EXHIBIT 4.39


 


SECOND CHANGE IN TERMS AGREEMENT


 


THIS
SECOND CHANGE IN TERMS AGREEMENT (this “Change in Terms”), is made and entered
into effective as March 24, 2005, by and between AirNet Systems, Inc.,
an Ohio corporation (“Borrower”) and The Huntington National Bank, a national
banking association, with a banking office at 41 South High Street, Columbus,
Ohio 43215, in its capacity as administrative agent (“Agent”) for and on behalf
of the Lenders from time to time party to the Credit Agreement described below.
Each capitalized term used but not otherwise defined herein shall have the
meaning ascribed to it in the Credit Agreement.


 


BACKGROUND
INFORMATION


 


A.           Pursuant
to the Amended and Restated Credit Agreement dated as of May 28, 2004 (as
amended by the First Change in Terms and as the same may be further amended,
modified, supplemented, extended, restated or replaced from time to time, the “Credit
Agreement”) among Borrower, the Lenders, and the Agent, the Lenders agreed to
provide certain credit facilities to the Borrower (collectively, the “Loans”).  Each capitalized term used but not otherwise
defined herein shall have the meaning ascribed thereto in the Credit Agreement.


 


B.                                     Borrower, and Agent entered into a certain
Change in Terms Agreement dated November 12, 2004, pursuant to which
certain terms and provisions of the Credit Agreement were modified (the “First
Change in Terms”).


 


C.                                     Borrower has requested that Agent release
certain of the “Collateral,” as such term is defined in Mortgage, Security Agreement
and Assignment given by Borrower to Agent dated May 28, 2004 (the “Mortgage”),
in consideration of Borrower’s prepayment in full of the Term Loans outstanding
on the date hereof, together with interest and all other sums due on and in
connection with the Term Loans.  Agent
has agreed to do so on certain conditions, including, without limitation, that
concurrently with said prepayment, each of the Lenders and Borrower enter into
this Change in Terms.


 


AGREEMENT


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, Agent and Borrower hereby agree as follows and further agree that each
of the transactions required and contemplated hereby shall be deemed
consummated simultaneously on the date hereof:


 


1.                                       Change in Terms.  The
Credit Agreement, and, to the extent applicable, the other Loan Documents, are
hereby modified to provide as follows:


 


a.                                       Term Loans.


 


(i)            Borrower
agrees to prepay in full of the Term Loans and all principal, interest, fees
and other sums owing under or with respect to the Term Loans on the
date hereof, and Agent agrees to accept such prepayment and to apply the same
to the full satisfaction of the Term Loans.


 


(ii)           The
terms and provisions applicable to the Term Loans and Term Commitment, as set forth
in the Credit Agreement and the other Loan Documents, as applicable, shall
(except to the extent the Credit Agreement or the other Loan Documents
explicitly provide for the survival of said terms and provisions after
repayment of the Term Loans) be inapplicable and of no further force or effect
as of and from the date hereof.


 


b.                                      Revolving Loans.


 


(i)            On
the date hereof, Borrower shall cause JPMorgan Chase Bank, N.A., successor by
merger to Bank One, N.A. (Columbus Office) (“Bank One”) and HNB to purchase all
of the right, title and interest of Fifth Third Bank (“Fifth Third”) in the
Revolving Loan and the Revolving Commitment and all of


 





















 


Fifth
Third’s Outstanding Revolving Credit Exposure, and shall further cause Fifth
Third to accept the same.  Said purchase
shall be on a pro rata basis, with Bank One paying to Fifth Third the amount of
$2,011,624.04 and HNB paying to Fifth Third the amount of $3,352,687.07.  As a result, HNB and Bank One shall
constitute the only Revolving Lenders as of and from the date hereof.


 


(ii)           In
connection with said purchase, Borrower shall cause Fifth Third to execute and
deliver in favor of each of Bank One and HNB, an Assignment Agreement in the
form set forth as Exhibit C to the Credit Agreement and any requirement
that a Notice of Assignment or any other requirement under the Credit Agreement
or otherwise be satisfied in order for the assignment made pursuant to each
such Assignment Agreement to be effective is hereby waived.


