**EXHIBIT4.41**

 

**ASSIGNMENT AGREEMENT**

 

ThisAssignment Agreement (this “Assignment Agreement”) between Fifth Third Bank, anOhio banking corporation (the “Assignor”), and JPMorgan Chase Bank, N.A., anational banking association (the “Assignee”), successor by merger to Bank One,N.A. (Columbus Office), is dated effective as of March 24, 2005 (the “EffectiveDate”). The parties hereto agree as follows:

 

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

 

2.                                       Assignment and Assumption.  TheAssignor hereby sells and assigns to the Assignee, and the Assignee herebypurchases and assumes from the Assignor, an interest in and to the Assignor’srights and obligations under the Credit Agreement and the other Loan Documents,such that after giving effect to such assignment the Assignee shall havepurchased pursuant to this Assignment Agreement the percentage interestspecified in Item 3 of Schedule 1 of all outstanding rights and obligationsunder the Credit Agreement and the other Loan Documents relating to thefacilities listed in Item 3 of Schedule 1. The Revolving Commitment and Outstanding Revolving Credit Exposurepurchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

 

3.                                       Payment Obligations.  Inconsideration for the sale and assignment hereunder, the Assignee shall pay theAssignor, on the Effective Date, the amount agreed to by the Assignor and theAssignee.  On and after the EffectiveDate, the Assignee shall be entitled to receive all payments of principal,interest, Reimbursement Obligations and fees with respect to the interestassigned hereby.  The Assignee willpromptly remit to the Assignor any interest on Loans and fees received from theAdministrative Agent which relate to the portion of the interest assigned tothe Assignee hereunder and not previously paid by the Assignee to theAssignor.  In the event that either partyhereto receives any payment to which the other party hereto is entitled underthis Assignment Agreement, then the party receiving such amount shall promptly remitit to the other party hereto.

 

4.                                       Assignment Fee.  Noassignment fee shall be required to be paid to the Administrative Agent inconnection with this Assignment Agreement.

 

5.                                       Representations of the Assignor; Limitationson the Assignor’s Liability.  The Assignor represents and warrants that (i)it is the legal and beneficial owner of the interest being assigned by ithereunder, (ii) such interest is free and clear of any adverse claim created bythe Assignor and (iii) the execution and delivery of this Assignment Agreementby the Assignor is duly authorized.  Itis understood and agreed that the assignment and assumption hereunder are madewithout recourse to the Assignor and that the Assignor makes no other representationor warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees,agents or attorneys shall be responsible for (i) the due execution, legality,validity, enforceability, genuineness, sufficiency or collectibility of anyLoan Document, (ii) any representation, warranty or statement made in or inconnection with any of the Loan Documents, (iii) the financial condition orcreditworthiness of the Borrower or any guarantor, (iv) the performance of orcompliance with any of the terms or provisions of any of the Loan Documents,(v) inspecting any of the property, books or records of the Borrower, or (vi)any mistake, error of judgment, or action taken or omitted to be taken inconnection with the Loans or the Loan Documents.

 

6.                                       Representations and Undertakings of theAssignee.  The Assignee (i) confirms that it hasreceived a copy of the Credit Agreement, together with copies of the financialstatements requested by the Assignee and such other documents and informationas it has deemed appropriate to make its own credit analysis and decision toenter into this Assignment Agreement, (ii) agrees that it will, independentlyand without reliance upon the Administrative Agent, the Assignor or any otherLender and based on such documents and information at it shall deem appropriateat the time, continue to make its own credit decisions in taking or not takingaction under the Loan Documents, (iii) appoints and authorizes theAdministrative Agent to take such action as agent on its behalf and to exercisesuch powers under the Loan Documents as are delegated to the AdministrativeAgent by the terms thereof, together with such powers as are reasonablyincidental thereto, (iv) confirms that the execution and delivery of thisAssignment Agreement by the Assignee is duly authorized, (v) agrees that itwill perform in accordance with their terms all of the obligations which by theterms of the Loan Documents are required to be performed by it as a Lender,(vi) confirms that none of the funds, monies, assets or other considerationbeing used to make the purchase and assumption hereunder are “plan assets” asdefined under ERISA and that its rights, benefits and interests in and underthe Loan Documents will not be “plan assets” under ERISA, (vii) agrees toindemnify and hold the Assignor harmless against

 

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

 

7.                                       Governing Law.  ThisAssignment Agreement shall be governed by the internal law, and not the law ofconflicts, of the State of Ohio.

