8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2004 (January 20, 2004)

AIRNET SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-13025	31-1458309
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3939 International Gateway, Columbus, Ohio 43219
(Address of principal executive offices) (Zip Code)
(614) 237-9777
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)

Item 5.Other Events and Regulation FD Disclosure.

AirNet Systems, Inc. (the “Registrant”) has entered into a Land Lease with the Columbus Regional Airport Authority (the “Authority”), dated as of January 20, 2004, pursuant to which the Registrant is to lease approximately 8.098 acres (with the exact size to be determined by survey) located within Rickenbacker International Airport (“Rickenbacker”) in Franklin and Pickaway Counties, Ohio.  The Lease is a net lease under which the Registrant will be responsible for all costs of operating the facilities it constructs on the premises, including utilities and real property taxes.  The initial term of the Lease (the “Initial Term”) will be 20 years, with two 10-year renewal terms at the Registrant’s request.  If the Authority elects not to renew, the Authority must purchase the Registrant’s facilities under the provisions of the Federal Relocation Act.

The Lease provides the Registrant with expansion rights exercisable during the first five years.  The first expansion right provides the Registrant with the option to expand its hangar/sort facility onto an additional site containing approximately 3.43 acres; after the first five years, the Registrant would have a right of first refusal to lease this acreage.  The second expansion right provides the Registrant with the option to expand its office operations onto approximately 5.2 acres of land.

Under the terms of the Lease, the Authority will construct, at its expense, approximately ten acres of public aircraft parking ramp (the “Ramp”) adjacent to the premises leased by the Registrant.  The Authority must notify the Registrant no later than March 31, 2004 whether the Authority has environmental clearance to proceed.  If not, the Lease will terminate with no further liability.  If the Lease is not terminated, the Authority must start construction of the Ramp no later than June 30, 2004 and have the Ramp completed no later than the date the Registrant is ready to commence operations.

The Authority is to pay for up to $350,000 of site preparation for the site upon which the Registrant will construct its operating facility.  If the cost of the site preparation exceeds $350,000 and the Registrant pays the excess (with the consent of the Authority), the Registrant can credit the excess against the Registrant’s rent obligation.

The Registrant must start construction of an approximately 132,000 square foot hangar complex on the leased premises no later than 180 days after the Authority notifies the Registrant that it has received environmental clearance for the Ramp

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construction and the Registrant must complete construction not later than one year thereafter, subject to force majeure type delays.  The buildings which are constructed will be owned by the Registrant.  Upon completion of the hangar complex, the Registrant would move its hangar and offices from its current Port Columbus facilities to the Rickenbacker facilities.

The Registrant has entered into a Leasehold Improvements Purchase Agreement with the Authority, dated January 20, 2004, pursuant to which the Authority would purchase the Registrant’s Port Columbus facilities for $3.85 million in December of 2004, subject to possible postponement until the Ramp and the Registrant’s Rickenbacker facilities are completed.

The Registrant has also entered into the following ancillary agreements with the Authority:

(1)a Rickenbacker International Airport Operating Agreement, dated January 20, 2004, governing the Registrant’s access to and use of the Rickenbacker facilities (e.g., runways, taxi-ways and similar facilities), including the Ramp to be constructed by the Authority pursuant to the Lease;

(2)a Non-Exclusive License Agreement to Conduct an Aeronautical Business at Rickenbacker International Airport, dated as of January 20, 2004, governing the Registrant’s fixed based operator activities at Rickenbacker;

(3)a Rickenbacker International Airport Non-Public Self-Fueling Permit, executed by the Authority on January 20, 2004 and by the Registrant on January 15, 2004, governing the Registrant’s activities relative to the fueling of its own aircraft by its employees (as opposed to independent fueling agents); and

(4)a Rickenbacker International Airport Commingling Fuel Agreement, dated January 20, 2004, governing the Registrant’s storage of aviation fuel in the Rickenbacker fuel system.

The Authority also granted the Registrant a non-exclusive access easement giving the Registrant vehicular access to the leased premises and a no-build easement prohibiting the Authority from constructing any above-ground improvements (other than the Ramp) within a 60-foot wide area adjacent to the Registrant’s facilities at Rickenbacker.

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The Lease, the Leasehold Improvements Purchase Agreement and the ancillary documents are attached to this Form 8-K as exhibits.  The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the documents filed as exhibits to this Form 8-K.

Item 7.Financial Statements and Exhibits.

(a) and (b)Not applicable

(c) Exhibits:

Exhibit No.	Description
10.1	Land Lease at Rickenbacker International Airport, dated as of January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.2	Leasehold Improvements Purchase Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.3	Rickenbacker International Airport Operating Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.4	Non-Exclusive License Agreement to Conduct an Aeronautical Business at Rickenbacker International Airport, dated as of January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.5	Rickenbacker International Airport Non-Public Self-Fueling Permit, executed by  Columbus Regional Airport Authority on January 20, 2004 and by AirNet Systems, Inc. on January 15, 2004.
10.6	Rickenbacker International Airport Commingling Fuel Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.7	Non-Exclusive Access Easement granted by Columbus Regional Airport Authority in favor of AirNet Systems, Inc., executed

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	on January 20, 2004.
10.8	No-Build Easement granted by Columbus Regional Airport Authority in favor of AirNet Systems, Inc., executed on January 20, 2004.

[Remainder of page intentionally left blank;
signature on following page.]

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRNET SYSTEMS, INC.
Dated:  February 20, 2004	By:	/s/ Gary W. Qualmann
		Gary W. Qualmann
		Chief Financial Officer, Treasurer and Secretary

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated February 20, 2004

AirNet Systems, Inc.

Exhibit No.	Description
10.1	Land Lease at Rickenbacker International Airport, dated as of January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.2	Leasehold Improvements Purchase Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.3	Rickenbacker International Airport Operating Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.4	Non-Exclusive License Agreement to Conduct an Aeronautical Business at Rickenbacker International Airport, dated as of January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.5	Rickenbacker International Airport Non-Public Self-Fueling Permit, executed by Columbus Regional Airport Authority on January 20, 2004 and by AirNet Systems, Inc. on January 15, 2004.
10.6	Rickenbacker International Airport Commingling Fuel Agreement, dated January 20, 2004, between Columbus Regional Airport Authority and AirNet Systems, Inc.
10.7	Non-Exclusive Access Easement granted by Columbus Regional Airport Authority in favor of AirNet Systems, Inc., executed on January 20, 2004.
10.8	No-Build Easement granted by Columbus Regional Airport Authority in favor of AirNet Systems, Inc., executed on January 20, 2004.

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EX-10.1

Exhibit 10.1

LAND LEASE

AT

RICKENBACKER INTERNATIONAL AIRPORT

BETWEEN

COLUMBUS REGIONAL AIRPORT AUTHORITY

AND

AIRNET SYSTEMS, INC.

TABLE OF CONTENTS

Exhibit M – Deleted

Exhibit O – Deleted

Exhibit P – Leasehold Mortgage Language

SECTION I

ESSENTIAL LEASE PROVISIONS

A.Parties

THIS LEASE (“Lease”) is executed and entered into as of January 20, 2004 (“Effective Date”) by the Columbus Regional Airport Authority (“Authority”) a Port Authority organized and existing under the laws of the State of Ohio and the owner and operator of Rickenbacker International Airport (“Airport”); and Airnet Systems, Inc. (“Tenant”), a corporation organized and existing under the laws of the State of Ohio and authorized to do business in Ohio.

B.Definition of Certain Terms

The following terms shall have the following meanings for purposes of this lease:

“Airport” means that certain tract of real property located in Franklin and Pickaway Counties, Ohio, generally known as “Rickenbacker International Airport”, portions of which are either owned by the Authority or leased from the Government pursuant to a Lease of Real Property on Former Air National Guard Base, Ohio and operated by Authority as a civilian airport and which is generally depicted in the site plan attached as Exhibit G.

“Development Standards” means the Declaration of Protective Covenants and Development Standards for Rickenbacker International Airport dated November 12, 1992, and recorded in Official Record Volume 21054, Page A01, Recorder’s Office, Franklin County, Ohio, for the purpose of establishing certain guidelines, limitations, restrictions, and covenants with respect to the intended development of certain real property at Rickenbacker International Airport as the same may be amended from time to time.  Authority has provided a copy of the Development Standards to Tenant prior to the Parties’ execution of this lease, receipt of which is hereby acknowledged.

“Environment” or “Environmental” means any water or water vapor, any land including land surface or subsurface, air, fish, wildlife, biota and all other natural resources.

“FAA/TSA” means the Federal Aviation Administration or the Transportation Security Administration or any successor administration(s) or agency(ies).

“Government” means the United States of America acting by, or through one or more of its federal agencies and pursuant to the Constitution of the United States of America.

“Index” means the Consumer Price Index for All Urban Consumers (“CPI-U”), U.S. City Average All Items  (1982-84=100) as published by the Bureau of Labor Statistics, U.S. Department of Labor. If the Index should no longer be published at any time when an Escalation (as defined in Paragraph M. of this Section) is to be determined under Paragraph M. of this Section, a similar index shall be used which is then considered by Authority and Tenant to then best reflect the changes in the  “cost-of-living” in the United States of America.

AirNet Land Lease 1-13-04

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“Minimum Standards” means those requirements for commercial operators at the Airport as established by the Columbus Regional Airport Authority, as they may be amended from time to time, and which have been made available to Tenant for Tenant’s review, receipt of which is hereby acknowledged.

“Quit-Claim Deeds” means that certain Quit-Claim Deed from the Government to Rickenbacker Port Authority, dated March 30, 1984, filed for record in Franklin County, Ohio, on April 17, 1984, and recorded in Official Record Volume 4117, Page A01, Recorder’s Office, Franklin County, Ohio, and filed for record in Pickaway County, Ohio, on April 27, 1984, and recorded in Deed Book Volume 286, Page 122, Recorder’s Office, Pickaway County, Ohio, and a second Quit Claim Deed dated May 11, 1999, filed for record in Franklin County, Ohio, on June 30, 1999, and recorded in Official Record Instrument Number 199906300165980, Recorder’s Office, Franklin County, Ohio, and filed for record in Pickaway County, Ohio, on July 27, 1999, and recorded in Deed Book Volume 141, Page 83, Recorder’s Office, Pickaway County, Ohio, conveying to Rickenbacker Airport Authority fee simple title to a portion of Rickenbacker International Airport, subject to certain conditions, covenants, and restrictions set forth therein. Copies of the Quit-Claim Deeds have been made available to Tenant prior to the Parties’ execution of this lease receipt of which is hereby acknowledged.

“Rickenbacker Airport Rules and Regulations” means those certain rules and regulations promulgated by Authority, as the same may be amended from time to time, which generally govern the operations and other activities which may take place on the Airport. The Rickenbacker Airport Rules and Regulations serve as minimum regulations designed to protect and promote the safety of the users of the Airport and the general public. A copy of the most recent Rickenbacker Airport Rules and Regulations is attached as Exhibit H receipt of which is hereby acknowledged.

“Rickenbacker International Airport” means the area including the Airport and generally in the vicinity of the Airport as generally depicted on the site plan attached as Exhibit G.

“Schedule of Rates and Charges” means the Airport’s then current fee schedule, as the same may be amended from time to time, for all operations at the Airport, the current copy of which has been made available to Tenant.

“Undepreciated Leasehold Improvements Cost” means an amount equal to the undepreciated balance of the cost of constructing the Leasehold Improvements (as hereinafter defined) using a straight line depreciation schedule of 39 years commencing on the date the Leasehold Improvements are first occupied by Tenant.

C.Premises – Size

The “Premises” is the approximately 8.098 acre tract of real property located within Rickenbacker International Airport and more fully described in the attached Exhibit A, and the improvements thereon, which are leased by Authority to Tenant pursuant to this lease. Upon the terms and conditions described in this lease, Authority hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Authority. The amount of leased land in the Premises is approximately 8.098 acres (352,754 square feet), however, the actual amount of leased land in the Premises shall be calculated based upon the survey to be attached to this lease as Exhibit B. Authority and

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Tenant agree that this survey shall be prepared and attached by the Authority as Exhibit B showing the exact size and location of the parcel. The Premises and rent shall be amended to reflect square footage identified in this survey. Where the context requires the term “Premises” shall be read to include the Leasehold Improvements as well as the 8.098 acre parcel of property.

Tenant accepts the Premises “As Is” provided however that Authority shall provide the Premises with utility service in the adjacent public right of way not later than December 31, 2003. Except as otherwise expressly stated herein, the Authority has made no representation or warranties regarding the suitability thereof for Tenant’s purpose.

D.Premises – Easements

In addition to this Lease each party agrees to execute and maintain in place during the Term of this Lease, including and Option Terms the following:

1.Currently, access to the Premises is from a private roadway, Alan Schwarzwalder Street. Authority shall maintain Tenant’s access to the Premises from either Alan Schwarzwalder Street or another similarly situated roadway. Authority will provide to Tenant an access easement across such private roadway.

2.Authority will provide to Tenant an easement or equivalent commitment prohibiting the construction of any improvements (other than the aviation Ramp) within a strip of land, sixty feet in width along the entire southwestern boundary of said 8.098 acres tract of real property, which 60 foot wide strip is shown and delineated on Exhibit N attached hereto.

E.Premises – Additional Agreements

In addition to this Lease each party agrees to execute and maintain in place during the Term of this Lease, including and Option Terms the following:

1.The Authority will provide and the Tenant shall enter into an Operating Agreement that sets forth the terms and conditions of Tenant’s use of, and fee’s for the use of, the Airport facilities other than Tenant’s lease of the Premises. The Authority may revise the Operating Agreement provided the terms and conditions and fee’s for use therein continue to provide access to the Airport at a level that permits the Tenant to use of the Premises consistent with the terms of this Lease and consistent with the terms and conditions provided to other similar users of the Airport.

2.The Authority will provide and the Tenant shall enter into a Commingling Fuel Agreement with the Authority that sets forth the terms and conditions of Tenant’s use of, and fee’s for the use of, the Airport’s common fueling facilities.  The Authority may revise the Commingling Fuel Agreement provided the terms and conditions and fee’s for use therein continue to provide access to the common fueling facilities consistent with the terms and conditions provided to other similar users of the Airport.

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F.Premises – Modification

The Premises will include any required Stormwater and/or AFFF basins, and the parties agree to adjust the boundaries of the Premises to include these basins, if necessary.

G.Acknowledgement

Tenant acknowledges that the Premises and the rights and obligations under this Lease are subject to certain conditions, restrictions, and covenants enforceable against the Authority. Tenant shall comply with and not commit, permit, or undertake any act which would cause or result in a default under, or otherwise be in violation of the Quit-Claim Deeds; the Development Standards; the Minimum Standards; the Schedule of Rates and Charges; the Rickenbacker Airport Rules and Regulations; all applicable zoning and building restrictions and all other federal, state, and local laws, statutes, regulations, rules, and ordinances now or hereafter affecting the Premises; and all rights of way, easements, rights of entry, conditions and restrictions of record affecting the Premises.

H.Common Use

Tenant shall be entitled, in common with others so authorized, to the use of all facilities and improvements of a public nature which now are or may hereafter be connected with or appurtenant to the Airport, subject only to the Rickenbacker Airport Rules and Regulations and the payment of fees and charges for the use of public facilities as are now, or may be, established.

I.Term

The Term of this Lease shall commence on the Effective Date and shall expire twenty (20) years from the Rent Commencement Date (as hereinafter defined), unless extended or earlier terminated as otherwise provided in this Lease (the “Initial Term”). Within one hundred eighty (180) days, but not fewer than one hundred twenty (120) days, prior to the expiration of the Initial Term, Tenant may request, by providing written notice to the Authority, that the Authority extend the Initial Term for an additional ten (10) years (the “First Option Term”) under the same financial terms and conditions set forth herein. In the event the Authority refuses to so extend the Initial Term for the First Option Term, or if the proposed extension contains provisions which are materially different from those contained in this Lease for the Initial Term and is therefore unacceptable to Tenant and if Tenant is not in default in any material way under this Lease, the Authority agrees to purchase the Leasehold Improvements under the terms and conditions of the Federal Relocation Act (as it exists on the effective date of this Lease) without regard to the applicability of such Act or the Act’s definition of ownership. Authority agrees that the buyout amount, in such event, shall be no less than 50% of the cost of such improvements plus the cost that would be incurred if Tenant and its operations were being relocated to an alternate location at the Airport. Within one hundred eighty (180) days, but not fewer than one hundred twenty (120) days, prior to the expiration of the First Option Term Tenant may request, by providing written notice to the Authority, that the Authority extend the First Option Term for an additional ten (10) years (the “Second Option Term”) under the same financial terms and conditions set forth herein, and without any further rights of extension. In the event the Authority

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refuses to so extend the First Option Term, or if the proposed extension contains provisions which are materially different from those contained in this Lease for the Initial Term and is therefore unacceptable to Tenant, and if Tenant is not in default in any material way under this Lease, the Authority agrees to purchase the Leasehold Improvements under the terms and conditions of the Federal Relocation Act (as it exists on the effective date of this Lease) without regard to the applicability of such Act or the Act’s definition of ownership. Authority agrees that the buyout amount, in such event, shall be no less than 25% of the cost of such improvements plus the cost that would be incurred if Tenant and its operations were being relocated to an alternate location at the Airport. In the event the Authority refuses to extend the Initial Term or the First Option Term as provided above, any financial obligation owed by the Authority pursuant to this paragraph will be paid by the Authority to Tenant on the termination date of this Lease.

There shall be no privilege of renewal hereunder except as specifically set forth in this Lease. At the Authority’s option, any holding over by Tenant after the expiration of this Lease shall be from day to day which may be terminated at any time by the Authority or Tenant, by giving thirty (30) days written notice to the other party. No acceptance of rent, fees or charges by, or act or statement on the part of, the Authority or its duly authorized agent, in the absence of a written contract signed by the Authority shall be construed as an extension of the term or as consent for any further occupancy.

J.Conveyance by Deed

INTENTIONALLY OMITTED.

K.Rent

During the twelve month period following the Effective Date of this lease or until such time as Tenant occupies the Premises following the construction of Tenant’s Leasehold Improvements, whichever occurs first, (“Construction Period”), Tenant shall not be required to pay any Base Rent. For the twelve month period following the expiration of the Construction Period (with such 12-month period and each 12 month period thereafter being herein called a “Lease Year”), beginning on the first day of the next full month following the date on which the Construction Period expires (herein called the “Rent Commencement Date”), Tenant shall pay or cause to be paid an annual rent for the Premises in the amount of $.11 per square foot of the Premises, payable in equal monthly installments, in advance. For the second Lease Year, Tenant shall pay an annual Base Rent of $.165 per square foot of the Premises, payable in equal monthly installments, in advance. For the third Lease Year, Tenant shall pay an annual Base Rent of $.22 per square foot of the Premises, payable in equal monthly installments, in advance. At such time as the survey is completed pursuant to Section (I) Paragraph C., Authority and Tenant agree to attach a rent schedule to this lease as Exhibit E. Such schedule shall show the actual monthly and yearly amount of the Base Rent for the first three Lease Years. Starting with the fourth Lease Year, and each Lease Year thereafter, the Base Rent shall be escalated pursuant to Section I(M) hereafter.

The Base Rent shall be payable to the Authority at Columbus Regional Airport Authority, P.O. Box 360476, Columbus, OH 43236, Attn: Accounts Receivable, without prior demand and without any abatement, except as may be provided elsewhere in this Lease.

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If Tenant fails to pay any Base Rent or additional charges provided herein within ten (10) days of the date it is due and payable, such unpaid amounts will be subject to a late payment charge equal to two percent (2%) of such unpaid amounts. Any payment that remains unpaid for more than thirty (30) days after its due date shall be subject to a per annum interest rate calculated at four percent (4%) above the average prime rate reported by the Wall Street Journal during the period such amounts remain outstanding.

Anything contained in this Lease to the contrary notwithstanding, Tenant’s obligation to pay Base Rent shall not commence until Authority has completed construction of the Ramp (as hereinafter defined) and the same is available for use by Tenant.

L.Net Lease

This Lease is a net lease, and the rent payable under this Lease, or any other agreement between Tenant and the Authority, including but not limited to the Airline Operating Agreement, and Commingling Fuels Agreement, shall be absolutely net to Authority at all times during the term of this Lease, so that this Lease shall yield to Authority the full amount of the rent throughout the term of this Lease. Unless otherwise specifically stated to the contrary herein, all costs, expenses, taxes, fees, charges, and other obligations of any character directly or indirectly relating to the Premises or the ownership, possession, use, occupation, operation, maintenance, repair, condition, alteration, improvement, or replacement of the Premises which arise or become due or payable during the term of this lease shall be paid by Tenant, whether or not specifically described in this Lease. The rent shall be paid to Authority when due and the other charges to be borne by Tenant under this Lease shall be paid when due, without demand or notice (except as otherwise provided in this Lease), and without any abatement, deduction, diminution, suspension, interruption, deferment, or reduction by reason of any claim, set-off, counterclaim, defense, or any other reason whatsoever. Except as expressly provided in this Lease to the contrary, this Lease shall continue in full force and effect during its full term, and all costs, expenses, taxes, fees, charges, and other obligations of Tenant under this Lease shall not be released, discharged, or otherwise affected by reason of: (a) any damage to or destruction of the Premises or any part thereof or any condemnation of the Premises or any part thereof; (b) any restriction or prevention of or interference with any use of the Premises or any part thereof unless caused by the Authority, its employees, agents, contractors or anyone for whom the Authority is responsible; (c) any inconvenience or interruption or loss of business caused by any past, present, or future legal requirements or insurance requirements; (d) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, or similar proceeding relating to Authority or any action taken with respect to this lease by any trustee or receiver of Authority or by any court of any such proceeding; (e) any claim which Tenant has or might have against Authority; or (f) any other occurrence whatsoever, whether similar or dissimilar to the foregoing and in each case, whether or not Tenant shall have notice or knowledge of any of the foregoing.

