the July 1988 report of the Basle Committee onBanking Regulation and Supervisory Practices Entitled “International Convergence of CapitalMeasurements and Capital Standards,” including transition rules, and any amendments to suchregulations adopted prior to the date of this Agreement.     Section 3.3. Availability of Types of Advances. If Lender determines that maintenanceof its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule,regulation, or directive, whether or not having the force of law, or if Lender determines that (i)deposits of a type and maturity appropriate to match fund Eurodollar Advances are not available or(ii) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost ofmaking or maintaining Eurodollar Advances, then Lender shall suspend the availability of EurodollarAdvances and require any affected Eurodollar Advances to be repaid or converted to Floating RateAdvances, subject to the payment of any funding indemnification amounts required by Section 3.4(without any premium or penalty thereon or otherwise with respect thereto).     Section 3.4. Funding Indemnification. If any payment of a Eurodollar Advance occurson a date which is not the last day of the applicable Interest Period, whether because ofacceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified bythe Borrower for any reason other than default by Lender, the Borrower will indemnify Lender forany reasonable and properly documented loss or cost incurred by it and resulting therefrom,including any loss or cost in liquidating or employing deposits acquired to fund or maintain suchEurodollar Advance (without any premium or penalty thereon or otherwise with respect thereto).     Section 3.5. Taxes.     (i) All payments by the Borrower to or for the account of Lender hereunder or under any Noteor Facility LC Application shall be made free and clear of and without deduction for any and allTaxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sumpayable hereunder to Lender, (a) the sum payable shall be increased as necessary so that aftermaking all required deductions (including deductions applicable to additional sums payable underthis Section 3.5) Lender receives an amount equal to the sum it would have received had no suchdeductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay thefull amount deducted to the relevant authority in accordance with applicable law and (d) theBorrower shall furnish to Lender the original copy of a receipt evidencing payment thereof within30 days after such payment is made.     (ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentarytaxes and any other excise or property taxes, charges or similar levies which arise from anypayment made hereunder or under any Note or Facility LC Application or from the execution ordelivery of, or otherwise with respect to, this Agreement or any Note or Facility LC Application(“Other Taxes”).     (iii) The Borrower hereby agrees to indemnify Lender for the full amount of Taxes or OtherTaxes (including any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paidby Lender and any liability (including penalties, interest and expenses) arising therefrom or withrespect thereto. Payments due under this indemnification shall be made within 30 days of the dateLender makes demand therefor pursuant to Section 3.6.
 

 
     Section 3.6. Lender Statements; Survival of Indemnity. To the extent reasonablypossible Lender shall designate an alternate Lending Installation with respect to its EurodollarLoans to reduce any liability of the Borrower to Lender, as applicable, under Sections 3.1, 3.2 and3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as suchdesignation is not, in the reasonable judgment of Lender, disadvantageous to Lender. Lender shalldeliver a written statement to the Borrower as to the amount due, if any, under Section 3.1, 3.2,3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations uponwhich Lender determined such amount and shall be final, conclusive and binding on the Borrower inthe absence of manifest error. Determination of amounts payable under such Sections in connectionwith a Eurodollar Loan shall be calculated as though Lender funded each Eurodollar Loan or made anydisbursement under each Facility LC, as applicable, through the purchase of a deposit of the typeand maturity corresponding to the deposit used as a reference in determining the Eurodollar Rateapplicable to such Loan or Facility LC, whether or not that is in fact the case, and any amountsowing by Borrower to Lender under such Sections shall not be deemed unreasonable or not properlydocumented as a result of whether or not Lender funded any Eurodollar Loan or whether or not Lendermade any disbursement under any Facility LC in such manner. Unless otherwise provided herein, theamount specified in the written statement of Lender shall be payable on demand after receipt by theBorrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4and 3.5 shall survive for 180 days following the later of (i) the payment of the Obligations andtermination of this Agreement, and (ii) the date that the event giving rise to the obligationoccurs (provided that if the event giving rise to the obligation is retroactive, then such 180 dayperiod shall be extended to include the period of retroactive effect).**ARTICLE IV****Conditions Precedent**     Section 4.1. Effective Date; Credit Extensions.     (i) The obligations of Lender to make Advances after the Effective Date and to issue FacilityLCs hereunder shall not become effective until the date on which each of the following conditionsis satisfied:     (a) The Borrower shall have furnished to Lender: (1) All documents, instruments, agreements andother items as set forth in the Closing Agenda.  (2) Such other documents and items as Lender or itscounsel may have reasonably requested.     (b) The Borrower shall have paid to Lender and Administrative Agent all fees and otheramounts owing under the Loan Documents, or as otherwise agreed from time to time.     (c) Lender shall have received and accepted the executed legal opinion of Vorys, Sater,Seymour & Pease, legal counsel to the Borrower and Guarantor, in favor of Lender andAdministrative Agent, in form and substance satisfactory to Lender.     Section 4.2. Each Credit Extension. The obligation of Lender to make any Advance or toissue, amend, renew or extend any Facility LC, is subject to the satisfaction of the followingconditions:     (i) There exists no Default or Unmatured Default.     (ii) The representations and warranties contained in Article V are true and correct as of suchCredit Extension Date except to the extent any such representation or warranty is stated to relatesolely to an earlier date, in which case such representation or warranty shall have been true andcorrect on and as of such earlier date.     (iii) All legal matters incident to the making of such Credit Extension shall be satisfactoryto Lender and its counsel.
 

 
     Each Borrowing Notice or request for issuance of a Facility LC with respect to each suchCredit Extension shall constitute a representation and warranty by the Borrower that the conditionscontained in Sections 4.2(i)-(ii) have been satisfied.**ARTICLE V****Representations And Warranties**     The Borrower represents and warrants to Lender that:     Section 5.1. Existence and Standing. Each of the Borrower and its Subsidiaries is acorporation, or (in the case of Subsidiaries only) partnership or limited liability company, dulyand properly incorporated or organized, as the case may be, validly existing and (to the extentsuch concept applies to such entity) in good standing under the laws of its jurisdiction ofincorporation or organization and has all requisite authority to conduct its business in eachjurisdiction in which its business is conducted.     Section 5.2. Authorization and Validity. The Borrower and each Guarantor has thepower and authority and legal right to execute and deliver the Loan Documents to which it is aparty, and to perform its obligations thereunder. The execution and delivery by the Borrower andeach Guarantor of the Loan Documents to which it is a party and the performance of its obligationsthereunder have been duly authorized by proper corporate, partnership, or limited liabilitycompany, as the case may be, proceedings, and the Loan Documents constitute legal, valid andbinding obligations of the Borrower and each Guarantor, as applicable, enforceable against theBorrower and each Guarantor in accordance with their respective terms, except as enforceability maybe limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rightsgenerally and general principles of equity.     Section 5.3. No Conflict; Government Consent. Neither the execution and delivery bythe Borrower or any Guarantor of the Loan Documents to which it is a party, nor the consummation ofthe transactions therein contemplated, nor compliance with the provisions thereof will violate (i)any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on theBorrower, any Guarantor, or any of their respective Subsidiaries or (ii) the Borrower’s, anyGuarantor’s, or any of their respective Subsidiaries’, articles or certificate of incorporation,partnership agreement, certificate of partnership, articles or certificate of organization,by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions ofany indenture, instrument or agreement to which the Borrower, any Guarantor, or any of theirrespective Subsidiaries is a party or is subject, or by which any of them, or their Property, isbound, or conflict with or constitute a default thereunder, or result in, or require, the creationor imposition of any Lien in, of or on the Property of the Borrower, any Guarantor or any of therespective Subsidiaries of any of them pursuant to the terms of any such indenture, instrument oragreement. No order, consent, adjudication, approval, license, authorization, or validation of, orfiling, recording or registration with, or exemption by, or other action in respect of anygovernmental or public body or authority, or any subdivision thereof, which has not been obtainedby the Borrower, any Guarantor, or any of their Subsidiaries, is required to be obtained inconnection with the execution and delivery of the Loan Documents, the borrowings under thisAgreement, the payment and performance by the Borrower of the Obligations or the legality,validity, binding effect or enforceability of any of the Loan Documents.     Section 5.4. Financial Statements. The December 31, 2006 consolidated financialstatements of the Borrower and its Subsidiaries heretofore delivered to Lender were prepared inaccordance with Agreement Accounting Principles in effect on the date such statements were preparedand fairly present the consolidated financial condition and operations of the Borrower and itsSubsidiaries at such date and the consolidated results of their operations for the period thenended. The financial projections provided by Borrower and/or its Subsidiaries to Lender inconnection with the transactions contemplated hereby shall be certified by an Authorized Officer asbeing an accurate summary of the estimated expected results of operations and cash flow of theBorrower and its Subsidiaries to the best knowledge of such Authorized Officer as of the date ofsaid financial projections based upon present circumstances; it being acknowledged and agreed bythe parties hereto that the assumptions contained therein may not materialize, and unanticipatedevents and circumstances may occur subsequent to the date of said financial projections which mayresult in actual results which vary (perhaps, materially) from the financial projections.     Section 5.5. Material Adverse Change. Since December 31, 2006 there has been nochange in the business, Property, condition (financial or otherwise) or results of operations ofthe Borrower and its Subsidiaries which could reasonably be expected to have a Material AdverseEffect.
 