 


(iii)          Upon
the payment of the Term Loans and the purchase by Bank One and HNB of Fifth
Third’s interests in the Revolving Loans as described above, (A) the
Aggregate Revolving Commitment shall be automatically reduced to $30,000,000,
without any further any provision contained in the Credit Agreement requiring
notice or other action in order to effectuate said reduction is hereby waived, (B) HNB’s
Revolving Commitment shall be $18,750,000, (C) Bank One’s Revolving
Commitment shall be $11,250,000, (D) the amounts set forth on the
signature pages to the Credit Agreement shall be replaced with the
foregoing amounts, and (E) the Revolving Commitment shall be extended and
the term “Facility Termination Date,” as set forth in Section 1.1
of the Credit Agreement, shall be revised and replaced in its entirety by the
following:


 


“Facility
Termination Date” means October 15, 2006, or any earlier date on which
the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to
the terms hereof.”


 


(iv)          Upon
completion of the Rickenbacker Facility and the refinance of all or any portion
of the costs associated therewith with a lender other than the Lenders, the
Aggregate Commitment shall be further reduced, on a pro rata basis, to
$25,000,000.00.


 


c.                                       Permitted Indebtedness.


 


(i)            Agent
hereby consents to the financing to be provided on the date hereof by CIT Group
to Borrower in the maximum principal amount of $11,000,000.00 (the “CIT Loan”),
provided that the proceeds of the CIT Loan shall be disbursed directly to
Agent, for the benefit of Borrower, for application to the prepayment of the
Term Loans as contemplated hereby, and, provided further, that the CIT Loan
shall be secured only by the assets listed on Schedule 1(c) hereto
(the “CIT Collateral”).  Notwithstanding
anything contained in the Credit Agreement or the other Loan Documents to the
contrary including, without limitation, Sections 6.11 and 6.15 of the Credit
Agreement, neither Borrower’s acceptance of the CIT Loan nor the grant by
Borrower of a first position security interest in the CIT Collateral, shall
constitute a breach, Default or Unmatured Default under the Credit Agreement or
the other Loan Documents.


 


(ii)           Agent
hereby agrees to execute and deliver to Borrower, or to an escrow agent
selected by Borrower, Agent and CIT Group, a Partial Release dated of even date
herewith, pursuant to which Agent shall release all of its right, title and
interest in and to the CIT Collateral (“Partial Release”).


 


(iii)          Subpart
(iv) of Section 6.11 of the Credit Agreement is hereby revised and
replaced in its entirety by the following:


 


“(iv)        Consolidated
Indebtedness, calculated for the Borrower and/or its Subsidiaries without
duplication, not exceeding (1) $32,500,000.00 in the aggregate incurred at
any time during fiscal year 2004, and (2) an incremental $10,000,000.00 in
the aggregate incurred at any time after January 1, 2005; provided, that
all of such Consolidated Indebtedness is incurred for the sole purpose of
purchasing, leasing or other financings, including time shares, with respect to
aircraft and related tangible fixed assets in fiscal years 2004, 2005 and/or
2006, or refinancing the same in fiscal year 2004, it being


 





















 


understood and agreed that if (a) such
covenants, defaults, and other terms and conditions shall include any financial
covenants with respect to Borrower or any of its Subsidiaries, and (b) any
security interest shall be granted in connection with such Consolidated
Indebtedness (as permitted pursuant to Section 6.15), then the bank,
financial institution or other creditor to which such Consolidated Indebtedness
is owing shall have entered into an Inter-Creditor Agreement with Agent for the
benefit of the Lenders and in form and substance satisfactory to the Lenders.”