M.Rent Adjustment

Effective on the first day of the fourth Lease Year and each Lease Year thereafter, Base Rent shall be adjusted based upon a percentage equal to the change in the Index (“Escalation”). The amount of the adjustment shall be calculated thirty (30)

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days prior to the date the adjustment is to take effect using the increase in the most recently published Index as of thirty days prior to the Escalation as compared to the Index as of the same date twelve months prior.

N.Rights of Expansion

(1)Hangar/Sort Facility.  Authority hereby grants to Tenant the right and option, exercisable at any time prior to the expiration of the fifth Lease Year, to lease for the remaining balance of the Term of this Lease (including any Option Terms) an additional site containing approximately 3.43 acres of land as shown on Exhibit C attached hereto (the “Hangar/Sort Facility Expansion Area”) for the purpose of expanding its sort facility operations. In order to exercise this expansion option Tenant must give written notice of such exercise to Authority not less than sixty (60) days prior to the effective date of the leasing of the Hangar/Sort Facility Expansion Area. The leasing of the Hangar/Sort Facility Expansion Area shall be upon the same terms and conditions as are provided herein for the leasing of the Premises and shall be evidenced by an amendment to this Lease adding the Hangar/Sort Facility Expansion Area to the Premises.

During the Initial Term the Authority hereby grants to Tenant a right-of-first refusal that shall entitle Tenant to lease, or refuse to lease, the Hangar/Sort Facility Expansion Area at the same rent and on the other financial terms and conditions as those which may be offered to Authority by an unrelated person (herein called a “Third Party”) at any time following the expiration of the fifth Lease Year, subject to the conditions hereinafter provided; and during the Initial Term the Authority shall not lease the Hangar/Sort Facility Expansion Area to a Third Party without complying with the provisions of this Section I.M(1).

If Authority should, at any time following the expiration of the fifth Lease Year, receive from a Third Party a written offer to lease the Hangar/Sort Facility Expansion Area, then Authority, if it wishes to accept the offer, shall give Tenant written notice of such receipt and shall forward to Tenant a true copy of the offer. Tenant, within fifteen (15) days after receiving such notice and a copy of the offer, shall have the right to lease, or refuse to lease, the Hangar/Sort Facility Expansion Area at the same rent and on the other financial terms and conditions as those set forth in such offer; Tenant may exercise this right by giving to Authority within such period written notice of Tenant’s election to lease the Hangar/Sort Facility Expansion Area on such terms and conditions; and Tenant, within ten (10) days after giving such written notice of its election, shall enter into a binding lease with Authority for the Hangar/Sort Facility Expansion Area on such terms and conditions; provided that the term of such lease shall coincide with the remaining term of this Lease (including any Option Terms). If Tenant notifies Authority in writing that Tenant does not desire to exercise such right to lease, or if Tenant should fail, within such period, to give Authority written notice of its election, or if Tenant should fail, within the second mentioned period, to enter into a binding lease for the Hangar/Sort Facility Expansion Area, then Authority shall thereafter be permitted to lease the Hangar/Sort Facility Expansion Area to the Third Party who made such offer; and if Authority should do so, then the provisions of this Section I.N(1). shall be deemed to have been satisfied. If Authority should fail, within a period of 120 days, to lease the Hangar/Sort Facility Expansion Area to the Third Party as described herein or if the Hangar/Sort Facility Expansion Area should later become available during the Term of this Lease, then the right of first refusal hereby granted to Tenant shall again be applicable to any subsequent offer received by Authority during the Term of this Lease.

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(2)Office.  Authority hereby grants to Tenant the right and option, exercisable at any time prior to the expiration of the fifth Lease Year, to lease for the remaining balance of the Term of this Lease (including any Option Terms) approximately 5.2 acres of land shown on Exhibit D attached hereto (the “Office Expansion Area”) for the purpose of expanding its office operations. In order to exercise this expansion option Tenant must give written notice of such exercise to Authority not less than sixty (60) days prior to the effective date of the lease of the Office Expansion Area. The leasing of the Office Expansion Area shall be on the same terms and conditions as are provided herein for the leasing of the Premises and shall be evidenced by an amendment to this Lease adding the Office Expansion Area to the Premises.

O.Right to Operate and Develop Airport

Authority reserves the right to operate and to further add to, develop, improve, repair and alter the Airport and all roadways, parking areas, terminal facilities, aprons, landing areas and taxiways(together referred to as “Airport Improvements”), as it may see fit, regardless of the desires or views of Tenant, and without interference or hindrance by Tenant and free from any and all liability to Tenant for loss of business or damages of any nature whatsoever to Tenant occasioned during the making of, or because of, such Airport Improvements, and to establish such fees and charges for the use of the Airport by Tenant and all others as Authority shall deem advisable. However, if the Airport is closed for any reason for a period longer than five (5) days, or Tenant’s access to or use of the Premises, or access to the Airport runways, is obstructed for a period longer than five (5) days, Tenant’s Base Rent will abate until such time as the Airport is reopened or obstruction is removed, provided that, in either case, the Tenant is unable to use the Premises or does not have reasonable ingress and egress therefrom. Furthermore, any reduction in the area or taking by the Authority of the Premises for longer than a five (5) day period, shall result in a pro-rata reduction or abatement in Rent, commencing on the date of taking.

P.Right to Relocate Tenant

At any time after the end of the fifth Lease Year, if Authority determines that it needs the Premises for an Airport purpose in connection with the use, operation or development of the Airport, Authority shall have the right and option to relocate Tenant (and any other occupant of the Premises) to another site within Rickenbacker International Airport comparable to the Premises (and the Leasehold Improvements), in terms of access, size and quality. This relocation option shall be exercised by Authority giving notice to Tenant stating that Authority thereby exercises its relocation option under this section and setting forth the timetable for such relocation, which shall not occur less than six months after the date of Authority’s notice to Tenant. Authority shall be responsible for paying the cost of the relocated site and facility, except for any upgrades in the site or facility desired by Tenant, and reimbursing Tenant and its Subtenants for Tenant’s and Subtenant’s actual, direct, out-of-pocket moving costs and relocation expenses. Upon any such relocation, (i) Authority and Tenant shall enter into a new lease for the relocated site, on the terms and conditions as set forth in this lease, with appropriate adjustments, and this lease thereupon shall terminate, and (ii) subject to the provisions of such new lease regarding subleases, Tenant may enter into a new sublease with its Subtenants for the relocated site. Tenant may, as an alternative to relocation, elect to terminate this lease. In the event of such a termination compensation

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to the Tenant for the Leasehold Improvements shall be the greater of (a) the amount determined under the Federal Relocation Act or (b) the Undepreciated Leasehold Improvements Cost, plus the Authority shall pay the cost that would be incurred if Tenant and its operations were being relocated to an alternate location at the Airport. In the event the Authority relocates Tenant, or Tenant elects to terminate this Lease consistent with the terms of this paragraph, then any financial obligation owed by the Authority pursuant to this paragraph will be paid to Tenant on the date of relocation or upon the termination date of the Lease.

SECTION II

ADDITIONAL EXPENSES FOR THE TENANT

A.Utilities, Trash Disposal, Snow Removal

As soon as reasonably practical to facilitate Tenant’s construction schedule, but in no event later than March 31, 2004, Authority will provide electric, gas, water and sanitary sewer to the edge of the Premises. Authority will also provide access to the Tenant to common areas controlled by the Authority to the extent necessary for installation of connections, maintenance, and repairs of utility lines. Tenant will contract with and pay the appropriate suppliers for all fees and charges associated with water, stormwater, sewer, gas, electricity, telephone, cable, and other utilities and communications services used by Tenant or otherwise relating to the Premises, whether or not such services are billed directly to Tenant. Tenant will also procure, without cost to Authority, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying any such service to and upon the Premises. Unless caused by the negligence or intentional wrongful acts of the Authority, its employees, agents, contractors or anyone for whom the Authority is responsible, Authority will not be liable for any reason for any loss or damage resulting from an interruption of any of these services.

Tenant, at its sole cost and expense, will provide for the complete and sanitary handling and disposal, away from the Airport, of all trash, garbage, and other refuse resulting from operations on the Premises.

Tenant, at its sole cost and expense, will be responsible for any direct or indirect snow removal activity on the Premises. Tenant will be responsible for the necessary cooperation with the Authority to coordinate the overall Airport snow removal plan as it pertains to the Premises.

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B.Taxes and Assessments - Payments

Tenant will pay all taxes, including without limitation real estate and personal property taxes and assessments assessed, levied, confirmed, or imposed during the period commencing on the date the Ramp Contingency is either satisfied or waived, and continuing thereafter during the Term of this Lease (herein called the “Tax Term”):

1.Upon, measured by, or reasonably attributable to the cost or value of the Premises and Tenant’s equipment, furniture, fixtures, and other personal property and Leasehold Improvements located on the Premises regardless of whether title to such Leasehold Improvements is in Tenant or Authority;

2.Upon or measured by the Base Rent, any gross receipts tax or excise tax levied by the federal government or any other governmental body with respect to the receipt of Base Rent, but excluding any income or similar tax;

3.Upon or with respect to the possession, leasing, use, or occupancy by Tenant of the Premises.

As soon as practicable after receipt of the applicable tax statements from the appropriate governmental authority, Authority will deliver to Tenant a statement of amounts payable under this subparagraph. Tenant shall have the right, at its expense, to contest and appeal the valuation of Leasehold Improvements and its personal property and assessment of any tax based thereon.

Tenant shall prepay real estate taxes based on an estimate of the tax liability that will be owed. A portion of such amount shall be paid each month with Tenant’s Base Rent as Additional Rent. The amount to be prepaid each month against the tax liability, as Additional Rent, shall be equal to the sum of (i) one-sixth of the estimated tax bill for the six month tax period and (ii) one-sixth of the difference between the amount accrued in additional rent for taxes during the prior six month period and the actual amount of the tax bill for that tax period. Authority shall notify Tenant of the actual amount to be paid as additional rent for taxes during the upcoming six month period within thirty days of receiving the tax bill for the parcel. Taxes for the partial calendar year at the beginning of the Tax Term shall be prorated based on the number of days in such partial calendar year falling within the Tax Term hereof.

Upon the termination of this lease for any reason, Tenant shall pay Authority an amount equal to all real estate taxes and assessments in respect of or related to the Premises or the Tax Term, prorated to the date of termination based upon the most recent tax rates and property valuations available. The proration of real estate taxes and assessments at the termination of this Lease shall, at the option of Authority, be subject to readjustment after termination based upon the taxes and assessments actually levied in respect of or related to the Premises. If Authority elects to so readjust the proration of taxes and assessments after the termination of this Lease, Tenant shall pay to Authority its readjusted share of such taxes and assessments within 30 days after receipt of any notice therefor from Authority.

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C.Taxes and Assessments - Reimbursement

The Authority will reimburse Tenant for all the taxes paid or incurred pursuant to this Lease prior to July 31, 2004 if the Ramp Contingency is not satisfied or waived.

D.Taxes and Assessments - Parcels

In the event that the Premises is not designated as a separate parcel for real estate tax purposes at the date of this Lease, then Authority shall, at its cost and expense, attempt to cause the Premises to be designated as a separate parcel with the appropriate taxing authority.  Tenant shall cooperate with Authority in the processing of such request.

In the event that the Premises is not designated as a separate parcel for real estate tax purposes for any reason, Tenant shall pay or cause to be paid, when due, a portion of all installments of real estate taxes and assessments on the larger tax parcel of which the Premises is a part, determined as follows:

1.Tenant shall pay the portion of the taxes and assessments attributable to the land value of the Premises, and value of the buildings and improvements on the Premises as determined by the appropriate taxing authority pursuant to a written request made by Tenant for such apportionment; or

2.In the event that the taxing authority shall fail or refuse to provide the apportionment described in subsection (1) above, then Tenant shall pay the portion of the taxes and assessments attributable to the land value of the Premises and value of the buildings and improvements on the Premises as mutually determined by Authority and Tenant.

Tenant’s prepayment of estimated taxes with its monthly Base Rent payments shall satisfy its obligations under this Section II.D.

E.Insurance

Tenant will maintain in full force and effect and at its own expense commencing not later than the date Tenant starts construction of the Leasehold Improvements and continuing thereafter during the entire Term of this Lease, the following policy or policies of insurance.  If Authority’s insurance advisor reasonably concludes that these amounts or coverage(s) are no longer adequate, then such amount or coverage will be proportionately increased, or obtained, as the case may be; provided, however, in no event shall Tenant be required to obtain or maintain insurance which is in excess of or in addition to types and amounts of coverage typically required by the Authority with respect to projects of substantially comparable size, quality, type and location at the time of determination, which determination shall take into account all relevant factors, including the credit of Tenant, the nature of Tenant’s operations, and the like.

Authority, although an additional insured on the liability policies, will nevertheless be entitled to recovery under said policies for any loss occasioned to it, or its directors, officers, employees, public officials, agents, customers, invitees, and licensees by reason of the negligence of Tenant or its directors, officers, employees, public officials, agents, customers, invitees, and licensees.

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The company writing such policy will agree to give Authority not less than thirty (30) days’ prior written notice of any cancellation, of such insurance, or any reduction, or modification of such insurance which results in the limits of coverage being less than those required by this Section II. E.  Tenant may satisfy the coverage required herein under a blanket or umbrella policy with the Premises properly endorsed or scheduled thereunder.

1.Aviation General Liability Insurance, including property damage, insuring Tenant from and against all claims, demands, actions, or liability for injury to or death of any persons, and for damage to property arising from or related to the use or occupancy of the Premises or the operation of Tenant’s business.  Authority shall be listed as an additional insured on such policy.  This policy must contain, but not be limited to, coverage for airport premises, products and completed operations, hangarkeepers’ liability, blanket contractual, personal injury, liability arising out of the ownership, maintenance or use of owned, non-owned, or hired aircraft and automobiles.

2.The policy must have limits in amounts not less than $10,000,000.00 each occurrence.

3.Worker’s compensation insurance with a limit of no less than that amount required by law.

4.“All-Risk” perils, including, without limitation, vandalism and malicious mischief, to the extent of one hundred percent (100%) of the current replacement value of all Leasehold Improvements situated on the Premises.

5.Environmental insurance as described in Section VIII, Paragraph K.

All policies of insurance described in this paragraph will be issued by responsible companies, reasonably acceptable to Authority and qualified to write such coverages in the State of Ohio.  Certificates of such insurance, will be delivered to Authority as soon as possible upon the termination or expiration of the term of each existing policy.  All public liability, property damage, and other casualty policies (except for the environmental insurance required under Section VIII.K) will be written as primary policies, not entitled to contribution from, nor contributing with, any coverage which Authority may carry.

If Tenant fails either to acquire the insurance required pursuant to this paragraph or to deliver required certificates, Authority after 30 days’ written notice to Tenant may, but is not required to, acquire such insurance and pay the requisite premiums for Tenant.  Tenant shall reimburse such premiums to Authority upon demand.  If Authority elects not to purchase any required insurance, Tenants failure shall constitute a material breach of this agreement.

Authority and Tenant waive any rights each may have against the other for loss or damage to its property or property in which it may have an interest where such loss is caused by a peril of the type generally covered by property insurance with extended coverage or arising from any cause which the claiming party was obligated to insure against under this Lease.  Tenant agrees to cause its respective insurance companies insuring the Premises or insuring its property on Premises to execute a waiver of any

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such rights of subrogation.  Tenant waives any right of subrogation that its property insurers might otherwise have against the Authority.

SECTION III

TENANT’S CONDUCT

A.Use

Tenant will use the Premises to construct and operate an aircraft hangar and office facilities for the purpose of conducting the following business activities:

1.Checks, financial document, time-critical document and small package air delivery courier services.

2.Transporting life-saving medical items, including patient care products, organs, radiopharmaceuticals and blood.

3.Transport services for governmental agencies.

4.Private charter aircraft services.

5.On-demand cargo charter services.

6.Regulated cargo charter services, including hazardous materials and radiopharmaceutials.

7.Full FBO services.

8.Aircraft sales services.

The Premises will not be used by Tenant for any activity or in any manner which would lower the first-class character of Rickenbacker International Airport.  Tenant will use the Premises in a careful, safe, and proper manner.  Tenant will not use or occupy or permit the Premises to be used or occupied for any purpose or in any manner prohibited by the laws of the United States, or the State of Ohio, or the ordinances or codes of the municipality in which the Premises is now or may hereafter be located, or regulations or deeds of the Authority.  Tenant will conduct its business and control its employees, agents, invitees, sublessees and visitors in such manner so as not to create any nuisance, or interfere with, annoy, or disturb any other Airport tenant.  Tenant will not do anything which will increase the existing rate for insurance carried by the Authority (unless Tenant reimburses Authority for any such increase), or cause a cancellation of any insurance carried by Tenant or the Authority.

Additionally, Tenant shall be permitted to use the Premises for any legal aviation activities provided Tenant obtains the written approval by Authority prior to the conduct by Tenant of any use not specifically stated herein, which approval shall not be unreasonably withheld, conditioned, or delayed so long as (i.) such use is within the specifications and allowances permitted at the Airport, (ii.) such use is not prohibited by other agreements, rules, or regulations in place at the Airport, and (iii.) Tenant agrees to amend this agreement, or if required execute additional agreements, to permit said use.

B.Compliance with Laws, Rules and Regulations

Authority reserves the right to make other and further reasonable rules and regulations of general applicability as in its judgment may from time to time be needful for the safety and protection, care and cleanliness, and for the preservation of good order of the Premises and Airport properties, and Authority agrees that it will not discriminate against Tenant in its enforcement of such rules and regulations.  Tenant

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will, at its sole cost and expense, observe and comply with any such rules as enacted from time to time.

Tenant will, at its sole cost and expense, observe and comply with any and all valid and applicable requirements of duly constituted public authorities and with all Federal, State, and local statutes, ordinances, rules, regulations, [together with all regulations, policies, and directives implemented by the Authority to comply with regulations relating to Airport Security as set forth in 49 CFR Parts 1540 & 1542 Transportation Security Regulations and 14 CFR Part 139 Federal Aviation Regulations] and standards applicable to Tenant, the Premises, and all other areas of the Airport as they currently exist or as they may be amended in the future.  These requirements include all those now in force, or which may hereafter be in force, which shall impose any duty upon Authority or Tenant with respect to the use, occupation or alteration of the Premises, including but not limited to, reasonable rules and regulations of uniform application promulgated from time to time by or at the direction of Authority.  Notwithstanding the foregoing, in the event that as a result of changes in the law, or governmental policies regarding enforcement of the law occurring after the date hereof, the Tenant is unable to lawfully occupy the Premises, carry on the Uses at the Premises or substantial amounts will be required for capital improvements to the Premises in order to comply with such changes, the Tenant may, at Tenant’s election, terminate this Lease, provided that no termination of the Lease shall act to limit Tenant’s responsibility for compliance with Environmental Laws or Regulations.  If any such termination results from a change in the law or governmental policies regarding enforcement of the law that was initiated by the Authority, then the Authority shall pay to Tenant the Undepreciated Leasehold Improvements Cost.

C.Storage Activities

Tenant will provide and use suitable covered receptacles for all garbage, trash and other refuse, and keep such receptacles outside of public view.  Tenant will not pile or store boxes, cartons, drums, aircraft tires, or similar items on the outside of any building or within public view on the Premises or dump any industrial waste or other prohibited or regulated waste in any sanitary or storm sewer systems.

All drums, containers, equipment or storage units, will at all times in a conspicuous place identify the Tenant’s name for ownership purposes.  If drums, aircraft tires, containers, equipment, storage units, or similar items are placed in a conspicuous location, Authority reserves the right to notify Tenant and request removal.  If removal is not accomplished within thirty (30) days of Authority’s written notification to Tenant, Authority reserves the right to remove said drums, aircraft tires, containers, equipment, storage units, or similar items and bill Tenant for the costs of removal.

D.Assignments and Subleases

Tenant will neither assign this Lease in whole or in part nor sublease all or part of the Premises without Authority’s prior written consent.  An assignment or sublease without Authority’s prior written consent will be void at Authority’s option.  Tenant may assign or sublease all or part of the Premises to an affiliated company or any successor by virtue of merger, acquisition, or consolidation of Tenant as a whole without Authority’s prior consent, provided that Tenant shall not be released from its obligations under the

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Lease.  Any assignee or sublessee shall be liable to the Authority to the same extent as Tenant and shall be bound by all terms and conditions contained herein.

If Tenant requests Authority’s consent to a specific assignment or sublease, Tenant will give Authority: (1) the name and address of the proposed assignee or subtenant; (2) a copy of the proposed assignment or sublease; (3) information satisfactory to the Authority about the nature, business and business history of the proposed assignee or subtenant, and its proposed use of the Premises; (4) banking, financial or other credit information, and references about the proposed assignee or subtenant sufficient to enable Authority to determine the financial responsibility and character of the proposed assignee or subtenant; and, (5) Insurance information as required in Section II.

Should the Tenant sublease the Premises or a portion of the Premises to any entity which is not an affiliate or successor of the Tenant, Tenant will pay Authority as additional rent, the Airport Use Fees as identified in the Schedule of Rates and Charges on any and all rents, additional charges, or other consideration payable to Tenant by its sublessees which are in excess of the Base Rent accruing under this Lease during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant under the Lease) pursuant to the terms hereof.  Any sums payable under this paragraph will be paid to Authority as and when payable by the sublessee to Tenant.

