**Exhibit4.11**

 

**AIRNET SYSTEMS, INC.**

**Acknowledgment of Borrower**

 

This Acknowledgment of Borrower (“Acknowledgment”) ismade as of the 29th day of June, 2004 by Borrower in favor of Banc One LeasingCorporation (“Lender”) and the Buyer.

 

“Borrower” means: **JETRIDE,INC. DBA AIRNET PRIVATE CHARTERS**

 

“Buyer” means:      **PNC LEASING, LLC**

 

“LoanDocuments” means, collectively, the Loan Documents identified below, togetherwith all exhibits, schedules, addenda and attachments thereto, all of which aremade by Borrower in favor of Lender and the Corporate Guaranty dated as of June 29,2004 from AirNet Systems, Inc. (the “Guarantor”) in favor of Lender (the “Guarantee”):

 

For Lender’s Loan #1000119649, the Loan andSecurity Agreement dated as of June 29, 2004 between Lender, as lender,and Borrower, as borrower, as filed with the Federal Aviation Administration onJune 29, 2004 at 3:23 p.m. CDT, together with the Business PurposePromissory Note dated as of June 29, 2004 in the original principal amountof $5,000,000.00 made by Borrower in favor of Lender.

 

1.  Borrower and Guarantor acknowledge andconsent to the sale and assignment by Lender to Buyer of all of Lender’spresent and future right, title and interest in, to and under the LoanDocuments, including, without limitation, the right to receive all installmentpayments payable under the Loan Documents and all other monies from time totime payable under the Loan Documents (all such amounts referred to as “Monies”),and all rights, benefits and remedies of Lender under the Loan Documents.Borrower also acknowledges and consents to the assignment of Lender’s securityinterest in the Equipment to Buyer.

 

2.  Borrower agrees to pay all Monies directly toBuyer at the address set forth below or at such address, as Buyer shall direct.

 
| If by wire transfer:                                |               |
|-----------------------------------------------------|--------------------|
| Bank Name:                                          | PNC Bank, N.A      |
| ABA:                                                | 043 000 096        |
| Account #:                                          | 1009600189         |
| Account Name:                                       | PNC Leasing, LLC   |
| Attn:                                               | Leasing Accounting |
|                                                |               |
| If by check remit payment to the following address: |
| PNC Leasing, LLC                                    |
| P.O. Box 640306                                     |
| Pittsburgh, PA 15264-0306                           |
|                                                     |                    |  |

 

3.  Borrower agrees that, as of the date firstwritten above, the following information about the Loan Documents is true,accurate and complete:

 

Frequency of Installment Payments:  Monthly,in arrears

Number of Installment Payments Remaining:   Eighty-Four (84)

Amount of Each Installment Payment: Eighty-Three (83)installment payments of $51,324.29 each, followed by One (1) final installmentpayment of $2,551,324.29, due and payable July 11, 2011

Each Installment Payment ***(initialone)***:    ý   Principal and Interest    o   Principal Only

Next Installment Payment Due: and payable to Buyer, August 1,2004

 

4.  Borrower represents that: (a) the LoanDocuments (with all signatures thereon) are genuine, are in full force andeffect and are valid and legally binding agreements of Borrower, enforceable byBuyer against Borrower in accordance with their terms except as the same may belimited by applicable bankruptcy, insolvency or similar laws affecting creditor’srights generally and general equitable principles; (b) all dates, amounts,equipment descriptions and other facts stated in the Loan Documents arecorrect; (c) the Equipment is in Borrower’s possession and control at theaddress shown in the Loan Documents and has been irrevocably accepted byBorrower for all purposes of the Loan Documents; (d) other than the LoanDocuments, there are no agreements, oral or written, between Lender and

 

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Borrowerrelating to the Equipment or its financing and the Loan Documents constitutethe entire agreement between Borrower and Lender relating to the Equipment andits financing; (e) Borrower is not in default under the Loan Documents; (f)Borrower has not previously received any notice that any or all of the LoanDocuments have been assigned by Lender to any party other than Buyer; and (g)Borrower has no right of offset, defense or counterclaim to any of itsobligations under the Loan Documents.

 

5.  The Guarantor represents and warrants that itsGuarantee is in full force and effect.

 

 
| Borrower:  | JETRIDE, INC. dba AIRNET PRIVATE CHARTERS |   |                       |
|------------|-------------------------------------------|--------|----------------------------|
|       |                                      |   |
| By:        | /s/ Gary W. Qualmann                      |   | 3939 International Gateway |   |
|       | (Borrower’s Street Address)          |   |
| Title:     | CFO                                       |   |                       |   |
|       | Columbus, Ohio 43219                      |   |
|       | (City, State, Zip Code)                   |   |
|       |                                      |   |
|       |                                      |   |
| Guarantor: | AIRNET SYSTEMS, INC.                      |   |                       |   |
|       |                                      |   |
| By:        | /s/ Gary W. Qualmann                      |   | 3939 International Gateway |   |
|       | (Guarantor’s Street Address)         |   |
|       |                                      |   |
| Title:     | CFO                                       |   |                       |   |
|       | Columbus, Ohio 43219                      |   |
|       | (City, State, Zip Code)                   |   |
|            |                                           |        |                            |  |  |  |  |  |  |

 
| Accepted By:                                                   |
|----------------------------------------------------------------|
|                                                           |
| LENDER:                                                        |
|                                                           |
| Banc One Leasing Corporation                                   |
|                                                           |
| By:                                                            | /s/ Diana N. Sadler |   |
|                                                           |
| Title:                                                         | VP |   |
|                                                           |
|                                                           |
| BUYER:                                                         |
|                                                           |
| PNC Leasing, LLC                                               |
|                                                           |
| By:                                                            | /s/ M J Colangelo |   |
|                                                           |
| Title:                                                         | VP |   |
|                                                           |
| Address: 2 PNC Plaza, 620 Liberty Avenue, Pittsburgh, PA 15222 |
|                                                                |  |  |  |  |

 

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