**EXHIBIT 4.45**

 

**BUSINESS PURPOSE PROMISSORY NOTE**

(fixed rate//principal and interest)

 

Loan Number: 1000122039

 
| Amount: **$11,000,000.00** |   | Date:  **March 24, 2005** |
|----------------------------|--------|---------------------------|

 
| **This Note is executed together  with the Loan and Security Agreement dated as of March  24, 2005 (the  “Loan Agreement”)** |
|---------------------------------------------------------------------------------------------------------------------------------------------|
| **and is executed at **                                                                                                                | **Columbus,** | **Ohio** | ** ** |
|                                                                                                                                        |   | (City) | (State) |   |
|                                                                                                                                             |  |  |  |  |

 

For value received, receiptof which is hereby acknowledged, the undersigned****(“Borrower”)promises to pay to the order of CHASE EQUIPMENT LEASING INC. (f/k/a Banc OneLeasing Corporation) (“Lender”) at its principal office or at such other placeas Lender may designate from time to time in lawful money of the United Statesof America, the principal sum of **ELEVENMILLION and 00/100ths Dollars ($11,000,000.00)**, or such lesser portionthereof as may have from time to time been disbursed to, or for the benefit ofBorrower, and as remains unpaid pursuant to the books or records of Lender,together with interest at the Interest Rate set forth below on the unpaidbalance of principal advanced from the date(s) of disbursement until paid infull as set forth below.  Principalsums(s) disbursed and repaid will not be available for redisbursement.  Interest shall be calculated on a 360-dayyear basis with each month consisting of 30 days.

 

Interest Rate: 8.12% per annum

 

1.  The term of this Note consistsof the Interim Term plus the Base Term. The Interim Term begins on the Acceptance Date and continues up to theCommencement Date of the Base Term.  TheAcceptance Date is the date that Lender accepts this Note by initiallydisbursing principal hereunder.  If theAcceptance Date is on or after the first (1st) day of the month and up to thefifteenth (15th) day of the month, then the Commencement Date shall be thefifteenth (15th) day of such month; and if the Acceptance Date is on or afterthe sixteenth (16th) day of the month and up to the last day of the month, thenthe Commencement Date shall be first (1st) day of the month following theAcceptance Date.  The Base Term begins onthe Commencement Date and continues for the number of months after theCommencement Date as stated in Section 3 below.

 

2.  If the Acceptance Date is before theCommencement Date, then on the Commencement Date of the Base Term, Borrowershall pay one installment of interest only based upon the number of days in theInterim Term.

 

3.  During the Base Term, Borrower shall payinstallments of principal and interest in the amounts and on the dates statedbelow:

 

(a)  Base Term: **36Months**

 

(b)         Amount of each installment payment due during the Base Term (includesprincipal and interest):

 

**35 @ $209,871.31 each**

**1 @****$5,709,871.31**

 

(c)  The first installment payment during the BaseTerm shall be paid **one month**after the Commencement Date and all subsequent installment payments shall bepaid on the same day of **each month**thereafter until paid in full.

 

4.  On or before the date of this Note, Borrowershall pay a set-up/filing fee in the amount of **$0.00.**

 

5.  Payments shall be allocated betweenprincipal, interest and fees, if any, in the discretion of Lender.  Except as provided in paragraph 6 below,Borrower may not prepay the principal sum, in whole or part.  Borrower’s obligation to pay all installmentpayments and all other amounts payable under this Note is absolute and unconditionalunder any and all circumstances and shall not be affected by any circumstancesof any character including, without limitation, (a) any setoff, claim, counterclaim, defense or reduction which Borrowermay have at any time against Lender or any other party for any reason, or (b)any defect in the condition, design or operation of, any lack of fitness foruse of, any damage to or loss of, or any lack of maintenance or service for anyof the Equipment (as defined in the Loan Agreement).

 

6.Notwithstanding anything to the contrary in this Note or the Loan Agreement,Borrower and Lender agree that anytime after the first twelve (12) months ofthe Base Term of this Note, so long as no Event of Default has occurred andcontinues 

 

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underthe Loan Agreement and so long as Borrower gives Lender at least 20 days priorwritten notice (the “Notice Period”), Borrower may elect to prepay itsobligations under this Note and the Loan Agreement by paying to Lender on theinstallment payment date (a “Payment Date”) following the Notice Period thetotal of the following: (a) all accrued installment payments, interest, taxes,late charges and other amounts then due and payable under this Note and theLoan Agreement; plus (b) the remaining principal balance payable by Borrowerunder this Note as of said Payment Date (hereinafter, the “Principal Balance”);plus (c) a prepayment premium equal to the product of the applicable PrepaymentPercentage set forth below and the Principal Balance as of the applicablePayment Date set forth below:

 

From month 13 of the BaseTerm of this Note through month 24 of the Base Term of this Note, thePrepayment Percentage is 2.5%.

 

From month 25 of the BaseTerm of this Note through the maturity date of this Note, the PrepaymentPercentage is 1.5%.

 

7.  At any time during the Term of the Note,Borrower may request that Lender release Lender’s security interest in one ormore of the aircraft that is the “Equipment” as described in the Loan Agreement(the “Released Aircraft”) and Lender shall consent to such release, but solelyon the terms and conditions set forth below in this paragraph 7 and only ifsuch terms and conditions are satisfied on or before the release of Lender’ssecurity interest in the Released Aircraft:

 

(a) Borrower shall grantLender a first and sole security interest in a “Substitute Aircraft” asdescribed in this paragraph 7;

 

(b) noevent of default shall have occurred and be continuing under the Loan Agreementor this Note;

 

(c) Borrower gives Lender atleast 30 days prior written notice of the requested release of the ReleasedAircraft and such notice shall include a complete description of the SubstituteAircraft (including make, model and serial number of the airframe, engines and,if applicable, propellers), maintenance records for the Substitute Aircraft,and the purchase price paid or to be paid by Borrower for the SubstituteAircraft;

 

(d) inLender’s sole judgment, the Substitute Aircraft has an orderly liquidationvalue no less than 141.8% of the outstanding principal balance of theunamortized Equipment Cost of the Released Aircraft;

 

(e) Borrower shall haveacquired good title to the Substitute Aircraft at Borrower’s sole expense, theSubstitute Aircraft shall be free and clear of any Liens (except for Lender’ssecurity interest), and Borrower shall furnish Lender with copies of theacquisition invoices and FAA Bill of Sale for the Substitute Aircraft;

 

(f) Borrower shall executeand deliver to Lender such documents as Lender may request including, withoutlimitation, an amendment to the Loan Agreement or a new security agreementsimilar to the Loan Agreement;

 

(g) Borrower shall pay anyand all out-of-pocket costs and expenses of Lender in connection with theforegoing, including, without limitation, the fees and expenses of outsidecounsel, including outside aviation counsel, to Lender who shall render anopinion of counsel which confirms the foregoing statements about title to andLiens on the Substitute Aircraft; and

 

(h)Borrower shall not substitute for more than seven (7) aircraft during the termof the Loan Agreement.  Borrower maysubstitute for either Released Aircraft or Substitute Aircraft.  If Borrower substitutes for a SubstituteAircraft, for purposes of this Section, the Substitute Aircraft shall be considereda Released Aircraft; and

 

(i) inconsideration of Lender’s consent to the Substitute Aircraft transaction,Borrower shall pay Lender a non-refundable fee $1,000.00.

 

8.  This Note is entitled to the benefits, and issubject to the terms and requirements of, the Loan Agreement executed byBorrower and Lender, which Loan Agreement, among other things, (a) provides forthe making of the loan evidenced hereby, and (b) provides for events ofdefault, acceleration and other remedies. Borrower waives presentment, demand, protest or notice of any kind inconnection with this Note.

 

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9.  **LENDER AND BORROWERIRREVOCABLY CONSENT TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURTIN NEW YORK, AND WAIVE ALL RIGHTS TO TRIAL BY JURY, IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTERWHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THISINSTRUMENT.**

 

 
| **AIRNET  SYSTEMS, INC.** | ** **                              | **/s/ John  Gordon** | ** ** |
|---------------------------|-----------------------------------------|----------------------|------------|
| (“Borrower”)    | Witness as to Borrower’s signature |
|                      |                                    |
| By:                       |  /s/ Joel E.  Biggerstaff          |                 |       |
|                      |                                    |
| Title:                    |  CEO                               |                 |       |
|                           |                                         |                      |            |  |  |  |

 

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