E.Signs

No signs, displays, antennas, advertisements or construction of any nature which may constitute a hazard to air navigation or Airport operations will be erected.

Without the prior written consent of Authority, which Authority will not unreasonably withhold or delay, Tenant will not place or permit to be placed any sign, display, advertisement, or other signage upon the Premises.  Upon request of Authority, Tenant will immediately remove any sign, advertisement, display or other signage which Tenant has placed or permitted to be placed in violation of the preceding sentence, and if Tenant fails to do so, Authority may enter the Premises and remove such sign, display, advertisement or other signage at Tenant’s expense.  Tenant will comply with such regulations as may from time to time be promulgated by Authority governing signs, display, advertisement, or other signage on Airport properties.

The Authority’s review may require signage of consistent style, design, and material of other signage, buildings, and improvements then existing, in the process of construction, or planned at the Airport.  Approval requests for the erection of signage will be submitted by Tenant to the Authority at least thirty (30) days prior to Tenant’s desired approval date.

F.Motor Vehicles/Equipment

Tenant will require its employees, agents, tenants, and contractors to park in designated parking areas.  Tenant covenants and agrees that there will be absolutely no parking of any kind on any taxiway, ramp area, runway or any area frequented by aircraft.

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No automobiles or other vehicles will be parked in front of, or in, any entrance to a building, runway, taxiway, gateway nor sufficiently near any said entrance to interfere with vehicles receiving or discharging goods at said entrance or which will interfere with the convenient use of Airport properties, or the functioning of Airport operations or Airport safety.  No fuel truck will be parked within fifty (50) feet of any building.  No automobiles or other vehicles will be operated on the air side of the Premises without prior approval of the Authority.

All inoperable vehicles or equipment will be removed from the Premises within thirty (30) days, unless written approval is obtained from the Authority.  After this time period expires the Authority reserves the right to tow any inoperable vehicles with twenty-four (24) hours verbal notice.

SECTION IV

GIVING THE TENANT RIGHTS

A.Authority’s Service

Authority will extend and provide to Tenant the same fire and police protection, and other services which are provided for, or extended to, other similar tenants and facilities at the Airport.

B.Quiet Enjoyment

If Tenant will promptly pay the Base Rent, fees, or charges, and perform all of the covenants and agreements herein stipulated to be performed on Tenant’s part, Tenant will have the peaceable and quiet enjoyment and possession of said Premises during the Term of this Lease.

In addition, the Authority warrants and represents to Tenant that the Authority (a) is the owner of fee simple title to the Premises, (b) has full right, power and authority to enter into this Lease with Tenant, and (c) there are no recorded or unrecorded agreements or other documents not specifically disclosed herein which could have any material adverse impact on Tenant’s ability to use the Premises for the Uses contemplated and described herein.

C.Ingress and Egress

Tenant will have a nonexclusive right and privilege over the roadways and public areas near or adjacent to the Premises for ingress to and egress from the Premises.  Tenant will have the nonexclusive right and privilege to use public common areas of the Airport, including parking lots, runways, taxiways, aprons, roadways, flood lights, signals and other conveniences and improvements for the take-off and landing of aircraft.

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SECTION V

CONSTRUCTION OBLIGATIONS

A.Leasehold Improvements to be Constructed by Tenant

Tenant agrees to commence construction of an approximately one hundred and thirty two thousand (132,000) square foot hangar complex within one hundred and eighty (180) days following the expiration of the Ramp Contingency Period (as hereinafter defined) as shown on the Site Dimension Plan attached hereto as Exhibit I.  Tenant agrees to complete said improvements and occupy the Premises for the conduct of its Airport business operations within one-year of commencing construction on such improvements; provided that such period shall be extended by the period of (i.) any delays caused by labor disputes, material shortages, weather, acts of God, or other causes beyond Tenant’s control, and (ii.) any delay in the completion of construction of the Ramp (as hereinafter defined) beyond the deadline established in Section V. (B.) hereof; and provided, further, that Tenant shall use its good faith and reasonable efforts to shorten any such delay period.

All improvements on the Premises which are constructed by Tenant, including the future expansion of the hangar, shall be owned by the Tenant during the term of this Lease and Tenant shall be entitled to depreciate the cost of such improvements (such improvements shall be referred to herein collectively as the “Leasehold Improvements”).

The Authority shall have the right to approve, which shall not be unreasonably withheld or delayed, the plans and specifications prior to commencement of construction of the Leasehold Improvements.  Tenant shall supervise the construction of the Leasehold Improvements and shall perform all services and functions necessary to complete construction of the Leasehold Improvements in accordance with the approved plans and specifications, the Development Standards, and all permits and other governmental requirements.

The Authority shall provide Tenant a construction staging site, acceptable to Tenant and in close proximity to the Premises.  Tenant shall vacate staging site upon completion of construction and shall return the site as nearly as possible to its original condition.

B.Site Preparation and Construction of Improvements

Authority has agreed and does hereby agree to provide Tenant with a developable site.  Authority and Tenant have agreed upon certain site preparation work that needs to be completed to provide Tenant with such a clear developable site (“Site Preparation Work”) and that work is set forth in Exhibit J. Authority shall pay for up to $350,000 of Site Preparation Work to be performed by Tenant’s contractor as part of the construction process.  Prior to Tenant expending funds for Site Preparation Work that is to be reimbursed by Authority, Tenant and Authority shall agree, in writing, upon the Site Preparation Work to be performed by Tenant’s contractor and the cost to be paid.  If the parties agree the cost of the Site Preparation Work will exceed $350,000, the amount above $350,000 which is spent on the work, which shall not exceed the amount agreed upon in writing, shall be paid by Tenant and Tenant shall be relieved from its obligation to pay Base Rent for a period of time equal to the number of months obtained when such excess amount is divided by the monthly Base Rent amount otherwise due

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hereunder.  Tenant shall present Authority with a receipt showing evidence of the completion of and payment for such Site Preparation Work.  For the first $350,000 of Site Preparation Work, Authority shall reimburse Tenant within 30 days of receipt of documentation evidencing expenditure of such amount.  Tenant shall not include in the Site Preparation Work the removal, altering, or disturbance of any underground steam lines or utility lines that will not interfere with Tenant’s construction of the Leasehold Improvements or the overall development of the Premises and which can be left unexposed and undisturbed in accordance with applicable law, including all federal, state, and local laws, statutes, regulations, ordinances, codes, rules, and other governmental restrictions and requirements relating to the environment and Hazardous Substances.

Authority shall construct approximately ten acres of public aircraft parking ramp (the “Ramp”) adjacent to the Premises in accordance with the plans and specifications agreed upon by the Authority and Tenant, which shall include constructing the ramp to FAA specifications to accommodate at a minimum G5 aircraft.  A preliminary drawing of the Ramp is attached hereto as Exhibit K. Authority shall commence construction of the Ramp not later than June 30, 2004 and will have the Ramp open and available for Tenant’s use concurrent with the completion of Tenant’s Leasehold Improvements.  In the event construction on the Ramp is not completed concurrent with the completion of Tenant’s Leasehold Improvements the Authority agrees to provide Tenant uninterrupted access to Runway 28L at Port Columbus until construction of the Ramp is complete and reimburse Tenant for all damages directly related to the delay.  In the event the Authority fails to complete the Ramp and make it available to Tenant for Use within one hundred eighty (180) days of the completion of Tenant’s Leasehold Improvements, Tenant shall have the right to terminate this agreement.  In the event of such termination the Authority shall purchase the Leasehold Improvements and reimburse Tenant consistent with the termination provisions found in Section I. P. “Right to Relocate Tenant”.  Tenant agrees to coordinate construction on the Premises with the Authority to prevent delay in completion of the Ramp.  In the event actions or inactions of Tenant, its contractors, agents, or others under its control cause delays in the Ramp construction and such a delay results in damages to the Authority, Tenant agrees to reimburse Authority for all damages directly related to the delay.

Tenant intends (but is not obligated) to commence construction of the Leasehold Improvements prior to the Authority’s commencement of construction of the Ramp.  If the Authority encounters delays in the construction of the Ramp not caused by the Tenant, its contractors, agents, or others under its control and, in order to limit the delay damages for which Authority may be liable to Tenant under the provisions of the preceding paragraph, requests that Tenant delay or suspend construction of the Leasehold Improvements, Tenant shall be under no obligation to delay or suspend construction of the Leasehold Improvements unless the Authority, at the time it requests such delay or suspension, also agrees to reimburse Tenant for all damages directly related to the delay that Tenant may incur as a result of any such delay in, or suspension of, construction of the Leasehold Improvements.

As provided above the Authority shall begin construction of the Ramp not later than June 30, 2004.  If the Tenant encounters delays in the construction of the Leasehold Improvements not caused by the Authority, its contractors, agents, or others under its control and, in order to limit the delay damages for which Tenant may be liable to Authority under the provisions of this Lease, requests that Authority delay or suspend

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construction of the Ramp, Authority shall be under no obligation to delay or suspend construction of the Ramp unless the Tenant, at the time it requests such delay or suspension, also agrees to reimburse Authority for all damages directly related to the delay that Authority may incur as a result of any such delay in, or suspension of, construction of the Ramp.

Authority and Tenant acknowledge that the Premises is a part of Authority’s planned commercial, industrial, and aviation-related development at Rickenbacker International Airport.  It is the intention of Authority and Tenant that the exact configuration and master planning of the Premises shall be reasonably compatible with the land use planning of the entire Rickenbacker International Airport.  Accordingly, all site and exterior elevation drawings and renderings with respect to the construction of the Tenant’s Leasehold Improvements such as Tenant’s offices, sort facility, maintenance and aircraft hangars and employee parking areas and any other improvements to be constructed, which Tenant may from time to time prepare for the development of the Premises, shall be reviewed in accordance with and pursuant to the Development Standards.

Prior to commencing construction, Tenant shall obtain all necessary permits and approvals required with respect thereto, including without limitation approval by the Authority of the plans and specifications for the Leasehold Improvements in accordance with the Development Standards.

If Tenant fails to commence construction of the Leasehold Improvements within 180 days following the expiration of the Ramp Contingency Period for any reason, or fails to complete construction of the Leasehold Improvements within the time period set forth in Section V.A, then Authority shall have the right to terminate this Lease and in connection with such termination shall have all of the rights set forth in Section IX, A. “Authority” plus Tenant shall be responsible and reimburse Authority for all of Authority’s costs related to site preparation for the Premises.  Authority shall exercise such termination right by giving written notice to Tenant as follows: (a) if the termination is the result of Tenant’s failure to commence construction, such notice shall be given within 60 days after the termination of such 180 day period at any time prior to Tenant’s commencement of construction; and (b) if such termination is the result of Tenant’s failure to complete construction, then such notice shall be given within 60 days of the expiration of the time period specified in Section V.A.  Any such termination shall be effective immediately upon Tenant’s receipt of such notice.  If Authority does not give such notice to Tenant as provided in the previous sentence, then such termination right shall automatically terminate and, thereafter, Authority shall have no right to terminate this Lease due to Tenant’s failure to commence or complete construction of the Leasehold Improvements.

Construction of the Leasehold Improvements shall be deemed “commenced” for purposes of this section upon the occurrence of all of the following: (a) Tenant obtaining approval of the plans and specifications for the Leasehold Improvements pursuant to the Development Standards; (b) Tenant obtaining all necessary building permits and other governmental approvals authorizing construction of the Leasehold Improvements; (c) Tenant’s execution of a construction contract (s) for the construction of the Leasehold Improvements with a contractor(s) qualified to do construction business in the State of Ohio; and (d) actual commencement of construction pursuant to such construction contract(s).

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All costs relating to the construction described in this section (other than the cost to construct the Ramp and the first $350,000 of Site Preparation work both of which shall be paid by the Authority) shall be paid when due by Tenant so that at all times before, during, and after the construction, the Premises shall be free from any and all liens or rights to liens of persons or organizations furnishing labor or materials therefor and all other security interests or claims whatsoever created by Tenant. Nothing contained in this section shall be deemed or construed as constituting the request or consent by Authority, express or implied, to a contractor, subcontractor, laborer, or materialman to perform any work or labor or furnish any materials for construction of the Leasehold Improvements on the Premises, nor as giving Tenant any authority or power to contract for services or materials which could give rise to a lien upon Authority’s interest in the Premises. If any lien shall be filed or claimed against the Premises in connection with or relating to Tenant’s construction, Tenant shall, within 60 days after the date of its filing, either: (a) cause the same to be discharged or otherwise secured to Authority’s reasonable satisfaction, or (b) serve written notice to commence suit upon the lienholder, in accordance with §1311.11, Ohio Revised Code, or any law of similar tenor or effect, and thereafter, if suit is commenced upon such claim, Tenant shall, in accordance with §1311.11, Ohio Revised Code, obtain a surety bond and release of such lien, and diligently and in good faith defend its position against such claim, and comply with the final decision of the court upon such claim. If Tenant fails to do either (a) or (b) above, Authority may do so at its option and Tenant shall reimburse Authority upon demand for any and all reasonable costs and expenses of Authority in doing so (including without limitation any costs of surety bonds, court costs, and attorneys’ fees in discharging the lien under §1311.11, Ohio Revised Code, or any law of similar tenor or effect).

Upon the termination of this lease, the Leasehold Improvements shall become a part of the Premises and shall be the property of Authority to the same extent as if the Leasehold Improvements had been on the Premises on the Effective Date, and the Leasehold Improvements shall be surrendered with the Premises to Authority upon termination of this lease.

C.Tenant Working Drawings

Tenant will cause working drawings for the Leasehold Improvements (“Tenant Working Drawings”) to be prepared and delivered to Authority within ninety (90) days after the Effective Date of this Lease. Tenant Working Drawings will include Tenant’s building layout, detailed plans, and specifications for the construction of the Leasehold Improvements called for under this Lease. Authority shall review such plans within ten (10) business days after submission by Tenant and shall provide any comments thereto in writing to Tenant within such period. Thereafter Tenant shall revise such plans and resubmit to Authority for review and approval as provided herein. Failure of Authority to provide any comments within said ten 10) business day period shall be deemed an approval by the Authority.

D.FAA/TSA Review and Approval

All construction will be subject to the review and approval of the Federal Aviation Administration (“FAA”) and/or the Transportation Security Administration (“TSA”). Tenant shall cause its Architect/Engineer to certify that all Leasehold Improvements made on the Premises are in compliance with FAA/TSA standards. In the event that any

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modification required by FAA or TSA substantially impacts the schedule of construction, the deadlines for completion of construction as contained in this Lease shall be extended for sufficient time to make such modifications. In no event will Tenant be required, pursuant to this paragraph, to accept any modification that materially and substantially interferes with the beneficial use and enjoyment of Tenant’s Leasehold Improvements unless Authority agrees to a corresponding reduction in the Base Rent.

E.Costs of Tenant Working Drawings

Tenant will pay for the preparation of Tenant Working Drawings. All revisions to the Tenant Working Drawings which constitute a material change to the approved Leasehold Improvements will be subject to Authority’s prior approval, which approval shall not be reasonably withheld, conditioned or delayed.

F.Tenant Cost Proposal

At the time it delivers Tenant Working Drawings, Tenant will deliver to Authority a cost proposal for constructing the Leasehold Improvements for the Premises in accordance with the Tenant Working Drawings. Tenant’s Working Drawings will set forth the cost to Tenant of constructing the Leasehold Improvements and a projected completion date for such construction.

G.Effect of Approval

Upon review and approval of Tenant’s Working Drawings, Authority shall issue a letter of approval to Tenant. Authority’s approval of the Tenant Working Drawings (initial or revised) will constitute Authority’s acknowledgment that such proposal correctly depicts the proper layout and design for any and all Leasehold Improvements on the Premises desired by Tenant. The approval given by Authority of any Tenant Working Drawings will not constitute a representation or warranty as to their conformance to applicable statutes, ordinances, building codes, fire codes, health codes, and rules and regulations (including, but not limited to federal, state and local environmental regulations), and responsibility therefor will at all times remain with Tenant.

H.Tenant Work Permit

Tenant will comply with Authority’s Tenant Work Permit program (Exhibit L), as it now exists or as may be modified, before performing any construction, maintenance, or alterations to the Premises after initial construction of the Leasehold Improvements.

I.Construction Site

During the construction of the Leasehold Improvements and any future expansion thereof, Authority shall with the assistance of Tenant, or its employees or agents, select a construction staging site or sites that are reasonably convenient to the Premises and grant Tenant a license to use such site during the term of the construction.  All terms of this Lease shall apply to such site, except no rent or other usage fees shall be payable therefore, Tenant shall return the site to its prior condition after the completion of the construction, and the use of the site shall be for construction related purposes only.

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SECTION VI

PRESERVING THE PREMISES

A.Repairs and Maintenance

Subject to the provisions of Section VIII.J., Tenant will, at its sole cost and expense, maintain the Premises and make repairs, restorations, and replacements to the Premises and any and all Leasehold Improvements thereon, as and when needed, to bring the Premises into compliance with applicable building codes, or federal, state, or environmental requirements, and to preserve them in good working order and condition, regardless of whether the repairs, restorations, and replacements are ordinary or extraordinary, foreseeable or unforeseeable. All such repairs, restorations, and replacements will be of good quality. If Tenant fails to make such repairs, restorations, or replacements within 30 days of the receiving notice of a request therefore from Authority, Authority may make them at the expense of Tenant and such expense will be collectible as additional rent and will be paid by Tenant within thirty (30) days after delivery of a statement for such expense.

B.Obstruction Lights

Tenant, at its sole cost and expense, will require any lights on the Premises to be constructed, focused or arranged in a manner that will prevent them from casting their beams in an upward direction so as to interfere with the vision of pilots in aircraft landing or taking off from the Airport.

C.Alterations

After the Leasehold Improvements to the Premises are made, Tenant will not make any alterations, additions, or improvements to the Premises or any structures thereon (other than interior, non-structural improvements), without first obtaining Authority’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Authority agrees to allow future expansion of the hangar within the Premises, subject to the Authority’s review and approval as provided herein. All alterations, additions, fixtures, and improvements, whether temporary or permanent in character, made to the Premises by Tenant, will immediately become Authority property at the end of the Term of this Lease and will remain on the Premises without compensation to Tenant.  Any alterations, additions, or improvements to the Premises consented to by Authority will be made by Tenant at Tenant’s sole cost and expense according to plans and specifications approved by Authority pursuant to the Authority’s Tenant Work Permit Program.

D.Inspections

Tenant will permit the Authority or its agents, during normal business hours, to inspect the Premises and any property located thereon, and to take any such action with respect thereto as Authority deems reasonable and necessary to enforce this Lease, to enforce all applicable laws and regulations, and to protect persons and property, provided that Authority shall give Tenant at least 24 hours prior notice of its intent to enter the Premises, except in the event of an emergency.

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E.Surrender

At the expiration of the original Term, or any extension or renewal period, or earlier termination of the Lease, Tenant will surrender the Premises in good order and condition, ordinary wear and tear which could not have been prevented through reasonable maintenance and insured casualties excepted. At the end of this Lease if Tenant is not then in default, Tenant may remove from the Premises any trade fixtures, signage, equipment, and movable furniture placed on the Premises by Tenant, whether or not such trade fixtures, signage, or equipment are attached to the Premises. Tenant will not remove any trade fixtures, signage, or equipment without Authority’s prior written consent if the removal of such fixtures or equipment will impair structures on the Premises. Tenant will fully repair any damage occasioned by the removal of any trade fixtures, signage, equipment, furniture, alterations, additions, and improvements. All trade fixtures, signage, equipment, furniture, alterations, additions, and improvements not so removed will conclusively be deemed to have been abandoned by Tenant and may be disposed of by Authority without notice to Tenant or to any other person and without obligation to account for them. Tenant will pay Authority all net expenses incurred in connection with Authority’s disposition of any property which, at the time of installation or construction, Authority designated as being subject to mandatory removal by Tenant at the end of the term, including without limitation the reasonable cost of repairing any damage to structures or Premises caused by removal of such property.

SECTION VII

PRESERVING THE AUTHORITY’S INTEREST IN IMPROVEMENTS

A.Damage and Destruction

If the Premises are damaged, destroyed, or rendered unusable by any cause, Tenant will notify the Authority promptly after the discovery of the damage, destruction, or condition rendering the Premises unusable (together referred to as “damage”). The Premises is considered damaged if any event occurs to the Premises that limits Tenant’s use of the Premises, or requires repairs to the Premises that are estimated to cost more than 5% of the initial construction cost of the Leasehold Improvements. If the Tenant fails to notify the Authority within fifteen (15) days from the discovery of the damage then the election not to repair (as identified below in Item 2) is not available to the Tenant. Within thirty (30) days of discovery of the damage Tenant will give Authority notice of the time that is needed to repair such damage and the election (if applicable) that Tenant has made according to the following items (the date such notice is given is herein called the “Notice Date”):

1.If the Premises are damaged, destroyed, or rendered unusable by any cause to an extent that can be repaired within ninety (90) days after the commencement of repair, Tenant will repair the damage. Tenant will promptly (or upon receipt of proceeds if the loss is insured) repair or rebuild the damaged Premises at Tenant’s expense, so as to make the Premises at least equal in value to the Premises existing immediately prior to such occurrence and as nearly similar in character as is practicable and reasonable. In that event this Lease will continue in full force and effect except that monthly rent will be abated, at a level consistent with the level of damage, from the Notice Date until the

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completion of repair, but in no event more than ninety (90) days from the Notice Date, or

2.If the Premises are damaged, destroyed, or rendered unusable by any cause to an extent which can not be repaired within ninety (90) days after the commencement of repair, then:

a.Tenant may elect not to repair the damage. If Tenant elects not to repair such damage, then Tenant shall submit to the Authority an amount needed to make the Premises at least equal in beneficial use and enjoyment to the Premises existing immediately prior to such occurrence and as nearly similar in character as is practicable and reasonable. If the loss is insured, this amount shall be equal to the net insurance proceeds, plus the amount of the deductible, less an amount equal to the Undepreciated Leasehold Improvements Cost. Upon submittal of said amount, Tenant may cancel this Lease effective as of the Notice Date, or

b.Tenant may elect to repair the damage. If Tenant elects to repair such damage, Tenant will promptly (or upon receipt of proceeds if the loss is insured) repair or rebuild the Premises at Tenant’s expense, so as to make the Premises at least equal in beneficial use and enjoyment to the Premises existing immediately prior to such occurrence and as nearly similar in character as is practicable and reasonable. In that event this Lease will continue in full force and effect, except that monthly rent will be abated from the Notice Date until the completion of repair, but in no event more than one-hundred and eighty (180) days from the Notice Date.