 


d.             Capital Expenditures.        Section 6.16 of the Credit
Agreement is hereby revised and replaced in its entirety by the following:


 


“Section 6.16.        Capital
Expenditures.  The Borrower will not,
and will not permit any of its Subsidiaries to, make, or be committed to make,
Capital Expenditures, on a non-cumulative basis in the aggregate exceeding
$44,000,000.00 for fiscal year 2004, provided, however, that Capital
Expenditures for the construction of Borrower’s Rickenbacker Facility to be
incurred solely in fiscal year 2004 shall be excluded from the calculation of
Capital Expenditures; and $30,000,000.00 annually thereafter, inclusive of,
without limitation, Capital Expenditures for the construction of Borrower’s
Rickenbacker Facility incurred in each such fiscal year thereafter.


 


Notwithstanding the foregoing provisions of this Section 6.16,
the difference (up to $5,000,000.00) between (i) the maximum aggregate
Capital Expenditures permitted in any year, and (ii) the actual aggregate
Capital Expenditures made for such year, shall be permitted as a carry-over in
any subsequent year and shall increase the maximum Capital Expenditures
permitted for any such subsequent year (including any Capital Expenditures
permitted in such subsequent year attributable to the purchase of aircraft).”


 


e.             Financial Covenants.


 


(i)            Section 6.24.1 of the Credit
Agreement is hereby revised and replaced in its entirety by the following:


 


“Section 6.24.1
Fixed Charge Coverage Ratio.  The
Borrower will not permit the Fixed Charge Coverage Ratio (determined as of the
end of each of its fiscal quarters for the then most recently ended four fiscal
quarters), to be less than 1.25 to 1.0 at any time.”


 


(ii)           Section 6.24.3 of the Credit
Agreement is hereby revised and replaced in its entirety by the following:


 


“Section 6.24.3
Minimum Tangible Net Worth. The Borrower will at all times maintain
Consolidated Tangible Net Worth of not less than (i) as of Borrower’s
fiscal year-end 2004, $43,000,000.00, and (ii) as
of the last day of each of Borrower’s fiscal years thereafter, that amount
which is equal to the sum of the minimum Consolidated Tangible Net Worth
required to be maintained by Borrower in accordance with this Section as
of the last day of Borrower’s prior fiscal year, and 50% of Consolidated Net
Income for such prior fiscal year; provided that if such Consolidated Net
Income is negative in any fiscal year, the amount added in the subsequent
fiscal year shall be zero.


 


e.                                       Default.


 


The following Section 7.18 is hereby added to
the Credit Agreement:


 


“Section 7.18.  Failure by Borrower to pay all amounts owing
under or in connection with the CIT Loan as and when due, or the default by
Borrower in the performance of any term, provision or condition contained in
any document,


 





















 


instrument,
security agreement or other agreement evidencing or securing the CIT Loan or
under which the CIT Loan is created or governed, or any other event shall occur
or condition exist, the effect of which is to cause or permit the holder(s) of
the CIT Loan to cause the obligations of the Borrower thereunder to become due
prior to its stated maturity; giving effect, in each such instance to any grace
or cure period applicable under the CIT Loan; provided, however, that this Section 7.18
shall be void and of no further effect at such time as the outstanding
principal balance, together with all interest and other sums owing in
connection therewith, shall be equal to or less than $1,000,000.00.


 


f.                                         Amendments to Loan Documents.    The
following subpart (v) is hereby added to Section 12.13 of the Credit
Agreement:


 


“(v)         Except
as specifically provided herein or in the Security Documents, release all or
any substantial portion of the property which constitutes Collateral under the
Security Documents (substantial portion meaning property having a book value
equal to more than 10% of the book value of the Collateral); provided, however,
that the Agent may, with the consent or at the instruction of the Required
Lenders, release any property which constitutes Collateral under the Security
Documents as long as a first position security interest and/or lien is granted
in favor of Agent, for the ratable benefit of the Lenders, encumbering
additional or replacement property having an equal or greater value and said
additional or replacement property thereafter constitutes Collateral under the
Security Documents.”


