Exhibit 4.9


 


EXECUTION COPY


 


SECURITY AGREEMENT


PLEDGE AND ASSIGNMENT OF MEMBERSHIP INTEREST


 


THIS
SECURITY AGREEMENT PLEDGE AND ASSIGNMENT OF MEMBERSHIP INTEREST (“Assignment”)
is made and entered into as of May 28, 2004, by and between AirNet
Systems, Inc., an Ohio corporation (“Grantor”), and The Huntington
National Bank, a national banking association (“Agent”), for itself and on
behalf of the lenders (the “Lenders”) from time to time party to the Credit
Agreement described below.  Grantor and
Agent are sometimes referenced herein as the “Party(ies)”.


 


Background Information


 


On the date hereof, Agent, Grantor and the Lenders
have entered into a certain Amended and Restated Credit Agreement (as it may be
amended, modified, supplemented, extended, restated or replaced from time to
time, the “Credit Agreement”), pursuant to which Agent and the Lenders have
agreed to extend credit (herein, collectively, the “Loan”) to Grantor on
certain terms and conditions, including, without limitation, that Grantor execute
and deliver this Assignment, pursuant to which Grantor is granting a security
interest in its “Membership Interest” (hereinafter defined) in Fast Forward
Solutions, LLC, an Ohio limited liability company (“Fast Forward”).


 


Agreement


 


NOW, THEREFORE, for and
in consideration of the mutual promises set forth in this Assignment and to
induce Agent and the Lenders to enter into and extend credit to Grantor
pursuant to the Credit Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Parties hereby agree as follows:


 


Section 1.              Definitions.  All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  In addition to the
words and terms defined elsewhere in this Assignment, the following words and
terms shall have the following meanings:


 


“Collateral” shall mean, collectively,
the Membership Interest and all Proceeds.


 


“Event
of Default” shall mean the occurrence of a Default as defined in
the Credit Agreement.


 


“Lender” and “Lenders” shall be as
defined in the preamble of this Assignment, 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.


 

















 


“Membership
Interest” shall mean, collectively, Grantor’s interests as a
member (now owned or hereinafter acquired) in Fast Forward, together with all proceeds,
rents, income, increases, profits and related rights, all sums or distributions
(whether made in cash, tangible or intangible property of any kind or
character, or otherwise) due or to become due to Grantor including all profits
and income, and the accounts thereof, all surplus and capital, and the accounts
thereof, all rights (if and only to the extent provided in the Operating
Agreement as hereinafter defined) in specific property of Fast Forward,
including, if applicable, the equal right with the other members to possess the
same for Fast Forward’s business purposes, the rights, but not the duty, to
participate in the management and administration of Fast Forward’s business and
affairs, to require any information and account of Fast Forward’s transactions
and all other matters relating to the business and financial condition of Fast
Forward, to inspect Fast Forward’s books and records, including federal, state
and local income tax returns, during the continuance of Fast Forward’s business
and to receive all allocations of loss, deduction, credit and other tax
benefits allocable to Grantor from Fast Forward, and any and all other right,
title and interest of Grantor in Fast Forward and under the Operating
Agreement, whether now existing or hereafter acquired or created, together with
all products, proceeds, substitutions and additions of or to any of the
foregoing.


 


“Operating
Agreement” means the Operating Agreement of Fast Forward dated
August 4, 2003, as the same may be amended, modified, supplemented, restated or
replaced from time to time.


 


“Proceeds” shall mean whatever cash or
other property is received when a Membership Interest or Proceeds are sold,
exchanged, collected or otherwise disposed of, both cash and non-cash, and all
payments or distributions paid or payable on account of the Membership
Interest.


 


Section
2.               Security Interest. 
As security for the prompt and full payment and performance of the
Obligations, Grantor hereby pledges, assigns and grants to Agent, for itself
and for the benefit of the Lenders, a security interest (under the Ohio Uniform
Commercial Code, as in effect on the date hereof and as amended from time to
time hereafter, the “Code”), in all of Grantor’s right, title and interest,
whether now existing or hereafter arising, created or acquired in, to and under
the Collateral.  In connection with the
granting of such security interest, Grantor hereby collaterally assigns,
transfers and sets over unto Agent all of Grantor’s right, title and interest,
whether now existing or hereafter arising, created or acquired in, to and under
the Collateral.


 


Section
3.               Perfection of Security Interest. 
Grantor hereby authorizes Agent to file such financing statements or any
additional financing statements or continuation statements, as may be necessary
or desirable in order to perfect the security interests created herein.