B.Eminent Domain

If any portion of the Premises is taken by right of eminent domain or by condemnation so that the taking renders the Premises unsuitable for Tenant’s Uses, then this Lease, at the option of either Authority or Tenant, exercised by giving written notice to the other of such termination within thirty (30) days after such taking, will terminate, and the Base Rent and all other sums payable under this Lease will be duly apportioned as of the date of such taking. Tenant will surrender the Premises and all interest under this Lease to Authority, and in the event the Authority is the taker of the property the Authority will pay to Tenant for the taking an amount equal to (a) the Undepreciated Leasehold Improvements Cost, plus (b) Tenant’s cost to relocate to an alternate facility comparable to the Premises. If Authority is not the condemning authority, then any condemnation award or payment in lieu thereof shall be paid as follows: first, to Tenant, an amount equal to the Undepreciated Leasehold Improvements Cost; second, to Tenant, Tenant’s relocation expenses; third, the balance to Authority.

If any portion of the Premises is taken by right of eminent domain or by condemnation, so that the Premises remains suitable for Tenant’s Uses, then the Base Rent payable by Tenant for the balance of the Term will be abated in the proportion that the leasable area of the Premises taken bears to the leasable area of the Premises immediately prior to such taking. Tenant shall be entitled to receive and use any condemnation award (or payment in lieu thereof) to pay the cost of any restoration necessitated by the taking.

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SECTION VIII

PROTECTING THE AUTHORITY

A.Indemnification

Except for matters resulting from the negligence or intentional wrongful acts of Authority or its directors, officers, employees, public officials or agents, Tenant will indemnify and hold harmless Authority and its directors, officers, and employees, public officials, and agents, against, any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, damage to property, any other personal injury, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) the use or occupancy of the Premises by Tenant, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Premises under the express or implied invitation of Tenant, or any person claiming under Tenant; (2) any activity, work, or thing done, or permitted or suffered on or about the Premises by Tenant, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Premises under the express or implied invitation of Tenant, or any person claiming under Tenant; (3) any acts, omissions, or negligence of Tenant, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Premises under the express or implied invitation of Tenant, or any person claiming under Tenant; (4) any breach, violation, or nonperformance by Tenant, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Premises under the express or implied invitation of Tenant, or any person claiming under Tenant, of any term, covenant, or provision of this Lease or any law, ordinance, or governmental requirement of any kind; or, (5) any injury or damage to the person, property, or business of Tenant, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Premises under the express or implied invitation of Tenant, or any person claiming under Tenant. If any action or proceeding is brought against Authority, its directors, officers, employees, public officials, or agents, by reason of any such claim, Tenant, upon notice from Authority will defend the claim at Tenant’s expense with counsel satisfactory to Authority.

B.Waiver and Release

Tenant waives and releases all claims against Authority, its directors, officers, employees, public officials, and agents, customers, invitees, and licensees with respect to all matters for which Tenant has indemnified Authority and its directors, officers, employees, public officials, customers, invitees, and licensees as provided in Section VIII. A. above

C.Subordination

This Lease will be subordinate to the provisions and requirements of any existing or future agreement between the Authority and the United States, relative to the development, operation, or maintenance of Rickenbacker International Airport, provided that in the event such existing or future agreements substantially alter the terms and conditions of this Lease, Tenant will have the option to terminate this Lease, whereupon Authority shall pay to Tenant the Undepreciated Leasehold Improvements Cost.

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D.Penalties and Fines

Tenant covenants and agrees to pay (or reimburse Authority) within thirty (30) days of written notice, and to indemnify, defend and hold Authority harmless from liability for, any and all penalties or fines imposed against Authority by any Federal, State, or local governmental body (especially those relating to Airport Security as set forth in 49 CFR Parts 1540 & 1542 Transportation Security Regulations and 14 CFR Part 139 Federal Aviation Regulations) on account of, or arising from, any acts or omissions of Tenant, its contractors, agents, employees, invitees, or visitors upon the Premises or Airport properties.

E.Non-Waiver of Rights

No receipt of money by Authority from Tenant with knowledge of the breach of any covenants of this Lease, or after the termination hereof, or after the service of any notice, the commencement of any suit or final judgment for possession of the Premises, will be deemed a waiver of such breach, nor will it reinstate, continue or extend the Term of this Lease or affect any such notice, demand or suit.

Payment by Tenant or receipt by Authority of a lesser amount than the Base Rent, fees, or charges herein stipulated will not be deemed to be other than on the account of the earliest stipulated Base Rent, fees, or charges, nor will any endorsement or any statement on any check or any letter accompanying any check or payment as Base Rent, fee or charge be deemed an accord and satisfaction, and Authority may accept such check or payment without prejudice to Authority’s right to recover the balance of such Base Rent, fee or charge, or pursue any other remedy available to Authority.

No delay or failure on the part of Authority in exercising or enforcing any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other, or further exercise thereof or the exercise of any other right, power, or privilege.

No act done or thing said by Authority or Authority’s agents or employees will constitute a cancellation, termination or modification of this Lease, or a waiver of any covenant, agreement or condition hereof, nor relieve Tenant from Tenant’s obligations to pay the Base Rent, fees or charges to be paid hereunder. Any waiver or release by Authority, and any cancellation, termination or modification of this Lease, must be in writing signed by Authority.

F.Right to Utility Easement

Authority reserves the right for itself and others to use existing utility easements over, under or across the Premises and to run water, sewer, electrical, telephone, gas, drainage, and other lines over, under or through the Premises and to grant necessary utility easements therefor, provided that in the exercise of such rights Authority will (a) first notify Tenant of its intent to exercise such rights and reach agreement with Tenant on the scheduling of any work attendant thereto, (b) not unreasonably interfere with Tenant’s Uses of the Premises, and (c) repair any damage to the Premises and Leasehold Improvements thereon caused by Authority as a result of the exercise of such reserved rights. Authority also reserves the right to utilize any existing surface,

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overhead and underground pipes, pumps, utility lines, or hydrant systems on the Premises as are necessary to supply water or telephone service, natural gas, electricity, sanitary sewer service or other utility service to other portions of Airport or tenants thereon.

G.Environmental

Tenant is advised and acknowledges receipt of certain information that the Premises formerly constituted an active military installation of the United States. As such, the United States engaged in activities involving pollutants, contaminants, hazardous substances, and ordnance and explosives at, adjacent to and near the Premises. Authority has evaluated the environmental condition of the Premises, and based on that evaluation warrants and represents to Tenant that the Premises are suitable for Tenant’s permitted Use. In the event that Authority becomes aware of any new information concerning pre-existing environmental conditions at the Premises, Authority will promptly provide such information to Tenant.

Tenant shall permit Authority, Authority’s agents and contractors or those pursuing remediation activities on behalf of the United States reasonable access to and entry upon the Premises, with reasonable advance notice to Tenant.  Reasonable efforts will be made to avoid or minimize disruption to Tenant’s activities during such entry. In the event such entry does disrupt Tenant’s activities the Authority shall make available comparably sized ramp space as well as other necessary space and access in as close proximity to the Premises as is reasonably possible without disrupting Tenant’s operation.

A portion of the Ramp is leased to the Authority by the United States Government, acting by and through the Department of the Air Force, pursuant to Lease Number BCA-Rick-12-97-0101, executed on November 18, 1997, as amended by 4 supplemental agreements (“Air Force Lease”). Tenant is specifically informed of the primacy of the Government’s rights in that portion of the Ramp affected by the Air Force Lease with respect to environmental restoration, as expressed in, inter alia, section 10.8 of the Air Force Lease.

Tenant shall have no recourse, claim, cause of action, or grounds for alleging breach or denial of quiet enjoyment against Authority to the extent allowed by the United States in that certain deed from the Air Force to Authority (a copy of which is attached hereto as Exhibit F and called “Deed”) based upon any exercise of rights retained by the United States in the Deed, provided that such exercise of rights is necessary, reasonable, and preceded by reasonable advance written notice to Tenant.

Tenant may engage in ground disturbing activities at the Premises, including emplacement of infrastructure, removal of existing surface and subsurface improvements and utility lines, and construction of facilities. Any Pollution Condition encountered in connection with such activities shall be addressed by Tenant in material compliance with all applicable Environmental Laws. The protocol for addressing any such Pollution Condition and responsibility for the costs for remediation, removal or other response to any such Pollution Condition shall be governed by Section VIII(J) below. Consistent with Section VIII(J), Tenant shall promptly inform Authority of any such encounter and the measures undertaken to address such Pollution Condition. In the event that the Pollution Condition is deemed a violation of Environmental Laws (as

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hereinafter defined), and an emergency, and further deemed that Tenant’s activities are inadequate in the reasonable sole discretion of the Authority, the Authority may, but shall not be obligated to, undertake all reasonable measures to correct such Pollution Condition.

With respect to the Airport, Tenant shall comply with, and shall take all actions within Tenant’s reasonable control to cause all of Tenant’s agents, employees, representatives, and invitees to comply with the Deed, all Environmental Laws and Environmental Permits (both as hereinafter defined), and shall obtain and comply with, and shall take all actions within Tenant’s reasonable control to cause all of Tenant’s agents, employees, representatives, and invitees to obtain and materially comply with all Environmental Permits and Environmental Laws.

Tenant, at its sole cost and expense, will be responsible for complying with all Environmental Laws, Environmental Permits, and general environmental requirements of the Authority relating to Tenant’s occupancy and use of the Airport and Premises and Tenant’s operation at the Airport. Tenant will be responsible for the necessary cooperation and coordination with the Authority on the Authority’s compliance with all Environmental Laws and Environmental Permits as they pertain to Tenant’s occupancy and use of the Premises and Tenant’s operation at the Airport.

Except as allowed by applicable Environmental Laws or Environmental Permits, Tenant shall not engage in any activity or manner of conduct, including but not limited to the use, treatment, generation, transportation, processing, handling, disposal, production or storage of hazardous substances (as hereinafter defined), that results in the discharge, dispersal, release or escape of any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to, smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste and waste materials into or upon land, or any structure on land, the atmosphere or any watercourse or body of water, including groundwater, provided such conditions are not naturally present in the environment in the amounts or concentrations discovered.

Nothing in this Lease shall, however, prevent, prohibit or limit Tenant from using, generating, transporting, processing, handling, disposing, producing or storing hazardous substances by Tenant at the Airport which are reasonably necessary for or related to Tenant’s conduct of its business therein, provided that Tenant complies with all Environmental Laws relating to such substances.

For purposes of this Lease:

1.“Environmental Laws” shall mean all Authority, federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances, codes, orders, or regulations applicable to the Airport, the Premises, and Tenant’s business therein, and relating to the protection of the environment and/or governing the use, treatment, generation, transportation, processing, handling, disposal, production or storage of Hazardous Substances and the rules, regulations, decisions and orders of the Authority and relevant federal, state and local governmental agencies and authorities with respect thereto. These include without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource

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Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et. seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.) and Chapter 3745 of both the Ohio Administrative Code and the Ohio Revised Code, as now in effect or hereafter amended. A copy of the Authority Rules applicable hereto is set forth in Exhibit H and future changes to the Authority Rules shall be provided in advance to Tenant and shall be fair and reasonable to Tenant.

2.“Environmental Permits” shall mean all permits, licenses, approvals, authorizations, consents or registrations required by the applicable Environmental Law or laws in connection with Tenant’s use, treatment, generation, transportation, processing, handling, production or disposal of hazardous substances at the Premises.

3.“Hazardous Substances” shall mean any substance, pollutant, or contaminant classified as such under any applicable Environmental Law. This includes, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea, formaldehyde, foam insulation, polychlorinated biphenyls, petroleum and petroleum based products, methane, hazardous materials, or wastes, hazardous, toxic substances, pollutants, contaminant or related materials, and the byproducts thereof.

4.“Pollution Conditions” means, at or arising from the Premises or on adjoining property if arising from the Premises, the discharge, dispersal, release or escape of any solid, liquid, gaseous or thermal irritant or contaminant in material violation of any applicable Environmental Law, including but not limited to, smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste and waste materials into or upon land, or any structure on land, the atmosphere or any watercourse or body of water, including groundwater, provided such conditions are not naturally present in the environment in the amounts or concentrations discovered and to the extent it creates or causes a violation of applicable Environmental Law.

Should Tenant cause, be responsible for, or otherwise involved in, through its negligence or otherwise, a Pollution Condition, Tenant shall immediately take any and all reasonable actions to respond to and address said Pollution Condition and shall, to the extent required by applicable Environmental Law, notify the required government agencies having jurisdiction over the Pollution Condition, as well as the Authority. Should Tenant fail to take such actions required of Tenant by the terms of the preceding sentence, the Authority shall at any reasonable time thereafter have the right to take any and all reasonable actions to respond to and address the specific Pollution Condition, provided that reasonable advance written notice is first provided to Tenant and Tenant is first given a reasonable time to respond to or address such Pollution Condition; in the event of an emergency condition which threatens human life, oral notice shall be an acceptable substitute for written notice.

H.Stormwater Management

Notwithstanding anything contained in Section VIII(G), Authority and Tenant agree to coordinate their efforts to comply with the requirements of any laws, rules, regulations or permits that govern, regulate or control Tenant’s Use of the Premises and the Ramp and the impact of Tenant’s use on the water quality of bodies of water that receive stormwater from the Premises and the Ramp via outfalls on the Airport, including but not limited to the creek currently known as “Walnut Creek”. Specifically, the parties agree as follows:

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1.Unless the parties agree to shift responsibility to Tenant, Authority shall obtain and maintain at all times legally required during the term of this Lease a stormwater discharge permit, currently known as a National Pollution Discharge Elimination System (“NPDES”) permit, for the Airport, including the Premises and the Ramp. Such permit shall cover all of Tenant’s operations including, but not limited to, de-icing of Tenant’s aircraft. The Authority shall provide a copy of such permit to Tenant prior to the effective date of this Lease. The Authority will invite Tenant to participate in any discussions with the Ohio Environmental Protection Agency regarding NPDES permit requirements and shall provide Tenant with written notice of any NPDES permit requirements applicable to Tenant and with which Tenant will be obligated to comply from time-to-time.

2.Tenant shall materially comply with the terms and conditions of the NPDES permit and best management practices (BMPs) contained in the stormwater pollution prevention plan (SWPPP), and shall reasonably cooperate with Authority by obtaining and providing information necessary for the Authority to obtain, maintain, support, modify and renew the NPDES permit, including data related to Tenant’s activities. The Authority shall provide a copy of such BMPs and SWPPP to Tenant prior to the effective date of this Lease.

3.Except as provided in H(5) below, in the future should the Authority be required pursuant to the NPDES permit, or any other law, regulation, or rule to limit the discharge of any substance in the stormwater from the Premises or the Ramp, including but not limited to deicing materials and oils and greases, reaching any body of water:

a.The Authority and Tenant agree to work cooperatively with each other, and with all other impacted users of the Airport, to select the most economically reasonable collective approach for containing and/or treating the regulated substance(s);

b.Tenant shall pay for its relative share of the most economically reasonable collective approach, including any capital infrastructure improvements and treatment costs, to contain and/or treat such substance in order to comply with the NPDES permit, law, regulation or rule. Tenant’s relative share shall be determined based upon a method established by the Authority after giving due consideration to all relevant factors, including but not limited to, Tenant’s proportionate use of both the Airport and the substances to be contained and/or treated by the Authority’s selected approach, compared with the respective proportionate uses by all other impacted users of the Airport and shall be paid on a “pay as used” basis during the remaining term of this Lease.

c.Unless Tenant elects to be solely responsible for the installment of Tenant’s own capital infrastructure improvements and to separately pay for any treatment costs in order comply with the NPDES permit and any law, rule, or regulation, the Authority has the final right to determine the most economically reasonable collective approach should the Authority, Tenant and all other impacted users of the

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Airport be unable to agree upon the approach within a time period that reserves sufficient time to install any infrastructure necessary for containment and/or treatment of the regulated substance(s), to take any other necessary actions, and to maintain compliance with any law, regulation, rule or permit.

4.Notwithstanding paragraph H(3) above, and at no cost to Tenant, the Authority shall design and install a de-icing pad on the Ramp and piping beneath the Ramp, as part of its construction obligations under Section V(B), for Tenant’s future use in contemplation of any law, regulation, rule or permit which may require Tenant to contain and/or treat de-icing materials during the term of this Lease.

5.Tenant shall prepare and maintain a Spill Prevention Containment and Countermeasures Plan in accordance with 40 CFR Part 112 to address Tenant’s storage of oil-related products on the Premises.

I.Environmental Audit

If at any time during the Term of this Lease, including within fifteen (15) days after Tenant’s vacating of the Premises upon termination of this Lease or any extension thereof, Authority has reasonable cause to believe there are Pollution Conditions caused by Tenant on the Premises, then Authority at its reasonable sole discretion may require Tenant, at Tenant’s sole cost and expense (in an amount not to exceed $15,000.00), to have performed an environmental audit of the Premises and such adjacent areas reasonably expected to be impacted by the Premises by a reputable firm chosen by Tenant and reasonably acceptable to Authority.

Said audit shall consist of such examinations, tests, inspections, samples, and reviews as Authority shall reasonably agree to be advisable.

In the event that any such required environmental audit fails to discover any Pollution Condition caused by Tenant during this Lease which create new liability to Authority in excess of $25,000 for which Tenant is liable, then the cost of such audit shall be paid by Authority, and any amounts paid or owing by Tenant may be, at Tenant’s election, credited against any Rent due under this Lease.

Failure to conduct an Environmental Audit or to detect Pollution Conditions caused by Tenant’s operations if such audit is conducted shall in no fashion be intended as a release of any liability for said Pollution Conditions subsequently determined to be caused by, or arising from, Tenant’s operation.

To the extent provided for in this Lease, Tenant shall remain liable for any losses, claims, liabilities, damages, judgments and expenses, arising from or related to any Pollution Condition to the extent caused by its operations at the Premises regardless of when such conditions are discovered and regardless of whether or not Authority conducts an Environmental Audit at the termination of the Lease. Authority shall remain liable for any losses, claims, liabilities, damages, judgments and expenses arising from or related to any Pollution Condition existing prior to this Lease or otherwise not caused by Tenant. The obligations set forth in this clause shall survive the termination of the Lease.

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J.Remediation

Notwithstanding any other provision in this Lease, should any Hazardous Substance or Pollution Condition be identified, unearthed, or otherwise discovered on, at or emanating from the Premises after the Effective Date of this Lease and such Hazardous Substance or Pollution Condition require response or other action to address it as required by applicable Environmental Law or this Lease, and provided further that said presence of Hazardous Substance or Pollution Condition was not caused by Tenant or by any act of Tenant’s employees, agents, contractors, invitees, or any other person entering upon the Premises after the Effective Date, then Authority shall promptly respond to and address the Pollution Condition in material compliance with all applicable Environmental Laws, provided however, that if Tenant has responded to or addressed said Hazardous Substance pursuant to the terms of this Lease, then Authority shall promptly reimburse Tenant for all of Tenant’s costs incurred in such response or other actions.

Notwithstanding any other provision in this Lease, including especially Section VIII(G) related to identification of and response to Pollution Conditions, if Tenant identifies subsurface conditions which may or do constitute a Pollution Condition or otherwise threaten or actually impair or impede construction activity during construction of Tenant’s Leasehold Improvements on the Premises, including, but not limited to existing buried inactive fuel piping, then (a) Tenant shall promptly inform Authority of such discovery, (b) Tenant may, after obtaining the Authority’s consent either, proceed with its construction activities, including but not limited to excavation, management and/or disposal of wastes, contaminated soils, debris and piping in compliance with applicable Environmental Laws, or, if Authority does not consent to Tenant undertaking such activities, or Tenant elects not to do so, then Authority shall excavate, manage, and/or dispose of the contaminated soils, debris and piping in compliance with applicable Environmental Laws and in a manner so as not to cause delay in the construction, (c) Authority or its designee shall take the steps reasonably required by Tenant or its contractors to coordinate for the disposal of such wastes (provided that in no case shall Tenant be designated as the “generator” of such waste materials), and (d) Authority shall be responsible and reimburse Tenant for all of Tenant’s costs and damages arising from or related to such activities; or Tenant may, at its election, credit such costs and damages it incurs against any Rent due under this Lease.

In connection with the construction of the proposed improvements to the Premises and Ramp by both Tenant and the Authority, both parties undertake and commit to reasonably minimize the disturbance of such areas, including protecting against excessive run-off of soil during the construction phase of the project, in compliance with any applicable Environmental Laws.

