**Exhibit 4.1**

 

 
| **** | **C#: 44097  L#: 44098  Ls#: 8800021448** |
|------|-------------------------------------------|

 

**PromissoryNote**
|   |
|--------|

 
| $1,248,530.00 | Funding  Date:                                            , |  (*Year*) |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|

 

**FORVALUE RECEIVED**, AIRNET SYSTEMS, INC., an Ohiocorporation ("Maker"), promises to pay to the order of **KeyEquipment Finance, a Division of Key Corporate Capital Inc.,**("Holder"), the sum of $1,248,530.00 in lawful money of the UnitedStates of America (the "Principal"), with interest thereon ashereafter provided ("Interest"), to be paid in the manner set forthherein. This Note is executed pursuant to that certain security agreement (the"Security Agreement") dated as of January       , 2002 between Maker and Holder.Capitalized terms used herein without definition shall have the meaning giventhem in the Security Agreement.

 

**1.             Interest Rate; Place of Payment**.  Interest on the balance of the Principaloutstanding on this Note shall accrue from the Funding Date of this Note andshall be due and payable at a fixed rate of five and seventy seven hundredthspercent (5.77%) per annum (the "Interest Rate").  Interest shall be calculated on the basis ofa 360-day year consisting of twelve 30-day months.  Payment of the Principal and Interest hereunder shall be made toHolder at 66 South Pearl Street, Post Office Box 1865, Albany, NY 12207-1865,or at such other place as Holder may designate from time to time in writing.Holder reserves the right to require payment on this Note to be made by wiredfederal funds or other immediately available funds.

 

**2.             Repayment Terms**. ThePrincipal and Interest shall be due and payable in sixty (60) consecutivemonthly installments payable in arrears, each in an amount equal to $24,004.28commencing and payable on the same date which is one month after the FundingDate and on the same day of each month thereafter. In addition, Maker will paya late payment charge of five percent (5%) of any payment due hereunder that isnot paid on or before the date due hereunder.

 

**3.             Security**. Payment ofthe Principal and Interest hereunder, and the performance and observance byMaker of all agreements, covenants and provisions contained herein, is securedby a first priority security interest in the Collateral.

 

**4.             Prepayment**. Except ascontemplated by clause (3) of section 10 of the Security Agreement, Maker maynot prepay, in whole or in part, the principal outstanding hereunder; provided,however, that commencing on the date following the twelve monthanniversary of the Funding Date, Maker may prepay, in whole but not in part,the principal outstanding hereunder by paying to Holder such outstandingprincipal, together with all accrued and unpaid interest thereon, plus aprepayment premium ("Prepayment Premium") equal to a percentage ofthe outstanding principal calculated as follows: 

 
| **Months** |   | **Prepayment  Premium**  |   |
|------------|--------|--------------------------|--------|
|       |   |                     |   |
| 1-12       |   | No  prepayment permitted |   |
| 13-24      |   | 3                        | %      |
| 25-36      |   | 2                        | %      |
| 37-48      |   | 1                        | %      |
| 49-60      |   | 1                        | %      |

 

**5.             Transfer or Assignment**.  Holder may at any time assign or otherwisetransfer or negotiate this Note in whole or in part, without any notice to Maker.  The rights and obligations of Maker may notbe assigned or delegated.

 

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**6.             Application of Payments**.  Prior to an Event of Default, each paymentreceived on this Note shall be applied first to all costs of collection, thento unpaid late payment charges (if any) and Prepayment Premium (if any)hereunder, then to Interest as of the payment due date and the balance, if any,to the outstanding Principal as of the date received.  Upon the occurrence, and during the continuance, of an Event ofDefault, any payments in respect of the Secured Obligations and any proceeds ofthe Collateral when received by Holder in cash or its equivalent, will beapplied first to costs of collection and, thereafter, in reduction of theSecured Obligations in such order and manner as Holder may direct in its solediscretion, and Maker irrevocably waives the right to direct the application ofsuch payments and proceeds and acknowledges and agrees that Holder shall havethe continuing and exclusive right to apply any and all such payments andproceeds in the Holder's sole discretion, notwithstanding any entry to thecontrary upon any of its books and records.

 

**7.             Events of Default**.  (a) Maker shall be in default if any of the following happens  (an "Event of Default"): (1) Makerfails to make any installment of the Principal or Interest, or any otherpayment due and owing, under this Note within ten (10) days after the samebecomes due and payable; or (2) Maker fails to perform any other obligationrequired to be performed by Maker under this Note, the Security Agreement or any of the other Loan Documents forthirty (30) days after written notice from Holder of such failure; or (3) anyrepresentation, warranty or other statement by or on behalf of Maker inconnection with this  Note is false ormisleading in any material respect; or (4) an Event of Default has occurred andis continuing under the Security Agreement.

(b)Notwithstanding anything to the contrary contained herein, upon the occurrenceof an Event of Default, Holder may declare the entire outstanding balance ofthe Principal, together with all accrued and unpaid Interest thereon,immediately due and payable without notice or demand which amounts shall,together with all other sums due hereunder, accrue interest from suchacceleration until the date of actual payment at the Default Rate (provided,however, that should there occur an Event of Default, and if a voluntary orinvoluntary petition under the United States Bankruptcy Code is filed by oragainst Maker while such default remains uncured, the entire outstandingbalance of the Principal automatically shall be accelerated and due and payablewith interest thereon at the Default Rate), and Holder may exercise any and allof its remedies hereunder, under the other Loan Documents and under ApplicableLaw. The remedies of Holder provided herein, in the Security Agreement andunder Applicable Law shall be cumulative and concurrent and may be pursuedsingly, successively or concurrently at the sole discretion of Holder and maybe exercised as often as occasion therefor shall occur.  The failure to exercise, or any delay in theexercise of, any right or remedy shall in no event be construed as a waiver,release or exhaustion of any such remedies.