 


Section 4.               Agent Has Rights
and Remedies of a Secured Party.  In
addition to all rights and remedies given to Agent by this Assignment or any
other Loan Document, Agent shall have all the rights and remedies of a secured
party under the Code.


 


Section 5.               Limitations on
Obligations of Agent Under the Operating Agreement.  Grantor acknowledges and agrees that, until
such time as Agent or its successors or assigns


 


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acquires title to the Membership Interest, this Assignment shall not in
any way obligate Agent or any of its successors or assigns to perform any of
the now existing or hereafter accruing obligations of Grantor under the
Operating Agreement, whether heretofore or hereafter accruing or arising, all
with the same effect as though this Assignment had not been executed or
delivered by Grantor.


 


Section 6.               Representations and Warranties.  Grantor represents and warrants to Agent as
follows:


 


(a)           Grantor
has and will have good and marketable title to the Collateral from time to time
owned or acquired by it, free and clear of any Liens or adverse claims thereon
or affecting the title thereto, except as permitted under the Credit Agreement
or for the security interest created by this Assignment and the other Security
Documents, and is entitled to the rights and benefits thereof, as set forth in
the Operating Agreement and otherwise. 
Except as provided in the Operating Agreement, the Collateral is not
subject to any defenses, sets-offs or counterclaims of any kind.  Neither Grantor nor Fast Forward has made
any assignment for the benefit of creditors and there has not been filed any
petition in bankruptcy (or any other commencement of a bankruptcy or similar
proceeding) by or against Grantor or Fast Forward under any applicable
bankruptcy, insolvency, reorganization or similar law.


 


(b)           Grantor
has the right and requisite authority to pledge, assign, transfer, deliver,
deposit and set over the Collateral to Agent as provided herein, and no
provision of the Operating Agreement, or other agreement or instrument to which
Grantor or Fast Forward is a party conflicts with this Assignment or limits the
right and power of Grantor to do so. There is no agreement in effect with
respect to either Grantor or Fast Forward, other than any agreement with Agent,
which would in any manner impair or prohibit the terms of this Assignment or
the assignment of the Collateral as provided hereunder.


 


(c)           The
pledge, assignment and delivery of, and the filing of the financing statements
with respect to, the Collateral pursuant to this Assignment will create a valid
first priority lien on and a perfected security interest in the Collateral
securing the payment and performance of the Obligations.


 


(d)           Grantor
has full right, power and authority to enter into this Assignment and this
Assignment has been duly executed and delivered by Grantor and constitutes the
legal, valid and binding obligation of Grantor, enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally and
general principles of equity.


 


(e)           Neither
the execution or the delivery of this Assignment, nor compliance with the terms
and provisions hereof on the part of Grantor or Fast Forward will violate any
statute, license or regulation of any governmental authority or will breach,
conflict with, or result in a breach of any of the terms, conditions or
provisions of any agreement or instrument, other than any agreement with Agent
to which Grantor or Fast Forward is a party or may be bound, or constitute a
default thereunder, or result in the creation or imposition of any Lien of any
nature whatsoever upon, or give to others any interest or right, including the
right of termination or


 


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cancellation, in or with
respect to, any of Grantor’s or Fast Forward’s property, assets, contracts,
licenses or business.


 


(f)            The Membership Interest being pledged and assigned
hereunder constitutes one hundred percent (100%) of all the membership
interests in Fast Forward and Grantor is the owner, and is entitled to the
rights and benefits, thereof as set forth in the Operating Agreement.


 


(g)           Fast
Forward is a valid and subsisting limited liability company and is duly
organized and existing under the laws of the State of Ohio, the Operating
Agreement is and remains in full force and effect, and a true, complete and
correct copy of the Operating Agreement has been delivered to Agent.


 


The representations and warranties set forth in this Section shall
survive the execution, delivery and performance of this Assignment.


 


Section 7.               Provisions Applicable to the
Collateral.  The Parties agree that,
at all times during the term of this Assignment, the following provisions shall
be applicable to the Collateral:


 


(a)           Grantor
shall keep accurate and complete books and records concerning the Collateral.


 


(b)           Agent shall have the
right, with prior notice at any time during which no Event of Default has
occurred and is continuing (it being understood and agreed that no such notice
shall be required at any time after the occurrence and during the continuance
of an Event of Default), to review the books and records of Grantor pertaining
to the Collateral and to copy the same and make excerpts therefrom all at such
reasonable times and as often as Agent may reasonably request.


