**Exhibit4.6**

 

**AIRNET SYSTEMS, INC.**

**Corporate Guaranty**

 

Borrower:  JETRIDE, INC.

 

Loan Documents: all documentsexecuted by Borrower in connection with Loan No. 1000119641, including the Loanand Security Agreement (the “Loan Agreement”) and the Business PurposePromissory Note

 

Financed Amount:                            $5,000,000.00

 

1.  Forvaluable consideration, the receipt of which is hereby acknowledged, theundersigned jointly and severally unconditionally guarantee to BANC ONE LEASINGCORPORATION (“Lender”) the full and prompt performance by the Borroweridentified above (“Borrower”) of all Obligations (as defined in the LoanDocuments) which Borrower now has or may hereafter have to Lender, and jointlyand severally unconditionally guarantee the prompt payment when due (whether atscheduled maturity, upon acceleration or otherwise) of the Obligations, and allcosts and expenses of and incidental to collection of any of the foregoing,including reasonable attorneys’ fees.  Inaddition to covering all present Obligations of Borrower to Lender, it is theundersigned’s express intention that this Guaranty shall cover all futureObligations of Borrower to Lender, whether or not such Obligations are reducedor entirely extinguished and thereafter increased or are reincurred, which arerelated to the Loan Documents identified above (“Loan Documents”), whether ornot such Obligations are specifically contemplated by the undersigned,Borrower, and Lender as of the date hereof.

 

2.  This is anabsolute and unconditional guarantee of payment and not of collection.  As a condition of the liability of theundersigned, Lender shall not be required to resort to, enforce, or exhaust anyof its remedies against the Borrower or any other party who may be liable forpayment on any of the Obligations or to resort to, marshall, enforce, orexhaust any of its remedies against any property given, leased, or held assecurity for this Guaranty or any of the Obligations.

 

3.  Theundersigned hereby waive and grant to Lender the right at any time and from timeto time, without notice to the undersigned and without in any way affecting theliability of the undersigned, to extend other and additional credit, leases,loans or financial accommodations to Borrower apart from the Obligations, todeal in any manner as it shall see fit with any of the Obligations of Borrowerto Lender and with any property given, leased, or held as security inconnection with any of the Obligations, including, but not limited to, (a)accepting partial payments on account of any of the Obligations, (b) grantingextensions or renewals of all or any part of any of the Obligations, (c)releasing, surrendering, exchanging, dealing with, abstaining from taking,taking, abstaining from perfecting, perfecting, or accepting substitutes for anyor all property given, leased, or held as security in connection with any ofthe Obligations, (d) modifying, waiving, supplementing or otherwise changingany of the terms, conditions or provisions contained in any of the Obligationsand (e) the addition or release of any other party or person liable hereon,liable on the Obligations or liable on any other guaranty executed to guaranteeany of Borrower’s Obligations.  Theundersigned jointly and severally hereby agree that any and all settlements,compromises, compositions, accounts stated and agreed balances made in goodfaith between Lender and Borrower shall be binding upon the undersigned.

 

4.  Everyright, power and discretion herein granted to Lender shall be for the benefitof the successors or assigns of Lender and of any transferee or assignee of anyof the Obligations covered by this Guaranty, pursuant to any assignment madeunder Section 17 of the Loan Agreement, and in the event any suchObligation shall be transferred or assigned, every reference herein to Lendershall be construed to mean, as to such Obligation, the transferee or assigneethereof.  This Guaranty shall be bindingupon each of the undersigned’s executors, administrators, heirs, successors andassigns.

 

5.  ThisGuaranty shall continue in force for so long as Borrower shall be obligated toLender, and thereafter until Lender shall have actually received written noticeof the termination hereof from the undersigned, it being contemplated thatBorrower may borrow, lease, repay and subsequently borrow money from or leaseproperty from, or become obligated to, Lender from time to time, and theundersigned, not having given notice of the termination hereof as hereinprovided for, shall be deemed to have permitted this Guaranty to remain in fullforce and effect for the purpose of inducing Lender to make further leases orloans to Borrower; provided, however, no notice of termination of this Guarantyshall affect in any manner the rights of Lender arising under this Guarantywith respect to the following: (a) any of the Obligations incurred by Borrowerin connection with the Loan Documents, whether

 

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suchobligation is in the form of a loan agreement or promissory note; or (b)  any of the Obligations incurred by Borrowerprior to receipt by Lender of written notice of termination or any of theObligations incurred after receipt of such written notice pursuant to a writtenagreement entered into by Lender prior to receipt of such notice.  The undersigned expressly waive notice of theincurring by Borrower of any of the Obligations to Lender.  The undersigned also waive presentment,demand of payment, protest, notice of dishonor or nonpayment of or nonperformanceof any of the Obligations.