 


g.                                      Required Lenders.               The
definition for the term “Required Lenders,” as set forth in Section 1.1 of
the Credit Agreement, is hereby revised and replaced in its entirety by the
following:


 


““Required Lenders”
means, at any time, Lenders in the
aggregate having at least (i) sixty-seven percent (67%) of the Aggregate
Revolving Commitment or, if the Aggregate Revolving Commitment has been
terminated, Lenders in the aggregate holding sixty-seven percent (67%) of the
Aggregate Outstanding Revolving Credit Exposure, provided that if there are
fewer than three Lenders, then one hundred percent (100%) shall be substituted
for sixty-seven percent (67%).”


 


2.             Truth of Representations and
Warranties; No Defaults.  Borrower
hereby represents and warrants that the following are true and correct as of
the date of this Change in Terms:


 


(a)           The
representations and warranties of Borrower and the Guarantors contained in the
Loan Documents to which each is a party are true and correct on and as of the
date of this Change in Terms as if made on and as of such date, unless stated
to relate to a specific earlier date;


 


(b)           No
event or condition exists which constitutes a breach, Default or Unmatured
Default under the Loan Documents;


 


(c)           All
financial information heretofore provided to Agent and/or the Lenders in
connection with the indebtedness made pursuant to the Loan Documents is true,
accurate and complete in all material respects;


 


(d)           Neither
this Change in Terms nor any other document, certificate or written statement
furnished to Agent and/or the Lenders in connection with the indebtedness
evidenced and secured by the Loan Documents contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained herein and therein not misleading;


 


(e)           Borrower
and the Guarantors have full power and authority (i) to execute, deliver
and perform, or to acknowledge and agree to the terms and provisions of, this
Change in Terms, as applicable, and (ii) to incur the obligations provided
for herein, all of which have been duly authorized by all necessary and proper
corporate or limited liability company action, as applicable;


 





















 


(f)            No
consent, waiver or authorization of, or filing with, any person or any governmental
authority is required to be made or obtained by Borrower or the Guarantors in
connection with the borrowings under the Loan Documents, or the execution,
delivery, performance, validity or enforceability of this Change in Terms;


 


(g)           This
Change in Terms and the Loan Documents constitute the legal, valid and binding
obligation of Borrower and the Guarantors enforceable against them in
accordance with the terms hereof and thereof, as applicable; and


 


(h)           The
execution and delivery by Borrower and the Guarantors of this Change in Terms
and the performance by Borrower and the Guarantors of the Loan Documents to
which each is a party, as modified by this Change in Terms: (i) do not and
will not violate any law or regulation; (ii) do not and will not violate any
order, decree or judgment by which Borrower or the Guarantors, as applicable,
are bound; (iii) do not and will not violate or conflict with, result in a
breach of or constitute (with notice, lapse of time, or otherwise) a default
under any material agreement, mortgage, indenture or other contractual
obligation to which Borrower or any of the Guarantors is a party, or by which
Borrower’s or any of the Guarantors’ properties are bound; and (iv) do not
and will not result in the creation or imposition of any lien upon any property
or assets of Borrower or any of the Guarantors.


 


3.             Ratification of Loan Documents.  This Change in Terms constitutes only a
modification of the Credit Agreement and the other Loan Documents and Borrower
hereby acknowledges, ratifies and confirms all of the provisions thereof,
except as herewith expressly modified herein and pursuant to the Partial
Release, including provision for the acceleration of the maturity of the Loans,
and for the enforcement by Agent and/or the Lenders of all remedies any of them
may have according to law.  In addition,
Borrower acknowledges, ratifies and confirms any and all security interests
previously granted in connection with the Loans as continuing in full force and
effect.