 


(c)           In
connection with any change of the name, identity or structure of the Grantor
that might make any UCC financing statements filed in connection with the
transactions contemplated hereby, seriously misleading within the meaning of
the UCC or any change in the state of incorporation of the Grantor, the Grantor
shall (i) authorize, if Agent deems the same reasonably necessary or desirable,
the filing of appropriate financing statements in appropriate filing offices
prior to such change and (ii) give the Agent notice of such change at least
fifteen (15) Business Days prior to such change.


 


(d)           Promptly
upon request of Agent from time to time, Grantor shall furnish Agent with such
material information concerning the Collateral as Agent may reasonably request,
including copies of all material notices and communications with respect to
Fast Forward or its respective properties, assets, operations or business which
may be sent by Grantor to, or received from, Fast Forward or any other member
of Fast Forward.


 


(e)           As
long as Grantor retains title to the Membership Interest, Grantor shall have
the right to exercise all voting and other rights under or pertaining to the
Collateral;


 


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provided, however, all such
rights and privileges shall be exercised in a manner which is not inconsistent
with the provisions of this Assignment or the other Loan Documents.


 


(f)            Grantor
will not authorize or consent to any amendment, revision or modification of the
Operating Agreement without the prior written consent of Agent, which consent
shall not be unreasonably withheld.


 


(g)           Grantor
and Fast Forward shall not permit, without the prior written consent of Agent:
(i) any new member to be admitted to Fast Forward, or (ii) any transaction
which would have the effect of diluting Grantor’s Membership Interest.


 


(h)           Except
as permitted under the Credit Agreement, Grantor shall not (i) create, incur,
assume or suffer to exist any Lien or pledge or conditional sale or other title
retention agreement with respect to any of, the Collateral, (ii) sell, assign,
transfer, pledge, or otherwise encumber any rights in or to the Collateral, or
any distributions or payments with respect thereto, (iii) permit any levy or
attachment to be made against any of the Collateral, or (iv) permit any
financing statement to be filed or on file with respect to any of the
Collateral, except in favor of Agent.


 


(i)            Grantor
shall defend Agent’s security interest in the Collateral and shall, at its own
cost and expense, cause (providing that Agent shall file financing statements)
said security interest to be perfected and to continue to be perfected, and for
such purpose Grantor will from time to time at the request of Agent execute and
file or record, or cause to be filed or recorded, such instruments, documents
and notices, including, without limitation, financing statements and
continuation statements, as Agent may deem reasonably necessary or advisable
from time to time in order to perfect and continue perfected said security
interest. Grantor will do all such other acts and things and execute and
deliver all such other instruments and documents, including without limitation,
further security agreements, pledges and assignments, as Agent may reasonably
deem necessary or advisable from time to time in order to perfect, preserve and
continue as perfected the priority of said security interest as a security
interest in the Collateral prior to the rights of all other persons therein or
thereto except for Agent.


 


(j)            Grantor
shall defend the title to the Collateral and the lien on and security interest
of Agent therein against the claim of any person or entity and will maintain
and preserve and protect such lien and security interest in the Collateral,
until such time as the Obligations have been indefeasibly paid and performed in
full and Agent and the Lenders shall have no obligation to extend any credit
under the Credit Agreement or the other Loan Documents.


 


(k)           Grantor
hereby irrevocably authorizes Fast Forward to (after receipt by Fast Forward of
notice and/or upon actual knowledge of an Event of Default) rely upon and
comply with any written notice or demand by Agent for the collection of any
distributions under the Operating Agreement or otherwise with respect to the
Membership Interest or the Collateral. 
Fast Forward is hereby authorized to rely upon the written statement of
Agent with respect to the existence of an Event of Default and Fast Forward
shall have no liability to Grantor for Fast Forward’s reliance upon Agent’s
written notice of the existence of an Event of Default.  Without in any way limiting the
effectiveness of the aforesaid authorization, if after an Event of Default


 


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has occurred and is
continuing, Grantor shall receive all or any portion of any distribution which
under this Assignment is payable to Agent, then Grantor will hold the same in
trust for, and shall immediately remit the same to, Agent.


 


(l)            Agent
shall have no responsibility to enforce collection of any distribution hereby
assigned and Agent shall not have any other responsibility in connection
therewith, except the responsibility to account for funds actually
received.  Neither this Assignment nor
any action or inaction on the part of Agent prior to the acquisition by Agent
of title to the Membership Interest hereunder shall constitute an assumption on
the part of Agent of any duty or obligation with respect to the Membership
Interest or the Operating Agreement, nor shall Agent have any duty or
obligation to make any payment to be made by Grantor under the Operating
Agreement, or to present or file any claim, or to take any other action to
collect or enforce the payment of any amounts or the performance of any
obligations which have been assigned to Agent or to which it may be entitled
hereunder at any time or times.  No
action or inaction on the part of Agent shall adversely affect or limit in any
way the rights of Agent hereunder.