 
     Section 5.6. Taxes. The Borrower and its Subsidiaries have filed all United Statesfederal tax returns and all other tax returns which are required to be filed and have paid alltaxes due pursuant to said returns or pursuant to any assessment received by the Borrower or any ofits Subsidiaries, except such taxes, if any, as are being contested in good faith and as to whichadequate reserves have been provided in accordance with Agreement Accounting Principles and as towhich no Lien exists. No tax liens have been filed and no claims are being asserted with respectto any such taxes. The charges, accruals and reserves on the books of the Borrower and itsSubsidiaries in respect of any taxes or other governmental charges are adequate.     Section 5.7. Litigation and Contingent Obligations. There is no litigation,arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of anyof their officers, threatened against or affecting the Borrower or any of its Subsidiaries whichcould reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin ordelay the making of any Credit Extensions. Other than any liability incident to any litigation,arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect,neither the Borrower nor any of its Subsidiaries has any material Contingent Obligations notprovided for or disclosed in the financial statements referred to in Section 5.4.     Section 5.8. Subsidiaries. Schedule I contains an accurate list of all of the directand indirect Subsidiaries of the Borrower as of the date of this Agreement, setting forth theirrespective jurisdictions of organization and the percentage of their respective capital stock orother ownership interests owned by the Borrower or other Subsidiaries. All of the issued andoutstanding shares of capital stock or other ownership interests of such Subsidiaries have been (tothe extent such concepts are relevant with respect to such ownership interests) duly authorized andissued and are fully paid and non-assessable.     Section 5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not inthe aggregate exceed $100,000. Neither the Borrower nor any other member of the Controlled Grouphas incurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plansin excess of $100,000 in the aggregate. Each Plan complies in all material respects with allapplicable requirements of law and regulations, no Reportable Event has occurred with respect toany Plan, neither the Borrower nor any other member of the Controlled Group has withdrawn from anyPlan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan.     Section 5.10. Accuracy of Information. No information, exhibit or report furnished bythe Borrower or any of its Subsidiaries to Lender in connection with the negotiation of, orcompliance with, the Loan Documents (i) contained any material misstatement of fact, or (ii)omitted to state any fact necessary to make the statements contained therein not materiallymisleading.     Section 5.11. Federal Reserve Regulations. Neither the Borrower nor any of itsSubsidiaries is engaged principally, or as one of its important activities, in the business ofextending credit for the purpose of buying or carrying Margin Stock.     Section 5.12. Material Agreements. Neither the Borrower nor any of its Subsidiariesis a party to any agreement or instrument or subject to any charter or other corporate ororganizational restriction which could reasonably be expected to have a Material Adverse Effect.Neither the Borrower nor any of its Subsidiaries is in default in the performance, observance orfulfillment of any of the obligations, covenants or conditions contained in any agreement(including, without limitation, any agreement or instrument evidencing or governing Indebtedness)to which it is a party, which default could reasonably be expected to have a Material AdverseEffect.     Section 5.13. Compliance With Laws. The Borrower and its Subsidiaries have compliedwith all applicable statutes, rules, regulations, orders and restrictions of any domestic orforeign government or any instrumentality or agency thereof having jurisdiction over the conduct oftheir respective businesses or the ownership of their respective Properties except for any failureto comply with any of the foregoing which could not reasonably be expected to have a MaterialAdverse Effect.     Section 5.14. Properties.     (i) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interestsin, all of the Property material to its business (including its real properties), free and clear ofall Liens, except for (1) minor defects in title that do not interfere with its ability to conductits business as currently conducted or to utilize such properties for their intended purposes, (2)and Permitted Liens.
 

 
     (ii) Each of the Borrower and its Subsidiaries has complied with all material obligationsunder all leases to which it is a party and that are material to the Borrower and its Subsidiariestaken as a whole and all such leases are in full force and effect. Each of the Borrower and itsSubsidiaries enjoys peaceful and undisturbed possession under all such material leases under whicha Borrower or any such Subsidiary is a lessee.     (iii) Each of the Borrower and its Subsidiaries owns, or is licensed or otherwise permitted touse, all trademarks, trade names, copyrights, patents and other intellectual property material toits business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon therights of any other Person, except for any such infringements that, individually or in theaggregate, could not reasonably be expected to result in a Material Adverse Effect.     (iv) Schedule 5.14 sets forth the address of each real property that is owned or leased by theBorrower or any of its Subsidiaries as of the Effective Date.     (v) As of the Effective Date, neither the Borrower nor any of its Subsidiaries has receivednotice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting anyof its real properties or any sale or disposition thereof, in lieu of condemnation. Neither any ofthe Borrower’s or its Subsidiaries’ real properties, nor any interest therein, is subject to anyright of first refusal, option or other contractual right to purchase such real property orinterest therein.     Section 5.15. Plan Assets; Prohibited Transactions. Neither the Borrower nor any ofits Subsidiaries is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject toTitle I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither theexecution of this Agreement nor the making of Credit Extensions hereunder gives rise to aprohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.     Section 5.16. Environmental Matters. In the ordinary course of its business, theofficers of the Borrower consider the effect of Environmental Laws on the business of the Borrowerand its Subsidiaries, in the course of which they identify and evaluate potential risks andliabilities accruing to the Borrower and its Subsidiaries due to Environmental Laws. On the basisof this consideration, the Borrower has concluded that Environmental Laws cannot reasonably beexpected to have a Material Adverse Effect. Except as provided on Schedule 5.16, neither theBorrower nor any of its Subsidiaries has received any notice to the effect that its operations arenot in material compliance with any of the requirements of applicable Environmental Laws or are thesubject of any federal or state investigation evaluating whether any remedial action is needed torespond to a release of any toxic or hazardous waste or substance into theenvironment, which non-compliance or remedial action could reasonably be expected to have aMaterial Adverse Effect.     Section 5.17. Investment Company Act. Neither the Borrower nor any of itsSubsidiaries is an “investment company” or a company “controlled” by an “investment company”,within the meaning of the Investment Company Act of 1940, as amended.     Section 5.18. Public Utility Holding Company Act. Neither the Borrower nor any of itsSubsidiaries is a “holding company” or a “subsidiary company” of a “holding company”, or an“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within themeaning of the Public Utility Holding Company Act of 1935, as amended.     Section 5.19. Insurance. The certificate (substantially in the form attached asSchedule 5.19) signed on the date hereof by the President or Chief Financial Officer of theBorrower, pursuant to which such officer attests to the existence and adequacy of, and summarizes,the property and casualty insurance program carried by the Borrower with respect to itself and itsSubsidiaries and that has been furnished by the Borrower to Lender, is complete and accurate. Thissummary includes the insurer’s or insurers’ name(s), policy number(s), expiration date(s),amount(s) of coverage, type(s) of coverage, exclusion(s), and deductibles. This summary alsoincludes similar information, and describes any reserves, relating to any self-insurance programthat is in effect.     Section 5.20. Solvency.     (i) Immediately after the consummation of the transactions to occur hereunder and immediatelyfollowing the making of each Loan, if any, made on the date hereof and after giving effect to theapplication of the proceeds of such Loans, (a) the fair value of the assets of the Borrower and itsSubsidiaries on a consolidated basis,
 

