**Exhibit4.25**

 

**AIRNET SYSTEMS, INC.**

**Change in Terms Agreement**

 

THISCHANGE IN TERMS AGREEMENT (this “Change in Terms”), is made and entered intoeffective as of November 12, 2004, by and between AirNet Systems, Inc., an Ohiocorporation (“Borrower”) and The Huntington National Bank, a national bankingassociation, with a banking office at 41 South High Street, Columbus, Ohio43215, in its capacity as administrative agent (“Agent”) for and on behalf ofthe 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.

 

BACKGROUND INFORMATION

 

A.            Pursuantto the Amended and Restated Credit Agreement dated as of May 28, 2004 (as thesame may be amended, modified, supplemented, extended, restated or replacedfrom time to time, the “Credit Agreement”) among Borrower, the Lenders, and theAgent, the Lenders agreed to provide certain credit facilities to the Borrower(collectively, the “Loans”).

 

B.    Borrower, having failed to comply with thefinancial covenants required pursuant to Section 6.24 of the Credit Agreement,has requested that Agent (i) waive the Default existing under the CreditAgreement as a result of Borrower’s failure to maintain such financialcovenants, and acting upon the authority of the Required Lenders, Agent hasagreed to do so on certain conditions, including without limitation, thatBorrower enter into this Change in Terms.

 

AGREEMENT

 

NOWTHEREFORE, in consideration of the mutual covenants and agreements containedherein, Agent and Borrower hereby agree as follows:

 

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

 

a.             *Definitional Modifications*.

 

(i)            The definition of “Consolidated EBIT,”as set forth in Section 1.1 of the Credit Agreement, is hereby revised andreplaced in its entirety by the following:

 

“*Consolidated EBIT*” means, withrespect to any period, Consolidated Net Income *plus*,(a) to the extent deducted from revenues in determining Consolidated NetIncome, (i) Consolidated Interest Expense, (ii) income tax expense, calculatedfor the Borrower and its Subsidiaries on a consolidated basis, and (iii)extraordinary losses (determined in accordance with Agreement AccountingPrinciples) incurred other than in the ordinary course of business, calculatedfor the Borrower and its Subsidiaries on a consolidated basis, *plus* (b) for the fiscal quarter ending September 30, 2004only, an amount equal to $47,009,153.00 (which reflects the non-cash impairmentcharge recognized by Borrower in the fiscal quarter ending September 30, 2004),*minus,* to the extent included inConsolidated Net Income, extraordinary gains (determined in accordance withAgreement Accounting Principles) realized other than in the ordinary course ofbusiness, calculated for the Borrower and its Subsidiaries on a consolidatedbasis.

 

(ii)           The definition of “Consolidated EBITDA,”as set forth in Section 1.1 of the Credit Agreement, is hereby revised andreplaced in its entirety by the following:

 

“*Consolidated EBITDA*” means withrespect to any period, Consolidated Net Income *plus*,(a) to the extent deducted from revenues in determining Consolidated NetIncome, (i) Consolidated Interest Expense, (ii) income tax expense, calculatedfor the Borrower and

 

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its Subsidiaries on a consolidated basis, (iii) depreciation, calculatedfor the Borrower and its Subsidiaries on a consolidated basis, (iv)amortization, calculated for the Borrower and its Subsidiaries on aconsolidated basis; and (v) extraordinary losses (determined in accordance withAgreement Accounting Principles) incurred other than in the ordinary course ofbusiness, calculated for the Borrower and its Subsidiaries on a consolidatedbasis, *plus* (b) for the fiscal quarter endingSeptember 30, 2004 only, an amount equal to $47,009,153.00 (which reflects thenon-cash impairment charge recognized by Borrower in the fiscal quarter endingSeptember 30, 2004), *minus,* to theextent included in Consolidated Net Income, extraordinary gains (determined inaccordance with Agreement Accounting Principles) realized other than in theordinary course of business, calculated for the Borrower and its Subsidiarieson a consolidated basis.

 

b.             *Tangible Net Worth*.           Section 6.24.3 of the Credit Agreement ishereby revised and replaced in its entirety by the following:

 

**Section 6.24.3****     **Minimum Tangible Net Worth. The Borrower will at all times maintainConsolidated Tangible Net Worth of not less than (i) as of Borrower’s fiscal****year-end 2004, $46,000,000.00, (ii) as of the last day ofeach of Borrower’s fiscal years thereafter, that amount which is equal to thesum of the minimum Consolidated Tangible Net Worth required to be maintained byBorrower in accordance with this Section as of the last day of Borrower’s priorfiscal year, plus 50% of Consolidated Net Income for****suchprior fiscal year; provided that, in any case, if such Consolidated Net Incomeis negative in any fiscal year, the amount added in the subsequent fiscal yearshall be zero.

