**Exhibit4.5**

 

**AIRNET SYSTEMS, INC.**

**Business Purpose Promissory Note**

 

LoanNumber: **1000119641**

 
| Amount **$5,000,000.00** |   | Date: **June 30, 2004** |
|--------------------------|--------|------------------------------|

 

**This Note is executed together with the Loan and Security Agreementdated as of June 30, 2004 (the “Loan Agreement”) and is executed at**Columbus**,**Ohio**.**

| (City) | (State) |
|--------|---------|

 

For value received, receipt of which is herebyacknowledged, the undersigned****(“Borrower”)promises to pay to the order of BANC ONE LEASING CORPORATION (“Lender”) at itsprincipal office or at such other place as Lender may designate from time totime in lawful money of the United States of America, the principal sum of **Five Million and 00/100ths Dollars ($5,000,000.00)**,or such lesser portion thereof as may have from time to time been disbursed to,or for the benefit of Borrower, and as remains unpaid pursuant to the books orrecords of Lender, together with interest at the Interest Rate set forth belowon the unpaid balance of principal advanced from the date(s) of disbursementuntil paid in full as set forth below. Principal sums(s) disbursed and repaid will not be available forredisbursement.  Interest shall becalculated on a 360 day year basis with each month consisting of 30 days.

 

Interest Rate: **Six andSeventy Hundredths percent (6.70%) per annum**.

 

1.  The term of this Note consists of the InterimTerm plus the Base Term.  The InterimTerm begins on the Acceptance Date and continues up to the Commencement Date ofthe Base Term.  The Acceptance Date isthe date that Lender accepts this Note by initially disbursing principalhereunder.  If the Acceptance Date is onor after the first (1st) day of the month and up to the fifteenth (15th) day ofthe month, then the Commencement Date shall be the fifteenth (15th) day of suchmonth; and if the Acceptance Date is on or after the sixteenth (16th) day ofthe month and up to the last day of the month, then the Commencement Date shallbe first (1st) day of the month following the Acceptance Date.  The Base Term begins on the Commencement Dateand continues for the number of months after the Commencement Date as stated inSection 3 below.

 

2.  If theAcceptance Date is before the Commencement Date, then on the Commencement Dateof the Base Term, Borrower shall pay one installment of interest only basedupon the number of days in the Interim Term.

 

3.  During theBase Term, Borrower shall pay installments of principal and interest in theamounts and on the dates stated below:

 

(a)  Base Term:**84 months**

 

(b)  Amount ofeach installment payment due during the Base Term (includes principal andinterest):

 

**83 Monthly Payments @ $51,324.29**

**  1Monthly Payment  @ $2,551,324.29**

 

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

 

4.  On orbefore the date of this Note, Borrower shall pay a set-up/filing fee in theamount of **$0.00**.

 

5.  Payments shall be allocated betweenprincipal, interest and fees, if any, in the discretion of Lender.  Except as provided in the Prepayment andSubstitution Addendum, Borrower may not prepay the principal sum.  Borrower’s obligation to pay all installmentpayments and all other amounts payable

 

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underthis Note is absolute and unconditional under any and all circumstances andshall not be affected by any circumstances of any character including, withoutlimitation,  (a) any setoff, claim,counterclaim, defense or reduction which Borrower may have at any time againstLender or any other party for any reason, or (b) any defect in the condition,design or operation of, any lack of fitness for use of, any damage to or lossof, or any lack of maintenance or service for any of the Equipment (as definedin the Loan Agreement).

 

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

 

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

 
| **JETRIDE, INC.**      | /s/ John Gordon                         |   |
|------------------------|-----------------------------------------|--------|
| (“Borrower”) | Witness as to Borrower’s signature |
|                   |                                    |
| By:                    | /s/ Gary W. Qualmann                    |   |   |
|                   |                                    |
| Title:                 | CFO                                     |   |   |
|                        |                                         |        |  |  |  |  |

 

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