 
at a fair valuation, will exceed the debts and liabilities,subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidatedbasis; (b) the present fair saleable value of the Property of the Borrower and its Subsidiaries ona consolidated basis will be greater than the amount that will be required to pay the probableliability of the Borrower and its Subsidiaries on a consolidated basis on their debts and otherliabilities, subordinated, contingent or otherwise, as such debts and other liabilities becomeabsolute and matured; (c) the Borrower and its Subsidiaries on a consolidated basis will be able topay their debts and liabilities, subordinated, contingent or otherwise, as such debts andliabilities become absolute and matured; and (d) the Borrower and its Subsidiaries on aconsolidated basis will not have unreasonably small capital with which to conduct the businesses inwhich they are engaged as such businesses are now conducted and are proposed to be conducted afterthe date hereof.     (ii) The Borrower does not intend to, or to permit any of its Subsidiaries to, and does notbelieve that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debtsas they mature, taking into account the timing of and amounts of cash to be received by it or anysuch Subsidiary and the timing of the amounts of cash to be payable on or in respect of itsIndebtedness or the Indebtedness of any such Subsidiary.     Section 5.21. Labor Matters. As of the Effective Date, there are no strikes, lockoutsor slowdowns against the Borrower or any of its Subsidiaries pending or, to the knowledge of theBorrower, threatened. The hours worked by and payments made to employees of the Borrower and itsSubsidiaries have not been in violation of the Fair Labor Standards Act or any other applicableFederal, state, local or foreign law dealing with such matters, except where any such violations,individually or in the aggregate, would not be reasonably likely to result in a Material AdverseEffect. All material payments due from the Borrower or any of its Subsidiaries, or for which anyclaim may be made against the Borrower or any such Subsidiary, on account of wages and employeehealth and welfare insurance and other benefits, have been paid or accrued as a liability on thebooks of the Borrower or such Subsidiary, as applicable. The consummation of the transactionscontemplated hereby will not give rise to any right of termination or right of renegotiation on thepart of any union under any collective bargaining agreement to which the Borrower or any of itsSubsidiaries is bound.**ARTICLE VI****Covenants**     During the term of this Agreement, unless Lender shall otherwise consent in writing:     Section 6.1. Financial Reporting. The Borrower will maintain, for itself and each ofits Subsidiaries, a system of accounting established and administered in accordance with AgreementAccounting Principles, and furnish to Lender:     (i) Within ninety (90) days after the close of each fiscal year of Borrower, the annual reportof Borrower on form 10K for each such fiscal year-end, as filed with the Securities and ExchangeCommission.     (ii) Within forty-five (45) days after the close of the each of the first three fiscalquarters of each of Borrower’s fiscal years, the quarterly report of Borrower on form 10Q for eachsuch fiscal quarter-end, as filed with the Securities and Exchange Commission.     (iii) Together with the deliveries required under Section 6.1(ii), for each fiscalquarter-end, a compliance certificate in substantially the form of Exhibit B signed by anAuthorized Officer showing the calculations necessary to determine compliance with this Agreementand stating that no Default or Unmatured Default exists, or if any Default or Unmatured Defaultexists, stating the nature and status thereof.     (iv) On the last day of each March prior to the Maturity Date, and at any other time the sameis reasonably requested by Lender, a detailed report (1) listing (by type and registration number)all aircraft in which Borrower or any Subsidiary of Borrower owns or holds any right, title orinterest, (2) showing the Book Value of said aircraft.     (v) no later than forty-five (45) days after the last day of each calendar quarter after theClosing Date hereof, and at such other times as Lender shall request, a Borrowing Base Certificate,certified by an Authorized Officer of Borrower as true and correct, setting forth the amount ofEligible Accounts Receivable and Eligible Inventory and supporting documentation, in each case asof the last Business Day of said calendar quarter;
 

 
     (vi) As soon as possible and in any event within ten (10) days after the Borrower knows thatany Reportable Event has occurred with respect to any Plan, a statement, signed by an AuthorizedOfficer of the Borrower, describing said Reportable Event and the action which the Borrowerproposes to take with respect thereto.     (vii) As soon as possible and in any event within ten (10) days after receipt by the Borrower,a copy of (a) any notice or claim to the effect that the Borrower or any of its Subsidiaries is ormay be liable to any Person as a result of the release by the Borrower, any of its Subsidiaries, orany other Person of any toxic or hazardous waste or substance into the environment, and (b) anynotice alleging any violation of any federal, state or local environmental, health or safety law orregulation by the Borrower or any of its Subsidiaries, which, in either case, could reasonably beexpected to have a Material Adverse Effect.     (viii) As soon as possible and in any event within ten (10) days after notice thereof, noticeof all actions, suits, audits, inquiries, proceedings, notices of violations, investigations and/orother material actions before or by any governmental or public authority or body, or anysubdivision thereof, including, without limitation, the Internal Revenue Service and/or theSecurities Exchange Commission of the U.S., against the Borrower or any Subsidiary, which could, inthe opinion of an Authorized Officer of the Borrower, if adversely determined, reasonably beexpected to result in a Material Adverse Effect.     (ix) Such other information (including non-financial information) as Lender may from time totime reasonably request.     Section 6.2. Use of Proceeds. The Borrower will use the proceeds of the Loans forgeneral corporate and working capital purposes. The Borrower will not, nor will it permit any ofits Subsidiaries to, use any of the proceeds of the Advances or any Facility LC to purchase orcarry anyMargin Stock or for any purpose that entails a violation of, or that is inconsistent with, theprovisions of the Regulations of the Board, including Regulation T, U or X.     Section 6.3. Notice of Default. The Borrower will, and will cause each of itsSubsidiaries to, give prompt notice in writing to Lender of the occurrence of any Default orUnmatured Default and of any other development, financial or otherwise, which could reasonably beexpected to have a Material Adverse Effect, including, without limitation, any material casualty orloss.     Section 6.4. Conduct of Business. The Borrower will, and will cause each of itsSubsidiaries to, carry on and conduct its business in substantially the same manner and insubstantially the same fields of enterprise as it is presently conducted and do all thingsnecessary to remain duly incorporated or organized, validly existing and (to the extent suchconcept applies to such entity) in good standing as a domestic corporation, partnership or limitedliability company in its jurisdiction of incorporation or organization, as the case may be, andmaintain all requisite authority to conduct its business in the jurisdiction of its organizationand in each other jurisdiction in which its business is conducted, unless the failure to be soauthorized to conduct business in each such other jurisdiction would not reasonably be expected tohave a Material Adverse Effect.     Section 6.5. Taxes. The Borrower will, and will cause each of its Subsidiaries to,timely file complete and correct United States federal and applicable foreign, state and local taxreturns required by law and pay when due all taxes, assessments and governmental charges and leviesupon it or its income, profits or Property, except those which are being contested in good faith byappropriate proceedings and with respect to which adequate reserves have been set aside inaccordance with Agreement Accounting Principles. At any time that the Borrower or any of itsSubsidiaries is organized as a limited liability company, each such limited liability company willqualify for partnership tax treatment under United States federal tax law.     Section 6.6. Insurance. The Borrower will, and will cause each of its Subsidiariesto, maintain with financially sound and reputable insurance companies the Required PropertyInsurance Coverage and Required Public Liability Insurance Coverage, and the Borrower will furnishto Lender upon request full information as to the insurance carried.     Section 6.7. Compliance with Laws. The Borrower will, and will cause each of itsSubsidiaries to, comply in all material respects with all laws, rules, regulations, orders, writs,judgments, injunctions, decrees or awards to which it may be subject including all EnvironmentalLaws.     Section 6.8. Maintenance of Properties. The Borrower will, and will cause each of itsSubsidiaries to, do all things necessary to maintain, preserve, protect and keep its Property ingood repair, working order and
 

