[AirNetSystems, Inc. Letterhead] March31, 2005

Exhibit 4.46

[AirNet Systems, Inc. Letterhead]

March 31, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Re:                               AirNet Systems, Inc. — Annual Report on Form 10-K for the fiscal year ended December 31, 2004

Ladies and Gentlemen:

AirNet Systems, Inc., an Ohio corporation (“AirNet”), is today filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “Form 10-K”).

Pursuant to the provisions of Item 601(b)(4)(iii) of Regulation S-K, AirNet hereby agrees to furnish to the Commission, upon request, copies of those instruments and agreements defining the rights of holders of long-term debt of AirNet and of holders of long-term debt of AirNet’s consolidated subsidiaries, which are not being filed as exhibits to the Form 10-K.  Such long-term debt does not exceed 10% of the total assets of AirNet and it subsidiaries on a consolidated basis.

Very truly yours,