 

2.             Truth of Representations and Warranties; NoDefaults.  Borrower hereby represents and warrants thatthe following are true and correct as of the date of this Change in Terms:

 

(a)           After giving effect to that certain letteragreement dated of even date herewith by and among Borrower (herein, the “Waiver”),the Guarantors and Agent and the waiver provided therein, the representationsand warranties of Borrower and the Guarantors contained in the Loan Documentsto which each is a party are true and correct on and as of the date of thisChange in Terms as if made on and as of such date, unless stated to relate to aspecific earlier date;

 

(b)           No event or condition exists which constitutesa breach, Default or Unmatured Default under the Loan Documents;

 

(c)           All financial information heretofore providedto Agent and/or the Lenders in connection with the indebtedness made pursuantto the Loan Documents is true, accurate and complete in all material respects;

 

(d)           Neither this Change in Terms nor any otherdocument, certificate or written statement furnished to Agent and/or theLenders in connection with the indebtedness evidenced and secured by the LoanDocuments contains any untrue statement of a material fact or omits to state amaterial fact necessary in order to make the statements contained herein andtherein not misleading;

 

(e)           Borrower and the Guarantors have full powerand authority (i) to execute, deliver and perform, or to acknowledge and agreeto the terms and provisions of, this Change in Terms, as applicable, and (ii)to incur the obligations provided for herein, all of which have been dulyauthorized by all necessary and proper corporate or limited liability companyaction, as applicable;

 

(f)            No consent, waiver or authorization of, orfiling with, any person or any governmental authority is required to be made orobtained by Borrower or the Guarantors in connection with the borrowings underthe Loan Documents, or the execution, delivery, performance, validity orenforceability of this Change in Terms;

 

(g)           This Change in Terms and the Loan Documentsconstitute the legal, valid and binding obligation of Borrower and theGuarantors enforceable against them in accordance with the terms hereof andthereof, as applicable; and

 

(h)           The execution and delivery by Borrower and theGuarantors of this Change in Terms and the performance by Borrower and theGuarantors of the Loan Documents to which each is a party, as

 

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modifiedby this Change in Terms and by the Waiver: (i) do not and will not violate anylaw or regulation; (ii) do not and will not violate any order, decree orjudgment by which Borrower or the Guarantors, as applicable, are bound; (iii)do not and will not violate or conflict with, result in a breach of orconstitute (with notice, lapse of time, or otherwise) a default under anymaterial agreement, mortgage, indenture or other contractual obligation towhich Borrower or any of the Guarantors is a party, or by which Borrower’s orany of the Guarantors’ properties are bound; and (iv) do not and will notresult in the creation or imposition of any lien upon any property or assets ofBorrower or any of the Guarantors.

 

3.             Ratification of Loan Documents.  ThisChange in Terms constitutes only a modification of the Credit Agreement and theother Loan Documents and Borrower hereby acknowledges, ratifies and confirmsall of the provisions thereof, except as herein expressly modified, including provisionfor the acceleration of the maturity of the Loans, and for the enforcement byAgent and/or the Lenders of all remedies any of them may have according tolaw.  In addition, Borrower acknowledges,ratifies and confirms any and all security interests previously granted inconnection with the Loans as continuing in full force and effect.

 

4.             No Course of Dealing; Waiver. Borrower expressly acknowledges and agrees that the execution of thisChange in Terms shall not constitute a waiver of, and shall not preclude theexercise of, any right, power or remedy granted to Agent and/or the Lenders inthe Loan Documents, or as provided by law, except to the extent expresslyprovided herein.  No previousmodification, extension or compromise entered into with respect to anyindebtedness of Borrower to Agent and/or the Lenders shall constitute a courseof dealing or be inferred or construed as constituting an express or impliedunderstanding to enter into any future modification, extension or compromise,whether or not the same was in writing. No past, present or future delay on the part of Agent and/or any Lenderin exercising any right, power or remedy shall operate as a waiver thereof, orotherwise prejudice Agent’s or any Lender’s rights, powers or remedies.

 

5.             Promise to Pay. Borrower hereby covenants and promises to pay to the order of Agent, theunpaid principal balance of the Loans, together with interest as provided inthe Credit Agreement and the other Loan Documents, and hereby promises toperform all of the covenants, conditions, stipulations and agreements ascontained in the Loan Documents and in any other document or instrumentexecuted in connection therewith or referencing the same (as modified by thisChange in Terms).

 

6.             Setoffs, Claims and Defenses. Borrower hereby certifies that, as of the date hereof, it has nosetoffs, counter-claims or other defenses of any nature whatsoever to thepayment of any part of the obligations owed to Agent and/or any Lender as ofthe date of execution of this Change in Terms.