 
condition, and make all necessary and proper repairs, renewals andreplacements so that its business carried on in connection therewith may be properly conducted atall times except to the extent the failure to do so would not reasonably be expected to result in aMaterial Adverse Effect.     Section 6.9. Books and Records; Inspection. The Borrower will, and will cause each ofits Subsidiaries to, (i) keep proper books of record and account in which full, true and correctentries in all respects are made for all dealings and transactions in relation to its business andactivities, and (ii) permit Lender, by their respective representatives and agents, with priornotice to Borrower to inspect any of the Property, books and financial records of the Borrower andeach of its Subsidiaries, to examine and make copies of the books of accounts and other financialrecords of the Borrower and each such Subsidiary, and to discuss the affairs, finances and accountsof the Borrower and each such Subsidiary with, and to be advised as to the same by, theirrespective officers at such reasonable times during Borrower’s or such Subsidiary’s normal businesshours and at reasonable intervals as Lender may designate.     Section 6.10. Operating Leases. Borrower will not, nor will it permit any of itsSubsidiaries, to enter into any Operating Lease for aircraft (1) having a term greater than five(5) years and/or (ii) under which the aggregate total amount of rent and lease expense paid by orto be paid by Borrower and its Subsidiaries on an annual basis exceeds $3,000,000.00.     Section 6.11. Indebtedness. The Borrower will not, nor will it permit any of itsSubsidiaries, as applicable, to, create, incur or suffer to exist any Indebtedness, except any orall of the following (collectively “Permitted Indebtedness”):     (i) The Loans and the Reimbursement Obligations.     (ii) Indebtedness existing on the date hereof and described in Schedule 2.     (iii) Indebtedness arising under Rate Management Transactions related to the Loans.     (iv) Consolidated Indebtedness, calculated for the Borrower and/or its Subsidiaries withoutduplication, not exceeding $10,000,000.00 in the aggregate incurred and outstanding at any time;provided, that all of such Consolidated Indebtedness is incurred for the sole purpose ofpurchasing, or other financings, including time shares and capitalized leases, with respect toaircraft and related tangible fixed assets, it being understood and agreed that neither Borrowernor any of its Subsidiaries which incurred such Consolidated Indebtedness shall in any event, as aresult of such Indebtedness, be subject to or bound by any financial covenants with respect toBorrower or any of its Subsidiaries, unless the bank, financial institution or other creditor towhich such Consolidated Indebtedness is owing shall have entered into an Inter-Creditor Agreementwith Lender and in form and substance satisfactory to Lender.     (v) Indebtedness by and among Borrower and any Guarantor or among Guarantors.     Section 6.12. Merger. The Borrower will not, nor will it permit any of itsSubsidiaries to, merge or consolidate with or into any other Person, except that a Subsidiary maymerge into the Borrower or a Wholly-Owned Subsidiary.     Section 6.13. Sale of Assets. The Borrower will not, nor will it permit any of itsSubsidiaries to, in one or any series of transactions, lease, sell or otherwise dispose of Propertyto any other Person (except Property (i) which is purchased or otherwise acquired by Borrower orany of its Subsidiaries ninety (90) or fewer days prior to such lease, sale or other disposition,or (ii) which is subject to a Permitted Lien in favor of a Person other than Lender and said Personhas approved or permitted such sale, lease or other disposition, or (iii) which is sold by Borroweror any Subsidiary to any Guarantor, provided, however, that to the extent any such Property issubject to a Lien in favor of Lender, or in favor of Administrative Agent for the benefit ofLender, said transfer shall be made specifically subject to said Lien and the transferee-Guarantorshall assume all obligations of the transferor-Borrower or Subsidiary under any Security Agreement,Pledge or other Loan Document pursuant to which any such Lien was created) which, in the aggregate,constitutes a Substantial Portion of the Property of Borrower or any Subsidiary, or whichconstitutes Collateral under the Security Documents if said lease, sale or other disposition isprohibited pursuant to the Security Documents.     Section 6.14. Investments and Acquisitions. The Borrower will not, nor will it permitany of its Subsidiaries to, make or suffer to exist any Investments (including loans and advancesto, and other Investments in,
 

 
Subsidiaries, except as explicitly permitted pursuant to Section6.11), or commitments therefor, or to create any Subsidiary or to become or remain a partner in anypartnership or joint venture, or to make any Acquisition of any Person, except:     (i) Cash Equivalent Investments.     (ii) Existing Investments in Subsidiaries and other Investments in existence on the datehereof and described in Schedule I, including, without limitation, pursuant to the management andlicensing agreements between AMI, ASI and/or Jetride, substantially on such terms and providing formanagement and royalty fees to AMI as described in writing to Lender.     Section 6.15. Liens. The Borrower will not, nor will it permit any of itsSubsidiaries to, create, incur, or suffer to exist (i) any Lien in, of or on the Property of theBorrower or any of its Subsidiaries, or (ii) an agreement with any Person (other than Lender) whichprohibits or restricts the granting of any such Lien in favor of Lender or in favor ofAdministrative Agent for the benefit of Lender, except any or all of the following (collectively,“Permitted Liens”):     (i) Liens for taxes, assessments or governmental charges or levies on its Property if the sameshall not at the time be delinquent or thereafter can be paid without penalty, or are beingcontested in good faith and by appropriate proceedings and for which adequate reserves inaccordance with Agreement Accounting Principles shall have been set aside on its books.     (ii) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens, landlord’sliens, and other similar liens arising in the ordinary course of business which secure payment ofobligations not more than 60 days past due or which are being contested in good faith byappropriate proceedings and for which adequate reserves shall have been set aside on its books.     (iii) Liens arising out of pledges or deposits under worker’s compensation laws, unemploymentinsurance, old age pensions, or other social security or retirement benefits, or similarlegislation.     (iv) Utility easements, building restrictions and such other encumbrances or charges againstreal property as are of a nature generally existing with respect to properties of a similarcharacter and which do not in any material way affect the marketability of the same or interferewith the use thereof in the business of the Borrower or its Subsidiaries.     (v) Liens existing on the date hereof and described in Schedule II.     (vi) Liens existing in connection with existing and future Operating Leases and CapitalizedLeases.     (vii) Liens in favor of Lender or in favor of Administrative Agent for the benefit of Lender.     (viii) Liens to secure payment of the purchase price of any aircraft and related tangiblefixed assets acquired by the Borrower or any of its Subsidiaries with the proceeds of any PermittedIndebtedness may be created or suffered to exist upon such aircraft and related tangible fixedassets provided that the aggregate principal amount of all Permitted Indebtedness secured by suchLiens does not exceed the amounts set forth in Section 6.11(iv); provided that no such Lien shallencumber any other asset at any time owned by the Borrower or such Subsidiary, and, providedfurther, that not more than one such Lien shall encumber such fixed asset at any one time.     (ix) Liens securing Permitted Indebtedness described in Section 6.11(v).     Section 6.16. Capital Expenditures. The Borrower will not, and will not permit any ofits Subsidiaries to, make, or be committed to make, Capital Expenditures, on a non-cumulative basisin the aggregate exceeding $15,000,000 annually. Notwithstanding the foregoing provisions of thisSection 6.16, the difference (up to $5,000,000) between (i) the maximum aggregate CapitalExpenditures permitted in any year, and (ii) the actual aggregate Capital Expenditures made forsuch year, shall be permitted as a carry-over in any subsequent year and shall increase the maximumCapital Expenditures permitted for any such subsequent year (including any Capital Expenditurespermitted in such subsequent year attributable to the purchase of aircraft).     Section 6.17. Affiliates. The Borrower will not, and will not permit any of itsSubsidiaries to,enter into any transaction (including the purchase or sale of any Property orservice) with, or make any payment or transfer to,
 

 
any Affiliate except in the ordinary course ofbusiness and pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’sbusiness and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiarythan the Borrower or such Subsidiary would obtain in a comparable arms-length transaction.     Section 6.18. Letters of Credit. The Borrower will not, nor will it permit any ofits Subsidiaries to, apply for or become liable upon or in respect of any Letter of Credit otherthan Facility LCs.     Section 6.19. Sale of Accounts. The Borrower will not, nor will it permit any of itsSubsidiaries to, sell or otherwise dispose of, with or without recourse, any notes receivable orAccounts Receivable for a purchase price exceeding $100,000 in the aggregate in any calendar year.     Section 6.20. Sale and Leaseback Transactions and other Off-Balance SheetLiabilities. The Borrower will not, nor will it permit any of its Subsidiaries to, enter intoor suffer to exist one or more (i) Sale and Leaseback Transactions of assets having book value inexcess of (1) $10,000,000 in the aggregate during any calendar year, or (2) $25,000,000 in theaggregate during the term of this Agreement, or (ii) any other transaction pursuant to which itincurs or has incurred Off-Balance Sheet Liabilities, except to the extent permitted under (i)above.     Section 6.21. Contingent Obligations. The Borrower will not, nor will it permit anyof its Subsidiaries to, make or suffer to exist any Contingent Obligation (including any ContingentObligation with respect to the obligations of any of Borrower’s Subsidiaries), except (i) byendorsement of instruments for deposit or collection in the ordinary course of business, (ii) theReimbursement Obligations, and (iii) to the extent such Contingent Obligation(s) otherwiseconstitute Permitted Indebtedness hereunder.     Section 6.22. Financial Contracts. The Borrower will not, nor will it permit any ofits Subsidiaries to, enter into or remain liable upon any Financial Contract.     Section 6.23. No Amendments to Certain Documents and Agreements. The Borrower willnot, nor will it permit any material amendment to its Articles of Incorporation, its Code ofRegulations, or any other governing documents, except as required to maintain compliance withfederal, state and local laws and regulations from time to time applicable to Borrower; provided,however, that Borrower shall provide thirty (30) days prior written notice to Lender of any suchamendment.     Section 6.24 Financial Covenants.     Section 6.24.1. Fixed Charge Coverage Ratio. The Borrower will not permit the FixedCharge Coverage Ratio (determined as of the end of each of its fiscal quarters for the then mostrecently ended four fiscal quarters), to be less than 1.25 to 1.0.     Section 6.24.2. Leverage Ratio. The Borrower will not permit the Leverage Ratio,(determined as of the end of each of its fiscal quarters for the then most-recently ended fourfiscal quarters), to be greater than 3.00 to 1.0.     Section 6.24.3. Minimum Tangible Net Worth. The Borrower will at all times maintainConsolidated Tangible Net Worth of not less than (i) as of Borrower’s fiscal year-end 2006,$33,000,000.00, and (ii) as of the last day of each of Borrower’s fiscal years thereafter, thatamount which is equal to the sum of the minimum Consolidated Tangible Net Worth required to bemaintained by Borrower in accordance with this Section as of the last day of Borrower’s priorfiscal year, and 50% of Consolidated Net Income for such prior fiscal year; provided that if suchConsolidated Net Income is negative in any fiscal year, the amount added in the subsequent fiscalyear shall be zero.**ARTICLE VII****Defaults**     The occurrence of any one or more of the following events shall constitute a Default:     Section 7.1. Any representation or warranty made or deemed made by or on behalf of theBorrower or any of its Subsidiaries to Lender or to Administrative Agent under or in connectionwith this Agreement, any Credit Extension, or any certificate or information delivered inconnection with this Agreement or any other Loan Document shall be false in any material respect onthe date as of which made.
 

