**EXHIBIT 4.39**

 

**SECOND CHANGE IN TERMS AGREEMENT**

 

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

 

BACKGROUNDINFORMATION

 

A.           Pursuantto the Amended and Restated Credit Agreement dated as of May 28, 2004 (asamended 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 “CreditAgreement”) among Borrower, the Lenders, and the Agent, the Lenders agreed toprovide certain credit facilities to the Borrower (collectively, the “Loans”).  Each capitalized term used but not otherwisedefined herein shall have the meaning ascribed thereto in the Credit Agreement.

 

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

 

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

 

AGREEMENT

 

NOWTHEREFORE, in consideration of the mutual covenants and agreements containedherein, Agent and Borrower hereby agree as follows and further agree that eachof the transactions required and contemplated hereby shall be deemedconsummated simultaneously on the date hereof:

 

1.                                       *Change in Terms*.  TheCredit Agreement, and, to the extent applicable, the other Loan Documents, arehereby modified to provide as follows:

 

a.                                       *Term Loans*.

 

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

 

(ii)           Theterms and provisions applicable to the Term Loans and Term Commitment, as set forthin the Credit Agreement and the other Loan Documents, as applicable, shall(except to the extent the Credit Agreement or the other Loan Documentsexplicitly provide for the survival of said terms and provisions afterrepayment of the Term Loans) be inapplicable and of no further force or effectas of and from the date hereof.

 

b*.**                                     **Revolving Loans.*

 

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

 

----

 

FifthThird’s Outstanding Revolving Credit Exposure, and shall further cause FifthThird to accept the same.  Said purchaseshall 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 shallconstitute the only Revolving Lenders as of and from the date hereof.

 

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

 

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

 

“FacilityTermination Date” means October 15, 2006, or any earlier date on whichthe Aggregate Commitment is reduced to zero or otherwise terminated pursuant tothe terms hereof.”

 

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

 

c.                                       *Permitted Indebtedness*.

 

(i)            Agenthereby consents to the financing to be provided on the date hereof by CIT Groupto 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 toAgent, for the benefit of Borrower, for application to the prepayment of theTerm Loans as contemplated hereby, and, provided further, that the CIT Loanshall be secured only by the assets listed on Schedule 1(c) hereto(the “CIT Collateral”).  Notwithstandinganything contained in the Credit Agreement or the other Loan Documents to thecontrary including, without limitation, Sections 6.11 and 6.15 of the CreditAgreement, neither Borrower’s acceptance of the CIT Loan nor the grant byBorrower of a first position security interest in the CIT Collateral, shallconstitute a breach, Default or Unmatured Default under the Credit Agreement orthe other Loan Documents.

 

(ii)           Agenthereby agrees to execute and deliver to Borrower, or to an escrow agentselected by Borrower, Agent and CIT Group, a Partial Release dated of even dateherewith, pursuant to which Agent shall release all of its right, title andinterest in and to the CIT Collateral (“Partial Release”).

 

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

 

“(iv)        ConsolidatedIndebtedness, calculated for the Borrower and/or its Subsidiaries withoutduplication, not exceeding (1) $32,500,000.00 in the aggregate incurred atany time during fiscal year 2004, and (2) an incremental $10,000,000.00 inthe aggregate incurred at any time after January 1, 2005; provided, thatall of such Consolidated Indebtedness is incurred for the sole purpose ofpurchasing, leasing or other financings, including time shares, with respect toaircraft and related tangible fixed assets in fiscal years 2004, 2005 and/or2006, or refinancing the same in fiscal year 2004, it being

 

----

 

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

 

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

 

“Section 6.16.        CapitalExpenditures.  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 CapitalExpenditures for the construction of Borrower’s Rickenbacker Facility to beincurred solely in fiscal year 2004 shall be excluded from the calculation ofCapital Expenditures; and $30,000,000.00 annually thereafter, inclusive of,without limitation, Capital Expenditures for the construction of Borrower’sRickenbacker 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 aggregateCapital Expenditures permitted in any year, and (ii) the actual aggregateCapital Expenditures made for such year, shall be permitted as a carry-over inany subsequent year and shall increase the maximum Capital Expenditurespermitted for any such subsequent year (including any Capital Expenditurespermitted in such subsequent year attributable to the purchase of aircraft).”

