**Exhibit4.7**

 

**AIRNET SYSTEMS, INC.**

**Acknowledgment of Borrower**

 

This Acknowledgment of Borrower (“Acknowledgment”) ismade as of the 30th day of June, 2004 by Borrower in favor of Banc One LeasingCorporation (“Lender”) and the Buyer.

 

“Borrower” means: **JETRIDE, INC**

 

“Buyer” means: **FIRST UNION COMMERCIALCORPORATION**

 

“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 30,2004 from AirNet Systems, Inc. (the “Guarantor”) in favor of Lender (the “Guarantee”):

 

For Lender’s Loan #1000119641, the Loan andSecurity Agreement dated as of June 30, 2004 (the “Loan andSecurity Agreement”) between Lender, as lender, and Borrower, as borrower, andthe same agreement as filed with the Federal Aviation Administration on June 30,2004, together with the Business Purpose Promissory Note dated as of June 30,2004 (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:

 

Commencement Date: July 1, 2004

Frequency of Installment Payments: Monthly, inarrears

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 installment payment of $2,551,324.29 due and payable June July 1,2011

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

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

 

1

----

 

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 are correct;(d) the Equipment is in Borrower’s possession and control at the address shownin the Loan Documents and has been irrevocably accepted by Borrower for allpurposes of the Loan Documents; (e) other than the Loan Documents and theGuarantee, there are no agreements, oral or written, between Lender andBorrower relating to the Equipment or its financing and the Loan Documentsconstitute the entire agreement between Borrower and Lender relating to theEquipment and its financing; (f) Borrower is not in default under the LoanDocuments; (g) neither Borrower nor the Guarantor has previously received anynotice that any or all of the Loan Documents have been assigned by Lender toany party other than Buyer; and (h) neither the Guarantor nor Borrower has anyright of offset, defense or counterclaim to any of its obligations under theLoan 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)                     |
|                         |                                        |
| 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                    |
|                              |                                             |        |                            |        |  |  |  |  |  |  |  |  |  |  |

 

2

----