 
     Section 7.2. Nonpayment within five (5) days after the same becomes due of principal of anyLoan or interest due upon any Loan, any Reimbursement Obligation or of any commitment fee, LC Feeor other obligations under any of the Loan Documents.     Section 7.3. The breach by the Borrower of any of the terms or provisions of Article VI;provided, however, that so long as (i) no breach by Borrower of any such terms or provisions ofArticle VI has occurred previously in the prior twelve (12) consecutive months, and (ii) suchbreach is not of the terms or provisions of Sections 6.2, 6.6, 6.8, 6.9, 6.11, 6.12, 6.13, 6.14,6.15, 6.16, 6.18, 6.19, 6.20, 6.21, 6.22, 6.23, and/or 6.24, then the same shall not constitute aDefault hereunder if cured to the reasonable satisfaction of Lender within fifteen (15) days afterthe earlier of (i) written notice to Borrower thereof from Lender, or (ii) such time as any officerof Borrower has become aware of said breach.     Section 7.4. The breach by the Borrower (other than a breach which constitutes a Default underanother Section of this Article VII) of any of the terms or provisions of this Agreement or anyother Loan Documents which is not remedied within fifteen (15) days after the earlier of (i)written notice to Borrower thereof from Lender, or (ii) such time as any officer of Borrower hasbecome aware of said breach.     Section 7.5. Failure of the Borrower or any of its Subsidiaries or any Affiliate of Borrowerto pay when due (i) any Indebtedness or Rate Management Obligation(s) owing to Lender and unrelatedto this Agreement, (ii) any Indebtedness owing by any of them in favor of any other Person which,individually or together with such other Indebtedness as to which any such failure exists, has anaggregate outstanding principal amount in excess of $1,000,000 or which is secured by a SubstantialPortion of its or their Property which constitutes Collateral under the Security Agreements(“Material Indebtedness”), or the default by the Borrower or any of its Subsidiaries or Affiliatesin the performance (beyond the applicable grace or cure period with respect thereto, if any) of anyterm, provision or condition contained in any agreement under which any such Indebtedness, RateManagement Obligation(s) or Material Indebtedness was created or is governed, including, withoutlimitation, in any Rate Management Transaction, or any other event shall occur or condition exist,the effect of which default or event is to cause, or to permit the holder or holders of suchIndebtedness, Rate Management Obligation(s) or Material Indebtedness to cause, such Indebtedness,Rate Management Obligation(s) or Material Indebtedness to become due prior to its stated maturity;or any Indebtedness, Rate Management Obligation(s) or Material Indebtedness of the Borrower or anyof its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaidor repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof;or the Borrower or any of its Subsidiaries or Affiliates shall not pay, or admit in writing itsinability to pay, its debts generally as they become due.     Section 7.6. The Borrower or any of its Subsidiaries shall (i) have an order for reliefentered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii)make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiescein, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official forit or any Substantial Portion of its or their respective Property, (iv) institute any proceedingseeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect orseeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,reorganization, arrangement, adjustment or composition of it or its debts under any law relating tobankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or otherpleading denying the material allegations of any such proceeding filed against it, (v) take anycorporate or partnership action to authorize or effect any of the foregoing actions set forth inthis Section 7.6 or (vi) fail to contest in good faith any appointment or proceeding described inSection 7.7.     Section 7.7. Without the application, approval or consent of the Borrower or any of itsSubsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed forthe Borrower or any of its Subsidiaries or any Substantial Portion of its or their respectiveProperty, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower orany of its Subsidiaries and such appointment continues undischarged or such proceeding continuesundismissed or unstayed for a period of 60 consecutive days.     Section 7.8. Any court, government or governmental agency shall condemn, seize or otherwiseappropriate, or take custody or control of a Substantial Portion of the Property of Borrower and/orany of its Subsidiaries; or all or any portion of the Property of the Borrower and/or any of itsSubsidiaries which, when taken together with all other Property of the Borrower and/or any of itsSubsidiaries which has been so condemned, seized, appropriated, or taken into custody or undercontrol, during the twelve-month period ending with the month in which any such action occurs,constitutes a Substantial Portion, except pursuant to the legal order of the U.S. government intime of war.
 

 
     Section 7.9. One or more (i) judgments or orders for the payment of money in an aggregateamount in excess of $2,000,000 (or the equivalent thereof in currencies other than U.S. Dollars),or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonablybe expected to have a Material Adverse Effect, are entered against Borrower or any of itsSubsidiaries, which judgment(s), in any such case, is/are not (i) stayed on appeal, (ii) otherwisebeing appropriately contested in good faith, or (iii) paid, bonded or otherwise discharged(including, without limitation, as a result of any insurance settlement or payment) withinforty-five (45) days after entry thereof.     Section 7.10. The Unfunded Liabilities of all Single Employer Plans shall in the aggregateexceed $100,000 or any Reportable Event shall occur in connection with any Plan.     Section 7.11. The Borrower or any other member of the Controlled Group shall have beennotified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to suchMultiemployer Plan in an amount which, when aggregated with all other amounts required to be paidto Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawalliability (determined as of the date of such notification), exceeds $100,000 or requires paymentsexceeding $100,000 per annum.     Section 7.12. The Borrower or any other member of the Controlled Group shall have beennotified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganizationor is being terminated, within the meaning of Title IV of ERISA, if as a result of suchreorganization or termination the aggregate annual contributions of the Borrower and the othermembers of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then inreorganization or being terminated have been or will be increased over the amounts contributed tosuch Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediatelypreceding the plan year in which the reorganization or termination occurs by an amount exceeding$100,000.     Section 7.13. The Borrower or any of its Subsidiaries shall violate any Environmental Law,which violation could reasonably be expected to have a Material Adverse Effect.     Section 7.14. Any Change in Control shall occur.     Section 7.15. The occurrence of any “default”, as defined in any Loan Document (other thanthis Agreement) or the breach of any of the terms or provisions of any Loan Document (other thanthis Agreement), which default or breach continues beyond any period of grace or cure thereinprovided, and which could reasonably be expected to have a Material Adverse Effect.     Section 7.16. Any Guaranty shall fail to remain in full force or effect or any action shallbe taken to discontinue or to assert the invalidity or unenforceability of any Guaranty, or anyGuarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is aparty, or any Guarantor shall deny that it has any further liability under any Guaranty to which itis a party, or shall give notice to such effect.     Section 7.17. The Collateral under the Security Documents shall, for any reason, in thereasonable discretion of Lender, materially decline in value, unless, immediately upon demand,additional security reasonably satisfactory to Lender is provided.     Section 7.18. Failure by Borrower to pay all amounts owing under or in connection with theCIT Loan as and when due, or the default by Borrower in the performance of any term, provision orcondition contained in any document, instrument, security agreement or other agreement evidencingor securing the CIT Loan (defined below) or under which the CIT Loan is created or governed, or anyother event shall occur or condition exist, the effect of which is to cause the holder(s) of theCIT Loan to cause the obligations of the Borrower thereunder to become due prior to its statedmaturity; giving effect, in each such instance to any grace or cure period applicable under the CITLoan; provided, however, that this Section 7.18 shall be void and of no further effect at such timeas the outstanding principal balance, together with all interest and other sums owing in connectiontherewith, shall be equal to or less than $1,000,000.00. “CIT Loan” means the financing extendedby CIT Group to Borrower in the maximum principal amount of $11,000,000.00 in March of 2005, theproceeds of which were used to repay the Term Loans made pursuant to the First Amended and RestatedCredit Agreement.
 