 


(m)          If,
upon the exercise of its remedies under this Assignment, Agent becomes a substitute
member of Fast Forward, Agent shall automatically assume all of Grantor’s
obligations under the Operating Agreement, incurred on or after the date of
assumption, except that Agent shall not be required to pay any capital
contributions or other assessments to Fast Forward with respect to the
Collateral.


 


(n)           Grantor
will not change its name or identity in any manner unless it shall have given
Agent at least 30 days’ prior written notice thereof and shall have taken all
action (or made arrangements to take such action substantially simultaneously
with such change if it is impossible to take such action in advance) necessary
or reasonably requested by Agent to amend any financing statement or
continuation statement as required by Agent. Grantor will not amend, modify or
otherwise affect its organizational documents, including, without limitation,
its articles of incorporation and code of regulations, without the prior
written consent of Agent.


 


(o)           Promptly
upon request of Agent from time to time, Grantor shall furnish to Agent such
information concerning the Collateral as Agent may reasonably request,
including, without limitation, copies of all notices and communications with
respect to Fast Forward or its properties, assets, operations or business, which
may be sent by Grantor to, or received from, 
or any other member of Fast Forward.


 


(p)           Grantor
does hereby irrevocably constitute and appoint Agent as its true and lawful
attorney, coupled with an interest, with full power of substitution, for
Grantor, in its name, place and stead, at any time after the occurrence and
during the continuance of an Event of Default, to ask for, demand, collect,
receive, receipt for, sue for, compound and give acquittance for any and all
sums or properties which may be or become due, payable or distributable in
connection with or with respect to the Collateral, with full power to settle,
adjust or compromise any claim thereunder or therefor as fully as Grantor could
itself do, and to endorse or sign the name of Grantor on all negotiable
instruments and any other commercial paper given in payment or in part payment
thereof, and all documents of satisfaction, discharge or receipt required or


 


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requested in connection
therewith, and in its discretion to file any claim or take any other action or
proceeding, either in its own name or in the name of Grantor, or otherwise,
which Agent may deem necessary or appropriate to collect or otherwise realize
upon any and all of the Collateral, or which may be necessary or appropriate to
protect and preserve the right, title and interest of Agent in and to such
Collateral and the security intended to be afforded hereby.


 


Section 8.               Rights with Respect to Collateral.  As long as no Event of Default shall have
occurred and be continuing and until written notice shall be given to Fast
Forward and Grantor by Agent, Grantor shall have the right, from time to time,
to receive all cash flow and other proceeds, enjoy all rights and benefits of,
and exercise all powers with respect to the Collateral or any part thereof for
all purposes not inconsistent with the provisions of this Assignment, the
Credit Agreement, the Loan Documents and any other agreement given by Grantor
or any other party obligated with respect to the Loan Documents to Agent; provided,
however, that no consent shall be given or action taken in Grantor’s
capacity as member of Fast Forward which would have the effect of impairing the
position or interest of Agent in respect of the Collateral, result in an Event
of Default hereunder or under the Loan Documents, or, except as permitted under
the Credit Agreement, which would (without the prior written consent of Agent)
authorize or effect (i) the dissolution or liquidation, in whole or in part, of
Fast Forward, (ii) the consolidation or merger of Fast Forward with any other
person or entity other than Grantor or its wholly owned Subsidiaries, (iii) the
sale, disposition or encumbrance of all or substantially all of the assets of
Fast Forward other than to Grantor or any Guarantor, any change in the members
of Fast Forward or their membership interests in Fast Forward which results in
the dilution of Grantor’s Membership Interest except that Grantor may transfer
ownership of its Membership Interest to any Guarantor subject to the Liens and
interests therein granted hereunder in favor of Agent and provided that said
Guarantor assumes all of the obligations of Grantor hereunder and becomes a
party to this Assignment, pursuant to a written agreement in form and substance
satisfactory to Agent.


 


Section
9.               Remedies upon Default.