 

**8.             Collection Costs**.  In addition to the Principal, Interest,Prepayment Premium (if any), and late payment charges (if any), Maker shall payHolder on demand, and Holder shall be entitled to collect all costs andexpenses of collection, including, without limitation, reasonable attorneys'fees, incurred in connection with enforcement of its rights and remedieshereunder and under the other Loan Documents, the protection or realization ofthe Collateral or in connection with Holder's collection efforts, or inconnection with any bankruptcy or other judicial proceeding, whether or notsuit on this Note or any foreclosure proceeding is filed.  All such costs and expenses shall be payableon demand and, until paid, shall be Secured Obligations secured by the securityinterest granted under the Security Agreement and all other collateral, if any,held by Holder as security for Maker's obligations under this Note.

 

**9.             Governing Law; Binding Agreement**. Theprovisions of this Note shall be binding upon, and shall inure to the benefitof, the parties hereto and their respective successors and assigns. **THIS NOTE IS BEING DELIVERED IN THE STATE OF NEW YORK ANDSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCEWITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PROVISION ORRULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULDCAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OFNEW YORK.**

 

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**10.          More than One Signer**.  If more than one person or entity signs thisNote as a Maker, the obligations contained herein shall be deemed joint andseveral and all references to "Maker" shall apply both jointly andseverally.

 

**11.          General**. Maker represents and warrants that this Note evidences a loan forbusiness or commercial purposes.  Priorto signing this Note, Maker read and understood the provisions hereof, andagrees to all terms and conditions contained herein.

 

**12.          Waiver**. **MAKERAND ALL ENDORSERS, SURETIES, AND GUARANTORS HEREOF HEREBY JOINTLY AND SEVERALLYWAIVE PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NON-PAYMENT OR DISHONOR,NOTICE OF INTENTION TO ACCELERATE THE MATURITY, NOTICE OF PROTEST AND PROTESTOF THIS NOTE. HOLDER AND MAKER HEREBY EACHWAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTIONBASED UPON OR ARISING OUT OF OR RELATED TO THIS NOTE, THE OTHER LOAN DOCUMENTSOR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION OR PROCEEDINGTO WHICH HOLDER OR MAKER MAY BE PARTIES, WHETHER WITH RESPECT TO CONTRACTCLAIMS, TORT CLAIMS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY ACTION,COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGETHE VALIDITY OR ENFORCEABILITY, OF THIS NOTE OR THE OTHER LOAN DOCUMENTS OR ANYPROVISION HEREOF OR THEREOF.  THISWAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY HOLDER AND THE MAKER WHOEACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TOINDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITSEFFECT.  THIS WAIVER SHALL APPLY TO ANYSUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE ANDTHE OTHER LOAN DOCUMENTS.**

 

**13.          Usury; Partial Invalidity**.  (a) At no time shall the Interest Rate (or the Default Rate or other amountspaid or collected hereunder) exceed the highest rate allowed by applicable lawfor this type of loan.  Should Holderever collect interest at a rate that exceeds such applicable legal limit, suchexcess will be credited to the Principal. 

(b)Whenever possible, each provision of this Note shall be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Note shall be prohibited by or invalid under the laws of any applicablejurisdiction, such provision, as to such jurisdiction, shall be ineffective tothe extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Note in anyother jurisdiction.

 

**14.          Notices**. All notices and other communications under this Note shall be in writingand shall be addressed: (a) if to Maker, 3939 INTERNATIONAL GATEWAY, COLUMBUS,OH 43219; and (b) if to Holder, Key Equipment Finance, a Division of KeyCorporate Capital Inc., 66 South Pearl Street, Post Office Box 1865, Albany, NY12207-1865, Attention: Account Manager, or such other address as either partyhereto shall communicate to the other party at its address specifiedabove.  All such notices and othercommunications shall be deemed to have been duly given if delivered by hand,overnight courier or if sent by certified mail, return receipt requested, tothe party to whom such notice is intended to be given, and shall be effectiveupon receipt.

 

**15.          Funding Date**.  The Funding Date for this Note shall be thedate on which Holder disburses funds hereunder. **TO THE EXTENT THE FUNDING DATE IS LEFTBLANK ABOVE, OR DOES NOT REFLECT THE ACTUAL DATE THAT HOLDER DISBURSES FUNDSHEREUNDER, MAKER HEREBY AUTHORIZES HOLDER TO WRITE IN THE CORRECT DATE AT THETIME OF DISBURSEMENT.**

 

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**INWITNESS WHEREOF**, Maker, intending to be legally bound,has caused this Note to be duly executed on the day and year first abovewritten. 

 

**MAKER:**

 
| AIRNET  SYSTEMS, INC. |
|-----------------------|
|                  |
| ***X***               |   |   |
| Name:                 |
| Title:                |

 

 
| STATE  OF  | )       |
|------------|---------|
|       | )  ss.: |
| COUNTY  OF | )       |

 

                On this          (*D**ay*)dayof                                                    (*Month*),                  (*Year*),before me the subscriber personally appeared                                                                                                 ,who being by me duly sworn, did depose and say; that (s)he residesat                               County,Stateof                                      :that (s)he isa                                                                         of                                ,the corporation described in and which executed the foregoing instrument; andthat (s)he signed his/her name thereto by order of the Board of Directors ofsaid corporation.

 
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| NOTARY  PUBLIC |   |

 

MyCommission Expires:

 

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