**Exhibit 4.10**

 

**AIRNETSYSTEMS, INC.**

**CorporateGuaranty**

 

Borrower: JETRIDE, INC. dba AIRNET PRIVATE CHARTERS

 

LoanDocuments: all documents executed by Borrower in connection with Loan No.1000119649, including the Loan and Security Agreement (the “Loan Agreement”)and the Business Purpose Promissory Note

 

FinancedAmount:                            $5,000,000.00

 

1.  For valuable consideration, the receipt ofwhich is hereby acknowledged, the undersigned jointly and severallyunconditionally guarantee to BANC ONE LEASING CORPORATION (“Lender”) the fulland prompt performance by the Borrower identified above (“Borrower”) of allObligations (as defined in the Loan Documents) which Borrower now has or mayhereafter have to Lender, and jointly and severally unconditionally guaranteethe prompt payment when due (whether at scheduled maturity, upon accelerationor otherwise) of the Obligations, and all costs and expenses of and incidentalto collection of any of the foregoing, including reasonable attorneys’fees.  In addition to covering allpresent Obligations of Borrower to Lender, it is the undersigned’s expressintention that this Guaranty shall cover all future Obligations of Borrower toLender, whether or not such Obligations are reduced or entirely extinguishedand thereafter increased or are reincurred, which are related to the LoanDocuments identified above (“Loan Documents”), whether or not such Obligationsare specifically contemplated by the undersigned, Borrower, and Lender as ofthe date hereof.

 

2.  This is an absolute and unconditionalguarantee of payment and not of collection. As a condition of the liability of the undersigned, Lender shall not berequired to resort to, enforce, or exhaust any of its remedies against theBorrower or any other party who may be liable for payment on any of theObligations or to resort to, marshall, enforce, or exhaust any of its remediesagainst any property given, leased, or held as security for this Guaranty orany of the Obligations.

 

3.  The undersigned hereby waive and grant toLender the right at any time and from time to time, without notice to theundersigned and without in any way affecting the liability of the undersigned,to extend other and additional credit, leases, loans or financialaccommodations to Borrower apart from the Obligations, to deal in any manner asit shall see fit with any of the Obligations of Borrower to Lender and with anyproperty given, leased, or held as security in connection with any of theObligations, including, but not limited to, (a) accepting partial payments onaccount of any of the Obligations, (b) granting extensions or renewals of allor 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 any or all property  given, leased, or held as security inconnection with any of the Obligations, (d) modifying, waiving, supplementingor otherwise changing any of the terms, conditions or provisions contained inany of the Obligations and (e) the addition or release of any other party orperson liable hereon, liable on the Obligations or liable on any other guarantyexecuted to guarantee any of Borrower’s Obligations.  The undersigned jointly and severally herebyagree that any and all settlements, compromises, compositions, accounts statedand agreed balances made in good faith between Lender and Borrower shall bebinding upon the undersigned.

 

4.  Every right, power and discretion hereingranted to Lender shall be for the benefit of the successors or assigns ofLender and of any transferee or assignee of any of the Obligations covered bythis Guaranty, pursuant to any assignment made under Section 17 of the LoanAgreement, and in the event any such Obligation shall be transferred orassigned, every reference herein to Lender shall be construed to mean, as tosuch Obligation, the transferee or assignee thereof.  This Guaranty shall be binding upon each ofthe undersigned’s executors, administrators, heirs, successors and assigns.

 

5.  This Guaranty shall continue in force for solong as Borrower shall be obligated to Lender, and thereafter until Lendershall have actually received written notice of the termination hereof from theundersigned, it being contemplated that Borrower may borrow, lease, repay andsubsequently borrow money from or lease property from, or become obligated to,Lender from time to time, and the undersigned, not having given notice of thetermination hereof as herein provided for, shall be deemed to have permittedthis Guaranty to remain in full force and effect for the purpose of inducingLender to make further leases or loans to Borrower; provided, however, nonotice of termination of this Guaranty shall affect in any manner the rights ofLender arising under this Guaranty with respect to the following: (a) any ofthe Obligations incurred by Borrower in connection with the Loan Documents,whether

 

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such obligation is in the formof a loan agreement or promissory note; or (b) any of the Obligations incurred by Borrower prior to receipt by Lenderof written notice of termination or any of the Obligations incurred afterreceipt of such written notice pursuant to a written agreement entered into byLender prior to receipt of such notice. The undersigned expressly waive notice of the incurring by Borrower ofany of the Obligations to Lender.  Theundersigned also waive presentment, demand of payment, protest, notice ofdishonor or nonpayment of or nonperformance of any of the Obligations.

