**Exhibit 4.15**

 

**AIRNET SYSTEMS, INC.**

**Acknowledgment of Borrower**

 

ThisAcknowledgment of Borrower (“Acknowledgment”) is made as of the 30th day ofJune, 2004 by Borrower in favor of Banc One Leasing Corporation (“Lender”) andthe Buyer.

 

“Borrower”means: **JETRIDE, INC**

 

“Buyer”means:     **FIRST UNIONCOMMERCIAL CORPORATION**

 

“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 June30, 2004 from AirNet Systems, Inc. (the “Guarantor”) in favor of Lender (the “Guarantee”):

 

ForLender’s Loan #1000119650, the Loan and Security Agreement dated as of June30, 2004 (the “Loan and Security Agreement”) between Lender, as lender, andBorrower, as borrower, as filed with the Federal Aviation Administration on June30, 2004, together with the Business Purpose Promissory Note dated as of June30, 2004 (the “Note”) in the original principal amount of $5,000,000.00made 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:                                                                     | Wachovia  Bank, N.A. |
| ABA:                                                                           | 0530900219           |
| Account #:                                                                     | 2000001099827        |
| Account Name:     First Union Commercial  Corporation |
| Attn:                                                                          | Lynn  Brand          |
|                                                                           |                 |
| If by check remit payment to the following address:                            |
| First Union Commercial Corporation                                             |
| P.O. Box 60191                                                                 |
| Charlotte, NC 28260                                                            |

 

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

 

CommencementDate:  July 1, 2004

Frequencyof Installment Payments:  Monthly, in arrears

Numberof Installment Payments Remaining: Eighty-Four (84)

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

EachInstallment Payment ***(initial one)***: ý Principal and Interest  o  Principal Only

Next Installment PaymentDue: and payable to Buyer, August 1, 2004

 

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4.  Borrower and the Guarantor acknowledgereceipt of this Acknowledgment and confirm and agree to the following: (a) theLoan Documents and the Guarantee (with all signatures thereon) are genuine, arein full force and effect and are valid and legally binding agreements ofBorrower or the Guarantor (as applicable), enforceable by Buyer againstBorrower or the Guarantor (as applicable) in accordance with their terms exceptas the same may be limited by applicable bankruptcy, insolvency or similar lawsaffecting creditor’s rights generally and general equitable principles; (b)there has been no prepayment with respect to the Note; (c) all dates, amounts,equipment descriptions and other facts stated in the Loan Documents arecorrect; (d) 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; (e) other than the LoanDocuments and the Guarantee, there are no agreements, oral or written, betweenLender and Borrower relating to the Equipment or its financing and the LoanDocuments constitute the entire agreement between Borrower and Lender relatingto the Equipment and its financing; (f) Borrower is not in default under theLoan Documents; (g) neither Borrower nor the Guarantor has previously receivedany notice that any or all of the Loan Documents have been assigned by Lenderto any party other than Buyer; and (h) neither the Guarantor nor Borrower hasany right of offset, defense or counterclaim to any of its obligations underthe Loan Documents or Guarantee (as applicable).

 

5.  The Guarantor acknowledges and agrees thatthe Guarantee remains in full force and effect notwithstanding the assignmentto Buyer.

 

6.  Borrower and the Guarantor acknowledge andagree that (a) Borrower and Guarantor will deal exclusively with respect to theNote with Buyer, and Borrower and the Guarantor will deliver all payments andcopies of all notices and other communications given or made by Borrower and/orGuarantor with respect to the Loan Documents to Buyer at the address listedbelow its signature block hereto, (b) so far as enforcement of the Note isconcerned, notwithstanding the existence of other promissory notes issued underthe Loan and Security Agreement, the Note is separate and severable and Buyermay take enforcement action independently of other financing parties having aninterest in the Loan Documents and other promissory notes not included in theNote, (c) the collateral set forth in the Loan and Security Agreement securesthe obligations of Borrower pursuant to the Note separately, and Buyer mayexercise all rights and remedies available to it with respect to suchcollateral independently of other financing parties having an interest in theLoan and Security Agreement and in other promissory notes not included in theNote, and (d)  Borrower and the Guarantorwill execute such other instruments and take such actions as Buyer reasonablymay require to further confirm the sale, assignment and transfer by Lender toBuyer.

 

7.  All representations and duties of Lenderintended to induce Borrower and the Guarantor to enter into the Loan Documentsand the Guarantee (as applicable), whether required by the Loan Documents, theGuarantee or otherwise, have been fulfilled and the original principal amountof the Note has been advanced by Lender to Borrower.

 

 
| Borrower:  | JETRIDE,  INC.                    |   |                        |
|------------|-----------------------------------|--------|-----------------------------|
|       |                              |
| 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)           |   |
|            |                                   |        |                             |  |  |  |  |  |  |  |  |

 

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| Accepted  By:                 |                                |
|-------------------------------|-------------------------------------|
|                          |                                |
| LENDER:                       | BUYER:                              |
|                          |                                |
| Banc  One Leasing Corporation | First  Union Commercial Corporation |
|                          |                                |
| By:                           |                                |   | By: |   |   |
|                          |                                |
| Title:                        |                                |   | Title: |   |   |
|                          |                                |
|                          | Address:                            | First Union  Commercial Corporation |
|                          |                                | One Wachovia  Center |
|                          |                                | Mail Code  NC0738 |
|                          |                                | Charlotte,  NC  28288-0738 |
|                          |                                | Attention:  Linda Minter |
|                          |                                | Telephone:  (704) 374-4900 |
|                          |                                | Telecopy:  (704) 374-3241 |
|                               |                                     |  |  |  |  |  |  |  |

 

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