 
**ARTICLE VIII****Acceleration, Waivers And Remedies**     Section 8.1. Acceleration.     (i) If any Default described in Section 7.6 or 7.7 occurs with respect to the Borrower, theobligations of Lender to make Loans hereunder, and the obligation and power of Lender to issueFacility LCs, shall automatically terminate and the Obligations shall immediately become due andpayable and Borrower shall be and become unconditionally obligated to pay the same without anyelection or action on the part of Lender. If any other Default occurs, Lender may terminate orsuspend all obligations to make Loans hereunder and the obligation to issue Facility LCs, ordeclare the Obligations to be due and payable, or both, whereupon the Obligations shall becomeimmediately due and payable, without presentment, demand, protest or notice of any kind, all ofwhich the Borrower hereby expressly waives.     (ii) If, within 30 days after acceleration of the maturity of the Obligations or terminationof the obligations of Lender to make Loans, and the obligation and power of Lender to issueFacility LCs, as a result of any Default (other than any Default as described in Section 7.6 or 7.7with respect to the Borrower) and before any judgment or decree for the payment of the Obligationsdue shall have been obtained or entered, Lender shall, by notice to the Borrower, rescind andcancel such acceleration and/or termination.     Section 8.2. Preservation of Rights. No delay or omission of Lender to exercise anyright under the Loan Documents shall impair such right or be construed to be a waiver of anyDefault or an acquiescence therein, and the making of a Credit Extension notwithstanding theexistence of a Default or the inability of the Borrower to satisfy the conditions precedent to suchCredit Extension shall not constitute any waiver or acquiescence. Any single or partial exerciseof any such right shall not preclude any other or further exercise thereof or the exercise of anyother right, and no waiver, amendment or other variation of the terms, conditions or provisions ofthe Loan Documents whatsoever shall be valid unless in writing signed by Lender required pursuantto Section 12.13, and then only to the extent in such writing specifically set forth. All remediescontained in the Loan Documents or by law afforded shall be cumulative and all shall be availableto Lender and/or Administrative Agent until the Obligations have been paid in full.**ARTICLE IX****Intentionally Omitted****Setoff; Ratable Payments**     Section 10.1. Setoff. In addition to, and without limitation of, any rights of Lenderunder applicable law, if the Borrower becomes insolvent, however evidenced, or any Default occurs,any and all deposits (including all account balances, whether provisional or final and whether ornot collected or available) and any other Indebtedness at any time held or owing by Lender or anyAffiliate of Lender to or for the credit or account of the Borrower may be offset and appliedtoward the payment of the Obligations owing to Lender and/or Administrative Agent for the benefitof Lender, whether or not the Obligations, or any part hereof, shall then be due.     Section 10.2. Intentionally Omitted.**ARTICLE XI****Benefit Of Agreement; Assignments; Participations**     Section 11.1. Successors and Assigns. The terms and provisions of the Loan Documentsshall be binding upon and inure to the benefit of the Borrower and Lender and their respectivesuccessors and assigns, except that (i) the Borrower shall not have the right to assignits rights or obligations under the Loan Documents and (ii) any assignment by Lender must be madein compliance with Section 11.3. The parties to this Agreement acknowledge that clause (ii) ofthis Section 11.1 relates only to absolute assignments and does not prohibit assignments creatingsecurity interests, including any pledge or assignment by Lender of all or any portion of itsrights under this Agreement and any Note to a Federal Reserve Bank; *provided, however,*that no suchpledge or assignment creating a security interest shall release the transferor Lender from itsobligations hereunder unless and until the partiesthereto
 

 
have complied with the provisions ofSection 11.3. Any assignee of the rights to any Loan or any Note agrees by acceptance of suchassignment to be bound by all the terms and provisions of the Loan Documents. Any request,authority or consent of any Person, who at the time of making such request or giving such authorityor consent is the owner of the rights to any Loan (whether or not a Note has been issued inevidence thereof), shall be conclusive and binding on any subsequent holder or assignee of therights to such Loan.     Section 11.2. Participations.     11.2.1. Permitted Participants; Effect. Lender may, in the ordinary course ofits business and in accordance with applicable law, at any time sell to one or more banks orother entities (“Participants”) participating interests in any Outstanding Credit Exposureof Lender, any Note held by Lender, any Commitment of Lender or any other interest of Lenderunder the Loan Documents. In the event of any such sale by Lender of participatinginterests to a Participant, Lender’s obligations under the Loan Documents shall remainunchanged, Lender shall remain solely responsible to Borrower for the performance of suchobligations, Lender shall remain the owner of its Outstanding Credit Exposure and the holderof any Note issued to it in evidence thereof for all purposes under the Loan Documents, allamounts payable by the Borrower under this Agreement shall be determined as if Lender hadnot sold such participating interests, and the Borrower shall continue to deal solely anddirectly with Lender in connection with Lender’s rights and obligations under the LoanDocuments.     11.2.2. Voting Rights. Lender shall retain the sole right to approve, withoutthe consent of any Participant, any amendment, modification or waiver of any provision ofthe Loan Documents other than any amendment, modification or waiver with respect to anyCredit Extension or Commitment in which such Participant has an interest which forgivesprincipal, interest, fees, or any Reimbursement Obligation, or reduces the interest rate orfees payable with respect to any such Credit Extension or Commitment, extends the FacilityTermination Date, or postpones any date fixed for any regularly-scheduled payment ofprincipal of or interest on any Loan in which such Participant has an interest, or anyregularly-scheduled payment of fees on any such Credit Extension or Commitment.     Section 11.3. Assignments.     Lender may, in the ordinary course of its business and in accordance with applicable law, atany time assign to one or more banks or other entities (“Purchasers”) all or any part of its rightsand obligations under the Loan Documents. The consent of the Borrower shall be required prior toan assignment becoming effective with respect to a Purchaser which is not an Affiliate of Lender;*provided, however,*that if a Default has occurred and is continuing, the consent of the Borrowershall not be required. Such consent shall not be unreasonably withheld or delayed. Each suchassignment with respect to a Purchaser which is not an Affiliate of Lender shall (unless Borrowerotherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) theremaining amount of Lender’s Revolving Commitment (calculated as at the date of such assignment) orOutstanding Credit Exposure (as applicable).     Section 11.4. Dissemination of Information. The Borrower authorizes Lender todisclose to any Participant or Purchaser or any other Person acquiring an interest in the LoanDocuments by operation of law (each a “Transferee”) and any prospective Transferee, provided thatprior written notice of any such disclosure from Lender to Borrower is made, any and allinformation in Lender’s possession concerning the creditworthiness of the Borrower and itsSubsidiaries, including any information contained in any Reports; *provided*that each Transferee andprospective Transferee agrees to be bound by Section 12.10 of this Agreement.**ARTICLE XII****General Provisions**     Section 12.1. Survival of Representations. All representations and warranties of theBorrower contained in this Agreement shall survive the making of the Credit Extensions hereincontemplated.     Section 12.2. Governmental Regulation. Anything contained in this Agreement to thecontrary notwithstanding, Lender shall not be obligated to extend credit to the Borrower inviolation of any limitation or prohibition provided by any applicable statute or regulation.
 