 

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

 

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

 

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

 
|   | ASSIGNOR:                                               |
|--------|---------------------------------------------------------|
|   |                                                    |
|   | Fifth Third Bank,an Ohio banking corporation            |
|   |                                                    |
|   |                                                    |
|   | By:                                                     | /s/ Kristie L. Nicolosi |
|   |                                                    | Kristie L. Nicolosi |
|   | Its:                                                    | Assistant Vice President |
|   |                                                    |
|   |                                                    |
|   | ASSIGNEE:                                               |
|   |                                                    |
|   | JPMorgan Chase Bank, N.A.a national banking association |
|   |                                                    |
|   |                                                    |
|   | By:                                                     | /s/ Warren Bebinger |
|   |                                                    | Warren Bebinger |
|   | Its:                                                    | First Vice President |

 

[signatures continue onfollowing page]

 

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| Accepted and Agreed:                                                    |                                                   |
|-------------------------------------------------------------------------|--------------------------------------------------------|
|                                                                    |                                                   |
| AirNet Systems, Inc.,  an Ohio corporation                              |                                                   |
|                                                                    |                                                   |
|                                                                    |                                                   |
| By:                                                                     |   /s/ Joel E. Biggerstaff                    |   |
|                                                                    |   Joel E. Biggerstaff                        |   |
| Title:                                                                  |   President & Chief Executive Officer    |   |
|                                                                    |                                                   |
|                                                                    |                                                   |
| The Huntington National  Bank,a national banking association,  as Agent |                                                   |
|                                                                    |                                                   |
|                                                                    |                                                   |
| By:                                                                     |   /s/ Steven P. Clemens                      |   |
|                                                                    |   Steven P. Clemens                          |   |
| Title:                                                                  |   Vice President, Director-Loan Syndications |   |
|                                                                    |                                                   |
|                                                                    |                                                   |
| The Huntington National  Bank,a national banking association,  as Agent |                                                   |
|                                                                    |                                                   |
|                                                                    |                                                   |
| By:                                                                     |   /s/ John M. Luehmann                       |   |
|                                                                    |   John M. Luehmann                           |   |
| Its:                                                                    |   Vice President                             |   |

 

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**SCHEDULE 1**

**to Assignment Agreement**

 
| 1.     |   | Date  of Credit Agreement:             |   | May  28, 2004   |   |   |
|--------|--------|----------------------------------------|--------|-----------------|--------|--------|
|   |   |                                   |   |            |   |   |
| 2.     |   | Date  of Assignment Agreement:         |   | March  24, 2005 |   |   |
|   |   |                                   |   |            |   |   |
| 3.     |   | Amounts  (as of Date of Item 2 above): |   |            |   |   |

 
| ** ** | ** **                                                                  | ** **                                                                                   | ** ** | **Outstanding  Revolving  Credit Exposure** | ** **    | **Term  Loans** | ** ** |
|------------|-----------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|------------|---------------------------------------------|---------------|-----------------|------------|
| ** ** | ** **                                                                  | ** **                                                                                   | ** ** | ** **                                  | ** **    | ** **      | ** ** |
|       | a.                                                                          | Assignee’s percentage of each credit facility  purchased under the Assignment Agreement |       | 37.5                                        | %             | 0               | %          |
|       |                                                                        |                                                                                         |       |                                        |          |            |       |
|       | b.                                                                          | Amount of each credit facility purchased under the  Assignment Agreement                     |       | $                                           | 11,250,000.00 |            | 0          | % |
|       |                                                                        |                                                                                         |       |                                        |          |            |       |
| 4.         | Assignee’s Outstanding Revolving Credit Exposure  purchased hereunder: |                                                                                         | $          | 3,352,687.07                                |          | 0               | %          |

 

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