 


4.             No Course of Dealing; Waiver.  Borrower expressly acknowledges and agrees
that the execution of this Change in Terms shall not constitute a waiver of,
and shall not preclude the exercise of, any right, power or remedy granted to
Agent and/or the Lenders in the Loan Documents, or as provided by law, except
to the extent expressly provided herein. 
No previous modification, extension or compromise entered into with
respect to any indebtedness of Borrower to Agent and/or the Lenders shall constitute
a course of dealing or be inferred or construed as constituting an express or
implied understanding to enter into any future modification, extension or
compromise, whether or not the same was in writing.  No past, present or future delay on the part
of Agent and/or any Lender in exercising any right, power or remedy shall
operate as a waiver thereof, or otherwise prejudice Agent’s or any Lender’s
rights, powers or remedies.


 


5.             Promise to Pay.  Borrower hereby covenants and promises to pay
to the order of Agent, the unpaid principal balance of the Loans, together with
interest as provided in the Credit Agreement and the other Loan Documents, and
hereby promises to perform all of the covenants, conditions, stipulations and
agreements as contained in the Loan Documents and in any other document or
instrument executed in connection therewith or referencing the same (as
modified by this Change in Terms and the Partial Release).


 


6.             Setoffs, Claims and Defenses.  Borrower hereby certifies that, as of the
date hereof, it has no setoffs, counter-claims or other defenses of any nature
whatsoever to the payment of any part of the obligations owed to Agent and/or
any Lender as of the date of execution of this Change in Terms.


 


7.             Governing Law.  This Change in Terms shall be interpreted and
construed in accordance with and governed by the laws of the State of Ohio
(without respect to conflict of law principles).  Further, the parties hereto intend that this
Change in Terms shall be in compliance with all applicable laws and shall be
enforceable in accordance with its terms. 
If any provision of this Change in Terms shall be illegal or
unenforceable with respect to the Loan Documents, such provision shall be
deemed cancelled to the extent necessary, but the remaining provisions shall
not be affected hereby.


 





















 


8.             Further Assurances.  Borrower and the Guarantors further agree to
execute and deliver any and all further documents and to take any and all other
steps or actions reasonably deemed necessary by Agent to effectuate this Change
in Terms.


 


9.             Affirmation of Other Obligors.  Borrower shall obtain the acknowledgment and
acceptance by each other party obligated in any way with respect to the Loans
or otherwise in connection with the credit extended pursuant to the Credit
Agreement, including, without limitation, the Guarantors and any other
guarantor, co-borrower, pledgor or other accommodation party or party granting
collateral security for the Loans and other obligations under the Loan
Documents and otherwise, that the obligations and agreements of each such party
to the Lenders and/or the Agent under the Loan Documents, as applicable, or
otherwise, shall continue in full force and effect with respect to the
indebtedness evidenced and secured by the Loan Documents, irrespective of any
modification made in this Change in Terms or he Partial Release, which
acknowledgement and acceptance shall be in a writing executed by each such
party and satisfactory to Agent.


 


10.           Acknowledgment by Lenders.  This Change in Terms shall only be effective
upon the acknowledgment, consent and acceptance by the Lenders, which
acknowledgement, consent and acceptance shall be evidenced by execution of this
Change in Terms by the Lenders.


 


11.           Successors and Assigns.  This Change in Terms shall be binding upon
the parties hereto and their respective successors and assigns, and shall inure
to the benefit of Agent and its successors and assigns.


 


12.           Costs and Expenses.  Borrower also agrees to reimburse Agent for
all costs and expenses incurred in the preparation, execution and delivery of
this Change in Terms, including reasonable attorneys’ fees.


 


13.           Titles and Headings.  The titles and headings herein are intended
to promote convenience and are not a part of this Change in Terms for purposes
of interpreting and applying the provisions hereof.


 


14.           Counterparts.  This Change in Terms 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 Change in Terms by
signing any such counterpart.  This
Change in Terms shall be effective when it has been executed by Borrower,
Agent, the Lenders and the Guarantors.


 


15.           WAIVER
OF JURY TRIAL. BORROWER 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 CHANGE IN TERMS OR ANY OF THE LOAN DOCUMENTS OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.


 


16.           Confession of Judgment.  Borrower hereby irrevocably authorizes any
attorney-at-law, including any attorney-at-law employed or retained by Agent to
appear for it in any action on this Change in Terms or any of the Loan
Documents at any time after the same becomes due as herein or therein provided
in any court of record situated in the county where this warrant was signed
(being Franklin County, Ohio), or in the county where Borrower then resides or
can be found, to waive the issuing and service of process, and confess a
judgment in favor of the holder of this Change in Terms and any such Loan
Documents against Borrower, for the amount that may then be due, with interest
at the rate(s) provided for herein, together with the costs of suit, and to
waive and release all errors in said proceedings and the right to appeal from
the judgment rendered.  Borrower consents
to the jurisdiction and venue of such court. 
Borrower waives any conflict of interest that any attorney-at-law
employed or retained by Agent may have in confessing judgment hereunder and
consents to the payment of a legal fee to any attorney-at-law confessing
judgment hereunder.


 


IN
WITNESS WHEREOF, Borrower and Agent have caused this Change in Terms to be
executed effective as of the day and year first above written.


 





















 


	
  BORROWER:

  
	
  AirNet Systems, Inc., an

  
	
  Ohio corporation

  
	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
  Joel E. Biggerstaff,
  President and

  Chief Executive Officer

  



 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
  AGENT:

  
	
  The Huntington National Bank,

  a national banking association, as Agent

  
	
   

  
	
  By:

  	
  /s/
  Steven P. Clemens

  	
   

  
	
  Steven P. Clemens, Vice President

  



 


ACKNOWLEDGMENT
OF LENDERS


 


The
undersigned Lenders hereby acknowledge, consent to, and accept all of the
provisions of the foregoing Change in Terms.


 


 


	
   

  	
  The Huntington National Bank,

  a national banking association

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John M. Luehmann

  	
   

  	
   

  
	
   

  	
   John M. Luehmann, Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, N.A., successor by merger

  to Bank One, N.A. (Main Office Columbus),

  a national banking association

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Warren Bebinger

  	
   

  
	
   

  	
   Warren Bebinger, First Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Fifth Third Bank,

  an Ohio banking corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kristie L. Nicolosi

  	
   

  	
   

  
	
   

  	
   Kristie L. Nicolosi

  	
   

  
	
   

  	
  Its:

  	
  Assistant Vice President

  	
   

  



 





















 


ACKNOWLEDGMENT
OF GUARANTORS


 


The
undersigned Guarantors hereby acknowledge, accept and agree to each of the
provisions of the foregoing Change in Terms and ratify and confirm that all of
the provisions of the Loan Documents to which each such Guarantor is a party,
including, without limitation, the Subsidiary Guaranty, the Fast Forward
Guaranty, the Timexpress Guaranty, as applicable, and the Security Agreements,
and all obligations and liabilities of each such Guarantor in favor of Agent
and/or the Lenders thereunder and otherwise, and all liens, security and other
interests granted thereby, shall continue and remain in full force and effect,
irrespective of any provision of the above Change in Terms, the Partial
Release, or any other or future modification of the Loan Documents or the terms
of the credit extended, evidenced and secured thereby.


 


	
  GUARANTORS:

  
	
   

  
	
  Jetride, Inc., an

  Ohio corporation

  
	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
  Joel E. Biggerstaff,
  President

  



 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
  Float Control, Inc., a

  Michigan corporation

  
	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
  Joel E. Biggerstaff,
  President

  



 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


 


	
  AirNet Management, Inc.,
  an

  Ohio corporation

  
	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
  Joel E. Biggerstaff,
  President

  



 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
  Fast Forward Solutions,
  LLC, an

  Ohio limited liability company

  
	
   

  
	
  By:

  	
  /s/ Wynn Peterson

  	
   

  
	
   

  	
  Wynn Peterson, Vice
  President

  



 





















 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
  timexpress.com, inc. an

  Ohio corporation

  
	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  
	
   

  	
  Joel E. Biggerstaff,
  President

  



 


 


WARNING
– BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE
TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE
USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.