K.Pollution Legal Liability Insurance

Tenant shall obtain and maintain in full force and effect and at its own expense commencing not later than the date Tenant starts construction of the Leasehold Improvements and continuing thereafter during the entire Term of this Lease, an environmental insurance policy, naming Authority as an additional insured. The amount of such insurance shall be for not less than  $1,000,000 per occurrence, with a self-insured retention amount or deductible of not more than $100,000. In the event Tenant’s

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use of the Premises or the Ramp materially changes from Tenant’s initial use and the Authority reasonably determines that such amount of coverage is no longer adequate, then the parties agree to negotiate in good faith an increase in the amount of coverage considering, without limitation, the cost and availability of the additional insurance, and the impact of the cost on Tenant.

Authority currently maintains in force, and will continue to maintain in force for at least the first ten (10) years of this lease, an environmental insurance policy that covers Authority’s obligations pursuant to this lease and designates this Lease as an insured contract.

SECTION IX

TERMINATION

A.Authority

Authority may terminate this Lease with the occurrence of any one of the following events:

1.Tenant defaults in the due and punctual payment of Base Rent, or any other monetary obligation under this Lease and such default continues for ten (10) days after written notice from Authority;

2.Tenant vacates or abandons the Premises. In addition to the law of Ohio definition of abandonment, abandonment shall include the inability to communicate with Tenant by normal means of communication for a thirty (30) day period or non-use of utility service on the Premises for a thirty (30) day period (as opposed to unavailability of utility service) or lack of business being conducted on the Premises during normal business hours for a period of sixty (60) days, unless Tenant is diligently pursuing such measures as are necessary to recommence business operations;

3.This Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Tenant, or are taken upon or subjected to any attachment by any creditor of Tenant or claimant against Tenant, and such attachment is not discharged within thirty (30) days after its levy;

4.Tenant files a petition in receivership or insolvency, or for reorganization or any other arrangement under the bankruptcy laws of the United States, or under any insolvency act of any state, or is dissolved, or makes an assignment for the benefit of creditors, or is administered for liquidation or rehabilitation by any state or federal insurer supervising entity;

5.Involuntary proceedings under any such bankruptcy laws or insolvency act or for the dissolution of Tenant are instituted against Tenant, or a receiver or trustee is appointed for all or substantially all of Tenant’s property, and such proceeding is not dismissed or such receivership or trusteeship is not vacated within sixty (60) days after such institution or appointment; or,

6.Tenant breaches any of the other agreements, terms, covenants, or conditions contained in this Lease or any other agreement between Tenant and the Authority (including, but not limited to, the Operating Agreement, the Commingling Fuel Agreement, or other related documents), and such breach continues for a period of thirty (30) days

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after written notice by Authority to Tenant, provided that if the breach cannot be reasonably cured within thirty (30) days, then if Tenant commences such cure within thirty (30) days and diligently pursues such cure to completion, such event shall not constitute a breach hereunder by Tenant.

If any one or more of the events set forth above occurs, then Authority will give Tenant written notice of its intention to terminate this Lease on a date specified in such notice. On the date specified in such notice, Tenant’s right to possession of the Premises will cease and the Lease will be terminated. If this Lease is terminated pursuant to the provisions of this paragraph, Tenant will remain liable to Authority for damages in an amount equal to the Rent and other sums which would have been owing by Tenant under this Lease for the balance of the Term if this Lease had not been terminated, less the net proceeds, if any, of any reletting of the Premises by Authority subsequent to such termination, after deducting all of Authority’s expenses in connection with such reletting, but excluding from such deduction the cost of improvements to the Premises for the new tenant not due to a lack of maintenance or repair on the part of the Tenant.

B.Tenant

Tenant may terminate this Lease, upon the occurrence of any one of the following events:

1.If any court of competent jurisdiction shall issue an injunction, order, or decree preventing or restraining the use by Tenant of all or a substantial part of the Premises, or preventing or restraining the use of Airport for usual Airport purposes in its entirety, or use of any part thereof which is used by Tenant and which is necessary for Tenant’s operations on Airport, which remains in force unvacated or unstayed for a period of at least sixty (60) consecutive days and results in material interference with Tenant’s normal business operations;

2.Authority breaches any of the other agreements, terms, covenants, or conditions which this Lease requires Authority to perform, and such breach continues for a period of thirty (30) days after notice by Tenant to Authority; provided that if the breach cannot be reasonably cured within thirty (30) days, and if Authority commences such cure within thirty (30) days and diligently pursues such cure to completion, then such event shall not constitute a breach hereunder by Authority.

3.If all or a material portion of the Airport or Airport facilities are destroyed or if any agency or instrumentality of the United States government or the State of Ohio shall occupy the entire Airport or a substantial part thereof, or if military mobilization, or public emergency causes a curtailment of normal civilian traffic at the Airport, and any of said events shall result in material interference with Tenant’s normal business operations for any consecutive ninety (90) days;

4.If Authority discontinues the operation and maintenance of all or a substantial part of Airport, or if Authority closes all or a substantial part of Airport to further air traffic operations, and such action results in the material interference with Tenant’s normal business operations for any consecutive sixty (60) day period; or

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5.Tenant shall properly exercise any other right to terminate provided elsewhere in this Lease.

If any one or more of the events set forth above occurs, then Tenant will give Authority written notice of its intention to terminate this Lease on a date specified in such notice.  On the date specified in such notice, Tenant’s right to possession of the Premises will cease and the Lease will be terminated.  If Tenant terminates this Lease for either of the reasons set forth in items 2 or 4 above, then Authority shall remain liable to Tenant for all damage suffered by Tenant as a result thereof which, at a minimum, shall be an amount equal to the Undepreciated Leasehold Improvements Cost.

SECTION X

REGULATORY PROVISIONS

A.State Industrial Compensation

Tenant will comply with the state law known as the Worker’s Compensation Act and pay the necessary premiums required by the Act to cover all employees furnishing the services contemplated by this Lease and under the control of Tenant.

B.Social Security Act

Tenant will be and remain an independent contractor with respect to all services performed hereunder and covenants and agrees to accept full and exclusive liabilities for the payment of any and all contributions or taxes for social security, unemployment insurance, or old age retirement benefits, pensions or annuities now or hereafter imposed under any state or federal law which are measured by wages, salaries or other remuneration paid to persons employed by Tenant on work performed under the terms of this Lease.  Tenant also covenants and agrees to indemnify and save harmless the Authority from any such contributions or taxes or liability therefor.

C.Federal Aviation Administration

In order for this Lease to be unobjectionable to the Federal Aviation Administration, the following clauses are a part of this Lease:

1.In the event that any of the provisions in this Section X(C) or any of the other requirements of the Federal Aviation Administration, are violated by Tenant, such violation shall be a breach of this lease and, in addition to any other rights it may have, Authority shall have the right, but not the obligation, to enter upon the Premises and abate or cause the abatement of such violation.  The costs incurred by Authority in causing such abatement shall, upon demand by Authority, be immediately paid by Tenant to Authority.

2.In the event facilities are constructed, maintained, or otherwise operated on the Premises, Tenant will maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

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3.Tenant covenants and agrees that:  (1) no person on the grounds of race, color or national origin will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in, the use of said facilities; (2) that in the construction of any Leasehold Improvements on, over or under the Premises and the furnishing of services thereon, no person on the grounds of race, color or national origin will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination by Tenant; and, (3) Tenant will use the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

4.Tenant agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable and no unjustly discriminatory prices for each unit or service; provided, that Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers.

5.Tenant assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person will on the grounds of race, creed, color, national origin or sex be excluded from participating in any employment activities covered by 14 CFR Part 152, Subpart E.  Tenant assures that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by 14 CFR Part 152, Subpart E.  Tenant assures that it will require that its covered suborganizations provide assurances to the Authority that they similarly will undertake affirmative action programs, and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

6.Tenant agrees that it will insert the above three provisions in any lease or other such document by which Tenant grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the Premises.

7.Tenant understands and agrees that nothing herein contained will be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by Section 308(a) of the Federal Aviation Act of 1958, as amended, and the Authority reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature.

8.Tenant agrees to comply with the notification and requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Premises.

9.Authority reserves for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises.  This public right of flight will include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from, or operation on the Airport.

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10.Tenant agrees that it will not make use of the Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard.  In the event the aforesaid covenant is breached, Authority reserves the right to enter upon the Premises and cause the abatement of such interference at the expense of Tenant.

11.Tenant understands that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including but not limited to, maintenance and repair) that it may choose to perform.

D.Foreign-Trade Zone Usage and Commitment

Tenant acknowledges that all real property within the Airport is within Foreign-Trade Zone (FTZ) 138, and as such is subject to the Foreign-Trade Zones Act of 1934, as amended (19 U.S.C. 81a-81u), and all of the laws, rules and regulations relating thereto, including the US Department of Commerce rules for the Foreign-Trade Zones Board set forth in 15 C.F.R. Part 400 (collectively the “FTZ Regulations”) and all laws, rules and regulations promulgated by the US Customs Service for the operation of activated sites, including the rules set forth at 19 C.F. R. Part 146 (collectively the “Customs Regulations).

If Tenant at anytime elects to activate or cause to be activated a portion of the Premises for use as a “zone site” within the Zone, within the meaning and in accordance with the procedures set forth in the FTZ Regulations and the Customs Regulations, Tenant shall enter into an Operating Agreement with Authority (in such form as Authority may require) and file an application and take all other actions which are necessary or appropriate to cause the zone site to be approved and maintained for activation.  Authority and Tenant acknowledge and confirm that they intend that Tenant’s obligations under this section shall be binding on any successive lessee, sublessee, or other user of the Premises, or any part thereof, taking into account the nature of the use of the Premises made by such successive lessee, sublessee, or user, so that Authority retains a level of control which allows it to carry out its responsibilities as the “grantee” of the Zone.

SECTION XI

OTHER PROVISIONS

A.Official Representative of Authority

Authority hereby designates its Chief Executive Officer, or her designee, as its official representative with full power to represent Authority in all dealings with Tenant in connection with the Premises, including, without limiting the generality of the foregoing, full power to give the written consent of Authority to any assignment, hypothecation, subleasing or transfer of the Lease or any interest herein or the leasehold estate created hereby.

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B.Warranty of Authorization

Tenant certifies that the officer executing on its behalf is fully authorized to do so and further, that it is a corporation organized under the laws of the State of Ohio and authorized to do business in the State of Ohio, with Statutory Agent Corporation, 52 East Gay Street, Columbus, OH 43215, duly appointed as a service agent within the State of Ohio to receive all services of process.

C.Mutual Force Majeure

In the event that either the Authority or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, riots, insurrection, war, or other reason of a like nature not within the reasonable control of the Authority or Tenant, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.  Notwithstanding the foregoing, the Authority shall not be excused from completing construction of the Ramp within the time frame established in Section V.B hereof by reason of delays caused by any Hazardous Substance or Pollution Condition (unless Tenant is the source of such Hazardous Substance or Pollution Condition) encountered on the site of the Ramp construction.

D.Tenant’s Contingencies

INTENTIONALLY OMITTED.

E.Ramp Contingency

Both parties’ obligations under this Lease are specifically subject to the Authority having obtained, not later than March 31, 2004 or such later date as the parties agree to by written amendment to this Lease (the “Ramp Contingency Period”), all approvals and permits (environmental, governmental or otherwise) necessary to enable the Authority to commence construction of the Ramp (the “Ramp Contingency”).  For purposes of this Paragraph E, environmental approvals shall consist solely of an “Air Force amended post-closure plan” for IRP Site 1 approved by the Ohio Environmental Protection Agency and, if remedial action on Segment A of the 1942 Fuel Line (“Segment A”) is determined by the Authority to be necessary, a Remedial Action Work Plan for Segment A approved by the Bureau of Underground Storage Tank Regulation (BUSTR). If not later than the expiration of the Ramp Contingency Period, the Authority has not informed Airnet that the Ramp Contingency has been satisfied, then this Lease shall automatically terminate effective as of the expiration of the Ramp Contingency Period without the necessity of any further action by the parties, and both parties shall thereupon be released from all obligations hereunder.

F.Memorandum of Lease

If requested by either party, a Memorandum of Lease containing only the information required by law concerning this Lease shall be prepared, executed and filed for record.

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G.Conflicts with Other Documents

To the extent, if any, that the provisions of this Lease (as the same may be amended from time to time) dealing with (a) insurance requirements, (b) signage, (c) environmental matters, (d) site development and construction matters (including submissions and approvals), (e) limitations on liability, and (f) warranties and representations, (i) are duplicative of, or (ii) are in conflict with, or (iii) are materially different than the provisions of the Development Standards, the Minimum Standards, the Quit-Claim Deeds, the Rickenbacker Airport Rules and Regulations, the Operating Agreement, the Commingling Fuels Agreement, or the Non-Exclusive License Agreement, the provisions of this Lease shall control.

SECTION XII

ADDRESS FOR NOTICES

A.Tenant

Any notice to Tenant, required under this Lease, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

Prior to Rent Commencement Date:

Airnet Systems, Inc.
3939 International Gateway
Columbus, OH 43219
Attn: Chief Executive Officer

After the Rent Commencement Date:

Addressed to the Premises.
Attn: Chief Executive Officer

B.Authority

Any notice to Authority, required under this Lease, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service, or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

President & CEO

Columbus Regional Airport Authority
Rickenbacker International Airport
4600 International Gateway
Columbus, OH 43219

With copy to General Counsel, at same address.

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Either Authority or Tenant may change its addresses or addressees for purposes of this paragraph by giving ten (10) days’ prior notice according to this paragraph. Any notice from Authority to Tenant will be deemed to have been given if delivered to the Premises and the last notice address received by Authority.

SECTION XIII

LEASEHOLD FINANCING

A.Encumbrance of Tenant’s Leasehold Interest

Tenant shall have the right, from time to time and at any time during the Lease Term, to subject (without further act by the Authority) all or any part of Tenant’s leasehold interest in the Premises and/or the Leasehold Improvements to the lien of one or more mortgages (each said mortgage, including any renewals, modifications, consolidations, replacements or extensions thereof being herein called a “Leasehold Mortgage”).

B.Rights of Leasehold Mortgagees

Nothing contained herein shall be deemed to restrict Tenant’s right to mortgage its interests and its leasehold estate and Tenant is hereby given the right to mortgage its interest and its leasehold estate at any time and from time to time by mortgage, provided that no Mortgagee through or under such mortgage shall by virtue thereof acquire any greater interest in the Premises and in any building or improvements constituting a part thereof than Tenant then has under this Lease and provided further that such mortgage shall be subject to all of the conditions, covenants, and obligations of this Lease and to Authority’s rights hereunder.  It is understood that financing of the improvements will require certain estoppel agreements, assignments, and consents.  The Authority agrees to execute any documents (including a document substantially similar to the document attached as Exhibit P) reasonably required by any Lender to facilitate the mortgage financing.  However, Tenant agrees to furnish the Authority with complete information concerning such financing.

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SECTION XIV

ENTIRE AGREEMENT

This Lease contains ninety-five (95) pages, and, together with Exhibits A through L, N and P, collectively constitutes the entire Lease between the parties hereto, and will not be modified in any manner except by an instrument in writing executed by said parties or their respective successors in interest.  This Lease shall be construed according to the laws of the State of Ohio, and such laws, rules, and regulations of the United States of America as may be applicable.

In witness whereof, the Columbus Regional Airport Authority has caused its name to be subscribed to these present by Elaine Roberts, A.A.E., President & CEO of the Columbus Regional Airport Authority, duly authorized by Resolution No. 49-03, passed July 22, 2003 and Airnet Systems, Inc., has caused this instrument to be executed on its behalf by Joel E. Biggerstaff, its CEO.

Signed in the presence of:

	Columbus Regional Airport Authority
/s/ Jeffery Schwab	/s/ Elaine Roberts	1-20-04
Witness	President & CEO	Date
Name: Jeffery Schwab	Elaine Roberts, A.A.E
/s/ Gretchen Sandusky
Witness
Name: Gretchen Sandusky
	Airnet Systems, Inc.
/s/ Kendall W. Wright	/s/ Joel E. Biggerstaff	1/15/04
Witness	Name: Joel E. Biggerstaff	Date
Name: Kendall W. Wright	Title:   CEO
/s/ Charles E. Paul
Witness
Name: Charles E. Paul

(Notaries on Following Page.)

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State of Ohio

County of Franklin, ss:

Before me, a Notary Public in and for said County and State, personally appeared the above named Elaine Roberts, A.A.E., President & CEO for the Columbus Regional Airport Authority, who represented that she is authorized to execute the foregoing instrument as her free act and deed as such authorized representative of the Columbus Regional Airport Authority.

In testimony whereof, I have hereunto set my hand and official seal at Columbus, Ohio, this 20^th, day of January, 2004.

/s/ David Wayne Saleme

Notary Public

DAVID WAYNE SALEME

Attorney At Law

Notary Public, State of Ohio

My Commission Has No Expiration Date

Section 147.03 R.C.

State of Ohio

County of Fairfield, ss:

Before me, a Notary Public in and for said County and State, personally appeared the above named Joel E. Biggerstaff, CEO, who represented that he is authorized to execute the foregoing instrument as his free act and deed as such authorized representative of AirNet Systems, Inc.

In testimony whereof, I have hereunto set my hand and official seal at Columbus, Ohio, this 15^th, day of January, 2004.

/s/ Ann Mancuso

Notary Public

NOTARIAL SEAL

STATE OF OHIO ANN MANCUSO
Notary Public, State of Ohio
My Commission Expires
8/30/06

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Exhibit A - Premises

[GRAPHIC]

DEPICTING PREMISES

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Exhibit B - Survey

To be inserted upon completion of survey.

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Exhibit C – Expansion – Hangar/Sort Facility Expansion Area

To be inserted upon completion of survey.

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Exhibit D – Expansion – Office Site

To be inserted upon completion of survey.

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Exhibit E – Rent Schedule

Subject to the conditions outlined in Section 1, Paragraph K. “Rent”, Base Rent begins on the date Tenant occupies the Premises or twelve (12) months after the start of construction of the Leasehold Improvements, whichever occurs first.

Base Rent-First Lease Year	$              per Year	$              per month
Base Rent-Second Lease Year	$              per Year	$              per month
Base Rent-Third Lease Year	$              per Year	$              per month

Base Rent-Fourth Lease Year and thereafter - Adjusted based on CPI Movement.

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Exhibit F – Deed

Deed BCA-RICK-63-03-0301

Rickenbacker 300 Acre FAA PBT

Buildings Listed Below

QUITCLAIM DEED

1.PARTIES

THIS DEED is made and entered into this 22^nd day of September, 2003, by and between The UNITED STATES OF AMERICA, acting by and through the Secretary of the Air Force (the “Grantor”), under and pursuant to the Defense Base Closure and Realignment Act of 1990, (10 U.S.C. § 2687 note), and delegations and regulations promulgated thereunder, and Columbus Regional Airport Authority (the “Grantee”), a port authority created and existing under Chapter 4582 of the Ohio Revised Code, whose tax mailing address is 4600 International Gateway, Columbus, Ohio 43219.  (When used in this Deed, unless the context specifies otherwise, “Grantor” includes the assigns of the Grantor and “Air Force” includes any successor entity to the Department of the Air Force or any successor to the Secretary of the Air Force, and “Grantee” shall include the successors and assigns of the Grantee.  “Administrator” Includes the Administrator of the Federal Aviation Administration (the “FAA”) and his or her successors in office and any successor in function.)

WHEREAS, by deed dated the 30^th day of March, 1984, (“1984 Deed”) and recorded in the deed records of the Franklin County Recorder’s Office on the 17^th day of April, 1984 at Volume 04117, Page A01, the Grantor did GRANT, BARGAIN, SELL, ALIEN, and CONVEY unto the Rickenbacker Port Authority certain real property described in Exhibit A of the 1984 Deed; and

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WHEREAS, that instrument was subject to certain terms and conditions, all of which are correctly and completely detailed in that instrument EXCEPT that portions of the 1,843 acres of real property described in the 1984 Deed have since been resurveyed using the standard of State Plain Coordinates which has resulted in the same real property being described using slightly different bearings, distances, and coordinates; and

WHEREAS, the real property was resurveyed by Rickenbacker Port Authority to effect the conveyance by deed on the 31^st day of December, 2002 (“2002 Deed”) and recorded in the deed records of the Franklin County Recorder’s Office on the 2^nd day of January, 2003 Instrument number 200301010000763, of the same real property to the Columbus Regional Airport Authority; and

WHEREAS, portions of the real property conveyed in the 1984 Deed, and subsequently the 2002 Deed, are contiguous to portions of the real property conveyed in this deed; and

WHEREAS, the intent of the parties was clear, fixed, and ascertainable prior to the execution of the 1984 Deed and the 2002 Deed; and

WHEREAS, the parties mutually desire that the record be clear, complete, and unambiguous,

NOW THEREFORE, in consideration of ONE DOLLAR ($1.00) to it paid by the Grantee, the receipt of which is hereby acknowledged, and in the mutual benefit accruing to the interests of the parties hereto, the Grantor and the Grantee agree that the real property described in the 2002 Deed fully and accurately describes the real property conveyed in the 1984 Deed, and that where necessary, the real property descriptions used in the 2002 Deed will be incorporated into this Deed.

2.CONSIDERATION AND CONVEYANCE

KNOW ALL MEN BY THESE PRESENTS, that the Grantor, in consideration of the assumption by the Grantee of all the obligations and its agreement to abide by and take subject to certain reservations, covenants, restrictions and conditions, all as hereinafter set out in this Deed, does hereby remise, release, and forever quitclaim to the Grantee the following described premises consisting of approximately 310.273 acres of land, located partially in the County of Franklin and partially in the County of Pickaway, State of Ohio, and all the estate, title, and interest of the Grantor, either in law or In equity, of, in, and to the same premises described as Tract 11 (approximately 255.2891 acres), Tract 12 (approximately 9.642 acres), and Tract 13 (approximately 45.342 acres) as set forth in Exhibit A to this Deed.