 

e.*             Financial Covenants*.

 

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

 

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

 

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

 

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

 

e.                                       *Default*.

 

The following Section 7.18 is hereby added tothe Credit Agreement:

 

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

 

----

 

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

 

f.                                         *Amendments to Loan Documents*.    Thefollowing subpart (v) is hereby added to Section 12.13 of the CreditAgreement:

 

“(v)         Exceptas specifically provided herein or in the Security Documents, release all orany substantial portion of the property which constitutes Collateral under theSecurity Documents (substantial portion meaning property having a book valueequal 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 RequiredLenders, release any property which constitutes Collateral under the SecurityDocuments as long as a first position security interest and/or lien is grantedin favor of Agent, for the ratable benefit of the Lenders, encumberingadditional or replacement property having an equal or greater value and saidadditional or replacement property thereafter constitutes Collateral under theSecurity Documents.”

 

g.                                      *Required Lenders*.               Thedefinition for the term “Required Lenders,” as set forth in Section 1.1 ofthe Credit Agreement, is hereby revised and replaced in its entirety by thefollowing:

 

““*Required Lenders*”means, at any time, Lenders in theaggregate having at least (i) sixty-seven percent (67%) of the AggregateRevolving Commitment or, if the Aggregate Revolving Commitment has beenterminated, Lenders in the aggregate holding sixty-seven percent (67%) of theAggregate Outstanding Revolving Credit Exposure, provided that if there arefewer than three Lenders, then one hundred percent (100%) shall be substitutedfor sixty-seven percent (67%).”

 

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

 

(a)           Therepresentations 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 thedate of this Change in Terms as if made on and as of such date, unless statedto relate to a specific earlier date;

 

(b)           Noevent or condition exists which constitutes a breach, Default or UnmaturedDefault under the Loan Documents;

 

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

 

(d)           Neitherthis Change in Terms nor any other document, certificate or written statementfurnished to Agent and/or the Lenders in connection with the indebtednessevidenced and secured by the Loan Documents contains any untrue statement of amaterial fact or omits to state a material fact necessary in order to make thestatements contained herein and therein not misleading;

 

(e)           Borrowerand the Guarantors have full power and authority (i) to execute, deliverand perform, or to acknowledge and agree to the terms and provisions of, thisChange in Terms, as applicable, and (ii) to incur the obligations providedfor herein, all of which have been duly authorized by all necessary and propercorporate or limited liability company action, as applicable;

 

----

 

(f)            Noconsent, waiver or authorization of, or filing with, any person or any governmentalauthority 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)           ThisChange in Terms and the Loan Documents constitute the legal, valid and bindingobligation of Borrower and the Guarantors enforceable against them inaccordance with the terms hereof and thereof, as applicable; and

 

(h)           Theexecution and delivery by Borrower and the Guarantors of this Change in Termsand the performance by Borrower and the Guarantors of the Loan Documents towhich each is a party, as modified by this Change in Terms: (i) do not andwill not violate any law or regulation; (ii) do not and will not violate anyorder, 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 abreach of or constitute (with notice, lapse of time, or otherwise) a defaultunder any material agreement, mortgage, indenture or other contractualobligation to which Borrower or any of the Guarantors is a party, or by whichBorrower’s or any of the Guarantors’ properties are bound; and (iv) do notand will not result in the creation or imposition of any lien upon any propertyor 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 Borrowerhereby acknowledges, ratifies and confirms all of the provisions thereof,except as herewith expressly modified herein and pursuant to the PartialRelease, 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 themmay have according to law.  In addition,Borrower acknowledges, ratifies and confirms any and all security interestspreviously granted in connection with the Loans as continuing in full force andeffect.

 

4.             No Course of Dealing; Waiver.  Borrower expressly acknowledges and agreesthat 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 toAgent and/or the Lenders in the Loan Documents, or as provided by law, exceptto the extent expressly provided herein. No previous modification, extension or compromise entered into withrespect to any indebtedness of Borrower to Agent and/or the Lenders shall constitutea course of dealing or be inferred or construed as constituting an express orimplied understanding to enter into any future modification, extension orcompromise, whether or not the same was in writing.  No past, present or future delay on the partof Agent and/or any Lender in exercising any right, power or remedy shalloperate as a waiver thereof, or otherwise prejudice Agent’s or any Lender’srights, powers or remedies.

