**Exhibit4.24**

 

**AIRNET SYSTEMS, INC.**

**Waiver Letter**

 

November12, 2004

 

 

****Joel E. Biggerstaff, Chief Executive Officer****

AirNetSystems, Inc.

3939International Gateway

Columbus,OH  43219

 

Re:  AirNetSystems, Inc. (“AirNet”) Credit Facilities

 

DearMr. Biggerstaff:

 

Werefer to that certain Amended and Restated Credit Agreement (the “CreditAgreement”) dated May 28, 2004, by and among AirNet, The Huntington NationalBank, as agent for and on behalf of the lenders from time to time party thereto(in such capacity, herein “Agent”), Bank One, N.A. (Main Office Columbus) (“BankOne”), Fifth Third Bank (“Fifth Third”) and The Huntington National Bank as alender and the LC Issuer (in such capacity, herein “Huntington”).  Each capitalized term used but not otherwisedefined in this letter agreement (including all Exhibits hereto) shall have themeaning ascribed to it in the Credit Agreement.

 

Wehave been advised that, during the third quarter of 2004, AirNet has recognizeda $47,009,153.00 non-recurring, non-cash impairment charge related to its cargoaircraft assets and goodwill (herein, the “Impairment Charge”).  Solely as a result of the impact of theImpairment Charge on AirNet’s financial statements, AirNet has, as of September30, 2004, breached the financial covenants set forth in Sections 6.24.1 (“FixedCharge Coverage Ratio”), 6.24.2 (“Leverage Ratio”) and 6.24.3 (“MinimumTangible Net Worth”) of the Credit Agreement. The existing violation (*which occurred**as of September 30, 2004 solely as a result of the Impairment Charge*)of each of the above referenced financial covenants constitutes a Default underSection 7.3 of the Credit Agreement and is referred to herein as the “ExistingFinancial Covenant Default.” Agent has discussed said Existing FinancialCovenant Default with the Lenders, and hereby provides formal notice of thesame to each Lender pursuant to Sections 9.9 and 12.14 of the Credit Agreement.

 

Eachof Huntington and Bank One hereby consent to the waiver by Agent of theExisting Financial Covenant Default. Huntington and Bank One presently hold more than 51% of the Term Loansand the Aggregate Revolving Commitment and, as such, constitute RequiredLenders for purposes of consenting to such waiver.

 

Pursuant to the authority referenced above, Agent, foritself and on behalf of the Lenders, hereby waives the Existing FinancialCovenant Default (notwithstanding Sections 6.24.1, 6.24.2, 6.24.3 and 7.3 ofthe Credit Agreement as in effect on September 30, 2004 and at all times priorto the date hereof), and acknowledges that the Impairment Charge alone shallnot be deemed to give rise to a Material Adverse Effect under Section 5.5 ofthe Credit Agreement, it being understood and agreed that (i) except forthe waiver of the Existing Financial Covenant Default, neither the Agent norany Lender has granted any waiver of any Default, Unmatured Default, breach orviolation of the Loan Documents (including, without limitation, Section 6.24thereof) which has occurred and/or is existing, or may occur and/or be existingin the future; and (ii) the foregoing waiver of the Existing Financial CovenantDefault is contingent upon the execution and delivery by AirNet and theGuarantors of a certain Change in Terms Agreement effective as of the datehereof, pursuant to which certain provisions of the Credit Agreement shall bemodified (said Change in Terms Agreement to constitute one of the “LoanDocuments”); and (iii) Agent, for itself and on behalf of the Lenders hereby reserves all rights with respect toAirNet and the Guarantors under the Loan Documents, at law or in equity, withrespect to any matter, Default or Unmatured Default, now existing or hereafterarising, existing, occurring or continuing, which does not constitute theExisting Financial Covenant Default, and, with respect to any such matter,Default or Unmatured Default, Agent and the Lenders shall at any time beentitled to enforce any of their respective rights and remedies, under the LoanDocuments and otherwise, against AirNet and/or the Guarantors.

 

Agent,for itself and on behalf of the Lenders, hereby acknowledges and agrees that(i) AirNet’s notification to Agent of the Existing Financial Covenant Defaulthas satisfied AirNet’s obligation under Section 6.3 of the Credit Agreement tonotify the Lenders of any Default, and (ii) the recognition of the ImpairmentCharge shall, for purposes of the Credit Agreement, not constitute a materialdecline in the value of the Collateral under the Security Documents that would

 

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giverise to a Default under Section 7.17 of the Credit Agreement or support ademand from Lenders that additional security be provided under such section.