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3.APPURTENANCES AND HABENDUM

TOGETHER WITH all the privileges and appurtenances to the same belonging, and all the rents, issues, and profits thereof (which, together with the premises above described, is called the “Property” in this Deed).  To have and to hold the same to the only proper use of the Grantee forever.

4.RESERVATIONS

4.1The Grantor reserves a non-exclusive general easement in, under, and over the Property for the following purposes:

(a)To conduct investigations and surveys, including, where necessary, drilling, soil and water sampling, testpitting, testing soil borings, and other activities related to the Installation Restoration Program (IRP), including the water monitoring well #12 located at the following approximate state plane coordinates: Northing 662394, Easting 1845120.

(b)To inspect field activities of the Grantor and its contractors and subcontractors in implementing the IRP.

(c)To conduct any test or survey required by the Environmental Protection Agency (EPA) or the Ohio Environmental Protection Agency (State) relating to the implementation of the IRP, or environmental conditions on the Property, or to verify any data submitted to the EPA or the State by the Grantor relating to such conditions.

(d)To conduct, operate, maintain, or undertake any other response, corrective, or remedial action as required or necessary under the IRP, or the covenants of the Grantor in Section 6.4. and 6.5. of this Deed including, but not limited to, the installation of monitoring wells, pumping wells, and treatment facilities.

(e)The Grantor shall promptly restore the response, corrective, remedial action, or IRP area as nearly as possible to the condition which existed immediately prior to such investigation.

5.CONDITIONS

5.1The Grantee agrees to accept conveyance of the Property subject to all covenants, conditions, restrictions, easements, rights-of-way, reservations, rights, agreements, and encumbrances, whether or not of record.

5.2The Grantee acknowledges that it has inspected, is aware of, and accepts the condition and state of repair of the Property, and that the Property is conveyed, “as is,” “where

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is, “ without any representation, promise, agreement, or warranty on the part of the Grantor regarding such condition and state of repair, or regarding the making of any alterations, improvements, repairs, or additions, other than representation as to existing environmental contamination in need of restoration pursuant to Federal and State laws and regulations and/or the IRP.  The Grantee further acknowledges that the Grantor shall not be liable for any latent or patent defects in the Property, except to the extent stated above or required by applicable law.

6.COVENANTS

6.1.Notice Only to the Columbus Regional Airport Authority

(a)Lead-Based Paint (“LBP”).  The Grantee understands that in its use and occupancy of the Property, it must comply with Title X (Residential Lead-Based Paint Hazard Reduction Act, 42 U.S.C. §4851-4852(d)) and all applicable Federal, State, and local laws relating to LBP.  The Grantee acknowledges that, except for persons that at any time have entered or will enter the Property on behalf of the Grantor, including but not limited to employees, agents, representatives, invitees, contractors and licensees of Grantor, the Grantor assumes no liability for damages for personal injury, illness, disability, or death to the Grantee, or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, whether the Grantee has properly warned, or failed to properly warn, the persons injured.

(b)Asbestos-Containing Materials (“ACM”).  The Grantee is warned that the Property may be improved with buildings, facilities, and equipment, above or below grade, that may contain ACM.  The Grantee understands that in its use and occupancy of the Property, it must comply with all applicable Federal, State, and local laws relating to asbestos.  The Grantee acknowledges that, except for persons that at any time have entered or will enter the Property on behalf of the Grantor, including but not limited to employees, agents, representatives, invitees, contractors and licensees of Grantor, the Grantor assumes no liability for damages for personal injury, illness, disability, or death to the Grantee, or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with asbestos on the Property, whether the Grantee has properly warned, or failed to properly warn, the persons injured.

6.2Notice Only to All Grantees.

Petroleum Fuel Lines and Storage Tanks.  The Property contains six (6) buried and abandoned petroleum fuel lines and 33 sites where underground storage tanks have been removed at the locations approximately depicted in the attached Exhibit C.2.  Except for Segments A-D of the 1942 fuel line, the Grantor certifies that the fuel lines and tanks comply with the environmental standards of the Bureau of Underground Storage Tank Regulations of Ohio.  The Grantee understands that in its use and occupancy of the Property, it must comply

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with all applicable Federal, State, and local laws relating to petroleum-contaminated soils.  The Grantee acknowledges that the Grantor assumes no liability for damages for personal injury, illness, disability, or death to the Grantee, or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling use, disposition, or other activity causing or leading to contact of any kind whatsoever with petroleum contaminated soils on the Property, whether the Grantee has properly warned, or failed to properly warn, the persons injured.

6.3.Grantor Commercial/Industrial Covenant.  In the areas described as Commercial Industrial, as depicted and described in the attached Exhibit C-1 (Building 439, IRP Site 20, and IRP Site 25) pursuant to Section 120(h)(3) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (42 U.S.C. § 9620(h)(3)), the following is notice of hazardous substances on the Property and the description of remedial section taken concerning the Property:

(a)The Grantor has made a complete search of its files and records.  Exhibit B contains a table with the name of hazardous substances known to have been released or disposed of, on the Property, the quantity in kilograms and pounds of the hazardous substance stored for one year or more, or known to have been released, or disposed of on the Property; and the date(s) that such storage, release, or disposal took place.

(b)The United States covenants and warrants that all remedial action necessary to protect human health and the environment with respect to hazardous substances remaining on the Property has been taken before the date of this Deed, and any additional remedial action found to be necessary after the date of this Deed for contamination on the Property existing prior to the date of this Deed shall be conducted by the United States.  The foregoing covenant shall not apply in any case in which the Grantee of the Property, or any part thereof, is a potentially responsible party with respect to contamination on a specific portion of the Property before the date on which any grantee acquired an interest in the Property, or is a potentially responsible party as a result of an act or omission affecting that specific portion of the Property.

6.4.Grantor Unrestricted Covenant.  The United States covenants and warrants that any response action or corrective action necessary after the date of this deed for contamination existing on the Property described in Exhibit A and depicted in Exhibit C-1, excluding the following restricted areas: Building 439, IRP Site 20, and IRP Site 25; prior to the date of this deed shall be conducted by the Unites States.

6.5.Environmental Restrictive Covenants.  The Grantee shall not place or construct, or permit to be placed or constructed, any residential structure, whether temporary or permanent, that disturbs the sediment located at the bottom of the airfield drainage ditch system, as and where it currently exists on the Property and as approximately depicted in the attached Exhibit C-2, without first obtaining EPA and State approval.

6.6.Hazards to Air Navigation.  Prior to commencing any construction on, or alteration of, the Property, the Grantee covenants to comply with 14 C.F.R. Part 77 entitled “Objects

5

Affecting Navigable Air Space,” or under the authority of the Federal Aviation Act of 1958, as amended.

7.The Grantee agrees to accept the Property subject to the following restrictive covenants set forth in subparagraphs 7.1., and 7.2. of this paragraph, which shall run with the land:

7.1.That, except as provided in paragraph 7 and 8, the Property shall be used for public Airport purposes as defined by applicable FAA rule or regulation for the use and benefit of the public, on reasonable terms and without unjust discrimination and without grant or exercise of any exclusive right for use of the Airport within the meaning of the term “exclusive right” as used paragraph B.  As used in this instrument, the term “Airport” shall be deemed to include all land, buildings, structures, improvements, and equipment used for public Airport purposes

7.2.That, except as provided in paragraph 8, the entire landing area, as defined at 49 U.S.C. § 40102, and Federal Aviation Regulations pertaining thereto, and all structures, improvements, facilities and equipment in which this Deed transfers any interest shall be maintained for the use and benefit of the public at all times in safe and serviceable condition, to assure its efficient operation and use, provided, however, that such maintenance shall be required to structures, improvements, and equipment only during the useful life thereof, as determined by the FAA.  In the event materials are required to rehabilitate or repair certain of the aforementioned structures, improvements, facilities or equipment, they may be procured by demolition of other structures, improvements, facilities or equipment transferred hereby and located on the above land which have outlived their use as Airport Property in the opinion of the Administrator.  Notwithstanding any other provision of the instrument: (i) with the prior written approval of the FAA, the Grantee may close or otherwise limit use or access to any portion of the Airport that it deems appropriate if such closure or use limitation is related to Airport operating considerations or is based upon insufficient demand for such portion of the Airport; and (ii) with respect to any such portion of the Airport, the Grantee shall be under no obligation to maintain the same other than as may be required to maintain adequate public safety conditions.  The term “Airport purposes” as used in this Deed shall have the same meaning as that ascribed to the term under 14 C.F.R. §154.1(d) and shall include the use of portions of the Property to produce sources of revenue from non-aviation business of the Airport.

8.The Grantee also assumes the obligation of, covenants to abide by and agree to, and this conveyance is made subject to, the following reservations and restrictions set forth in subparagraphs 8.1., to 8.15., inclusive, of this paragraph, which shall run with the land, provided, that the Property may be successively transferred only with the proviso that any such subsequent transferee assumes all the obligations imposed upon the Grantee by the provisions of this instrument.

8.1The Property shall be not be used, leased, sold, salvaged, or disposed of by the Grantee for other than the Airport purposes without the written consent of the Administrator, provided that with regard only to parcels described in Exhibit C that require restricted use for

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environmental protection purposes, the Grantee covenants not to apply for the written consent of the Administrator for uses other than commercial and industrial purposes.  The “Property” as used in this Deed includes revenues or proceeds derived therefrom.

8.2.Property transferred for the development, improvement, operation or maintenance of the Airport shall be used and maintained for the use and benefit of the public on fair and reasonable terms, without unjust discrimination.  In furtherance of this covenant (but without limiting its general applicability and effect) the Grantee specifically agrees:

(a)That it will keep the Airport open to all types, kinds, and classes of aeronautical use on reasonable terms without unjust discrimination to any person, firm, or corporation to conduct or engage in any aeronautical activity or furnish services to the public, provided, that the Grantee may establish such fair, equal, and not unjustly discriminatory conditions to be met by all users of the Airport as may be necessary for the safe and efficient operation of the Airport; and provided further, that the Grantee may prohibit or limit any given type, kind, or class of aeronautical use of the Airport if such action is necessary for the safe operation of the Airport or necessary to serve the civil aviation needs of the public.

(b)That in its operation of facilities on the Airport, neither it nor any person or organization occupying space or facilities thereupon will discriminate against any person or class of persons by reason of race, color, creed, sex, age or national origin in the use of any of the facilities provided for the public on the Airport.

(c)That in any agreement, contract, lease, or other arrangement under which a right or privilege at the Airport is granted to any person, firm or corporation to conduct or engage in any aeronautical activity for furnishing services to the public at the Airport, the Grantee will insert and enforce provisions requiring:

(i)the furnishing of said service on a fair, equal and not unjustly discriminatory basis to all users thereof, and

(ii)the charging of fair, reasonable, and not unjustly discriminatory prices for each unit for service, provided, that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.

(d)That the Grantee will not exercise or grant any right or privilege which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services, on its own aircraft with its own employees (including, but not limited to maintenance and repair) that it may choose to perform.

(e)That in the event the Grantee itself exercises any of the rights and privileges referred to in subsection 8.2(b) services involved will be provided on the same conditions as would apply to the furnishing of such services by contractors or concessionaires of the Grantee under the provisions of subsection 8.2(c).

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8.3.The Grantee will not grant or permit any exclusive right for the use of the Airport at which the Property described herein is located which is forbidden by 49 U.S.C. § 40103, as amended, by any person or persons to the exclusion of others in the same class and will otherwise comply with all applicable laws.  In furtherance of this covenant (but without limiting its general applicability and effect), the Grantee specifically agrees that, unless authorized by the Administrator, it will not, either directly or indirectly, grant or permit any person, firm or corporation the exclusive right to conduct any aeronautical activity on the Airport including but not limited to, charter flights, pilot training, aircraft rental and sightseeing, serial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which, because of their direct relationship to the operation of aircraft, can be regarded as an aeronautical activity.  The Grantee further agrees that it will terminate as soon as possible and no later than the earliest renewal, cancellation, or expiration date applicable thereto, any exclusive right existing at any Airport owned or controlled by the Grantee or hereafter acquired and that, thereafter, no such right shall be granted.  However, nothing contained herein shall be construed to prohibit the granting or exercise of an exclusive right for the furnishing of non-aviation products and supplies of any services of a non-aeronautical nature or to obligate the Grantee to furnish any particular non-aeronautical service at the Airport.

8.4.The Grantee shall insofar as it is within its powers and to the extent reasonable, adequately clear and protect the aerial approach to the Airport.  The Grantee will, either by the acquisition and retention of easements or other interests in or rights for the use of land airspace or by the adoption and enforcement of zoning regulations, prevent the construction, erection, alteration, or growth of any structure, tree, or other object in the approach areas of the runways of the Airport that would constitute an obstruction to air navigation according to the criteria or standards prescribed in 14 C.F.R. p. 77 as applicable, according to the currently approved Airport layout plan.  In addition, the Grantee will not erect or permit the erection of any permanent structure of facility which would interfere materially with the use, operation, or future development of the Airport, in any portion of a runway approach area in which the Grantee has acquired, or may hereafter acquire, Property interest permitting it to so control the use made of the surface of the land.  Insofar as is within its power and to the extent reasonable, the Grantee will take action to restrict the use of the land adjacent to or in the immediate vicinity of the Airport to activities and purposes compatible with normal Airport operations including landing and takeoff at the Airport.

8.5.The Grantee will operate and maintain in a safe and serviceable condition, as deemed reasonably necessary by the Administrator of the FAA, the Airport and all facilities thereon and connected therewith which are necessary to service the aeronautical users of the Airport other than facilities owned or controlled by the United States and will not permit any activity thereon which would interfere with its use for Airport purposes; provided that nothing contained herein shall be construed to require:

8

(a)that the Airport be operated for aeronautical uses during temporary periods when snow, flood, or other climatic conditions interfere with such operation.

(b)periods of maintenance; or

(c)the repair, restoration or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the Grantee.

8.6.The Grantee will make available all facilities of the Airport at which the Property described herein is located or developed with Federal aid and all those unable for the landing and taking off of aircraft to the United States at all times, without charge, for use by aircraft of any agency of the United States in common with other aircraft, except that if the use by aircraft of any agency of the United States in common with other aircraft is substantial, a reasonable share, proportional to such use, of the cost of operating and maintaining facilities so used, may be charged; and, unless otherwise determined by the FAA, or otherwise agreed to by the Grantee and the using Federal agency, substantial use of an Airport by United States aircraft will be considered to exist when the operations of such aircraft are in excess of those which, in the opinion of the FAA, would unduly interfere with use of the landing area by other authorized aircraft or during any calendar month that:

(a)either five (5) or more aircraft of any agency of the United States are regularly based at the Airport or on land adjacent thereto, or

(b)the total number of movements (counting each landing as a movement and each take-off as a movement) of aircraft of any agency of the United States is 300 or more per calendar year, or

(c)the gross accumulative weight of aircraft of any agency of the United States using the Airport (the total improvements of such Federal aircraft multiplied by the gross certified weights thereof) is in excess of five million pounds.

8.7.During any national emergency declared by the President of the United States of America or the Congress thereof, including any existing national emergency, the Government shall have the right to make exclusive or nonexclusive use and have exclusive or nonexclusive control and possession without charge, of the Airport, or of such portion thereof as it may desire; provided, however, that the Government shall be responsible for the entire cost of maintaining such part of the Airport as it may use exclusively, or over which it may have exclusive possession or control, during the period of such use, possession, or control, and shall be obligated to contribute a reasonable share, commensurate with the use made by it, of the cost of maintenance of such Property as it may use nonexclusively or over which it may have nonexclusive control and possession; provided further, that the Government shall pay a fair rental for its use, control, or possession, exclusively or nonexclusively, of any improvement to the Airport made without United States aid and never owned by the United States.

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8.8.The Grantee releases the Grantor, and will take whatever action may be required by the Administrator of the FAA to assure the complete release of the Grantor, from liability the Grantor may be under for restoration or other damage under any lease or other agreement covering the use by the Grantor of the Premises, or part thereof, owned, controlled or operated by the Grantee prior to the date of this Deed, upon which, adjacent to which, or in connection with which the Property transferred by this Deed was located or used.  “Restoration” or other damage” does not include environmental obligations required to be performed by the Grantor, or obligations that the Grantor retains pursuant to existing agreements that survive the conveyance of the Property by the Grantor to the Grantee.

8.9.Whenever to requested by the FAA, the Grantee will furnish without cost to the Federal Government, for construction, operation and maintenance of facilities for air traffic control activities, or weather reporting activities, or communication activities related to air traffic control, such areas of the Property described herein or rights in buildings on the Airport at which the Property described herein is located, as the FAA may consider necessary or desirable for construction at Federal expense of space or facilities for such purposes, and the Grantee will make available such areas or any portion thereof for the purposes provided herein within four months after receipt of written request from the FAA, if such are or will be available.

8.10The Grantee will:

(a)furnish the FAA with annual or special Airport financial and operational reports as may be reasonably requested using either forms furnished by the FAA or in such manner as it elects so long as the essential data are furnished; and

(b)upon reasonable request of the FAA, make available for inspection by any duly authorized representative of the FAA the Airport at which the Property described herein is located, and all Airport records and documents affecting the Airport, including deeds, leases, operation and use agreements, regulations, and other instruments and will furnish to the FAA a true copy of any such document which may be reasonably requested.

8.11.The Grantee will not enter into any transaction which would operate to deprive it of any of the rights and powers necessary to perform or comply with any or all of the covenants and conditions set forth herein unless, by such transaction, the obligation to perform or comply with all such covenants and conditions is assumed by another public agency found by the FAA to be eligible as a public agency as defined in the Airport and Airway Development Act of 1970, as amended, to assume such obligation and have the power, authority, and financial resources to carry out all such obligations and, if an arrangement is made for management or operation of the Airport by any agency or person other than the party of the second part, it will reserve sufficient rights and authority to ensure that such Airport will be operated and maintained in accordance with these covenants and conditions, any applicable Federal statute, and the Federal Aviation Regulations.

8.12.The Grantee will keep up to date at all times an Airport layout map of the Airport at which the Property described herein is located showing:

10

(a)the boundaries of the Airport and all proposed additions thereto, together with the boundaries of all off-site areas owned or controlled by the Grantee for Airport purposes and proposed additions thereto;

(b)the location and nature of all existing and proposed Airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars and roads), including all proposed extensions and reductions of existing Airport facilities; and

(c)the location of all existing and proposed non-aviation areas and of all existing improvements thereon and uses made thereof. Such Airport layout map and each amendment, revision, or modification thereof, shall be subject to the approval of the FAA, which approval shall be evidenced by the signature of a duly authorized representative of the FAA on the face of the Airport layout map, and the Grantee will not make or permit the making of any changes or alterations in the Airport or any of its facilities other than in conformity with the Airport layout map as so approved by the FAA, if such changes or alterations might adversely affect the safety, utility, or efficiency of the Airport.

8.13.If at any time it is determined by the FAA that there is any outstanding right or claim of right in or to the Airport Property, described herein, the existence of which creates an undue risk of interference with the operation of the Airport or the performance of compliance with covenants and conditions set forth herein, the Grantee will acquire, extinguish, or modify such right or claim of right in a manner acceptable to the FAA.

8.14Unless released in writing by the FAA, in the event that any of the aforesaid terms, conditions, reservations, or restrictions are not met, observed, or complied with by the Grantee or any subsequent transferee, whether caused by the legal inability of said Grantee or subsequent transferee to perform any of the obligations herein set out, or otherwise, all title, right of possession and all other rights transferred by this instrument to the Grantee, of the Property, or any portion thereof, shall, at the option of the Grantor, revert to the Grantor in its then existing condition sixty (60) days following the date upon which demand to this effect is made in writing by the Administrator unless within such sixty (60) days such default or violation shall have been cured and all such terms, conditions, reservations and restrictions shall have been met, observed, or compiled with, in which event said reversion shall not occur and title, right of possession, and all other rights transferred hereby, except such, if any, as shall have previously reverted, shall remain vested in the Grantee.

8.15If the construction as covenants of any of the foregoing reservations and restrictions recited herein as covenants or the application of the same as covenants in any particular instance is held invalid, the particular reservations or restrictions in question shall be construed instead as merely conditions upon the breach of which the Grantor may exercise its option to cause the title, interest, right of possession, and all other rights transferred to the Grantee, or any portion thereof, to revert to it, and the application of such reservations or restrictions as covenants in any other instance and the construction of the remainder of such reservations and restrictions as covenants shall not be affected thereby.

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9. By acceptance of this Deed, the Grantee warrants that no person or agency has been employed or retained to solicit or secure the Grantor’s execution of this Deed upon an agreement or understanding for a commission, percentage, brokerage, or other contingent fee, except bona fide employees or bona fide commercial agencies maintained by the Grantee for the purpose of doing business. For breach or violation of this warranty, the Grantor shall have the right to annual this Deed without liability, or in its discretion to require the Grantee to pay to it the full amount of such commission, percentage, brokerage, or contingent fee.

10. No member of, or delegate to, Congress or Resident Commissioner shall be admitted to any share or part of this agreement or benefits formed by the Grantor’s execution of this Deed or any benefit that may arise therefrom, but this provision shall not be construed to extend to such agreement if made with a corporation for its general benefit.

