**EXHIBIT 4.22****FOURTH CHANGE IN TERMS AGREEMENT**     THIS FOURTH CHANGE IN TERMS AGREEMENT (this “Change in Terms”), is made and entered intoeffective as of March 28, 2006, by and between AirNet Systems, Inc., an Ohio corporation(“Borrower”) and The Huntington National Bank, a national banking association, with a bankingoffice 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 Agreementdescribed below. Each capitalized term used but not otherwise defined herein shall have the meaningascribed to it in the Credit Agreement.BACKGROUND INFORMATION          A. Pursuant to the Amended and Restated Credit Agreement dated as of May 28, 2004 (asamended by the First Change in Terms, the Second Change in Terms, the Third Change in Terms,and as the same may be further amended, modified, supplemented, extended, restated or replacedfrom time to time, the “Credit Agreement”) among Borrower, the Lenders, and the Agent, theLenders agreed to provide certain credit facilities to the Borrower (collectively, the“Loans”).     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 and Agent entered into a certain Second Change in Terms Agreement dated March 24,2005, pursuant to which certain terms and provisions of the Credit Agreement were further modified(the “Second Change in Terms”).     D. Borrower and Agent entered into a certain Third Change in Terms Agreement dated November21, 2005, pursuant to which Agent waived a Default existing under the Credit Agreement as a resultof Borrower’s failure to maintain certain financial covenants (the “Third Change in Terms”).     E. Borrower has requested that Agent further modify the Credit Agreement, and, acting upon theauthority of the Required Lenders, Agent has agreed to do so on certain conditions, includingwithout limitation, that Borrower enter into this Change in Terms.AGREEMENT     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, Agentand Borrower hereby agree as follows:     1. *Change in Terms*. The Credit Agreement, and, to the extent applicable, the other LoanDocuments, are hereby modified to provide as follows:(a) **Revolving Commitment Amount**. The Aggregate Revolving Commitment ishereby reduced to $25,000,000, and, as a result of the foregoing reduction, (i) theRevolving Commitment of HNB shall hereafter be $15,625,000, (ii) the RevolvingCommitment of JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A. (MainOffice Columbus) shall hereafter be $9,375,000, and (iii) the amounts set forth onthe signature pages to the Credit Agreement shall be replaced with the foregoingamounts.(b) **Revolving Commitment Termination**. The Revolving Commitment is herebyextended for a period of one (1) year, and the term “Facility TerminationDate,” as set forth in Section 1.1 of the Credit Agreement, is hereby revisedand replaced in its entirety by the following:
 

 
“Facility Termination Date” means October 15, 2007,or any earlier date on which the Aggregate Commitment isreduced to zero or otherwise terminated pursuant to theterms hereof.”(c) **Capital Expenditures**. The aggregate sum of Capital Expenditurespermitted under the Credit Agreement is hereby reduced to $20,000,000, and Section6.16 of the Credit Agreement is hereby revised and replaced in its entirety by thefollowing:“Section 6.16. Capital Expenditures. The Borrower will not,and will not permit any of its Subsidiaries to, make, or becommitted to make, Capital Expenditures, on a non-cumulative basisin the aggregate exceeding $30,000,000.00 in fiscal year 2005, or$20,000,000.00 in each fiscal year thereafter.Notwithstanding the foregoing provisions of this Section 6.16, thedifference (up to $5,000,000.00) between (i) the maximum aggregateCapital Expenditures permitted in any fiscal year, and (ii) theactual aggregate Capital Expenditures made for such fiscal year,shall be permitted as a carry-over in any subsequent fiscal year andshall increase the maximum Capital Expenditures permitted for anysuch subsequent fiscal year (including any Capital Expenditurespermitted in such subsequent fiscal year attributable to thepurchase of aircraft).”