 
     Section 12.3. Headings. Section headings in the Loan Documents are for convenience ofreference only, and shall not govern the interpretation of any of the provisions of the LoanDocuments.     Section 12.4. Entire Agreement. The Loan Documents embody the entire agreement andunderstanding between the Borrower and Lender and supersede all prior agreements and understandingsbetween the Borrower and Lender relating to the subject matter thereof.     Section 12.5. Several Obligations; Benefits of this Agreement. This Agreement shallnot be construed so as to confer any right or benefit upon any Person other than the parties tothis Agreement and their respective successors and assigns.     Section 12.6. Expenses; Indemnification.     (i) The Borrower shall reimburse Lender for any reasonable and properly documented costs,internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time chargesof attorneys for Lender, which attorneys may be employees of Lender) paid or incurred by Lender inconnection with the preparation, negotiation, execution, delivery, syndication, review, amendment,modification, and administration of the Loan Documents. The Borrower also agrees to reimburseLender for any reasonable and properly documented costs, internal charges and out-of-pocketexpenses (including reasonable attorneys’ fees and time charges of attorneys for Lender, whichattorneys may be employees of Lender) paid or incurred by Lender in connection with the collectionand enforcement of the Loan Documents.     (ii) The Borrower hereby further agrees to indemnify Lender, its directors, officers,employees and agents against all losses, claims, damages, penalties, judgments, liabilities andexpenses (including all expenses of litigation or preparation therefor whether or not Lender is aparty thereto) which any of them may pay or incur arising out of or relating to this Agreement, theother Loan Documents, the transactions contemplated hereby or the direct or indirect application orproposed application of the proceeds of any Credit Extension hereunder except to the extent thatthey are determined in a Final Judgment (defined below) to have resulted from the gross negligenceor willful misconduct of the party seeking indemnification. “*Final Judgment*” means a judgment by acourt of competent jurisdiction (i) which is non-appealable or (ii) with respect to which Lenderdoes not commence proceedings to appeal within the applicable period(s) provided for by law. Theobligations of the Borrower under this Section 12.6 shall survive the termination of thisAgreement.     Section 12.7. Intentionally Omitted.     Section 12.8. Severability of Provisions. Any provision in any Loan Document that isheld to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to thatjurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisionsin that jurisdiction or the operation, enforceability, or validity of that provision in any otherjurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.     Section 12.9. Nonliability of Lender. The relationship between the Borrower on theone hand and Lender on the other hand shall be solely that of borrower and lender. Lender shallhave no fiduciary responsibilities to the Borrower. Lender undertakes no responsibility to theBorrower to review or inform the Borrower of any matter in connection with any phase of theBorrower’s business or operations. The Borrower agrees that Lender shall have no liability to theBorrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower inconnection with, arising out of, or in any way related to, the transactions contemplated and therelationship established by the Loan Documents, or any act,omission or event occurring in connection therewith, unless it is determined in a Final Judgmentthat such losses resulted from the gross negligence or willful misconduct of the party from whichrecovery is sought.     Section 12.10. Confidentiality. Lender agrees, on behalf of itself and its Affiliatesto whom a disclosure is made, to hold any confidential information which it may receive from theBorrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates,(ii) to legal counsel, accountants, and other professional advisors to Lender, to AdministrativeAgent, or to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested pursuantto or as required by law, regulation, or legal process, (v) to any Person in connection with anylegal proceeding to which Lender is a party, (vi) to Lender’s direct or indirect contractualcounterparties in swap agreements or to legal counsel, accountants and other professional advisorsto such counterparties, and (vii) permitted by Section 11.4.
 

 
     Section 12.11. Fixed Assets. Lender and Administrative Agent hereby agree that theywill take such actions as are reasonably necessary to release all or part of the Fixed Assets fromthe existing liens and security interests granted under the Loan Documents, if such release isrequested by Borrower in connection with Borrower’s refinance (with a creditor other than Lender)of all or part of such Fixed Assets; provided, however, that (i) said creditor has required thatsuch refinance be secured by a first position security interest in the Fixed Assets to be released,(ii) said refinancing is not prohibited by this Agreement or the other Loan Documents or isspecifically permitted under Section 6.11, and (iii) no Default or Unmatured Default exists at thetime of said release or thereafter as a result of said release.     Section 12.12. Intentionally Omitted.     Section 12.13. Intentionally Omitted.     Section 12.14. Notices. Except as otherwise permitted by Section 2.14 with respect toBorrowing Notices, all notices, requests and other communications to any party hereunder shall bein writing (including electronic transmission, facsimile transmission or similar writing) and shallbe given to such party at its address or facsimile number set forth on the signature pages hereof.Each such notice, request or other communication shall be effective (i) if given by facsimiletransmission, when transmitted to the facsimile number specified in this Section and confirmationof receipt is received, (ii) if given by mail, 72 hours after such communication is deposited inthe mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any othermeans, when delivered (or, in the case of electronic transmission, received) at the addressspecified in this Section; *provided*that notices to Lender under Article II shall not be effectiveuntil received.     Section 12.15. Change of Address. The Borrower and Lender may each change the addressfor service of notice upon it by a notice in writing to the other party hereto.     Section 12.16. Counterparts. This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one agreement, and any of the partieshereto may execute this Agreement by signing any such counterpart. This Agreement shall beeffective when it has been executed by the Borrower and Lender.     Section 12.17. Choice Of Law. The Loan Documents (other than those containing acontrary express choice of law provision) shall be construed in accordance with the internal laws(but without regard to the conflict of law principles) of the State of Ohio, but giving effect tofederal laws applicable to national banks.     Section 12.18. Consent To Jurisdiction. The Borrower hereby irrevocably submits tothe non-exclusive jurisdiction of any United States federal or Ohio state court sitting inColumbus, Ohio in any action or proceeding arising out of or relating to any Loan Documents and theBorrower hereby irrevocably agrees that all claims in respect of such action or proceeding may beheard and determined in any such court and irrevocably waives any objection it may now or hereafterhave as to the venue of any such suit, action or proceeding brought in such a court or that suchcourt is an inconvenient forum. Nothing herein shall limit the right of Lender to bringproceedings against the Borrower in the courts of any other jurisdiction. Any judicial proceedingby the Borrower against Lender involving, directly or indirectly, any matter in any way arising outof, related to, or connected with any Loan Document shall be brought only in a court in Columbus,Ohio.     Section 12.19. WAIVER OF JURY TRIAL. THE BORROWER AND LENDER HEREBY WAIVE TRIAL BYJURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING INTORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOANDOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.     Section 12.20. Interest Rate Limitation. Notwithstanding anything herein to thecontrary, if at any time the interest rate applicable to any Loan, together with all fees, chargesand other amounts that are treated as interest on such Loan under applicable law (collectively, the“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for,charged, taken, received or reserved by Lender holding such Loan in accordance with applicable law,the rate of interest payable in respect of such Loan hereunder, together with all Charges payablein respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interestand Charges that would have been payable in respect of such Loan but were not payable as a resultof the operation of this Section shall be cumulated and the interest and Charges payable to Lender,and/or to Administrative Agent for the benefit of Lender, in respect of other Loans or periodsshall be increased (but not above the Maximum Rate therefor) until such
 

 
cumulated amount, togetherwith interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have beenreceived by Lender.     Section 12.21. Warrant of Attorney. The Borrower hereby irrevocably authorizes anyattorney-at-law, including any attorney-at-law employed or retained by Lender to appear for it inany action on this Agreement or any Note at any time after the same becomes due as herein ortherein provided in any court of record situated in the county where this warrant was signed (beingFranklin County, Ohio), or in the county where the Borrower then resides or can be found, to waivethe issuing and service of process, and confess a judgment in favor of the holder of this Agreementand any Note against the Borrower, for the amount that may then be due, with interest at therate(s) provided for herein, together with the costs of suit, and to waive and release all errorsin said proceedings and the right to appeal from the judgment rendered. The Borrower consents tothe jurisdiction and venue of such court. The Borrower waives any conflict of interest that anyattorney-at-law employed or retained by Lender may have in confessing judgment hereunder andconsents to the payment of a legal fee to any attorney-at-law confessing judgment hereunder.**ARTICLE XIII****The Administrative Agent**     Section 13.1. Appointment; Nature of Relationship. Agent is hereby appointed byLender as its contractual representative (herein referred to as the “Administrative Agent”)hereunder and under each other Loan Document, and Lender irrevocably authorizes the AdministrativeAgent to act as the contractual representative of Lender with the rights and duties expressly setforth herein and in the other Loan Documents. The Administrative Agent agrees to act as suchcontractual representative upon the express conditions contained in this Article XIII.Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood andagreed that the Administrative Agent shall not have any fiduciary responsibilities to Lender byreason of this Agreement or any other Loan Document and that the Administrative Agent is merelyacting as the contractual representative of the Lenders with only those duties as are expressly setforth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractualrepresentative, the Administrative Agent (i) does not hereby assume any fiduciary duties to any ofthe Lender, (ii) is a “representative” of the Lender within the meaning of the Uniform CommercialCode and (iii) is acting as an independent contractor, the rights and duties of which are limitedto those expressly set forth in this Agreement and the other Loan Documents. Lender hereby agreesto assert no claim against the Administrative Agent on any agency theory or any other theory ofliability for breach of fiduciary duty, all of which claims Lender hereby waives.     Section 13.2. Powers. The Administrative Agent shall have and may exercise suchpowers under the Loan Documents as are specifically delegated to the Administrative Agent by theterms of each thereof, together with such powers as are reasonably incidental thereto. TheAdministrative Agent shall have no implied duties to the Lender, or any obligation to the Lender totake any action thereunder except any action specifically provided by the Loan Documents to betaken by the Administrative Agent.     Section 13.3. General Immunity. Neither the Administrative Agent nor any of itsdirectors, officers, agents or employees shall be liable to the Borrower or Lender for any actiontaken or omitted to be taken by it or them hereunder or under any other Loan Document or inconnection herewith or therewith except to the extent such action or inaction is determined in afinal non-appealable judgment by a court of competent jurisdiction to have arisen from the grossnegligence or willful misconduct of such Person.     Section 13.4. No Responsibility for Loans, Recitals, etc Neither the AdministrativeAgent nor any of its directors, officers, agents or employees shall be responsible for or have anyduty to ascertain, inquire into, or verify (a) any statement, warranty or representation made inconnection with any Loan Document or any borrowing hereunder; (b) the performance or observance ofany of the covenants or agreements of any obligor under any Loan Document, including any agreementby an obligor to furnish information directly to each Lender; (c) the satisfaction of any conditionspecified in Article IV, except receipt of items required to be delivered solely to theAdministrative Agent; (d) the existence or possible existence of any Default or Unmatured Default;(e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document orany other instrument or writing furnished in connection therewith; (f) the value, sufficiency,creation, perfection or priority of any Lien in any collateral security; or (g) the financialcondition of the Borrower or any guarantor, if any, of any of the Obligations or of any of theBorrower’s or any such guarantor’s respective Subsidiaries. The Administrative Agent shall have noduty to disclose to the
 