11. The Grantee covenants and agrees, that:

11.1. the program for or in connection with which this Deed is made will be conducted in compliance with, and the Grantee will comply with, all requirements imposed by or pursuant to the regulations of the Department of Transportation as in effect on the date of this Deed (49 C.F.R. Part 21) issued under the provisions of Title VI of the Civil Rights Act of 1964, as amended;

11.2. this covenant shall be subject in all respects to the provisions of said regulations;

11.3. the Grantee will promptly take and continue to take such action as may be necessary to effectuate this covenant;

11.4. the Grantor have the right to seek judicial enforcement of this covenant; and

11.5. the Grantee, its successors and assigns, will:

(a)obtain from any person (any legal entity) who, through contractual or other arrangements with the Grantee is authorized to provide services or benefits under said program, a written agreement pursuant to which such other person shall, with respect to the services or benefits which he is authorized to provide, undertake for himself the same obligations as those imposed upon the Grantee by this covenant; and

(b)furnish the original of such agreement to the Administrator of the FAA upon his request; and that this covenant shall run with the land hereby conveyed, and shall in any event, without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit of, and in favor of the Grantor and enforceable by the Grantor against the Grantee.

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12.MISCELLANEOUS. Each covenant of this Deed shall be deemed to “touch and concern the land” and shall “run with the land.”

13.LIST OF EXHIBITS.  The following Exhibits are attached to and made a part of this Deed:

Exhibit A – Property Description

Exhibit B – Notice of Hazardous Substances

Exhibit C – Description and Survey of Unrestricted and Commercial Industrial Areas.

(Balance of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, the party of the first part has caused this Deed to be executed in its name and on its behalf the day and year first above written.

		THE UNITED STATES OF AMERICA
		Acting by and through the Secretary of the Air Force
	By:	/s/ ALBERT F. LOWAS, JR.
		ALBERT F. LOWAS, JR.
		Director
		Air Force Real Property Agency
Signed in the Presence of:
/s/ Paul C. Macpherson
Witness  Paul C. Macpherson
/s/  John Fringer
Witness  John Fringer
COMMONWEALTH OF VIRGINIA	)
	)ss
COUNTY OF ARLINGTON	)

On the 22 day of September, 2003, before me, the undersigned Notary Public, personally appeared Albert F. Lowas, Jr., personally known to me to be the person whose name is subscribed to the foregoing Deed, and personally known to me to be the Director, Air Force Real Property Agency, and acknowledged that the same was the act and deed of the Secretary of the Air Force and that he executed the same as the act of the Secretary of the Air Force.

Helen Jeanette Woodland

Notary Public

Commonwealth of Virginia

My Commission Expires Jul 31, 2005

/s/ Helen J. Woodland
Notary Public, Commonwealth of Virginia
My commission expires:	July 31, 2005

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ACCEPTANCE

The Grantee hereby accepts this Deed and agrees to be bound by all the agreements, covenants, conditions, restrictions and reservations contained in it.

This deed is accepted this         day of                                 , 2003.

COLUMBUS REGIONAL AIRPORT AUTHORITY
By:		[SEAL]
	ELAINE ROBERTS
	President and Chief Executive Officer

Signed in the Presence of:

Witness
Witness
STATE OF OHIO	)
	)  ss:
COUNTY OF FRANKLIN	)

The forgoing instrument was acknowledged before me this           day of                      , 2003, by Elaine Roberts, President and Chief Executive Officer of the Columbus Regional Airport Authority, a port authority under the laws of Ohio, on behalf of that Authority.

Notary Public

My commission expires:

THIS INSTRUMENT PREPARED BY:

Paul C. Macpherson

AFRPA/DB

1700 N. Moore St, Suite 2300

Arlington, VA 22209-2802

15

EXHIBIT A

PROPERTY DESCRIPTION

[Description of Property Subject to Deed]

16

EXHIBIT B

NOTICE OF HAZARDOUS

SUBSTANCES AND PETROLEUM PRODUCTS RELEASED

[Summary of hazardous substances and petroleum products released on property subject to Deed]

17

EXHIBIT C

Description and Survey

of

Unrestricted and

Commercial/Industrial Areas.

20

EXHIBIT C-1

Description and Survey

of

Commercial/Industrial Areas.

21

[DESCRIPTION OF

COMMERCIAL/INDUSTRIAL AREAS]

22

EXHIBIT C-2

Description and Survey

of

Ditch System, Petroleum Lines

&

Underground Storage Tanks

23

Exhibit G – Rickenbacker Airport

[GRAPHIC]

Exhibit H – Rickenbacker Airport Rules and Regulations

Airport Rules and Regulations

June 7, 2000

TABLE OF CONTENTS

1.01	Port Authority
1.02	Board of Directors / Executive Director
1.03	Airport Director
1.04	Establishment of Rules and Regulations:
2.01	Purpose
2.02	Scope
2.03	Conflicts
2.04	Effective Date
2.05	Amendments
2.06	Notice to Public
2.07	Special Notices
2.08	Enforcement
2.09	Distribution
3.01	Aeronautical Activity
3.02	Air Operations Areas (AOA)
3.03	Aircraft
3.04	Aircraft Movement Area
3.05	Airport or Rickenbacker International Airport

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3.06	Airport Operations
3.07	Approval or Authorization
3.08	ATCT
3.09	Authority
3.10	Commercial Activities
3.11	Commercial Operator / Concessionaire
3.12	FAA
3.13	FAB
3.14	FCC
3.15	FOD
3.16	Fuel Handling
3.17	General Aviation
3.18	Ground Vehicles
3.19	Liability Insurance
3.20	Minimum Standards
3.21	NTSB
3.22	Parking
3.23	ODOT, Division of Aviation
3.24	Person
3.25	Private Operator

ii

3.26	Public
3.27	Ramp / Apron Areas
3.28	Restricted Areas
3.29	Runway
3.30	Services
3.31	Stopping
3.32	Taxiway
3.33	Vehicle
3.34	Ultra-light Aircraft
4.01	Closed or Restricted Areas
4.02	Solicitation of Funds
4.03	Signs, Advertisements, Circulation of Printed Matter
4.04	Travel Areas/ Routes
4.05	Animals
4.06	Personal Property
4.07	Labor Disputes
4.08	Disorderly or Indecent Conduct
4.09	Prohibition Against Gambling
4.10	Disposal of Trash, F.O.D.
4.11	Destruction of Property

iii

4.12	Accidents
4.13	Transportation of Firearms Ammunition of Explosive Materials
4.14	Hunting/ Trapping/ Discharge of Firearms
4.15	Model Aircraft; Balloons; Blimps; Ultra-light Aircraft; Parachute Jumping
4.16	Damage to Persons or Property
4.17	General Insurance Requirements
4.18	Fire and Extended Coverage Insurance
4.19	Environmental Protection
4.20	Prohibitions on Smoking
4.21	Storage
4.22	Lease or Permit Required
4.23	Right to Inspect
4.24	Severability
5.01	State and Local Law, Federal Regulations
5.02	Vehicle / Equipment Parking
5.03	Requirements for Driver’s License
5.04	Driving under the Influence (FAR Part 91.17)
5.05	Loading and Unloading Zones
5.06	Speed Limits
5.07	Accident Reports

iv

5.08	Abandoned Vehicles
5.09	Access Authorization for Individuals
5.10	Vehicle Access Authorization
5.11	Personal Vehicles
5.12	Access to Air Operations Area from Lease Sites
5.13	Authorized Areas
5.14	Right-of-Way
5.15	Passing Aircraft
5.16	Visibility from Vehicles
5.17	Obstruction to Equipment
5.18	Obstruction to Aircraft
5.19	Vehicle Parking
5.20	Two-Way Radio Requirements
5.21	Vehicle Requirements for Beacon
5.22	Vehicle Flag Use
5.23	Vehicle and Aircraft Control by Control Tower
5.24	Vehicle Speed
5.25	Liability for Damage, Destruction, Injury and Death
6.01	General Conduct
6.02	Suspension or Restriction of Aircraft Operations

v

6.03	Unlicensed Aircraft-Parking, Tie-down or Storage
6.04	Registration of Aircraft
6.05	Permits for Air Shows
6.06	Aircraft Taxi Control
6.07	Aircraft Taxi Speeds
6.08	Aircraft Taxi Procedure
6.09	Takeoff and Landing
6.10	Runway Use Procedures
6.11	Restrictions on Aircraft Start-up
6.12	Restriction on Engine Run-up
6.13	Disposition of Aircraft Parts
6.14	Unattended Aircraft
6.15	General
6.16	De-Icing/Anti-Icing
7.01	Refueling, Defueling, and Fuel Storage
8.01	Tie-Down Responsibility
8.02	Supplying of Ropes
8.03	Defects
9.01	General Conduct
9.02	Fire Apparatus

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9.03	Compliance with Fire Prevention Signs
9.04	Storage of Waste or Debris
9.05	Storage of Flammable Liquids
9.06	Removal of Flammable Containers
9.07	Care of Hangar Floors
9.08	Use and Disposal of Hazardous Materials
9.09	Aircraft Fueling / Starting Engines
9.10	Aircraft Maintenance Activities
10.01	Enforcement Responsibility
10.02	Enforcement Process
10.03	Liability for Fines
10.04	Progressive Penalty Process

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RICKENBACKER INTERNATIONAL AIRPORT

Rules and Regulations

SECTION 1 – PORT AUTHORITY

1.01  Port Authority

The Rickenbacker Port Authority, established in accordance with Chapter 4582 of the Ohio Revised Code, is the owner and operator of the Rickenbacker International Airport, located in Franklin and Pickaway Counties, State of Ohio.  The Rickenbacker Port Authority has the responsibility, under the purview of the Federal Aviation Administration, to operate and develop the Airport as a public facility to accommodate air commerce.

1.02  Board of Directors / Executive Director

The Authority is governed by a Board of Directors (Authority Board) consisting of eleven (11) members appointed by the Franklin County Commissioners.  The Executive Director of the Port Authority, who is appointed by the Board, is responsible for the administration of all Authority functions, including the Airport, the federal grant of Foreign Trade Zone # 138 and related services.  The Authority’s office is located at 7400 Alum Creek Drive, Columbus, Ohio, 43217-1246.

1.03  Airport Director

The daily operations of the Rickenbacker International Airport are under the management, direction and control of the Authority’s Airport Director, who is appointed by the Executive Director.  The Airport Director has, at all times, the authority to take such actions as are necessary to protect and safeguard all persons and property, and to control operations or any other activity, at the Airport as may be necessary to provide for the safe and efficient operation of the Airport in accordance with state and federal guidelines.  Whenever these Rules and Regulations require, permit or allow for action to be taken by the Authority, it is intended that such action shall be taken by and through the Airport Director or his designated representative.

1.04  Establishment of Rules and Regulations:

These Rules and Regulations are adopted and established in accordance with Ohio Revised Code Section 4582.31 (N), which authorizes the Rickenbacker Port Authority to adopt rules, not in conflict with general law, as it finds necessary or Incidental to the performance of its duties and the execution of its powers under Chapter 4582 of the Code.

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SECTION 2 - PURPOSE AND SCOPE OF RULES AND REGULATIONS

2.01  Purpose

To fulfill the obligations imposed by Federal, state, and local governments on owners and operators of public airports, the Authority has adopted these Rules and Regulations to promote the safe use and operation of the Rickenbacker International Airport (“the Airport”) and the development of the Airport facilities and services to meet the needs of the community.

2.02  Scope

These Rules and Regulations shall govern the use, operations and maintenance of the Airport and the operation of Aircraft flying within the vicinity of the Airport, other than such conduct or activity specifically regulated or controlled by Federal or State statutes or regulations.  These Rules and Regulations are believed to be in conformity with all applicable Federal, State and local statutes, regulations and directives; however, in the event of any conflict federal and state statutes, regulations and directives shall control and supersede.

2.03  Conflicts

In the event of any conflict between these Rules and Regulations and the provisions of a written lease or other written agreement between the Authority and other parties, the provisions of the written lease or the written agreement shall control.

2.04  Effective Date

These Rules and Regulations, as amended from time to time, shall be effective as of the first day of the month following adoption by the Authority Board unless otherwise specified in the Authority Board’s adopting resolution, and at that time shall supersede all Rules and Regulations, If any, previously in effect.

2.05  Amendments

The Authority may add to, repeal or amend any of these Rules and Regulations by resolution to the Board of Directors.

2.06  Notice to Public

Pursuant to Ohio Revised Code Section 4582.31 (N) the RPA may adopt rules it finds necessary or incidental to the performance of its duties and the execution of its powers under Sections 4582.21 to 4582.99 of the Revised Code.  In accordance with that Section these rules shall be posted at no less than five public places within the Port Authority’s

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jurisdiction, as determined by the Authority, for a period of not fewer than fifteen days, including the principal office of the Port Authority.

2.07  Special Notices

Special notices, memoranda, or directives of an operational nature may be issued by the Executive Director, or his appointed representative, under the authority of these regulations.

2.08  Enforcement

These rules and regulations shall be binding on all persons whether they have knowledge of the contents of the rules or not.  No person shall violate any lawful rule adopted and posted as provided in this division.  Law enforcement officers, airport management and other representatives as designated by the Airport Director are empowered to require compliance with these rules and regulations.  The Airport Director, or his appointed representative, is authorized to interpret and construe these regulations wherever necessary, either by directives of general or specific application, and his interpretations and construction shall be binding upon all Persons.

2.09  Distribution

Copies of these Rules and Regulations may, from time to time, be provided to those persons using the facilities of the Airport on a daily or frequent basis such as an air carrier, fixed base operator, lessee, franchisee or common surface carrier, or other commercial operator authorized to conduct business on the Airport.  The complete text of all Rules and Regulations adopted by the Authority shall be maintained at the principal offices of the Authority, and shall be available during business hours for inspection and a reasonable number of copies shall be made available to members of the public at no cost to the public.  Copies for business Users or Tenants of the Airport beyond the number distributed pursuant to Sec. 2.09 shall be made available to them at cost.

SECTION 3 – DEFINITIONS

3.01  Aeronautical Activity

Any activity conducted on Airport premises which involves, makes possible or is required for the operation of aircraft or which contributes to, or is required for the safety of such operations.

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3.02  Air Operations Areas (AOA)

All areas of the Airport within the airfield perimeter fencing that are exclusively reserved for the operation, placement, movement and storage of aircraft and all areas adjacent thereto as defined by FAA regulations and/or the Airport Director.

3.03  Aircraft

A device that is used or intended to be used for flight in the air.  For the purpose of this document, whenever a Vehicle is attached to an Aircraft for the purpose of moving the Aircraft, the two shall be considered as one Aircraft.

3.04  Aircraft Movement Area

All Runways and Taxiways and other areas located on the Airport, which are under the direction of air traffic control.

3.05  Airport or Rickenbacker International Airport

The entire real property owned, leased or under the control of the Rickenbacker Port Authority, whether or not such property is contiguous to the principal portion of the Airport, together with the Airport Traffic Area lying over such real property, situated in the Counties of Franklin and Pickaway, Ohio.

3.06  Airport Operations

The division within the Airport organizational structure responsible for monitoring and controlling daily airport activities and functions.

3.07  Approval or Authorization

Prior written or verbal consent of the Airport Director or other specifically designated official to conduct a specific activity on the Airport property.

3.08  ATCT

The Air Traffic Control Tower operation at Rickenbacker International Airport.

3.09  Authority

The Rickenbacker Port Authority as described in Section 1.

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3.10  Commercial Activities

Any activity conducted at or from the Airport for the purpose of securing earnings, income, compensation, or profit, whether or not such objective is actually accomplished.

3.11  Commercial Operator / Concessionaire

A person engaged in commercial activities from or in facilities on the Rickenbacker International Airport premises when the purpose of said business is to secure earnings, income, compensation or profit.

3.12  FAA

The Federal Aviation Administration.

3.13  FAB

Federal Aviation Regulations.

3.14  FCC

Federal Communications Commission.

3.15  FOD

Foreign Objects or Debris.

3.16  Fuel Handling

The transporting, delivering, storing, fueling, or defueling of fuel or fuel waste, and other petroleum products.

3.17  General Aviation

General Aviation shall mean all business, private, recreational, educational, and agricultural aeronautical activities but shall specifically exclude commercial cargo and passenger air carrier services performed pursuant to Federal Aviation Regulations.

3.18  Ground Vehicles

All automobiles, trucks, busses, tugs, transporters, loaders, and any other device in or upon the AOA, by which any person or property is or may be transported, carried, or drawn upon land, except properly certified aircraft.

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3.19  Liability Insurance

Any policy of insurance covering liability, issued by a Person licensed to issue such insurance in the State of Ohio.

3.20  Minimum Standards

The Minimum Standards for conducting Commercial Activities on the airport as established by the Authority under separate document.

3.21  NTSB

The National Transportation Safety Board.

3.22  Parking

The stopping of a Vehicle or Aircraft, whether accompanied or unaccompanied by the operator thereof, and whether engine is on or off, or transmission is in “neutral” or “park”.

3.23  ODOT, Division of Aviation

The Ohio Department of Transportation, Division of Aviation.

3.24  Person

Any individual, partnership, corporation, association, entity, limited liability company, governmental entity or other organization, including an assignee, receiver, trustee, or other representative thereof.

3.25  Private Operator

A person engaged in Aeronautical Activities on the Rickenbacker International Airport premises when the purpose of said Aeronautical Activity is not to secure earnings, income, compensation or profit.

3.26  Public

The community at large, all persons of the general populace.

3.27  Ramp / Apron Areas

Portions of the Air Operations Area designated and made available, temporarily or permanently, by the Authority for the loading and unloading of cargo or passengers on and off Aircraft, and the storage of Aircraft.

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3.28  Restricted Areas

Areas which are closed to the public, pursuant to Federal Aviation Regulations, Rickenbacker Port Authority regulations, or military regulations including, but not limited to, Airport Landing Surfaces, aprons, taxiways, taxi-lanes, Airport access roads and any other areas which are so posted.

3.29  Runway

A defined rectangular area on the Airport designated for landing and takeoff of Aircraft.

3.30  Services

Services performed by an approved Commercial Operator of the Authority to provide for the sale of goods, wares, merchandise or labor by such Operator or anyone acting on such Operator’s behalf, with Authority approval.

3.31  Stopping

Any halting, even momentarily, of a Vehicle, whether occupied or not, except when necessary to avoid conflict with other traffic or in compliance with the direction of a police officer or traffic control sign or signal.

3.32  Taxiway

A surface designed to provide Aircraft access between the Runways and other areas of the Airport.

3.33  Vehicle

Every device in, upon, or by which any Person or property is or may be transported or drawn upon land, excepting devices used exclusively upon stationary rails or tracks, or wheel chairs.

3.34  Ultra-light Aircraft

An aircraft that is used only for recreational or sport purposes, and satisfies all criteria and requirements of the Federal Aviation Regulations, Part 103, including subsequent amendments.

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SECTION 4 - GENERAL RULES AND REGULATIONS

4.01  Closed or Restricted Areas

No Person shall enter any area of the Airport posted as “closed” or “restricted” or “no trespassing” nor shall any person pass beyond the perimeter fence protecting the Air Operations area, except;

a.Authority employees or agents assigned to duty therein.

b.Persons so authorized by the Authority.

c.Passengers under appropriate supervision entering the Apron Areas only for the purpose of entry to or exit from parked Aircraft.

d.Police or fire personnel in case of emergency, fire, or safety requirement.

e.Persons escorted by a property badged and authorized employee of the airport.

4.02  Solicitation of Funds

No Person shall solicit funds for any purpose, or offer any merchandise or services for sale, on the Airport without the prior written permission of the Authority or, with respect to leasehold Interests, the leaseholder of exclusively leased area.  Any such offer or sale of merchandise or services shall be in compliance with the Authority’s Minimum Standards.

4.03  Signs, Advertisements, Circulation of Printed Matter

No Person shall post, distribute or display signs, advertisements, circulars, printed or written material at the Airport except with the prior written approval of the Authority and in such manner as may be prescribed.

4.04  Travel Areas / Routes

Other than emergency or Authority service vehicles, no Person shall:

a.Traverse on Airport property other than on roads, walks or places provided for the particular class of traffic.

b.Use the roads or walks in such manner as to hinder or obstruct their proper use.

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4.05  Animals

a.No person shall enter the AOA with any dog, cat, other animal unless such animal is at least restrained by a leash, harness or other means of actual physical control.

b.The foregoing restrictions do not apply to search dogs used by and under the control of law enforcement personnel in the performance of their duties.

4.06  Personal Property

a.No Person shall abandon any personal property on the Airport.  Property so abandoned shall be disposed of in the manner prescribed by applicable state statutes and the owner shall be billed for disposal costs.  Any person found dumping may be prosecuted in accordance with these rules and state and local codes.

b.Any Person finding any lost article found outside of an exclusively leased area may refer the article to the Airport Operations Center.  Lost articles found in exclusively leased areas of the Airport are to be turned in to the leaseholder.

c.Persons using the Airport do so at their own risk.  The Authority shall not be responsible for any loss, damage, theft or destruction of personal property.

4.07  Labor Disputes

In the event of a labor dispute between any Commercial Operator, tenant, or occupant of any part of the Airport, and any of its employees who are organized in a collective bargaining unit, picketing by or on behalf of such employees shall not be conducted on any part of the Airport, except pursuant to the written permission of the Authority.  Such permission, which may be revoked at any time, will be granted upon such conditions prescribed by the Authority concerning the number and conduct of the pickets, and the places where picketing may be conducted.  In all cases, any authorized picketing will be conducted so as not to interfere with the operations of the Airport, its tenants or other customers.

4.08  Disorderly or Indecent Conduct

No Person shall commit any loud, disorderly, obscene, indecent or unlawful act or commit any public nuisance upon the Airport.

4.09  Prohibition Against Gambling

No gambling shall be conducted and no gambling device shall be operated at the Airport.  Violations will be prosecuted in accordance with these rules and local and state codes, including ORC 2917.11.

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4.10  Disposal of Trash, F.O.D.

No Person shall dispose of trash, garbage, paper, junk, debris or other refuse or materials except in containers and at locations designated for that purpose.  All tenants and businesses conducting operations on airport property shall make a reasonable effort to contain F.O.D. around their buildings, hangars and areas of operation.  If after warning by the Authority, an area is not cleaned, the Authority at the expense of the tenant or business may perform cleaning.