(d) **Borrowing Base**. The Borrowing Base advance rate for fixed assets ishereby reduced to 50% and the definition of “Borrowing Base,” as set forth inSection 1.1 of the Credit Agreement, is hereby revised and replaced in its entiretyby the following:“*Borrowing Base*” means, at any date, that amount which isequal to the lesser of (a) the Aggregate Revolving Commitment; or(b) the aggregate of (i) 80% of the Eligible Accounts Receivable ofthe Borrower and its Subsidiaries on a consolidated basis, (ii) 50%of the Eligible Inventory of the Borrower and its Subsidiaries on aconsolidated basis, and (iii) 50% of the Market Value of EligibleFixed Assets of the Borrower and its Subsidiaries on a consolidatedbasis.”e. **Pricing Schedule**. The Pricing Schedule contains a typographical error,and the parties agree to hereby correct the same by revising and replacing in itsentirety the definition of “Level V Status,” as set forth on the Pricing Schedule,by the following:“Level V Status” exists at any date if, as of the last day of thefiscal quarter of the Borrower referred to in the most recentFinancials, the Leverage Ratio is less than 2.25 to 1.00.”2. Truth of Representations and Warranties; No Defaults. Borrower hereby representsand 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 theLoan Documents to which each is a party are true and correct on and as of the date of thisChange in Terms as if made on and as of such date, unless stated to relate to a specificearlier date;     (b) No event or condition exists which constitutes a breach, Default or UnmaturedDefault under the Loan Documents;     (c) All financial information heretofore provided to Agent and/or the Lenders inconnection with the indebtedness made pursuant to the Loan Documents is true, accurate andcomplete in all material respects;     (d) Neither this Change in Terms nor any other document, certificate or writtenstatement furnished to Agent and/or the Lenders in connection with the indebtednessevidenced and secured by the Loan Documents contains any untrue statement of a material factor omits to state a material fact necessary in order to make the statements contained hereinand therein not misleading;
 

 
     (e) Borrower and the Guarantors have full power and authority (i) to execute, deliverand perform, or to acknowledge and agree to the terms and provisions of, this Change inTerms, as applicable, and (ii) to incur the obligations provided for herein, all of whichhave been duly authorized by all necessary and proper corporate or limited liability companyaction, as applicable;     (f) No consent, waiver or authorization of, or filing with, any person or anygovernmental authority is required to be made or obtained by Borrower or the Guarantors inconnection 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 bindingobligation of Borrower and the Guarantors enforceable against them in accordance with theterms hereof and thereof, as applicable; and     (h) The execution and delivery by Borrower and the Guarantors of this Change in Termsand the performance by Borrower and the Guarantors of the Loan Documents to which each is aparty, as modified by this Change in Terms: (i) do not and will not violate any law orregulation; (ii) do not and will not violate any order, decree or judgment by which Borroweror the Guarantors, as applicable, are bound; (iii) do not and will not violate or conflictwith, result in a breach of or constitute (with notice, lapse of time, or otherwise) adefault under any material agreement, mortgage, indenture or other contractual obligation towhich Borrower or any of the Guarantors is a party, or by which Borrower’s or any of theGuarantors’ properties are bound; and (iv) do not and will not result in the creation orimposition 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 amodification of the Credit Agreement and the other Loan Documents and Borrower hereby acknowledges,ratifies and confirms all of the provisions thereof, except as herein expressly modified, includingprovision for the acceleration of the maturity of the Loans, and for the enforcement by Agentand/or the Lenders of all remedies any of them may have according to law. In addition, Borroweracknowledges, ratifies and confirms any and all security interests previously granted in connectionwith the Loans as continuing in full force and effect.     4. No Course of Dealing; Waiver. Borrower expressly acknowledges and agrees that theexecution of this Change in Terms shall not constitute a waiver of, and shall not preclude theexercise 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/orthe Lenders shall constitute a course of dealing or be inferred or construed as constituting anexpress 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 Agentand/or any Lender in exercising any right, power or remedy shall operate as a waiver thereof, orotherwise 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 ofAgent, the unpaid principal balance of the Loans, together with interest as provided in the CreditAgreement 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 otherdocument or instrument executed in connection therewith or referencing the same (as modified bythis Change in Terms).     