**Exhibit4.6**

 

 
| **** | **C#: 44097  L#: 44098  Ls#: 8800021447** |
|------|-------------------------------------------|

 

**Amendment No. 01**

**To Security Agreement**

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THIS AMENDMENT dated asof May 10, 2002 amends that certain Security Agreement dated as of January   , 2002 (the “Agreement”) between **Key Equipment Finance, a Division of KeyCorporate Capital****Inc.,** as lender, and AIRNET SYSTEMS, INC.,as Borrower.  Unless otherwise specified herein, all capitalized terms shallhave the meanings ascribed to them in the Agreement.

 

BORROWER’S FINANCIAL COVENANTS. Borrower herebycovenants with Lender as follows:

 

1.                                       **Minimum NetWorth:** permit or suffer the Consolidated Net Worth of the Companyand its subsidiaries at any time to be less than the sum of $73,338,000, plus50% of the Consolidated net income of the Company and its subsidiaries,commencing with the fiscal year end ending December 31, 2001, and to accumulateon an on-going basis throughout the term of the Note, provided that, if suchincome is negative in any fiscal year of the Company, the amount added for suchfiscal year shall be zero and such amount shall not reduce the amount addedpursuant to any other fiscal year.

 

2.                                       **Funded DebtRatio:** its Funded Debt Ratio shall not exceed 2.50 to1.00 at anytime.

 

3.                                       **Cash FlowCoverage Ratio:** its Cash Flow Coverage Ratio shall not be less than1.2 to 1.00, as measured on a quarterly basis.

 

4.

**Definitions:**

 

a)                                     “**Consolidated**”shall mean, when used in reference to any financial term in this Agreement, theaggregate for two or more Persons of the amounts signified by such term for allsuch Persons determined on a consolidated basis in accordance with generallyaccepted accounting principles.

 

b)                                    **“Cash FlowCoverage Ratio”** shall mean as of the last day of any fiscal quarterof the Company and determined for the Company and its subsidiaries on aConsolidated basis, the ratio of (a) EBITDA plus the amount of rent paid underoperating leases, and minus the amount of capital expenditures which are notfinanced by long term debt, in each case for the four consecutive fiscalquarter period then ending, to (b) Interest Expense, plus the amount of rentpaid under operating leases, in each case as calculated for the four fiscalquarters then ending, and plus the current portion of Funded Debt as of thelast day of such fiscal quarter.  .

 

c)                                     “**EBITDA**”shall mean,, for any period, net income for such period plus all amountsdeducted in determining such net income on account of (a) Interest expense, (b)income taxes , and (c) depreciation and amortization expense..

 

d)                                    **“Funded DebtRatio”** shall mean, as of any date, the ratio of (a) Funded Debt asof such date to (b) EBITDA, as calculated for the four consecutive fiscalquarters of the Company most recently ended.

 

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e)**                                     “FundedDebt”**as of any date, shall mean: (a) all debt for borrowed money andsimilar monetary obligations evidenced by bonds, notes, debenutures, capitalleease obligations or otherwise, including with out limitation obligations inrespect of deferred purchase price of properties or assets, in each casewhether direct or indirect; (b) all liabilities secured by any lien existing onproperty owned or acquired subject thereto, whether or not the liabilitysecured thereby shall have been assumed; (c) all reimbursements obligationsunder outstanding letters of credit in respect of drafts which (i) may bepresented or (ii) have been presented and have not yet been paid, and (d) allcontingent liabilities relating to any obligations or others similar incharacter to those described in the foregoing clauses (a) through (c), all asdetermined for the Company and its subsidiaries on a Consolidated basis.

 

f)                                       **“InterestExpense”**shall mean for any period, total interest and relatedexpense (including , without limitation, that portion of any capitalized leaseobligation attributable to interest expense in conformity with GAAP,amortization of debt discount, all capitalized interest, the interest portionof any deferred payment obligations , all commissions, discounts and other feesand charges owed with respect to letter of credit and bankers acceptancefinancing, the net costs and net payments under any interest rate hedging, capor similar agreement or arrangement, prepayment charges, agency fees,administrative fees, commitment fees and capitalized transaction costsallocated to interest expense) paid, payable or accrued during such period,without duplication of any period, with respect to all its subsidiaries on aConsolidated basis.

 

g)                                    **“Net Worth”**of any Person shall mean, as of any date, the amount of capital stock, paid incapital and similar equity accounts plus (or minus in the case of a deficit)the capital surplus and retained earnings of such Person and the amount of anyforeign currency translation adjustment account shown as a capital account ofsuch Person.

 

h)                                    **“Person”**shall include an individual, a corporation, an association, a partnership, atrust or estate, a joint stock company, an unincorporated organization, a jointventure, a trade or business (whether or not incorporated), a government(foreign or domestic) and any agency or political subdivision thereof, or anyother entity.

 

5.                                       Compliance. Borrower shall, within ninety (90) days of the end of each fiscal yearend, and within forty five (45) days of each quarter end of Borrower, provideLender with a certificate (a “Compliance Certificate”) representing thatBorrower is in full compliance with the foregoing financial covenants andsetting forth the calculations used by Borrower to reach its conclusion. TheCompliance Certificate shall be signed by Borrower’s chief financial officeror, if Borrower does not have a chief financial officer, such other officer oremployee of Borrower who performs the duties typically undertaken by a chieffinancial officer.

 

**EXCEPT AS EXPRESSLY MODIFIED HEREBY,ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN INFULL FORCE AND EFFECT AND ARE IN ALL RESPECTS HEREBY RATIFIED AND AFFIRMED.**

 

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IN WITNESS WHEREOF, Lender andBorrower have executed this Amendment as of the date first written above.

 
| **Lender:**                                                      | **Borrower:**         |
|------------------------------------------------------------------|-----------------------|
|                                                             |                  |
| Key  Equipment Finance, a Division of Key Corporate Capital Inc. | AIRNET  SYSTEMS, INC. |
|                                                             |                  |
|                                                             |                  |
|                                                             | ***X***               |   |   |
| By:                                                              |                  |   | Name: |
| Name:                                                            | Title:                |
| Title:                                                           |                  |
|                                                                  |                       |  |  |  |  |

 

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