 

6.  Theundersigned hereby waive any claims or rights which they might now have orhereafter acquire against Borrower or any other person primarily orcontingently liable on any of the Obligations of Borrower, which claims orrights arise from the existence or performance of the undersigned’s obligationsunder this Guaranty or any other guaranty or under any instrument or agreementwith respect to any leased property or any property constituting collateral orsecurity for this Guaranty or any other guaranty, including, withoutlimitation, any right of subrogation, reimbursement, exoneration, contribution,indemnification, or any right to participate in any claim or remedy of Lenderor any other creditor which the undersigned now has or hereafter acquires,whether such claim or right arises in equity, under contract or statute, atcommon law, or otherwise.

 

7.  Lender’srights hereunder shall be reinstated and revived, and this Guaranty shall befully enforceable, with respect to any amount at any time paid on account ofthe Obligations which thereafter shall be required to be restored or returnedby Lender upon the bankruptcy, insolvency or reorganization of the Borrower,the undersigned, or any other person, or as a result of any other fact orcircumstance, all as though such amount had not been paid.

 

8.  Theundersigned jointly and severally agree to pay to Lender all costs andexpenses, including reasonable attorneys’ fees, incurred by Lender in theenforcement or attempted enforcement of this Guaranty, whether or not suit isfiled in connection therewith, or in the exercise by Lender of any right,privilege, power or remedy conferred by this Guaranty.

 

9.  In makingtheir decision to guarantee all Obligations now existing or hereafter arising,the undersigned represent and warrant that they have relied exclusively ontheir own independent investigation of Borrower and all property given, leased,or held as security in connection with any of the Obligations.  The undersigned agree that they havesufficient knowledge of the Borrower and of any property given, leased, or heldas security in connection with any of the Obligations to make an informeddecision about this Guaranty and agree that Lender has no duty or obligation tothe undersigned to disclose any information in its possession or control aboutBorrower and property given, leased, or held as security in connection with anyof the Obligations.  The undersignedwarrant to Lender that they have adequate means to obtain from the Borrower ona continuing basis information concerning the financial condition of theBorrower and that they are not relying on Lender to provide such informationeither now or in the future.

 

10.  As long asany indebtedness under any of the Obligations remains unpaid or any credit isavailable to Borrower under any of the Obligations, the undersigned agree tofurnish to Lender:  (a) audited annualfinancial statements setting forth the financial condition and results ofoperation of the undersigned (financial statements shall include balance sheet,income statement, changes in financial position and all notes thereto) within120 days of the end of each fiscal year of the undersigned; (b) quarterlyfinancial statements setting forth the financial condition and results ofoperation of the undersigned within 60 days of the end of each of the firstthree fiscal quarters of the undersigned; and (c) such other financialinformation as Lender may from time to time reasonably request including,without limitation, financial reports filed by the undersigned with federal orstate regulatory agencies.

 

11.  Nopostponement or delay on the part of Lender in the enforcement of any righthereunder shall constitute a waiver of such right.  The failure of any person or entity to signthis Guaranty shall not discharge the liability of any of the undersigned.

 

12.  ThisGuaranty remains fully enforceable irrespective of any claim, defense orcounterclaim which the Borrower may or could assert on any of the Obligationsincluding but not limited to failure of consideration, breach of warranty,payment, statute of frauds, statute of limitations, fraud, bankruptcy, accordand satisfaction, and usury, same of which the undersigned hereby waive alongwith any standing by the undersigned to assert any said claim, defense orcounterclaim.

 

13.  ThisGuaranty contains the entire agreement of the parties and supersedes all prioragreements and understandings, oral or written, with respect to the subjectmatter hereof.  This Guaranty is notintended to replace or supersede any other guaranty which the undersigned haveentered into or may enter into in the future. The undersigned may enter into additional guaranties in the future whichmay or may not refer to the Loan Documents and such guaranties are not intendedto replace or supersede this Guaranty unless specifically provided in thatadditional guaranty.

 

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14.  Theinterpretation, construction and validity of this Guaranty shall be governed bythe laws of the State of Ohio.  Withrespect to any action brought by Lender against the undersigned to enforce anyterm of this Guaranty, the undersigned hereby irrevocably consents to thejurisdiction and venue of any state or federal court in Franklin County, Ohio,where Lender has its principal place of business and where payments are to bemade by Borrower and the undersigned.

 

ALLPARTIES TO THIS GUARANTY, INCLUDING THE UNDERSIGNED AND LENDER, WAIVE ALLRIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANYPARTY AGAINST ANY OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF, INCONNECTION WITH OR IN ANY WAY RELATED TO THIS GUARANTY.

 
| Date:                      | June 30, 2004          |   |               |
|----------------------------|-----------------------------|--------|--------------------|
|                       |                        |
| GUARANTOR:                 |                        |
|                       |                        |
| **AIRNET SYSTEMS, INC.**   | /s/ John Gordon             |   |
|                       | Witness as to signature     |
| By:                        |   /s/ Gary W. Qualmann |   |               |
|                       | /s/ John Gordon             |   |
| Title:                     | CFO                         |   | Print witness name |
|                       |                        |
| Guarantor’s Address:  |                        |
|                       |                        |
| 3939 International Gateway |                        |   |
|                       |                        |
| Columbus, Ohio 43219       |                        |   |
|                            |                             |        |                    |  |  |  |  |  |  |

 

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