 


(a)           Upon the occurrence and during the continuance of an
Event of Default, Agent shall have such rights and remedies with respect to the
Collateral which it may have at law, in equity, or under this Assignment,
including, without limitation, the right to acquire Grantor’s Membership
Interest in Fast Forward pursuant to this Assignment, and, in such event, Agent
shall have the right, but not the obligation, to be admitted as a member of
Fast Forward with respect to the Membership Interest, and thereupon Agent shall
enjoy all of the rights and privileges and be responsible for all obligations
of Grantor to operate, manage and control Fast Forward, all as if Agent was a
member of Fast Forward in lieu of Grantor; and/or Agent shall have the right to
take possession of the Collateral and cause the transfer and register in its
name or in the name of its designee the whole or any part (including, without
limitation, the economic benefits only of the Membership Interest) of the
Collateral, exercise any rights or powers with respect thereto, collect and
receive all distributions made thereon, sell in one or more sales, after 10
days’ notice of the time and place of any public sale or of the time after
which a private sale is to take place (which notice Grantor agrees is
commercially reasonable), but without any previous notice or advertisement, the
whole or any part (including, without limitation, the economic benefits only of
the Membership Interest) of the Collateral, and otherwise act with respect to
the Collateral as though Agent was the outright owner thereof.  Grantor hereby irrevocably


 


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constitutes and appoints Agent as its attorney-in-fact, with full power
of substitution, to, upon the occurrence and during the continuance of an Event
of Default, sign any document or take any action in order to do any of the
foregoing, provided, however, that Agent shall not have any duty
to exercise any such right or to preserve the same and shall not be liable for
any failure to do so or for any delay in doing so.


 


Any
sale shall be made at a public or private sale at any place to be named in the
notice of sale, either for cash or upon credit or for future delivery as Agent
decides, and Agent may be the purchaser of the whole or any part (including,
without limitation, the economic benefits only of the Membership Interest) of
the Collateral so sold by public sale and hold the same thereafter in its own
right free from any claim of Grantor. Any purchaser or any agent of such
purchaser (a “Purchaser”) of the Collateral, at such Purchaser’s election, may
become a substitute member of Fast Forward. Demands of performance, except as
otherwise herein specifically provided for, notices of sale, advertisements and
the presence of property at sale are hereby waived and any sale hereunder may
be conducted by an auctioneer or any officer or agent of Agent.  Agent shall apply the proceeds of any sale
and any other proceeds of the Collateral first to the payment of the reasonable
costs and expenses incurred by Agent in connection with such sale or
collection, including, without limitation, reasonable attorneys’ fees and legal
expenses, then to the payment of the Obligations, on account of principal or
interest or otherwise, as Agent in its sole discretion may elect.


 


(b)           Grantor agrees that following the occurrence and
during the continuance of an Event of Default, it will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay, extension or
moratorium law now or hereafter in force in order to prevent or delay the
enforcement of this Assignment, or the absolute sale of the whole or any part
(including, without limitation, the economic benefits only of the Membership
Interest) of the Collateral or the possession thereof by any Purchaser at any
sale hereunder, and Grantor waives the benefit of all such laws to the extent
it lawfully may do so.


 


In addition to all the rights and remedies given to
Agent by this Assignment and the Loan Documents, Agent shall have all the
rights and remedies of a secured party under the Code.  If an Event of Default has occurred and is
continuing, Grantor agrees that it will not interfere with any right, power or
remedy of Agent provided for in this Assignment or now or hereafter existing at
law or in equity or by statute or otherwise, or the exercise or commencement of
the exercise by Agent of any one or more of such rights, powers or remedies.  No failure or delay on the part of Agent to
exercise any such right, power or remedy and no notice or demand which may be
given to or made upon Grantor by Agent with respect to any such remedies shall
operate as a waiver thereof, or limit or impair Agent’s right to take any action
or to exercise any power or remedy hereunder, without notice or demand, or
prejudice its rights as against Grantor in any respect.


 


(c)           If
an Event of Default has occurred and is continuing, Grantor shall cause all
proceeds of the Collateral to be paid directly to Agent, and any such proceeds
collected by Grantor with respect to the Collateral shall be delivered to Agent
forthwith upon receipt, in the original form in which received, bearing such
endorsements or assignments by Grantor as may be necessary to permit collection
thereof by Agent and for such purpose. Grantor hereby irrevocably authorizes
and employs Agent, its officers, employees and authorized agents to endorse and
sign the name of Grantor on all checks, drafts, money orders or other media of


 


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payment so delivered and
such endorsements or assignments shall, for all purposes, be deemed to have
been made by Grantor prior to any endorsement or assignment thereof by
Agent.  Agent may use any convenient or
customary means for the purpose of collecting such checks, drafts, money orders
or other media of payment.


 


(d)           Grantor
further agrees that a breach of any of the covenants and agreements contained
in this Assignment will cause irreparable injury to Agent and that Agent shall
have no adequate remedy at law in respect of such breach and, as a consequence,
agrees that each and every covenant and agreement contained in this Assignment
shall be specifically enforceable against Grantor and Grantor hereby waives and
agrees not to assert any defenses against an action for specific performance of
such covenants and/or agreements except for a defense that the Obligations are
not then due and payable in accordance with the agreements and instruments governing
and evidencing such obligations.


 


(e)           Agent may pursue its rights and remedies without first
proceeding under any of the other remedies available under any other documents
or agreements held by Agent and Agent may resort to any remedies, at the same
or different times, as Agent may deem advisable in its sole discretion.


 


Section
10.             Waiver. 
Except as required under the Credit Agreement, Grantor waives demand,
presentment and protest.  No delay or
omission or forbearance by Agent in exercising any rights under this
Assignment, the Credit Agreement, or any of the other Loan Documents, or the
Operating Agreement shall operate as a waiver of the rights of Agent under any
of those documents or of any other rights and shall not affect, discharge,
diminish or impair Grantor’s obligations hereunder.  Waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.  All of the rights and remedies of Agent, whether evidenced hereby
or by any of the other Loan Documents or any other agreement, promissory note,
or other evidence of indebtedness, shall be cumulative and may be exercised
singularly or concurrently.  Nothing
herein contained shall be construed as constituting a waiver or suspension by
Agent of the right to enforce payment of the Obligations.


 


Section
11.             [Intentionally omitted]


 


Section
12.             No Challenge to Exercise of Rights
under Assignment.  As an inducement to Agent and the Lenders to
enter into the Credit Agreement, Grantor has assured Agent that, upon the
occurrence of an Event of Default hereunder, one of the remedies available
under this Assignment to Agent, at its election, would be to retain the
Membership Interest, or any part thereof (including, without limitation, the
economic benefits only of the Membership Interest), and to become a substitute
member of Fast Forward, in application against the Obligations.  Accordingly, Grantor hereby acknowledges
that any such election to retain the Membership Interest or any part thereof is
reasonable under the circumstances and Grantor hereby waives and releases any
right it may have to demand a sale of the Membership Interest or to otherwise
oppose the retention of the Membership Interest or any part thereof by Agent if
an Event of Default has occurred and is continuing and if Agent makes such an
election following such Event of Default. 
Furthermore, Grantor covenants and agrees to fully cooperate, to the
fullest extent permitted under applicable law, in any action or measure taken
by Agent to implement such an election of remedies, and if an Event of Default
has occurred and is continuing to not


 


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challenge the exercise of the rights of Agent granted hereunder.
Notwithstanding the foregoing, any waiver or release contained in this Section
12 shall be ineffective to the extent the same is prohibited by Ohio law or
other applicable law.


 


Section
13.             Release. 
Grantor consents and agrees that Agent may at any time, or from time to
time, in its discretion, exchange, release and/or surrender all or any of the
Collateral, or any other property given as collateral security for the
Obligations, or any part thereof, by whomsoever deposited or granted, which is
now or may hereafter be held by Agent in connection with all or any of the
Obligations, all in such manner and upon such terms as Agent may deem proper,
and without notice to or further assent from Grantor; it being hereby agreed
that Grantor shall be and remain bound upon this Assignment, irrespective of the
existence, value or condition of any of the Collateral or such other property
given as collateral security for the Obligations, notwithstanding any such
exchange, surrender or release. Except as required under the Credit Agreement,
Grantor hereby waives notice of acceptance of this Assignment, and promptness
in commencing suit against Grantor or on the Obligations, and in giving any
notice to or of making any claim or demand hereunder upon Grantor or any other
party liable with respect to the Obligations.


 


Section
14.             Indemnification. 
Grantor shall indemnify and hold Agent, the Lenders, and their
respective agents, officers, directors, employees, representatives, successors
and assigns harmless from and against any and all liabilities and claims of any
kind, including reasonable attorney’s fees, which any of them may incur by
reason of this Assignment, or which may be asserted against any of them: (i) by
reason of any alleged obligations to be performed or discharged by Grantor by
reason of this Assignment; and (ii) arising by reason of Agent’s taking or
failure to take any action, in respect of any transaction effected under this
Assignment or in connection with the lien and security interest provided for
herein, including, without limitation, any such liabilities and claims of any
kind arising by virtue of Agent becoming a substitute member of Fast Forward; provided,
however, that Grantor shall not be liable for such indemnification to
the extent that such indemnified liability results from the gross negligence or
willful misconduct of the indemnified party. 
Grantor agrees to pay to Agent all reasonable out-of-pocket costs and
expenses, including reasonable fees and disbursements of counsel, reasonably
incurred by Agent in connection with the enforcement or interpretation by Agent
of the provisions of this Assignment, and of any transactions effected pursuant
to this Assignment. The obligations of Grantor under this Section 14 shall
survive the termination of this Assignment.


 


Section
15.             Limitation on Liability of Agent. 
Neither Agent, the Lenders, nor any of their respective officers,
directors, employees, or agents shall be liable for any action lawfully taken
or omitted to be taken by it or them hereunder or in connection herewith,
except for its or their gross negligence or willful misconduct.


 


Section 16.             Termination. This Assignment shall
terminate upon the payment in full of the Obligations and the termination of
all obligations of Agent and the Lenders to extend further credit to Grantor or
any other party under the Credit Agreement or the other Loan Documents.  The satisfaction, or discharge, of any part
of the Obligations shall not in any way satisfy or discharge this Assignment
and Grantor acknowledges and agrees that, although the Obligations may from
time to time be reduced to zero, this Assignment shall remain in full force and
effect


 


10

















 


until such time as it is terminated pursuant to this Section 16. Upon
termination, Agent shall cooperate with Grantor to secure the release of the
security interest, assignment and pledge created hereby, including the release
and return of all pledged items of Collateral and the release of financing
statements reasonably requested by Grantor, all at Grantor’s expense.


 


Section
17.             Miscellaneous.


 


(a)           Entire
Agreement.  This Assignment and the
other Loan Documents constitute the entire agreement relating to the subject
matter hereof among the Parties hereto. 
Each Party hereto acknowledges that no representation, inducement,
promise or agreement has been made orally or otherwise, by any other Party, or
anyone acting on behalf of any other Party, unless such representation,
inducement, promise or agreement is embodied in this Assignment expressly or by
incorporation.  In the event of any
inconsistency between the terms of this Agreement and the other Loan
Agreements, this Agreement shall control.


 


(b)           Amendments
and Waivers.  No waiver, amendment or other variation of the terms,
conditions or provisions of this Assignment whatsoever shall be valid unless in
writing signed by Agent as provided in the Credit Agreement and then only to
the extent in such writing specifically set forth.


 


(c)           Governing
Law.  This
Assignment 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.


 


(d)           Severability.  In the event any one or more of the
provisions contained in this Assignment shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such provision shall be
deemed replaced by the valid and enforceable provision that is as substantially
similar as is possible to such invalid or unenforceable provision, but the remaining
provisions shall not be affected thereby.


 


(e)           Third
Party Beneficiaries.  The
obligations of Agent under this Assignment shall inure solely to the benefit of
Grantor, and no other person or entity shall be a third party beneficiary with
respect to said obligations contained in this Assignment, and the obligations
of Grantor under this Assignment shall inure solely to the benefit of Agent and
the Lenders, and no other person or entity shall be a third party beneficiary
with respect to said obligations contained in this Assignment.


 


(f)            Rules
of Construction.  Unless otherwise
specified, the following rules shall be applied in construing the provisions of
this Assignment:


 


(i)            Terms that imply
gender shall be construed to imply all genders.


 


(ii)           References to Sections
refer to the numbered Sections of this Assignment.


 


11

















 


(iii)          Headings to the various
Sections of this Assignment are included solely for purposes of reference and
shall be ignored in construing the provisions of this Assignment.


 


(iv)          “Herein”, “hereto”,
“hereof” and words of similar import refer to this Assignment.


 


(v)           The word “including”
connotes “including without limitation”.


 


(vi)          Any reference to any law
or regulation refers to that law or regulation as amended from time to time
after the date of this Assignment and to the corresponding provision of any
successor law or regulation.


 


(vii)         Any reference to any
agreement or other document in this Assignment refers to that agreement or other
document as amended from time to time after the date of this Assignment.


 


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


 


(h)           Assignment.  Neither
this Assignment nor any of the rights or duties hereunder may be assigned by
Grantor or Agent except as permitted under the Credit Agreement.


 


(i)            Agent
in Possession.  This Assignment
itself (notwithstanding the occurrence and continuance of an Event of Default),
without further action on the part of Agent, shall not operate to constitute
Agent or any Lender as a member or substitute member of Fast Forward, as a
mortgagee in possession of Fast Forward’s real or personal property, or to
place responsibility for the control, care, management or repair of any
improvements thereon upon Agent or any Lender, nor shall it operate to make
Agent or any Lender responsible or liable for any waste committed with respect to
such property by any party, or for any hazardous material placed upon or found
at the property, or for any dangerous or defective condition or operation of
any such property or improvements or for any strict liability or liability for
negligence in the management, upkeep, repair, control, operation or other use
of any property or improvements resulting in loss, injury, death or damage to
any contractor, subcontractor, licensee, invitee, employee or other party, or
for any other thing or matter whatsoever, including, without limitation, any
obligation of Grantor as a member of Fast Forward or otherwise under the
Operating Agreement, until such time that Agent elects, in accordance with the
terms hereof, to become as a substitute member of Fast Forward, or otherwise
assumes the obligations of Grantor thereunder and then only as the same might
properly result under law and only to matters thereafter arising.


 


(j)            Further
Acts and Documents.  Grantor agrees
to execute and deliver such further instruments and to do such further acts and
things as may be reasonably necessary or desirable to perfect the Liens granted
pursuant to the terms of this Assignment.


 


12

















 


(k)           Enforcement.  This Assignment may be enforced in accordance
with law from time to time by Agent, in its discretion, with or without order
of any court, as Agent shall determine in its sole discretion.  Any failure on the part of Agent to promptly
exercise any option hereby given or reserved shall not prevent the exercise of
any such option at any time thereafter. Agent may pursue and enforce any remedy
or remedies accorded it hereunder independently or, in conjunction or
concurrently with, or subsequent to its pursuing enforcement of, any remedy or
remedies that it may have under the Loan Documents.


 


(l)            No
Agency with respect to Grantor.  
Nothing herein shall be construed as constituting Agent as an agent,
partner or member of Grantor unless Agent elects in accordance with the terms
hereof, to become as a substitute member of Fast Forward, or otherwise, in a
writing signed by Agent, specifically assumes the obligations of Grantor as
member of Fast Forward.


 


(m)          Counterparts.  This Assignment 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 Assignment by signing
such counterpart.


 


(n)           No
Waiver.  No delay or failure on the
part of Agent in exercising any right, remedy, power or privilege hereunder
shall operate as a waiver thereof or of any other right, remedy, power or
privilege of Agent hereunder or under the Loan Documents, now or hereafter
evidencing the credit extended thereunder; nor shall any single or partial
exercise of any such right, remedy, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights and remedies of Agent under this Assignment are
cumulative and not exclusive of any rights or remedies which Agent might
otherwise have.


 


Section 18.             Consent
To Jurisdiction.  Grantor hereby irrevocably submits to the
non-exclusive jurisdiction of any United States federal or Ohio state court
sitting in Columbus, Ohio in any action or proceeding arising out of this Assignment
and Grantor 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 Agent to bring proceedings against Grantor in the
courts of any other jurisdiction.  Any
judicial proceeding by Grantor against Agent, or any affiliate of Agent,
involving, directly or indirectly, any matter in any way arising out of,
related to, or connected with this Assignment shall be brought only in a court
in Columbus, Ohio.


 


Section
19.             WAIVER OF JURY TRIAL. GRANTOR AND 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 ASSIGNMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER.


 


The Parties have caused this Assignment to be executed
and delivered effective as of the date first written above.


 


13

















 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  
	
   

  	
  AIRNET SYSTEMS, 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

  
								



 


14

















 


Notice of Pledge


 


TO:  
[                                                                ]


 


[                                                                          ]


                                                                            


                                                                            


 


RE:  Pledge of Membership
Interest of Fast Forward Solutions, LLC (the “Company”)


 


Gentlemen:


 


You are hereby
notified that the undersigned has pledged all of its membership interests owned
by it on the books and records of the Company to The Huntington National Bank,
a national banking association (“Agent”), for itself and as agent for the
lenders (the “Lenders”) from time to time party to that certain Amended and
Restated Credit Agreement dated May 28, 2004, by and among Agent, AirNet
Systems, Inc., an Ohio corporation (“Grantor”) and said Lenders (as the same
may be amended, modified, supplemented, extended, restated or replaced from
time to time, the “Credit Agreement”), pursuant to the terms and conditions of
that certain Security Agreement, Pledge and Assignment of Membership Interests
executed by the undersigned in favor of Agent, dated as of May 28, 2004.


 


Please deem any
instructions by Agent which you receive regarding the exercise of any rights
with respect to the shares as if such instructions were made by the undersigned
to you, until further instruction from Agent.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  AirNet Systems, Inc.,

  an Ohio corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  
				



 

















 


EXHIBIT “A”


 


Percentage of Membership
Interests 


in Fast Forward
Solutions, LLC


 


 


AirNet Systems,
Inc.,  — 100%


an Ohio corporation