EXHIBIT 4.43
REPLACEMENT REVOLVING LOAN
NOTE
March 24, 2005
$11,250,000
AirNet Systems, Inc., an Ohio
corporation (the “Borrower”), promises to pay to the
order of Bank One, N.A. (the “Lender”) the principal
sum of $11,250,000, or such lesser amount as shall equal the unpaid
principal amount of each Revolving Loan made by the Lender to the
Borrower pursuant to Article II of the Agreement (as
hereinafter defined), in immediately available funds at the main
office of The Huntington National Bank in Columbus, Ohio, as
Administrative Agent, together with interest thereon at the rate or
rates set forth in the Agreement. The Borrower shall pay the
principal of and accrued and unpaid interest on such Revolving
Loans as set forth in the Agreement.
The Lender shall, and is hereby
authorized to, record by entries made by the Lender into its
electronic data processing system and/or internal memoranda
maintained by the Lender, or to otherwise record in accordance with
its usual practice, the date and amount of each such Revolving Loan
and the date and amount of each principal and interest payment
hereunder. The Borrower agrees that the sum or sums shown on
such schedule, the most recent printout from the Lender’s
electronic data processing system and/or such memoranda shall be
rebuttably presumptive evidence of the amount of the outstanding
principal, interest or any other amount due under this Note;
provided, however , that the failure of the Lender to make
any such entry(s) shall not affect the obligation of the Borrower
to repay outstanding principal, interest or any other amount due
under this Note in accordance with the terms hereof.
This Note is one of the Notes issued
pursuant to, and is entitled to the benefits of, the Amended and
Restated Credit Agreement dated as of May 28, 2004, as amended
by that certain Change in Terms Agreement dated November 12,
2004, by that certain Second Change in Terms Agreement, dated of
even date herewith (the “Second Change in TermsR