6. Setoffs, Claims and Defenses. Borrower hereby certifies that, as of the datehereof, it has no setoffs, counter-claims or other defenses of any nature whatsoever to the paymentof any part of the obligations owed to Agent and/or any Lender as of the date of execution of thisChange in Terms.     7. Governing Law. This Change in Terms shall be interpreted and construed inaccordance with and governed by the laws of the State of Ohio (without respect to conflict of lawprinciples). Further, the parties hereto intend that this Change in Terms shall be in compliancewith all applicable laws and shall be enforceable in accordance with its terms. If any provisionof 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 theremaining provisions shall not be affected hereby.     8. Further Assurances. Borrower and the Guarantors further agree to execute anddeliver any and all further documents and to take any and all other steps or actions reasonablydeemed necessary by Agent to effectuate this Change in Terms.     9. Affirmation of Other Obligors. Upon the request of Agent, Borrower shall obtainthe acknowledgment and acceptance by each other party obligated in any way with respect to theLoans 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 orother accommodation party or party granting collateral security for the Loans and other obligationsunder the Loan Documents and otherwise, that the obligations and agreements of each such party tothe Lenders and/or the Agent under the Loan Documents, as applicable, or otherwise, shall continuein full force and effect with respect to the indebtedness evidenced and secured by the LoanDocuments, irrespective of any modification made in this Change in Terms, which acknowledgement andacceptance 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 theacknowledgment, consent and acceptance by the Required Lenders, which acknowledgement, consent andacceptance shall be evidenced by execution of this Change in Terms by Lenders constituting theRequired Lenders.     11. Successors and Assigns. This Change in Terms shall be binding upon the partieshereto and their respective successors and assigns, and shall inure to the benefit of Agent and itssuccessors and assigns.     12. Fees,Costs and Expenses. Borrower also agrees to reimburse Agent for allcosts and expenses incurred in the preparation, execution and delivery of this Change in Terms,including reasonable attorneys’ fees. On this date, Borrower shall pay to Agent, for the ratablebenefit of the Lenders, a loan modification fee in the amount of $31,250, and any failure to so paysuch sum shall render this Change in Terms void and of no force or effect.     13. Titles and Headings. The titles and headings herein are intended to promoteconvenience and are not a part of this Change in Terms for purposes of interpreting and applyingthe 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 mayexecute this Change in Terms by signing any such counterpart. This Change in Terms shall beeffective when it has been executed by Borrower, Agent, the Required Lenders and the Guarantors.     15. WAIVER OF JURY TRIAL. BORROWER AND AGENT HEREBY WAIVE TRIAL BY JURY IN ANYJUDICIAL 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 INTERMS OR ANY OF THE LOAN DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.     16. Confession of Judgment. Borrower hereby irrevocably authorizes anyattorney-at-law, including any attorney-at-law employed or retained by Agent to appear for it inany action on this Change in Terms or any of the Loan Documents at any time after the same becomesdue as herein or therein provided in any court of record situated in the county where this warrantwas signed (being Franklin County, Ohio), or in the county where Borrower then resides or can befound, to waive the issuing and service of process, and confess a judgment in favor of the holderof this Change in Terms and any such Loan Documents against Borrower, for the amount that may thenbe due, with interest at the rate(s) provided for herein, together with the costs of suit, and towaive and release all errors in said proceedings and the right to appeal from the judgmentrendered. Borrower consents to the jurisdiction and venue of such court. Borrower waives anyconflict of interest that any attorney-at-law employed or retained by Agent may have in confessingjudgment hereunder and consents to the payment of a legal fee to any attorney-at-law confessingjudgment hereunder.
 

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