 

6.  The undersigned hereby waive any claims orrights which they might now have or hereafter acquire against Borrower or anyother person primarily or contingently liable on any of the Obligations ofBorrower, which claims or rights arise from the existence or performance of theundersigned’s obligations under this Guaranty or any other guaranty or underany instrument or agreement with respect to any leased property or any propertyconstituting collateral or security for this Guaranty or any other guaranty,including, without limitation, any right of subrogation, reimbursement,exoneration, contribution, indemnification, or any right to participate in anyclaim or remedy of Lender or any other creditor which the undersigned now hasor hereafter acquires, whether such claim or right arises in equity, undercontract or statute, at common law, or otherwise.

 

7.  Lender’s rights hereunder shall be reinstatedand revived, and this Guaranty shall be fully enforceable, with respect to anyamount at any time paid on account of the Obligations which thereafter shall berequired to be restored or returned by Lender upon the bankruptcy, insolvencyor reorganization of the Borrower, the undersigned, or any other person, or asa result of any other fact or circumstance, all as though such amount had notbeen paid.

 

8.  The undersigned jointly and severally agreeto pay to Lender all costs and expenses, including reasonable attorneys’ fees,incurred by Lender in the enforcement or attempted enforcement of thisGuaranty, whether or not suit is filed in connection therewith, or in theexercise by Lender of any right, privilege, power or remedy conferred by thisGuaranty.

 

9.  In making their decision to guarantee allObligations now existing or hereafter arising, the undersigned represent andwarrant that they have relied exclusively on their own independentinvestigation of Borrower and all property given, leased, or held as securityin connection with any of the Obligations. The undersigned agree that they have sufficient knowledge of theBorrower and of any property given, leased, or held as security in connectionwith any of the Obligations to make an informed decision about this Guarantyand agree that Lender has no duty or obligation to the undersigned to discloseany information in its possession or control about Borrower and property given,leased, or held as security in connection with any of the Obligations.  The undersigned warrant to Lender that they haveadequate means to obtain from the Borrower on a continuing basis informationconcerning the financial condition of the Borrower and that they are notrelying on Lender to provide such information either now or in the future.

 

10.  As long as any indebtedness under any of theObligations remains unpaid or any credit is available to Borrower under any ofthe Obligations, the undersigned agree to furnish to Lender:  (a) audited annual financial statementssetting forth the financial condition and results of operation of theundersigned (financial statements shall include balance sheet, incomestatement, changes in financial position and all notes thereto) within 120 daysof the end of each fiscal year of the undersigned; (b) quarterly financialstatements setting forth the financial condition and results of operation ofthe undersigned within 60 days of the end of each of the first three fiscalquarters of the undersigned; and (c) such other financial information as Lendermay from time to time reasonably request including, without limitation, financialreports filed by the undersigned with federal or state regulatory agencies.

 

11.  No postponement or delay on the part ofLender in the enforcement of any right hereunder shall constitute a waiver ofsuch right.  The failure of any person orentity to sign this Guaranty shall not discharge the liability of any of theundersigned.

 

12.  This Guaranty remains fully enforceableirrespective of any claim, defense or counterclaim which the Borrower may orcould assert on any of the Obligations including but not limited to failure ofconsideration, breach of warranty, payment, statute of frauds, statute oflimitations, fraud, bankruptcy, accord and satisfaction, and usury, same ofwhich the undersigned hereby waive along with any standing by the undersignedto assert any said claim, defense or counterclaim.

 

13.  This Guaranty contains the entire agreementof the parties and supersedes all prior agreements and understandings, oral orwritten, with respect to the subject matter hereof.  This Guaranty is not intended to replace orsupersede any other guaranty which the undersigned have entered into or mayenter into in the future.  Theundersigned may enter into additional guaranties in the future which may or maynot refer to the Loan Documents and such guaranties are not intended to replaceor supersede this Guaranty unless specifically provided in that additionalguaranty.

 

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14.  The interpretation, construction and validityof this Guaranty shall be governed by the laws of the State of Ohio.  With respect to any action brought by Lenderagainst the undersigned to enforce any term of this Guaranty, the undersignedhereby irrevocably consents to the jurisdiction and venue of any state orfederal court in Franklin County, Ohio, where Lender has its principal place ofbusiness and where payments are to be made by Borrower and the undersigned.

 

ALL PARTIES TO THIS GUARANTY, INCLUDING THEUNDERSIGNED AND LENDER, WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDINGOR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTERWHATSOEVER ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THISGUARANTY.

 
| Date:                      | June 29, 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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