 

Theforegoing is given subject to the following:

 

1.               Each of AirNet, AMI, Float, Jetride,Timexpress and Fast Forward hereby acknowledge and agree that, (i) after givingeffect to the express terms and provisions of this letter agreement and thewaiver of the Existing Financial Covenant Default provided by the Lenders andAgent herein, each and all of the terms, covenants and conditions of, and theobligations of each of them under, all Loan Documents shall remain in fullforce and effect and each such party ratifies and confirms its obligationsunder the Loan Documents and each confession of judgment or cognovit provisioncontained in the Loan Documents; (ii) upon the request of Agent or the RequiredLenders, each of them shall enter into such additional documents and/oragreements as are customarily required of credit parties by any of the Lendersin connection with waivers and/or loan modifications; (iii) neither this letteragreement, the waiver given pursuant hereto, nor any previous modification,extension or compromise entered into with respect to any indebtedness of AirNetand/or any Guarantor to Agent and/or the Lenders (whether or not the same wasin writing) shall constitute a course of dealing or be inferred or construed asconstituting an express or implied understanding to enter into any futurerelease, modification, extension, waiver or compromise; (iv) after givingeffect to the express terms and provisions of this letter agreement and thewaiver of the Existing Financial Covenant Default provided by the Lenders andAgent herein, each of the representations and warranties made in the LoanDocuments is true and correct in all material respects as of the date of thisletter agreement (except to the extent the Impairment Charge could be construedto be a “Material Adverse Effect” under Section 5.5 of the Credit Agreement);and (v) no event or condition exists which constitutes a Default or UnmaturedDefault under the Loan Documents (except for the Existing Financial CovenantDefault waived hereby).

 

2.               Contemporaneouslywith or prior to the execution of this letter agreement by Agent, Agent shallhave received (i) this letter agreement, fully executed by AirNet and eachGuarantor, (ii) the Change in Terms Agreement referenced above, fully executedby AirNet and each Guarantor, (iii) payment of the fees and expenses shown onthe Disbursement Schedule signed by AirNet and each Guarantor as of the datehereof, and (iii) all other items and documents reasonably requested by Agent.

 

Please acknowledge theforegoing agreement by signing and returning to us executed counterparts ofthis letter agreement.

 

Very truly yours,

 

The Huntington National Bank,as Agent

 

 
| By:                                               | /s/ Steven Clemens |   |
|---------------------------------------------------|--------------------|--------|
| Steven Clemens, Vice  President Loan Syndications |

 

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*Acknowledged and Agreed*:

 
| AirNet Systems, Inc., an                      |
|-----------------------------------------------|
| Ohio  corporation                             |
|                                          |   |
| By:                                           | /s/ Joel E. Biggerstaff |   |   |
| Joel  E. Biggerstaff, 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINSTTHE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.**

 
| 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINSTTHE CREDITOR 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINSTTHE CREDITOR 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINSTTHE CREDITOR 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/ 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF**

 

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**ANYCLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTYGOODS, 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 JUDGMENTMAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURTCAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINSTTHE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.**

 

The undersigned Lenders herebyevidence their consent to the foregoing:

 
| Bank One, N.A. (Main Office  Columbus), |                 |
|-----------------------------------------|----------------------|
|  a national banking  association   |                 |
|                                    |                 |
|                                    |                 |
| By:                                     | /s/ Warren Bebinger  |   |
| Warren  Bebinger, First Vice President  |                 |
|                                    |                 |
| The Huntington National  Bank,          |                 |
|  a national banking  association   |                 |
|                                    |                 |
| By:                                     | /s/ John M. Luehmann |   |
| John  M. Luehmann, Vice President       |                 |
|                                         |                      |  |  |

 

 
| cc     | Kristie Nicolosi, Fifth  Third Bank (via facsimile 614-744-7606)             |
|--------|------------------------------------------------------------------------------|
|   | Warren Bebinger, Bank One,  N.A. (via facsimile 614-248-5518)                |
|   | John M. Luehmann, The  Huntington National Bank (via facsimile 614-480-5791) |

 

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