 

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

 

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

 

7.             Governing Law.  This Change in Terms shall be interpreted andconstrued 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 thisChange in Terms shall be in compliance with all applicable laws and shall beenforceable in accordance with its terms. If any provision of this Change in Terms shall be illegal orunenforceable with respect to the Loan Documents, such provision shall bedeemed cancelled to the extent necessary, but the remaining provisions shallnot be affected hereby.

 

----

 

8.             Further Assurances.  Borrower and the Guarantors further agree toexecute and deliver any and all further documents and to take any and all othersteps or actions reasonably deemed necessary by Agent to effectuate this Changein Terms.

 

9.             Affirmation of Other Obligors.  Borrower shall obtain the acknowledgment andacceptance by each other party obligated in any way with respect to the Loansor otherwise in connection with the credit extended pursuant to the CreditAgreement, including, without limitation, the Guarantors and any otherguarantor, co-borrower, pledgor or other accommodation party or party grantingcollateral security for the Loans and other obligations under the LoanDocuments and otherwise, that the obligations and agreements of each such partyto the Lenders and/or the Agent under the Loan Documents, as applicable, orotherwise, shall continue in full force and effect with respect to theindebtedness evidenced and secured by the Loan Documents, irrespective of anymodification made in this Change in Terms or he Partial Release, whichacknowledgement and acceptance shall be in a writing executed by each suchparty and satisfactory to Agent.

 

10.           Acknowledgment by Lenders.  This Change in Terms shall only be effectiveupon the acknowledgment, consent and acceptance by the Lenders, whichacknowledgement, consent and acceptance shall be evidenced by execution of thisChange in Terms by the Lenders.

 

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

 

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

 

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

 

14.           Counterparts.  This Change in Terms may be executed in anynumber of counterparts, all of which taken together shall constitute oneagreement, and any of the parties hereto may execute this Change in Terms bysigning any such counterpart.  ThisChange in Terms shall be effective when it has been executed by Borrower,Agent, the Lenders and the Guarantors.

 

15.           WAIVEROF JURY TRIAL. BORROWER AND AGENT HEREBY WAIVE TRIAL BY JURY IN ANYJUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHERSOUNDING 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 THERELATIONSHIP 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 toappear for it in any action on this Change in Terms or any of the LoanDocuments at any time after the same becomes due as herein or therein providedin 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 orcan be found, to waive the issuing and service of process, and confess ajudgment in favor of the holder of this Change in Terms and any such LoanDocuments against Borrower, for the amount that may then be due, with interestat 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 fromthe judgment rendered.  Borrower consentsto the jurisdiction and venue of such court. Borrower waives any conflict of interest that any attorney-at-lawemployed or retained by Agent may have in confessing judgment hereunder andconsents to the payment of a legal fee to any attorney-at-law confessingjudgment hereunder.

 

INWITNESS WHEREOF, Borrower and Agent have caused this Change in Terms to beexecuted 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY 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                                       |

 

**ACKNOWLEDGMENTOF LENDERS**

 

Theundersigned Lenders hereby acknowledge, consent to, and accept all of theprovisions 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 |   |

 

----

 

**ACKNOWLEDGMENTOF GUARANTORS**

 

Theundersigned Guarantors hereby acknowledge, accept and agree to each of theprovisions of the foregoing Change in Terms and ratify and confirm that all ofthe provisions of the Loan Documents to which each such Guarantor is a party,including, without limitation, the Subsidiary Guaranty, the Fast ForwardGuaranty, the Timexpress Guaranty, as applicable, and the Security Agreements,and all obligations and liabilities of each such Guarantor in favor of Agentand/or the Lenders thereunder and otherwise, and all liens, security and otherinterests granted thereby, shall continue and remain in full force and effect,irrespective of any provision of the above Change in Terms, the PartialRelease, or any other or future modification of the Loan Documents or the termsof 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY 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 BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.**

 

----