 

7.             Governing Law.  ThisChange in Terms shall be interpreted and construed in accordance with andgoverned by the laws of the State of Ohio (without respect to conflict of lawprinciples).  Further, the parties heretointend that this Change in Terms shall be in compliance with all applicablelaws and shall be enforceable in accordance with its terms.  If any provision of this Change in Termsshall be illegal or unenforceable with respect to the Loan Documents, suchprovision shall be deemed cancelled to the extent necessary, but the remainingprovisions shall not be affected hereby.

 

8.             Further Assurances. Borrower and the Guarantors further agree to execute and deliver any andall further documents and to take any and all other steps or actions reasonablydeemed necessary by Agent to effectuate this Change in Terms.

 

9.             Affirmation of Other Obligors.  Uponthe request of Agent, Borrower shall obtain the acknowledgment and acceptanceby each other party obligated in any way with respect to the Loans or otherwisein connection with the credit extended pursuant to the Credit Agreement,including, without limitation, the Guarantors and any other guarantor,co-borrower, pledgor or other accommodation party or party granting collateralsecurity for the Loans and other obligations under the Loan Documents andotherwise, that the obligations and agreements of each such party to theLenders and/or the Agent under the Loan Documents, as applicable, or otherwise,shall continue in full force and effect with respect to the indebtednessevidenced and secured by the Loan Documents, irrespective of any modificationmade in this Change in Terms, which acknowledgement and acceptance shall be ina writing executed by each such party and satisfactory to Agent.

 

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10.           Acknowledgment by Lenders.  ThisChange in Terms shall only be effective upon the acknowledgment, consent andacceptance by the Required Lenders, which acknowledgement, consent andacceptance shall be evidenced by execution of this Change in Terms by Lendersconstituting the Required Lenders.

 

11.           Successors and Assigns.  ThisChange in Terms shall be binding upon the parties hereto and their respectivesuccessors and assigns, and shall inure to the benefit of Agent and itssuccessors and assigns.

 

12.           Costs and Expenses. Borrower also agrees to reimburse Agent for all costs and expensesincurred in the preparation, execution and delivery of this Change in Terms,including reasonable attorneys’ fees.

 

13.           Titles and Headings.  Thetitles and headings herein are intended to promote convenience and are not apart of this Change in Terms for purposes of interpreting and applying theprovisions hereof.

 

14.           Counterparts.  This Change in Terms may beexecuted in any number of counterparts, all of which taken together shallconstitute one agreement, and any of the parties hereto may execute this Changein Terms by signing any such counterpart. This Change in Terms shall be effective when it has been executed byBorrower, Agent, the Required Lenders and the Guarantors.

 

15.           WAIVER OF JURY TRIAL. BORROWER AND AGENT HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGINVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITHTHIS CHANGE IN TERMS OR ANY OF THE LOAN DOCUMENTS OR THE RELATIONSHIPESTABLISHED HEREUNDER OR THEREUNDER.

 

16.           Confession of Judgment. Borrower hereby irrevocably authorizes any attorney-at-law, includingany attorney-at-law employed or retained by Agent to appear for it in anyaction on this Change in Terms or any of the Loan Documents at any time afterthe same becomes due as herein or therein provided in any court of recordsituated in the county where this warrant was signed (being Franklin County,Ohio), or in the county where Borrower then resides or can be found, to waivethe issuing and service of process, and confess a judgment in favor of theholder of this Change in Terms and any such Loan Documents against Borrower,for the amount that may then be due, with interest at the rate(s) provided forherein, together with the costs of suit, and to waive and release all errors insaid proceedings and the right to appeal from the judgment rendered.  Borrower consents to the jurisdiction andvenue of such court.  Borrower waives anyconflict of interest that any attorney-at-law employed or retained by Agent mayhave in confessing judgment hereunder and consents to the payment of a legalfee to any attorney-at-law confessing judgment 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, 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.**

 
| AGENT:                                                |
|-------------------------------------------------------|
| The  Huntington National Bank,                        |
|   a  national banking association, as Agent |

 

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

 

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**ACKNOWLEDGMENT OF 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 Waiver, or anyother or future modification of the Loan Documents or the terms of the creditextended, 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 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 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.**

 

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| timexpress.com, inc. an                     |                                 |
|---------------------------------------------|--------------------------------------|
|   Ohio  corporation               |                                 |
|                                        |                                 |
| By:                                         |   /s/ Joel E.  Biggerstaff |   |
|   Joel  E. Biggerstaff, President |                                 |
|                                             |                                      |  |

 

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