 
Lender information that is not required to be furnished by the Borrower tothe Administrative Agent at such time, but is voluntarily furnished by the Borrower to theAdministrative Agent (either in its capacity as Administrative Agent or in its individualcapacity).     Section 13.5. Action on Instructions of Lenders. The Administrative Agent shall inall cases be fully protected in acting, or in refraining from acting, hereunder and under any otherLoan Document in accordance with written instructions signed by the Lender, and such instructionsand any action taken or failure to act pursuant thereto shall be binding on the Lender. The Lenderhereby acknowledges that the Administrative Agent shall be under no duty to take any discretionaryaction permitted to be taken by it pursuant to the provisions of this Agreement or any other LoanDocument unless it shall be requested in writing to do so by the Lender. The Administrative Agentshall be fully justified in failing or refusing to take any action hereunder and under any otherLoan Document unless it shall first be indemnified to its satisfaction by the Lender against anyand all liability, cost and expense that it may incur by reason of taking or continuing to take anysuch action.     Section 13.6. Employment of Agents and Counsel. The Administrative Agent may executeany of its duties as Administrative Agent hereunder and under any other Loan Document by or throughemployees, agents, and attorneys-in-fact and shall not be answerable to the Lenders except as tomoney or securities received by it or its authorized agents, for the default or misconduct of anysuch agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agentshall be entitled to advice of counsel concerning the contractual arrangement between theAdministrative Agent and the Lender and all matters pertaining to the Administrative Agent’s dutieshereunder and under any other Loan Document.     Section 13.7. Reliance on Documents; Counsel. The Administrative Agent shall beentitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,statement, paper or document believed by it to be genuine and correct and to have been signed orsent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of counselselected by the Administrative Agent, which counsel may be employees of the Administrative Agent.     Section 13.8. Administrative Agent’s Reimbursement and Indemnification. The Lenderagrees to reimburse and indemnify the Administrative Agent (i) for any amounts not reimbursed bythe Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower underthe Loan Documents, (ii) for any other reasonable and properly documented expenses incurred by theAdministrative Agent on behalf of the Lender, in connection with the preparation, execution,delivery, administration and enforcement of the Loan Documents (including for any reasonable andproperly documented expenses incurred by the Administrative Agent in connection with any disputebetween the Administrative Agent and Lender) and (iii) for any liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind andnature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agentin any way relating to or arising out of the Loan Documents or any other document delivered inconnection therewith or the transactions contemplated thereby (including for any such amountsincurred by or asserted against the Administrative Agent in connection with any dispute between theAdministrative Agent and Lender), or the enforcement of any of the terms of the Loan Documents orof any such other documents, *provided*that Lender shall not be liable for any of theforegoing to the extent any of the foregoing is found in a final non-appealable judgment by a courtof competent jurisdiction to have resulted from the gross negligence or willful misconduct of theAdministrative Agent. The obligations of the Lender under this Section 13.8 shall survive paymentof the Obligations and termination of this Agreement.     Section 13.9. Notice of Default. The Administrative Agent shall not be deemed to haveknowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless theAdministrative Agent has received written notice from Lender or the Borrower referring to thisAgreement describing such Default or Unmatured Default and stating that such notice is a “notice ofdefault”. In the event that the Administrative Agent receives such a notice, the AdministrativeAgent shall give prompt notice thereof to the Lender.     Section 13.10. Rights as a Lender. In the event the Administrative Agent is a Lender,the Administrative Agent shall have the same rights and powers hereunder and under any other LoanDocument with respect to its Commitment and its Loans as any Lender and may exercise the same asthough it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, at any timewhen the Administrative Agent is a Lender, unless the context otherwise indicates, include theAdministrative Agent in its individual capacity. The Administrative Agent and its Affiliates mayaccept deposits from, lend money to, and generally engage in any kind of trust, debt, equity orother transaction, in addition to those contemplated by this Agreement or any other Loan Document,with the Borrower or
 

 
any of its Subsidiaries in which the Borrower or such Subsidiary is notrestricted hereby from engaging with any other Person.     Section 13.11. Lender Credit Decision. Lender acknowledges that it has, independentlyand without reliance upon the Administrative Agent, and based on the financial statements preparedby the Borrower and such other documents and information as it has deemed appropriate, made its owncredit analysis and decision to enter into this Agreement and the other Loan Documents. Lenderalso acknowledges that it will, independently and without reliance upon the Administrative Agent,and based on such documents and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under this Agreement and the otherLoan Documents.     Section 13.12. Successor Administrative Agent. The Administrative Agent may resign atany time by giving written notice thereof to the Lender and the Borrower, such resignation to beeffective upon the appointment of a successor Administrative Agent or, if no successorAdministrative Agent has been appointed, forty-five days after the retiring Administrative Agentgives notice of its intention to resign. The Administrative Agent may be removed at any time withor without cause by written notice received by the Administrative Agent from the Lender, suchremoval to be effective on the date specified by the Lender. Upon any such resignation or removal,the Lender shall have the right to appoint, on behalf of the Borrower and the Lender, a successorAdministrative Agent, which appointment shall be subject to the consent of Borrower as long as noDefault has occurred and is continuing at the time of such appointment. If no successorAdministrative Agent shall have been so appointed by the Lender within thirty days after theresigning Administrative Agent’s giving notice of its intention to resign, then the resigningAdministrative Agent may appoint, on behalf of the Borrower and the Lender, a successorAdministrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at anytime without the consent of the Borrower or Lender, appoint any of its Affiliates which is acommercial bank as a successor Administrative Agent hereunder. If the Administrative Agent hasresigned or been removed and no successor Administrative Agent has been appointed, the Lender mayperform all the duties of the Administrative Agent hereunder and the Borrower shall make allpayments in respect of the Obligations to the applicable Lender and for all other purposes shalldeal directly with the Lender. No successor Administrative Agent shall be deemed to be appointedhereunder until such successor Administrative Agent has accepted the appointment. Any suchsuccessor Administrative Agent shall be a commercial bank having capital and retained earnings ofat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder bya successor Administrative Agent, such successor Administrative Agent shall thereupon succeed toand become vested with all the rights, powers, privileges and duties of the resigning or removedAdministrative Agent. Upon the effectiveness of the resignation or removal of the AdministrativeAgent, the resigning or removed Administrative Agent shall be discharged from its duties andobligations hereunder and under the Loan Documents. After the effectiveness of the resignation orremoval of an Administrative Agent, the provisions of this Article IX shall continue in effect forthe benefit of such Administrative Agent in respect of any actions taken or omitted to be taken byit while it was acting as the Administrative Agent hereunder and under the other Loan Documents.In the event that there is a successor to the Administrative Agent by merger, or the AdministrativeAgent assigns its duties and obligations to an Affiliate pursuant to this Section9.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate orother analogous rate of the new Administrative Agent.     Section 13.13. Delegation to Affiliates. The Borrower and the Lender agree that theAdministrative Agent may delegate any of its duties under this Agreement to any of its Affiliates.Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performsduties in connection with this Agreement shall be entitled to the same benefits of theindemnification, waiver and other protective provisions to which the Administrative Agent isentitled hereunder.
 

 
     IN WITNESS WHEREOF, the Borrower and Lender the have executed this Agreement as of the datefirst above written.     **WARNING —  BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOTPAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERSOF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THEAGREEMENT, OR ANY OTHER CAUSE.**      BORROWER: