Exhibit 4.4


 


EXECUTION COPY


 


CONTINUING SECURITY AGREEMENT


 


THIS CONTINUING SECURITY AGREEMENT (this “Security Agreement”) is
entered into as of May 28, 2004, by and between AirNet Management, Inc., an
Ohio corporation (“AMI”), and The Huntington National Bank, a national banking
association (the “Agent”), having its principal office in Columbus, Ohio, as
lender and as agent for and on behalf of the lenders (the “Lenders”) from time
to time party to the Credit Agreement described below.  Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Credit Agreement referred to
herein.


 


Background Information


 


Pursuant
to the Amended and Restated Credit Agreement of even date herewith (as the same
may be amended, modified, supplemented, extended, restated or replaced from
time to time, the “Credit Agreement”) among AirNet Systems, Inc., an Ohio
corporation (“AirNet”), the Lenders and the Agent, the Agent and the Lenders
have agreed to extend credit to AirNet on certain terms and conditions,
including, without limitation, that AMI enter into this Continuing Security
Agreement (as it may be amended, modified, supplemented, extended, restated or
replaced from time to time, the “Security Agreement”).


 


Provisions


 


NOW,
THEREFORE, as an inducement
to and in consideration of the Agent and the Lenders entering into the Credit
Agreement, the mutual obligations contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, AMI and the Agent, do hereby agree as follows:


 


ARTICLE I


 


Definitions


 


Section 1.1                                   Terms Defined in Credit Agreement.  All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.


 


Section 1.2                                   Terms Defined in Ohio Uniform Commercial Code. 
Terms defined in the Ohio Uniform Commercial Code which are not
otherwise defined in this Security Agreement are used herein as defined in the
Ohio Uniform Commercial Code as in effect from time to time (the “UCC”).


 


Section 1.3                                   Definitions of Certain Terms Used Herein.  As
used in this Security Agreement, in addition to the terms defined in the
Background Information section above, the following terms shall have the
following meanings:


 

















 


“Accounts” means
“accounts” as defined in the UCC and shall also include a right to payment of a
monetary obligation, whether or not earned by performance, (i) for property
that has been or is to be sold, leased, licensed, assigned, or otherwise
disposed of, (ii) for services rendered or to be rendered, (iii) for a policy
of insurance issued or to be issued, (iv) for a secondary obligation incurred
or to be incurred, (v) for energy provided or to be provided, (vi) for the use
or hire of a vessel under a charter or other contract, (vii) arising out of the
use of a credit or charge card or information contained on or for use with the
card, or (viii) as winnings in a lottery or other game of chance operated or
sponsored by a state, governmental unit of a state, or person licensed or
authorized to operate the game by a state or governmental unit of a state.


 


“Article” means a
numbered article of this Security Agreement, unless another document is
specifically referenced.


 


“Chattel Paper” means “chattel paper”
as defined in the UCC and shall also include any writing or group of writings
and/or a record or records that evidence both a monetary obligation and a
security interest in or a lease of specific goods or of specific goods and
software used in the goods. If a transaction is evidenced both by a security
agreement or lease and by an Instrument or series of Instruments, the group of
records taken together constitutes Chattel Paper.


 


“Collateral” means all Accounts,
Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General
Intangibles, Investment Property, Instruments, Inventory, Payment Intangibles,
Pledged Deposits, Stock Rights and Other Collateral, wherever located, in which
AMI now has or hereafter acquires any right or interest, and the proceeds,
insurance proceeds and products thereof, together with all books and records,
customer lists, credit files, software, computer files, programs, printouts and
other computer materials and records related thereto.


 


“Control” shall have the meaning set
forth in Article 8 of the UCC.


 


“Default” means an event described in
Section 5.1.


 


“Deposit Account”
means “deposit account” as defined in the UCC and shall also include a demand,
time, savings, passbook, or similar account maintained with a bank.


 


“Documents” means “documents” as
defined in the UCC and shall also include all documents of title and goods
evidenced thereby, including without limitation all bills of lading, dock
warrants, dock receipts, warehouse receipts and orders for the delivery of
goods, and also any other document which in the regular course of business or
financing is treated as adequately evidencing that the person in possession of
it is entitled to receive, hold and dispose of the document and the goods it
covers.


 


“Equipment” means “equipment” as
defined in the UCC and shall also include all equipment, machinery, furniture
and goods used or usable by AMI in its business and all other tangible personal
property (other than Inventory), and all accessions and additions thereto,
including, without limitation, all Fixtures.


 


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“Exhibit” refers to a specific exhibit
to this Security Agreement, unless another document is specifically referenced.


 


“Fixtures” means “fixtures” as defined
in the UCC and shall also include all goods which become so related to
particular real estate that an interest in such goods arises under any real
estate law applicable thereto, including, without limitation, all trade
fixtures.


 


“General Intangibles” means “general
intangibles” as defined in the UCC and shall also include all intangible
personal property (other than Accounts) including, without limitation, Payment
Intangibles, all contract rights, rights to receive payments of money, choses
in action, causes of action, judgments, tax refunds and tax refund claims,
patents, trademarks, trade names, copyrights, licenses, franchises, computer
programs, software, goodwill, customer and supplier contracts, interests in
general or limited partnerships, joint ventures or limited liability companies,
reversionary interests in pension and profit sharing plans and reversionary,
beneficial and residual interests in trusts, leasehold interests in real or
personal property, rights to receive rentals of real or personal property and
guarantee and indemnity claims.


 


“Investment Property” means a security,
whether certificated or uncertificated; a security entitlement; a securities
account; a commodity contract; or a commodity account (all as defined in the
UCC).


 


“Instruments” means “instruments” as defined
in the UCC and shall also include all negotiable instruments (as defined in
§3-104 of the UCC), certificated and uncertificated securities and any
replacements therefor and Stock Rights related thereto, and other writings
which evidence a right to the payment of money and which are not themselves
security agreements or leases and are of a type which in the ordinary course of
business are transferred by delivery with any necessary endorsement or
assignment, including, without limitation, all checks, drafts, notes, bonds,
debentures, government securities, certificates of deposit, letters of credit,
preferred and common stocks, options and warrants.


 


“Inventory” means “inventory” as
defined in the UCC and shall also include all goods, other than farm products,
which: (i) are leased by a Person as lessor; (ii) are held by a Person for sale
or lease or to be furnished under contracts of service; (iii) are furnished by
a Person under a contract of service; or (iv) consist of raw materials, work in
process, or materials used or consumed in a business.


 


“Lender” and “Lenders” shall be as defined in the
preamble of this Security Agreement, provided, however, that each such
reference to Lender and Lenders shall include, to the extent the context
permits or requires, the LC Issuer and the Swingline Lender, as each such term
is defined in the Credit Agreement.


 


“Other Collateral” means any property
of AMI, other than any interest in real estate, not included within the defined
terms Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment,
Fixtures, General Intangibles, Instruments, Inventory, Investment Property,
Payment Intangibles, Pledged Deposits and Stock Rights, including, without
limitation, all cash on hand


 


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and
all other deposits (general or special, time or demand, provisional or final)
with any bank or other financial institution, it being intended that the
Collateral include all property of AMI.


 


“Payment Intangibles” means a
General Intangible under which the account debtor’s principal obligation is a
monetary obligation.


 


“Pledged Deposits” means all time
deposits of money, whether or not evidenced by certificates, of AMI, and all
rights to receive interest on said deposits.


 


“Receivables” means the Accounts,
Chattel Paper, Documents, Investment Property, Instruments or Pledged Deposits,
and any other rights or claims to receive money which are General Intangibles
or which are otherwise included as Collateral.


 


“Section” means a numbered section of
this Security Agreement, unless another document is specifically referenced.


 


“Secured Obligations” means the
Obligations.


 


“Security” has the meaning set forth in
Article 8 of the UCC.


 


“Stock Rights” means any securities,
dividends or other distributions and any other right or property which AMI
shall receive or shall become entitled to receive for any reason whatsoever
with respect to, in substitution for or in exchange for any securities or other
ownership interests in a corporation, partnership, joint venture or limited
liability company constituting Collateral and any securities, any right to
receive securities and any right to receive earnings, in which AMI now has or
hereafter acquires any right, issued by an issuer of such securities.


 


“UCC” has the meaning set forth in
Section 1.2.


 


The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.


 


ARTICLE II


 


Grant of Security Interest


 


AMI
hereby pledges, assigns and grants to the Agent, a security interest in all of
AMI’s right, title and interest in and to the Collateral to secure the prompt
and complete payment and performance of the Secured Obligations.


 


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ARTICLE III


 


Representations and Warranties


 


AMI
represents and warrants to the Agent that:


 


Section 3.1                                   Title, Authorization, Validity and
Enforceability.  AMI has good and valid rights in and title
to the Collateral with respect to which it has purported to grant a security
interest hereunder, free and clear of all Liens except for Liens permitted
under Section 4.1(f), and has full power and authority to grant to the
Agent the security interest in such Collateral pursuant hereto.  The execution and delivery by AMI of this
Security Agreement has been duly authorized by proper corporate proceedings,
and this Security Agreement constitutes a legal, valid and binding obligation
of AMI, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally and
general principles of equity, and creates a security interest which is
enforceable against AMI in all now owned and hereafter acquired Collateral.
When financing statements have been filed in the appropriate offices against AMI
in the locations listed on Exhibit “E”, the Agent will have a fully perfected
first priority security interest in that Collateral in which a security
interest may be perfected by filing of a financing statement in that office,
subject only to Liens permitted under Section 4.1(f).


 


Section 3.2                                   Conflicting Laws and Contracts. 
Neither the execution and delivery by AMI of this Security Agreement,
the creation and perfection of the security interest in the Collateral granted
hereunder, nor compliance with the terms and provisions hereof will violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award
binding on AMI or AMI’s articles of incorporation or code of regulations, the
provisions of any indenture, instrument or agreement to which AMI is a party or
is subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien pursuant to the terms of any such indenture, instrument or agreement (other
than any Lien of the Agent).


 


Section 3.3                                   Principal Location. 
AMI’s mailing address, and the location of its chief executive office
and of the books and records relating to the Receivables, is disclosed in
Exhibit “A”; AMI has no other places of business except those set forth in
Exhibit “A”.


 


Section 3.4                                   Property Locations.  The
Inventory, Equipment and Fixtures which are at any time included by AirNet in
the calculation of the Borrowing Base are located solely at the locations
described in the Exhibit “A” originally attached to this Agreement or any
updated replacement Exhibit “A” hereinafter provided to Agent as permitted
below. To the extent AMI proposes that any such items of Collateral be located
at any new locations (i.e., not shown on the Exhibit “A” originally attached
hereto), AMI shall provide thirty (30) days’ prior notice thereof to Agent
together with an updated Exhibit “A”. 
All of said locations are owned by AMI or AirNet except for locations
(i) which are leased by AMI as lessee and designated in Part B of Exhibit “A”
or (ii) at which Inventory is held in a public warehouse or is otherwise held
by a bailee or on consignment as designated in Part C of Exhibit “A”, with
respect to which Inventory AMI has used its best commercially reasonable efforts
to obtain and deliver bailment agreements,


 


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warehouse
receipts, financing statements or other documents satisfactory to the Agent to
protect the Agent’s security interest in such Inventory.


 


Section 3.5                                   No Other Names.  AMI
has not conducted business under any name except the name in which it has
executed this Security Agreement.


 


Section 3.6                                   No Default.  No Default or Unmatured
Default exists.


 


Section 3.7                                   Accounts and Chattel Paper.  The
names of the obligors, amounts owing, due dates and other information with
respect to the Accounts and Chattel Paper are and will be correctly stated in
all material respects in all records of AMI relating thereto and in all
invoices and reports with respect thereto furnished to the Agent by AMI from
time to time.  As of the time when each
Account or each item of Chattel Paper arises, AMI shall be deemed to have
represented and warranted that such Account or Chattel Paper, as the case may
be, and all records relating thereto, are genuine and in all material respects
what they purport to be.


 


Section 3.8                                   Filing Requirements. 
None of the Equipment which constitutes Collateral hereunder is covered
by any certificate of title, except as described in Part A of Exhibit “B,”
which Part A of Exhibit B shall not include specific certificate of title
information with respect to each item of Equipment referenced thereon unless
such information is requested by the Agent. 
None of the Collateral is of a type for which security interests or
liens may be perfected by filing under any federal statute except (i) as
described in Part B of Exhibit “B” and (ii) patents, trademarks and copyrights
held by AMI and described in Part C of Exhibit “B”.  The legal description, county and street address of the property
on which any material Fixtures are located is set forth in Exhibit “C” together
with the name and address of the record owner of each such property.


 


Section 3.9                                   No Financing Statements.  No
financing statement describing all or any portion of the Collateral which has
not lapsed or been terminated naming AMI as debtor has been filed in any
jurisdiction except (i) financing statements naming the Agent as the secured
party, (ii) as described in Exhibit “D” and (iii) as permitted by Section 4.1(f).


 


Section 3.10                            Federal Employer Identification Number. 
AMI’s Federal employer identification number is 31-1666870.


 


ARTICLE IV


 


Covenants


 


From
the date of this Security Agreement, and thereafter until this Security
Agreement is terminated:


 


Section 4.1                                   General.


 


(a)                                  Inspection.  AMI shall permit the Agent,
by its representatives and agents (i) to inspect the Collateral, provided that
Agent or such representative or agent shall provide


 


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reasonable
notice to AMI or AirNet prior to any such inspection made at any time prior to
the occurrence of a Default, (ii) to examine and make copies of the records of
AMI relating to the Collateral and (iii) to discuss the Collateral and the
related records of AMI with, and to be advised as to the same by, AMI’s
officers and employees (and, in the case of any Receivable, with any person or
entity which is or may be obligated thereon at any time after the occurrence
and during the continuance of an Event of Default), all at such reasonable
times and intervals as the Agent may determine, and all at AMI’s expense.


 


(b)                                 Taxes.  AMI shall pay when due all
taxes, assessments and governmental charges and levies upon the Collateral,
except those which are being contested in good faith by appropriate proceedings
and with respect to which no Lien exists.


 


(c)                                  Records and Reports.  AMI
shall maintain complete and accurate books and records with respect to the
Collateral, and furnish to the Agent such reports relating to the Collateral as
the Agent shall from time to time request.


 


(d)                                 Financing Statements and Other Actions;
Defense of Title.  AMI shall execute and deliver (if necessary)
to the Agent, and authorizes the Agent to file, all financing statements and
other documents and take such other actions, all as may from time to time be
reasonably requested by the Agent in order to maintain a first perfected
security interest (subject to any prior Permitted Liens) in and, in the case of
Investment Property, Control of, the Collateral.  AMI shall take any and all actions necessary to (i) defend title
to the Collateral against all persons and (ii) defend the security interest of
the Agent in the Collateral and the priority thereof, in each case as against
any Lien not expressly permitted hereunder.


 


(e)                                  Disposition of Collateral.  AMI
shall not sell, lease or otherwise dispose of the Collateral at any time except
prior to such time as (i) a Default has occurred, dispositions specifically
permitted under the Credit Agreement or any other Loan Documents, (ii) Agent
has (after the occurrence of a Default) issued a notice to AMI instructing AMI
to cease such transactions, sales or leases of Inventory in the ordinary course
of business, and (iii) Agent has issued a notice to AMI pursuant to
Article VII, proceeds of Inventory and Accounts collected in the ordinary
course of business.


 


(f)                                    Liens.  AMI shall not create, incur,
or suffer to exist any Lien on the Collateral except (i) the security interest
created by this Security Agreement, (ii) existing Liens described in Exhibit
“D” and (iii) other Permitted Liens.


 


(g)                                 Change in Location or Name.  AMI
shall not (i) have any Inventory, Equipment or Fixtures which is at such time
included by AirNet in the calculation of the Borrowing Base, or proceeds or
products thereof (other than Inventory and proceeds thereof disposed of as
permitted by Section 4.1(e)) at a location other than a location specified
in Exhibit “A”, (ii) maintain records relating to the Receivables at any time
included by AirNet in the calculation of the Borrowing Base at a location other
than at the location specified on Exhibit “A”, (iii) maintain any material
place of business at a location other than a location specified on Exhibit “A”,
unless AMI and/or AirNet shall have given


 


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Agent
not less than 15 days’ prior written notice thereof, (iv) change its name or
taxpayer identification number, unless AMI and/or AirNet shall have given Agent
not less than 15 days’ prior written notice thereof, (v) change its mailing
address, unless AMI and/or AirNet shall have given Agent not less than 15 days’
prior written notice thereof, or (vi) change the jurisdiction of its
organization, whether by “reorganization” in another state or otherwise, unless
AMI and/or AirNet shall have given the Agent not less than 30 days’ prior
written notice thereof, and the Agent shall have reasonably determined that any
of the foregoing events specified in (i) – (vi) above will not adversely affect
the validity, perfection or priority of the Agent’s security interest in the
Collateral.


 


(h)                                 Other Financing Statements.  AMI
shall not authorize the filing of any financing statement naming it as debtor
covering all or any portion of the Collateral, except with respect to Liens
permitted by Section 4.1(f).


 


Section 4.2                                   Receivables.


 


(a)                                  Certain Agreements on Receivables.  AMI
shall not make or agree to make any discount, credit, rebate or other reduction
in the original amount owing on a Receivable which is at such time included by
AirNet in the calculation of the Borrowing Base or accept in satisfaction of a
Receivable less than the original amount thereof, except that, so long as no
Default has occurred and is continuing, AMI may reduce the amount of Accounts
in accordance with its present policies and in the ordinary course of business.


 


(b)                                 Collection of Receivables. 
Except as otherwise provided in this Security Agreement, AMI shall
collect and enforce, at AMI’s sole expense, all amounts due or hereafter due to
AMI under the Receivables included at such time by AirNet in the calculation of
the Borrowing Base.


 


(c)                                  Delivery of Invoices. 
AMI shall deliver to the Agent promptly upon its request made after the
occurrence and during the continuance of a Default duplicate invoices with
respect to each Account bearing such language of assignment as the Agent shall
specify.


 


(d)                                 Disclosure of Counterclaims on Receivables.  If
(i) any discount, credit or agreement to make a rebate or to otherwise reduce
the amount owing on a material Receivable exists which is not permitted
hereunder or (ii) if, to the knowledge of AMI, any dispute, setoff, claim,
counterclaim or defense exists or has been asserted or threatened which might
reasonably be expected to result in a material reduction with respect to such
Receivable, AMI shall disclose such fact to the Agent in writing in connection
with the inspection by the Agent of any record of AMI relating to such
Receivable and in connection with any invoice or report furnished by AMI to the
Agent relating to such Receivable.


 


Section 4.3                                   Inventory and Equipment.


 


(a)                                  Maintenance of Goods.  AMI
shall do all things necessary to maintain, preserve, protect and keep the
Inventory and the Equipment in good repair and working and saleable condition.


 


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(b)                                 Insurance.


 


(i)                                     AMI shall maintain insurance on the Inventory
and Equipment containing a lender’s loss payable clause in favor of the Agent
and providing that said insurance will not be terminated except after at least
30 days’ written notice from the insurance company to the Agent, of the type
and subject to the requirements set forth in the Credit Agreement.


 


(ii)                                  In the event of any
loss or damage to any Collateral in excess of $250,000 occasioned by fire or
other hazard, AMI shall give prompt written notice to the insurance carrier and
to the Agent.  So long as no Default has
occurred and is continuing, AMI shall be permitted to make proof of loss, to
adjust and compromise any claim under insurance policies, to appear in and
prosecute any action arising from such insurance policies, and to collect and
receive insurance proceeds.  If a
Default has occurred and is continuing, and/or with respect to any loss or
damage in excess of $250,000, Agent shall have the right, on behalf of AMI, to
make proof of loss, to adjust and compromise any claim under insurance
policies, to appear in and prosecute any action arising from such insurance
policies, to collect and receive insurance proceeds, and to deduct therefrom
the Agent’s reasonable expenses incurred in the collection of such proceeds;
provided, however, that nothing contained in this Section 4.3 shall
require Agent to incur any expense or take any action hereunder.  In the event of any such loss or damage
which occurs or for which insurance proceeds are paid at any time after the
occurrence and during the continuance of a Default, and/or with respect to any
loss or damage in excess of $250,000, Agent, at its option, shall have the
right to (x) have the balance of such insurance proceeds used for the purpose
of reimbursing AMI for the cost of restoration, repair or replacement of the
Collateral, or (y) apply the balance of such proceeds to the payment of the
Obligations, whether or not then due, in such order of application as
determined by the Agent, and AMI hereby assigns to the Agent all rights of AMI
in and to any insurance proceeds paid or to be paid as a result of any such
loss or damage.


 


(iii)                               If the insurance
proceeds held by the Agent as provided in subpart (ii) of this
Section 4.2(b) are to be used to reimburse AMI for the cost of
restoration, repair or replacement of the Collateral, AMI shall,
notwithstanding the adequacy of the insurance proceeds, promptly restore,
repair and/or replace the Collateral, such that the Collateral shall be at
least equal in value and general use as it was prior to the damage or
destruction and said proceeds shall be provided to AMI upon delivery to the
Agent of satisfactory proof of said restoration, repair and/or replacement.


 


(c)                                  Titled Vehicles. Upon request, AMI shall (i) deliver to the
Agent the original of any title certificate for any vehicle included at such
time by AirNet in the calculation of the Borrowing Base and do all things
necessary to have the Lien of the Agent noted on any such certificate, and (ii)
give the Agent notice of its acquisition of any vehicle covered by a
certificate of title included at such time by AirNet in the calculation of the
Borrowing Base.


 


Section 4.4                                   Instruments, Securities, Chattel Paper,
Documents and Pledged Deposits.  To the extent any of the same is included at
such time by AirNet in the calculation of the Borrowing Base, AMI shall, upon
the request of the Agent at any time and from time to time (i)


 


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deliver
to the Agent the originals of all Chattel Paper, Securities and Instruments,
(ii) hold in trust for the Agent upon receipt and immediately thereafter
deliver to the Agent such Chattel Paper, Securities and Instruments
constituting Collateral, (iii) deliver to the Agent such Pledged Deposits which
are evidenced by certificates included in the Collateral endorsed in blank,
marked with such legends and assigned as the Agent shall specify, and (iv)
deliver to the Agent (and thereafter hold in trust for the Agent upon receipt
and immediately deliver to the Agent) any Document evidencing or constituting
such Collateral.


 


Section 4.5                                   Pledged Deposits.  AMI
shall not withdraw all or any portion of any Pledged Deposit included at such
time by AirNet in the calculation of the Borrowing Base or fail to rollover any
such Pledged Deposit without the prior written consent of the Agent.


 


Section 4.6                                   Deposit Accounts.  AMI
shall (i) upon the Agent’s request, notify each bank or other financial
institution in which it maintains a Deposit Account or other deposit (general
or special, time or demand, provisional or final) included at such time by
AirNet in the calculation of the Borrowing Base of the security interest
granted to the Agent hereunder and cause each such bank or other financial
institution to acknowledge such notification in writing and (ii) upon the
Agent’s request, deliver to each such bank or other financial institution a
letter, in form and substance acceptable to the Agent, transferring dominion
and control over each such account to the Agent.  In the case of deposits maintained with the Agent, the terms of
such letter shall be subject to the provisions of the Credit Agreement
regarding setoffs.


 


Section 4.7                                   Federal, State or Municipal Claims.  AMI
shall notify the Agent of any Collateral included at such time by AirNet in the
calculation of the Borrowing Base which constitutes a claim against the U.S.
government or any state or local government or any instrumentality or agency
thereof, the assignment of which claim is restricted by federal, state or
municipal law.


 


ARTICLE V


 


Default


 


Section 5.1                                   The occurrence of any Default under and as
defined in the Credit Agreement shall constitute a “Default” hereunder.


 


Section 5.2                                   Acceleration and Remedies. 
Upon the acceleration of the Obligations under the Credit Agreement, the
Obligations shall immediately become due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived,
and the Agent may exercise any or all of the following rights and remedies:


 


(a)                                  Those rights and remedies provided in this
Security Agreement, the Credit Agreement or any other Loan Document, provided
that this Section 5.2(a) shall not be understood to limit any rights or
remedies available to the Agent prior to a Default.


 


(b)                                 Those rights and remedies available to a
secured party under the UCC (whether or not the UCC applies to the affected
Collateral) or under any other applicable law (including,


 


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without
limitation, any law governing the exercise of a bank’s right of setoff or
bankers’ lien) when a debtor is in default under a security agreement.


 


(c)                                  Without notice except as specifically provided
in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option
or options to purchase or otherwise dispose of the Collateral or any part
thereof in one or more parcels at public or private sale, for cash, on credit
or for future delivery, and upon such other terms as the are commercially
reasonable.


 


Section 5.3                                   AMI’s Obligations Upon a Default. 
Upon the request of the Agent after the occurrence and during the
continuance of a Default, AMI shall:


 


(a)                                  Assembly of Collateral. 
Assemble and make available to the Agent the Collateral and all records
relating thereto at any place or places specified by the Agent which are
reasonably convenient to both Agent and AMI.


 


(b)                                 Secured Party Access. 
Permit the Agent or any Lender, by the Agent’s or such Lender’s
representatives and agents or otherwise, to enter any premises where all or any
part of the Collateral, or the books and records relating thereto, or both, are
located, to take possession of all or any part of the Collateral and to remove
all or any part of the Collateral.


 


Section 5.4                                   License.  The Agent is hereby granted a
license or other right to use, following the occurrence and during the
continuance of a Default, without charge, AMI’s labels, patents, copyrights,
rights of use of any name, trade secrets, trade names, trademarks, service
marks, customer lists and advertising matter, or any property of a similar
nature, as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral, and, following the occurrence
and during the continuance of a Default, AMI’s rights under all licenses and
all franchise agreements shall inure to the Agent’s benefit.  In addition, AMI hereby irrevocably agrees
that the Agent may, following the occurrence and during the continuance of a
Default, sell any of AMI’s Inventory directly to any person, including without
limitation persons who have previously purchased AMI’s Inventory from AMI and
in connection with any such sale or other enforcement of the Agent’s rights under
this Security Agreement, may sell Inventory which bears any trademark owned by
or licensed to AMI and any Inventory that is covered by any copyright owned by
or licensed to AMI and the Agent may finish any work in process and affix any
trademark owned by or licensed to AMI and sell such Inventory as provided
herein.


 


ARTICLE VI


 


Waivers, Amendments and Remedies


 


No delay or omission of the Agent to exercise any right or remedy
granted under this Security Agreement shall impair such right or remedy or be construed
to be a waiver of any Default or an acquiescence therein, and any single or
partial exercise of any such right or remedy shall not preclude any other or
further exercise thereof or the exercise of any other right or remedy.  No waiver, amendment or other variation of
the terms, conditions or provisions of this Security Agreement whatsoever shall
be valid unless in writing signed by the Agent and AMI or AirNet on behalf of
AMI and then only to the extent in such writing specifically set forth.  All


 


11

















 


rights and remedies contained in this Security Agreement or by law
afforded shall be cumulative and all shall be available to the Agent until the
Secured Obligations have been paid in full.


 


ARTICLE VII


 


Proceeds; Collection of Receivables


 


Section 7.1                                   Lockboxes.  Upon request of the Agent
made after the occurrence and during the continuance of a Default, AMI shall
execute and deliver to the Agent irrevocable lockbox agreements in the form
provided by or otherwise acceptable to the Agent, which agreements shall be
accompanied by an acknowledgment by the bank where the lockbox is located of
the Lien of the Agent granted hereunder and of irrevocable instructions to wire
all amounts collected therein to a special collateral account at the Agent.


 


Section 7.2                                   Collection of Receivables.  The
Agent may, by giving AMI and/or AirNet written notice at any time after the
occurrence and during the continuance of any Default, elect to require that the
Receivables be paid directly to the Agent. 
In such event, AMI shall, and shall permit the Agent to, promptly notify
the account debtors or obligors under the Receivables of the Agent’s interest
therein and direct such account debtors or obligors to make payment of all amounts
then or thereafter due under the Receivables directly to the Agent.  Upon receipt of any such notice from the
Agent, AMI shall thereafter hold in trust for the Agent all amounts and
proceeds received by it with respect to the Receivables and Other Collateral
and immediately and at all times thereafter deliver to the Agent all such
amounts and proceeds in the same form as so received, whether by cash, check,
draft or otherwise, with any necessary endorsements.  The Agent shall hold and apply funds so received as provided by
the terms of Sections 7.3 and 7.4.


 


Section 7.3                                   Special Collateral Account.  The
Agent may, by giving AMI and/or AirNet written notice at any time after the
occurrence and during the continuance of any Default, require all cash proceeds
of the Collateral to be deposited in a special non-interest bearing cash
collateral account with the Agent and held there as security for the Secured
Obligations.  AMI shall have no control
whatsoever over said cash collateral account. 
If no Unmatured Default or Default has thereafter occurred and is then
continuing, the Agent shall from time to time deposit the collected balances in
said cash collateral account into the general operating account of AMI and/or
AirNet with the Agent.  If any Unmatured
Default or Default has occurred and is continuing, the Agent may, from time to
time, apply the collected balances in said cash collateral account to the
payment of the Secured Obligations whether or not the Secured Obligations shall
then be due.


 


Section 7.4                                   Application of Proceeds.  The
proceeds of the Collateral shall be applied by the Agent to payment of the
Secured Obligations in the following order unless a court of competent
jurisdiction shall otherwise direct:


 


(a)                                  FIRST, to payment of all costs and expenses
of the Agent incurred in connection with the collection and enforcement of the
Secured Obligations or of the security interest granted to the Agent pursuant
to this Security Agreement;


 


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(b)                                 SECOND, to payment of that portion of the
Secured Obligations constituting accrued and unpaid interest and fees pro rata
among those parties to whom such interest and fees are due in accordance with
the amount of such accrued and unpaid interest and fees among each of them;


 


(c)                                  THIRD, to payment of the principal of the
Secured Obligations then due and unpaid pro rata among those parties to whom
such Secured Obligations are due in accordance with the amounts owing to each
of them; and


 


(d)                                 FOURTH, the balance, if any, after all of the
Secured Obligations have been satisfied, shall be deposited by the Agent into
the general operating account of AMI and/or AirNet with the Agent.


 


ARTICLE VIII


 


General Provisions


 


Section 8.1                                   Notice of Disposition of Collateral.  To
the extent permitted by law, AMI hereby waives notice of the time and place of
any public sale or the time after which any private sale or other disposition
of all or any part of the Collateral may be made.  To the extent such notice may not be waived under applicable law,
any notice made shall be deemed reasonable if sent to AMI, addressed as set
forth in Section 8.16, at least ten days prior to (i) the date of any such
public sale or (ii) the time after which any such private sale or other disposition
may be made.


 


Section 8.2                                   Compromises and Collection of Collateral.  AMI
and the Agent recognize that setoffs, counterclaims, defenses and other claims
may be asserted by obligors with respect to certain of the Receivables, that
certain of the Receivables may be or become uncollectible in whole or in part
and that the expense and probability of success in litigating a disputed
Receivable may exceed the amount that reasonably may be expected to be
recovered with respect to a Receivable. 
In view of the foregoing, AMI agrees that the Agent may at any time and
from time to time, if a Default has occurred and is continuing, compromise with
the obligor on any Receivable, accept in full payment of any Receivable such
amount as the Agent in its sole discretion shall determine or abandon any
Receivable, and any such action by the Agent shall be commercially reasonable
so long as the Agent acts in good faith based on information known to it at the
time it takes any such action.


 


Section 8.3                                   Secured Party Performance of AMI Obligations. 
Without having any obligation to do so, the Agent may perform or pay any
obligation which AMI and/or AirNet has agreed to perform or pay in this
Security Agreement and AMI shall reimburse the Agent for any amounts paid by
the Agent pursuant to this Section 8.3. 
AMI’s obligation to reimburse the Agent pursuant to the preceding
sentence shall be a Secured Obligation payable on demand.


 


Section 8.4                                   Authorization for Secured Party to Take
Certain Action.  AMI irrevocably authorizes the Agent in the
sole discretion of the Agent and appoints the Agent as its attorney in fact (i)
to execute, if necessary, on behalf of AMI as debtor, and to file financing
statements


 


13

















 


necessary
or desirable in the Agent’s sole discretion to perfect and to maintain the
perfection and priority of the Agent’s security interest in the Collateral,
(ii) to, with respect to any such cash proceeds received by Agent after the
occurrence and during the continuance of any Default and/or at all other times
to the extent any such cash proceeds are received by Agent pursuant to this
Agreement or any cash management or other agreement between Agent and AMI
and/or AirNet, indorse and collect any cash proceeds of the Collateral, (iii)
to file a carbon, photographic or other reproduction of this Security Agreement
or any financing statement with respect to the Collateral as a financing
statement in such offices as the Agent in its sole discretion deems necessary
or desirable to perfect and to maintain the perfection and priority of the
Agent’s security interest in the Collateral, (iv) to contact and enter into one
or more agreements with the issuers of uncertificated securities which are
Collateral and which are Securities or with financial intermediaries holding
other Investment Property as may be necessary or advisable to give the Agent
Control over such Securities or other Investment Property, (v) at any time
after the occurrence and during the continuance of a Default, to enforce payment
of the Receivables in the name of the Agent or AMI, (vi) to apply the proceeds
of any Collateral received by the Agent to the Secured Obligations as provided
in Article VII and (vii) to discharge past due taxes, assessments,
charges, fees or Liens on the Collateral (except for such Liens as are
specifically permitted hereunder), and AMI agrees to reimburse the Agent on
demand for any payment made or any expense incurred by the Agent in connection
therewith, provided that this authorization shall not relieve AMI or any
other Person of any of its or their respective obligations under this Security
Agreement or under the Credit Agreement.


 


Section 8.5                                   Specific Performance of Certain Covenants.  AMI
acknowledges and agrees that a breach of any of the covenants contained in
Sections 4.1(e), 4.1(f), 4.4, 5.3, or 8.7 or in Article VII will cause
irreparable injury to the Agent that the Agent have no adequate remedy at law
in respect of such breaches and therefore agrees, without limiting the right of
the Agent to seek and obtain specific performance of other obligations of AMI
contained in this Security Agreement, that the covenants of AMI contained in
the Sections referred to in this Section 8.5 shall be specifically
enforceable against AMI.


 


Section 8.6                                   Use and Possession of Certain Premises. 
Upon the occurrence and during the continuance of a Default, the Agent
shall be entitled to occupy and use any premises owned or leased by AMI where
any of the Collateral or any records relating to the Collateral are located
until the Secured Obligations are paid or the Collateral is removed therefrom,
whichever first occurs, without any obligation to pay AMI for such use and
occupancy.


 


Section 8.7                                   Dispositions Not Authorized.  AMI
is not authorized to sell or otherwise dispose of the Collateral except as set
forth in Section 4.1(e) and notwithstanding any course of dealing between
AMI and/or AirNet and the Agent or any Lender or other conduct of the Agent or
any Lender, no authorization to sell or otherwise dispose of the Collateral
(except as set forth in Section 4.1(e)) shall be binding upon the Agent
unless such authorization is in writing signed by the Agent.


 


Section 8.8                                   Benefit of Agreement.  The
terms and provisions of this Security Agreement shall be binding upon and inure
to the benefit of AMI, the Agent and the Lenders, except that AMI shall not
have the right to assign its rights or delegate its obligations under this


 


14

















 


Security
Agreement or any interest herein, without the prior written consent of the
Agent and/or the Lenders as required under the Credit Agreement.


 


Section 8.9                                   Survival of Representations.  All
representations and warranties of AMI contained in this Security Agreement
shall survive the execution and delivery of this Security Agreement.


 


Section 8.10                            Taxes and Expenses.  Any taxes (including income taxes) payable
or ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by AMI, together with interest and penalties, if
any.  AMI shall reimburse the Agent for
any and all out-of-pocket expenses and internal charges (including reasonable
attorneys’, auditors’ and accountants’ fees and reasonable time charges of
attorneys, paralegals, auditors and accountants who may be employees of the
Agent paid or incurred by the Agent in connection with the preparation,
execution, delivery, administration, collection and enforcement of this
Security Agreement and in the audit, analysis, administration, collection,
preservation or sale of the Collateral (including the expenses and charges
associated with any periodic or special audit of the Collateral).  Any and all costs and reasonable expenses
incurred by AMI in the performance of actions required pursuant to the terms
hereof shall be borne solely by AMI.


 


Section 8.11                            Headings.  The title of and section headings in
this Security Agreement are for convenience of reference only, and shall not
govern the interpretation of any of the terms and provisions of this Security
Agreement.


 


Section 8.12                            Termination.  This Security Agreement shall continue in
effect (notwithstanding the fact that from time to time there may be no Secured
Obligations outstanding) until (i) the Credit Agreement has terminated pursuant
to its express terms and (ii) all of the Secured Obligations have been
indefeasibly paid and performed in full and no commitments of the Agent which
would give rise to any Secured Obligations are outstanding.


 


Section 8.13                            Entire Agreement.  This Security Agreement embodies the entire
agreement and understanding between AMI, the Lenders and the Agent relating to
the Collateral and supersedes all prior agreements and understandings between
AMI, the Lenders and the Agent relating to the Collateral.


 


Section 8.14                            Choice of Law.  This Security Agreement shall be construed
in accordance with the internal laws (but without regard to the conflict of
laws principles) of the State of Ohio, but giving effect to federal laws
applicable to national banks.


 


Section 8.15                            Indemnity.  AMI hereby agrees to indemnify the Agent,
the Lenders, and their respective officers, agents, employees, representatives,
directors and shareholders from and against any and all liabilities, damages,
penalties, suits, costs, and expenses of any kind and nature (including,
without limitation, all expenses of litigation or preparation therefor whether
or not the Agent a party thereto) imposed on, incurred by or asserted against
any of them in any way relating to or arising out of this Security Agreement,
or the manufacture, purchase, acceptance, rejection, ownership, delivery,
lease, possession, use, operation, condition, sale, return or other disposition
of any Collateral (including, without limitation, latent and other defects,
whether or


 


15

















 


not
discoverable by any such indemnified party or AMI, and any claim for patent,
trademark or copyright infringement) unless such liabilities, damages,
penalties, suits, costs and expenses are determined by a court of competent jurisdiction
in a final non-appealable judgment to have occurred directly as a result of any
such indemnified party’s gross negligence or willful misconduct.


 


Section 8.16                            Sending Notices.  Any notice required or permitted to be given
under this Security Agreement shall be sent (and deemed received) in the manner
and to the addresses set forth in Section 12.14 of the Credit Agreement.


 


Section 8.17                            WAIVER
OF JURY TRIAL.  AMI AND THE AGENT
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR
THE RELATIONSHIP ESTABLISHED THEREUNDER.


 


Section 8.18                            Consent To Jurisdiction.  AMI
hereby irrevocably submits to the non-exclusive jurisdiction of any U.S.
federal or Ohio state court sitting in Columbus, Ohio in any action or
proceeding arising out of or relating to this Security Agreement and AMI hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in any such court and irrevocably waives any objection
it may now or hereafter have as to the venue of any such suit, action or
proceeding brought in such a court or that such court is an inconvenient
forum.  Nothing herein shall limit the
right of the Agent to bring proceedings against AMI in the courts of any other
jurisdiction.  Any judicial proceeding
by AMI against the Agent or any affiliate of the Agent involving, directly or
indirectly, any matter in any way arising out of, related to, or connected with
this Security Agreement shall be brought only in a court in Columbus, Ohio.


 


Section 8.19                            Counterparts.  This Security Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Security Agreement by
signing any such counterpart.


 


16

















 


IN
WITNESS WHEREOF, AMI and the Agent have executed this Security Agreement as of
the date first above written.


 


	
   

  	
  AMI:

  
	
   

  	
   

  
	
   

  	
  AIRNET
  MANAGMENT, INC.,

  an Ohio corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Gary W. Qualmann

  	
   

  
	
   

  	
   

  	
  Gary
  W. Qualmann

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  THE
  HUNTINGTON NATIONAL BANK,

  a national banking association, individually and as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John M. Luehmann

  	
   

  
	
   

  	
   

  	
  John
  M. Luehmann, Vice President

  
							



 


17

















 


EXHIBIT “A”


 


(See Sections 3.3, 3.4, and 4.1.(g) of Security Agreement)


 


Principal
Place of Business and Mailing Address:


 


 


Location(s)
of Receivables Records (if different from Principal Place of Business above):


 


 


Locations
of Inventory and Equipment and Fixtures:


 


A.                                   Properties Owned by AMI:


 


 


B.                                     Properties Leased by AMI (Include Landlord’s Name):


 


 


C.                                     Public Warehouses or other Locations pursuant
to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):


 


 


 


18

















 


EXHIBIT “B”


(See Section 3.8 of Security Agreement)


 


A.            Vehicles
subject to certificates of title:


 


	
  Description

  	
   

  	
  Title Number & State Where Issued

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


B.            Aircraft/engines,
ships, railcars and other vehicles governed by federal statute:


 


	
  Description

  	
   

  	
  Registration Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


C.                                     Patents,
copyrights, trademarks protected under federal law*:


 


 












*For
(i) trademarks, show the trademark itself, the registration date and the
registration number; (ii) trademark applications, show the trademark applied
for, the application filing date and the serial number of the application;
(iii) patents, show the patent number, issue date and a brief description of
the subject matter of the patent; and (iv) patent applications, show the serial
number of the application, the application filing date and a brief description
of the subject matter of the patent applied for.  Any licensing agreements for patents or trademarks should be
described on a separate schedule.


 


19

















 


EXHIBIT “C”


(See Section 3.8 of Security Agreement)


 


Legal description, county and street address of property on which


Fixtures are located:


 


	
  Name and Address of Record Owner:

  
	
   

  
	
   

  



 


20

















 


EXHIBIT “D”


(See Sections 3.9 and 4.1(f) of Security Agreement)


 


EXISTING LIENS ON THE COLLATERAL


 


	
  Secured Party

  	
   

  	
  Collateral

  	
   

  	
  Principal
  Balance

  	
   

  	
  Maturity

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


21

















 


EXHIBIT “E”


(See Section 3.1 of Security Agreement)


 


OFFICES IN WHICH FINANCING STATEMENTS HAVE
BEEN FILED


 


Secretary of State of the State of Ohio


 


22