**Exhibit 4.23**

 

**AIRNET SYSTEMS, INC.**

**Acknowledgment of Borrower**

 

ThisAcknowledgment of Borrower (“Acknowledgment”) is made as of the 12th day ofJuly, 2004 by Borrower in favor of Banc One Leasing Corporation (“Lender”) andthe Buyer.

 

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

 

“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 July12, 2004 from AirNet Systems, Inc. (the “Guarantor”) in favor of Lender (the “Guarantee”):

 

ForLender’s Loan #1000119774, the Loan and Security Agreement dated as of July 12,2004 between Lender, as lender, and Borrower, as borrower, and the sameagreement as filed with the Federal Aviation Administration, together with theBusiness Purpose Promissory Note dated as of July 12, 2004 in the originalprincipal amount of $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  $50,665.26 each, followed by One (1) final installment payment of  $2,550,665.26, due and payable July 15, 2011 |
| Each  Installment Payment ***(initial one)***:    ý    Principal and Interest  o  Principal Only                                                             |
| Next  Installment Payment Due: and payable to Buyer, August 15, 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

 

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Equipmentis in Borrower’s possession and control at the address shown in the LoanDocuments and has been irrevocably accepted by Borrower for all purposes of theLoan Documents; (d) other than the Loan Documents, there are no agreements,oral or written, between Lender and Borrower relating to the Equipment or itsfinancing and the Loan Documents constitute the entire agreement betweenBorrower and Lender relating to the Equipment and its financing; (e) Borroweris not in default under the Loan Documents; (f) Borrower has not previouslyreceived any notice that any or all of the Loan Documents have been assigned byLender to any party other than Buyer; and (g) Borrower has no right of offset,defense or counterclaim to any of its obligations under the Loan Documents.

 

5.  The Guarantor represents and warrants thatits Guarantee 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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