4.11  Destruction of Property

No Person shall destroy, vandalize, injure, or disturb in any way any room, building, sign, equipment, pavement, marker or other structure, tree, flower, lawn or other public property on the Airport.  Any and all Airport property destroyed or damaged, by accident or otherwise, shall be paid for by the party or parties responsible.  Persons violating this section will be subject to criminal prosecution for violations of ORC 2909.05, 2909.06, 2909.07, 2909.08 or 2917.41.

4.12  Accidents

Persons involved in, or a witness to, an accident of any nature whatsoever including vehicle and ground support equipment collisions, environmental incidents, and injuries to persons on the Airport shall make a full report of the accident to the appropriate law enforcement agency and Airport Operations as soon as possible.

4.13  Transportation of Firearms, Ammunition or Explosive Materials

No Person, except police officers, Federal Law enforcement agents or authorized agents of the United States Government required to carry fire arms for official business, shall carry any firearms or explosives on the Airport without written permission of the Authority, except:

a.General Aviation aircraft operators may bring sporting arms into the General Aviation portions of the Air Operations Area if cased and unloaded (without ammunition) for the purpose of placing the arms in their aircraft prior to flight departure.

b.Air Cargo Operators may bring arms, explosives, and other hazardous materials on to the Airport for shipment in accordance with applicable Federal Transportation Regulations.

No person may transport radioactive materials onto or through the Airport without first making the appropriate and required notifications.  These notifications include notifying the Airport Director or his designated representative prior to transportation.

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4.14  Hunting / Trapping / Discharge of Firearms

Hunting, trapping or the discharge of firearms on Airport property is prohibited without the written approval of the Authority.  Discharging a firearm or bow and arrow on or over Airport property and/or toward an aircraft is a violation of ORC 2909.08 and violators shall be prosecuted accordingly.  This shall not apply to officers, agents or employees of the Authority, State, the United States, or a law enforcement officer authorized to discharge firearms and acting within the scope of the officer’s, agent’s or employee’s duties.

4.15  Model Aircraft; Balloons; Blimps; Ultra-light Aircraft; Parachute Jumping.

The flying of model aircraft, balloons; blimps; ultra-light aircraft; parachute jumping on Airport property is prohibited unless authorized in writing by the Authority.

4.16  Damage to Persons or Property

Persons using the Airport do so at their own risk.  The Authority is not an insurer of the safety of persons or property at the Airport.  The Authority assumes no liability or responsibility for loss, injury or damage to persons or property on or at the Airport including injury or damage resulting by reason of falls, fire, theft, vandalism, collision, or acts of third-parties.

4.17  General Insurance Requirements

Persons engaged in Commercial Activities or basing an aircraft at the Airport will be required to obtain and continuously maintain insurance coverage that is determined by the Authority to cover the risks associated with the commercial activity or airport use that is being undertaken.  As a general rule, the insurance requirements will follow the types of coverage and the limits of coverage set forth in the Authority’s airport operating or lease agreements.  Except in unusual cases, a commercial operator or airport user can expect that the Authority will require that it be a named additional insured on the insurance policy.  A certificate of insurance will be required from the insurer showing the types of insurance and the limits of coverage afforded under the insurance policies issued, which certificate must also show that the insurance is non-cancelable except upon 30-days prior written notice to the Authority.

4.18  Fire and Extended Coverage Insurance

Persons leasing Airport property shall procure and keep in force all risk property insurance covering the full replacement value of the improvements located upon leased premises including coverage against loss and damage by fire, natural disasters, and aircraft.

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4.19  Environmental Protection

Persons using Airport property, and facilities located on Airport property, shall ensure that their activities are in strict conformance with Federal, State, and local environmental protection regulations.  Persons authorized to store and use or sell flammable, hazardous, or other environmentally incompatible chemicals or substances as a part of their Airport activities shall furnish insurance or other security against environmental impairment risks as required by the Authority, or State or Federal Government.  Liability for fines, restitution and/or cleanup shall rest solely with the Tenant, Lessee, Commercial Operator or other user of the Airport facilities.

Persons engaged in fuel handling, fuel distribution, fuel storage, and other activities which pose significant threat of environmental impact, shall implement a spilt prevention and response plan that contains procedures and environmental containment and cleanup materials acceptable to the Airport Director, or his designated representative.

Tenants, airport users, and persons conducting industrial activities on the Airport shall participate in and be bound by the Authority Stormwater Pollution Prevention Plan (SWPPP).  The Authority reserves the right to perform audits of tenant activities and facilities for environmental compliance.  The Authority also reserves the right to include tenants and airport users in environmental regulatory programs.

4.20  Prohibitions on Smoking

Smoking shall be prohibited:

a.In any place where smoking is specifically prohibited by signs.

b.In the Air Operation Area of the Airport.

c.Within twenty-five (25) feet of any fuel tender not in motion.

d.Within fifty (50) feet of any fueling operation in progress.

e.Any area where prohibited by OSHA, Federal, State, or any other agency with jurisdiction over the Airport.

f.In all Authority owned or operated buildings except in designated smoking areas, if any.  Smoking inside buildings exclusively leased from the Authority shall be controlled by the leaseholder.

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4.21  Storage

Storage of personal property or personal vehicles, including boats, cars, trailers, mobile homes, etc., in hangars or on the Airport facility is prohibited except with prior written approval by the executive Director.

4.22  Lease or Permit Required

No Person may engage in Commercial Activity on or from the Airport, including the transportation of people, cargo, mail or freight by Aircraft or Vehicle; or the provision of services without a written operating agreement or permit from the Authority.  The operating agreement may be contained within a lease.  Such agreement or permit shall set forth the terms, minimum standards, fees, and insurance requirements for the commercial activity.

4.23  Right to Inspect

To the extent necessary to protect the rights and interests of interested parties or to investigate the compliance with these Rules and Regulations, the Airport Director, or his designated representative or any representative of the FAA or other governmental agency having jurisdiction, shall have the right to enter and inspect, during reasonable hours, all based aircraft, transient aircraft, structures, premises, facilities and improvements on the Airport.

4.24  Severability

If any specific rule or part thereof is designated or otherwise declared invalid or inappropriate, the remainder of these Rules and Regulations and parts thereof shall continue in full force and effect.

SECTION 5 - MOTOR VEHICLE REGULATIONS

A.  General

5.01  State and Local Law, Federal Regulations

Motor vehicles shall be operated on the Airport in strict compliance with the motor vehicle laws of the State of Ohio, local traffic laws and applicable Federal Regulations.

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B. Specific Regulations Covering Operation of Vehicles at the Airport.

5.02  Vehicle / Equipment Parking

a.Vehicles or equipment shall not be Parked at the Airport in any manner or in any location prohibited by law, traffic signs, markings or any other means of indicating that parking is prohibited.

b.Parking vehicles or equipment in areas used for taxiing, landing, takeoff, and parking of Aircraft is prohibited unless prior approval is obtained from Airport Operations.

c.Vehicles or equipment clearly identified and marked as belonging to operators of any Commercial Activity authorized to do business at the Airport pursuant to written agreement may be Parked (unattended) adjacent to their business facilities as long as such parking does not interfere with aircraft or aviation related operations.

d.Airport Operations may revise parking areas, or designate “no parking” areas, as necessary to meet the changing aviation operational needs of the airport.

5.03  Requirement for Driver’s License

No Person shall operate any Vehicle or other mechanized equipment anywhere upon the Airport unless in possession of a valid driver’s license issued by the State of Ohio, or other state, that enables a person to legally operate a motor vehicle.  Operation of snow removal or lawn care equipment on exclusively leased property is excluded.

5.04  Driving under the Influence (FAR Part 91.17)

No Person shall operate any Vehicle, Aircraft, or other mechanized equipment upon the Airport while under the influence of alcohol, narcotics or other drugs.

5.05  Loading and Unloading Zones

No Vehicle shall load or unload at any place other than that specified or designated by the Authority or for exclusively leased areas of the Airport by the leaseholder.

5.06  Speed Limits

Motor Vehicles shall be operated on the air field, streets, roadways and driveways at the Airport in a careful and safe manner and in strict compliance with posted speed limits.

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5.07  Accident Reports

All accidents in which a Motor Vehicle or Mobile Equipment is involved, shall be reported promptly by the driver or drivers involved to Airport Operations and local law enforcement authorities.  Names of witnesses to the accident shall be included in the report.

5.08  Abandoned Vehicles

The Airport Director, without liability, shall have the authority to tow or otherwise remove any vehicle that is parked or abandoned on Airport property whenever it is determined by the Authority that such vehicle constitutes a public nuisance or safety hazard.

C.  Air Operations Area Access (FAR Part 139):

5.09  Access Authorization for Individuals

Persons having a demonstrated operational need to access portions of the AOA may request authorization for this purpose.  Airport Operations, upon determination of operational need, will issue such authorization.  Access may be restricted to a portion of the AOA.  Authorization shall be in the form of a nontransferable identification badge that will remain valid until turned in by the operator or revoked by the Authority.  Entering the AOA without an identification badge or an escort by a person having an identification badge, will be considered Criminal Trespass and a violation of ORC 2911.21.  Persons entering the AOA may be subject to search.

5.10  Vehicle Access Authorization

To insure compliance with FAR Part 139, only Vehicles registered with Airport Operations or vehicles of tenants engaged in aviation activities that are clearly marked with tenant’s name or logo shall be allowed to operate in the Air Operations Area of the Airport.

Persons desiring to operate unescorted vehicles or equipment in the AOA shall receive airside driver’s training before authorization to operate vehicles is approved.  Approved training may be obtained through Airport Operations or as a part of a commercial operator’s or leaseholder’s employee training program, if such program has been approved by Airport Operations.

Gate access cards given to drivers operating unescorted vehicles or equipment in the AOA will remain valid until turned in or revoked by the Authority.

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Vehicles eligible to operate in the AOA shall include, but not be limited to, automobiles, trucks, ambulances, hearses, buses and construction equipment.  Use of bicycles, motorcycles, motor scooters, snowmobiles, and other similar vehicles is prohibited.

To ensure Airport compliance with FAA Safety and Security Regulations, automatic gate users are required stop after passing through such gates and wait until the gate closes before leaving the area.

Driving a vehicle in the AOA without proper authorization to do so will be considered criminal trespass in violation of ORC 2911.21.

5.11  Personal Vehicles

Personal vehicles are prohibited from operation on or access to ramp and apron areas unless written authorization has been obtained from, and a permit issued by, Airport Operations and all prerequisite requirements are met.  Such authorization may be granted, at the discretion of the Airport Director, under the following conditions:

(a)Operation of the vehicle on the ramp or airport apron areas must be essential to the official business of the airport lessee or Commercial Operator and the vehicle may only be used safely for that purpose.  Such lessee or Commercial Operator must demonstrate the necessity for operation on the ramp.

(b)Satisfactory evidence of insurance coverage including public liability insurance at a minimum level specified by the Authority is provided.

(c)Evidence is provided that the vehicle is currently registered for legal operation on the highways of the State of Ohio.

(d)The vehicle displays a current Field Authorization Decal issued by Airport Operations.

5.12  Access to Air Operations Area from Lease Sites

Where access to the Air Operations Area can be obtained through gates, or doors of buildings, located on a leasehold site at the Airport, the leaseholder is responsible for controlling AOA access.  The leaseholder shall establish procedures, subject to the approval of the Airport Director, that will insure compliance with access control provisions in Federal Safety and Security Regulations and the Authority’s Airport Security Plan.  At a minimum, those procedures shall limit AOA access through leasehold areas to those persons having a demonstrated operational need.  Leaseholders are responsible for verifying that such a need exists and that the access permission being granted is consistent with the Leaseholder’s business on the airport.  Access granted to persons without airport identification badges shall be under the escort of an individual

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with proper airport identification.  Unescorted access shall not be allowed by any Airport tenant or its employees.

5.13  Authorized Areas

Operation of authorized Vehicles in the AOA, and the persons operating those vehicles, is restricted to the areas of the AOA designated by Airport Operations at the time the access is approved.  Access to the AOA does not include access to Aircraft Movement Areas unless so specified.

5.14  Right-of-Way

Aircraft, in motion shall, at all times, have the right-of-way over vehicles and pedestrians.  Pedestrians shall, at all times, have the right-of-way over vehicles.

5.15  Passing Aircraft

All vehicles shall pass to the rear of a taxiing aircraft, and shall pass no nearer than twenty (20) feet from the wing or tail section of a large aircraft.

5.16  Visibility from Vehicles

No person shall operate a ground vehicle unless the windows of such vehicle are free of cracks, breaks, distortion or any other defect causing distortion or obstruction of the vision of the operator.

5.17  Obstruction to Equipment

No ground vehicle, equipment or apparatus shall be placed on any roadway, driveway, hangar ramp or other area in such a manner as to obstruct the passage of emergency or snow removal equipment.

5.18  Obstruction to Aircraft

No Person shall park or place any vehicle, equipment, or apparatus within an aircraft loading area in such a manner as to obstruct the area to aircraft.

5.19  Vehicle Parking

No Person shall park any vehicle, equipment or apparatus within ten (10) feet of the interior of the perimeter fence.  No Person shall park any vehicle, equipment, or apparatus within fifteen (15) feet of any fire hydrant.

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5.20  Two-Way Radio Requirements

Vehicles authorized to use the Aircraft Movement Area, must be either (1) equipped with a functioning two-way radio capable of communication with the Air Traffic Control Tower on the currently active Ground Control frequency or (2) escorted by a vehicle so equipped unless another method of communication is approved, in writing, in advance, by the Airport Director and the Air Traffic Control Tower.

5.21  Vehicle Requirements for Beacon

Vehicles authorized to operate in the Aircraft Movement Area shall be equipped with a functioning flashing or rotating amber beacon, rated at not less than 500,000 candle power, mounted upon the highest part of the Vehicle.  This beacon must be in operation at any time the Vehicle is in the Aircraft Movement Area of the Airport.

5.22  Vehicle Flag Use

Vehicles requesting authorization to operate in the Aircraft Movement Area in daylight only may substitute a three foot square flag consisting of nine squares of alternate aviation orange and white for the beacon required in Section 5.21.

5.23  Vehicle and Aircraft Control by Control Tower

No Vehicle shall make any movement in the Aircraft Movement Area of the Airport without specific prior approval from the Air Traffic Control Tower.  Each movement must be separately approved by the ATCT.  Movements include any and all travel upon a taxiway, runway, or in an obstacle free zone associated with a runway or taxiway.  Violators of this regulation will be subject to an FAA fine and criminal prosecution for criminal trespass pursuant to ORC 2911.21 for a violation of these rules pursuant to ORC 4582.99.

5.24  Vehicle Speed

No vehicle, except emergency vehicles, shall exceed fifteen (15) miles per hour on any aircraft ramp area.

5.25  Liability for Damage, Destruction, Injury, and Death

Persons or agencies receiving authorization to operate in the AOA shall be solely responsible for damage or destruction of Airport property or the property of others and for injury or death to persons resulting from their actions.  Access card holders shall also be solely responsible for injury to any person(s) accompanying the cardholder while the cardholder is providing escort in the AOA.  Access cardholders shall also be solely responsible for any injury to any person or damage to any property caused by any person without an Identification badge that they have allowed into the AOA.

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Persons or organizations obtaining authorized access to the AOA, in the form of an identification badge or a gate access card, must sign the application agreeing that they understand and will abide by these Rules and Regulations.  Those same persons and agencies agree to hold the Rickenbacker Port Authority, its Board of Directors, officers and employees harmless in the event of damage to or destruction of personnel property, personal injury, or injury to accompanying persons that occurs while operating in the Air Operations Area of the Rickenbacker International Airport.

SECTION 6 - AIRCRAFT OPERATIONS

A.            General

6.01  General Conduct

All aeronautical and aeronautical support activities at the Rickenbacker International Airport including all Aircraft arriving at or departing from the Airport, or in the airspace constituting the Airport Traffic Area, shall be conducted in conformity with the current provisions of the Federal Aviation Regulations as issued by the Federal Aviation Administration and the laws of the State of Ohio.

6.02  Suspension or Restriction of Aircraft Operations

The Authority may close (shut-down) runways, taxiways, taxilanes, ramps or other areas at the Airport and suspend the use thereof for reasons of safety, repair, maintenance, expansion or such other reasons as determined by the Authority.

6.03  Unlicensed Aircraft - Parking, Tie-down or Storage

All Aircraft parked, tied down, or stored on the Airport shall have a valid Federal or experimental registration (license) unless exempt from registration by law.  Failure to display such registration, upon request, shall be grounds for immediate eviction from the Airport.

B.            Taxiing and Flight Rules

In addition to the following, all aircraft movement activities shall be controlled and conducted in accordance with FAR Part 91 Subparts A and B and instructions in the Airman’s Information Manual.

6.04  Registration of Aircraft

All Aircraft hangared, parked, or remaining on the Airport shall be registered with Airport Operations giving owner(s) name(s), address(es), phone numbers (permanent and

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local), Aircraft type, aircraft registration number, and location of Aircraft at the Airport.  The owner and/or operator of any Aircraft remaining on the Airport for more than thirty (30) consecutive days, shall be required to present evidence of comprehensive general liability insurance coverage affecting the operation of said Aircraft in accordance with Section 4.17.

6.05  Permits for Air Shows

No air shows, air meets, fly-ins, aerial demonstrations, aerobatics, static displays or other special activities shall be held at or over the Airport without prior written permission of the Airport Director, FAA Flight Standards and Air Traffic Control.  No such permission shall be granted unless and until the applicant shall have secured insurance protection in an amount specified by the Authority and with the Authority named as “additional insured”, or as “named additional insured” as determined by the Authority based on an analysis of the risks involved in the proposed activity.  Such insurance and application shall be presented at least 30 days in advance of the date of the event.  The time period covered by the insurance shall be such that coverage is extended for the time required for setting up for the event and for the take-down/cleanup activities.  The Authority reserves the right to refuse such permission at its sole discretion.

6.06  Aircraft Taxi Control

Pilots will taxi their Aircraft into the Aircraft Movement Area of the Airport or from one area of the AMA to another area of the AMA only after they have received clearance from the Airport Control Tower.

6.07  Aircraft Taxi Speeds

Aircraft shall be taxied on Aprons and T-hangar Taxiways at a speed no greater than 15 miles per hour.  Taxing will be done with due regard for other Aircraft, Vehicles, persons and property.

6.08  Aircraft Taxi Procedure

No Aircraft shall taxi in such a manner so as to cause its wings or tail section to overhang any fixed field installation such as fences, buildings, hangars or mobile equipment such as fuel tenders, carts, automobiles or other Aircraft.

6.09  Takeoff and Landing

Takeoffs and landings shall be made only on the Airport’s designated Runways.  The Air Traffic Control Tower may use the Airport’s Taxiways for routine aircraft operations with the prior approval of the Airport Director or his designee and the issuance of the appropriate Notice To Airmen (NOTAMS).  The grass areas of the Airport are not designed to accommodate the landing or take off of fixed wing aircraft and there use for

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this purpose is prohibited.  Helicopters may land in the grass areas of the airport, at their own risk, with the permission of the Air Traffic Control Tower.  The pilot in command of an aircraft having declared an emergency may use solely at his/her own risk any portion of the airfield to accomplish the aircraft landing.

6.10  Runway Use Procedures

All aircraft landings and takeoffs will be in accordance with FAR Part 91.129, the Airman’s Information Manual and Air Traffic Control directions.

C.Aeronautical Ground Rules

6.11  Restrictions on Aircraft Start-up

A qualified pilot or mechanic shall be at the controls of all Aircraft whenever the engine is operated.  Under no circumstances shall an Aircraft engine be started or allowed to run with an unqualified pilot, mechanic, or other person or no person at the controls.

6.12  Restriction on Engine Run-up

All maintenance run-ups and new engine break-ins may only be performed in areas designated by Airport Operations.  Exhaust or engine blast shall be directed away from vehicles, buildings and other aircraft.  Requests to add or relocate designated run-up areas are to be submitted to the Airport Director’s office for written approval prior to initiating activities.

6.13  Disposition of Aircraft Parts

The Aircraft owner, at such owner’s sole cost, shall promptly remove and dispose of any wrecked aircraft or aircraft parts from the Airport.  Storage of salvage aircraft or parts is permitted only inside buildings located on exclusively leased areas of the Airport.  In the event the aircraft owner fails to comply with the immediate removal as noted above, or stores salvage aircraft or parts outside of a building and it is necessary for the Authority to remove such Aircraft or Aircraft parts for the safe operation and maintenance of the Airport, such removal shall be at the owner’s expense.  The Airport Authority, Board, its officers, employees and agents shall not be liable for any damage which may result in the course of such removal.

6.14  Unattended Aircraft

No Aircraft shall be left unattended on the Airport unless properly tied down, chocked, or otherwise secured or hangared.  Owners of Aircraft shall be responsible for any and all damage resulting from failure to comply with this provision.

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D.Aircraft Maintenance

6.15  General

All Aircraft maintenance, commercial or by owner, including maintenance of engines and components, shall be performed, and all registered aircraft maintained, in accordance with FAR Part 91 Subpart E, or other Federal regulations governing the maintenance of their particular type of aircraft.  All maintenance on the Airport shall be performed by Persons having all required certificates, permits, and authorization from the Authority to perform such service on Airport property.  Aircraft maintenance shall be performed only in areas or buildings designated for such purpose by the Authority in accordance with a lease or operating agreement between the Authority and the Operator.  All Aircraft maintenance activities shall be conducted in accordance with uniform building and fire codes.  The storage of non-a in worthy aircraft for parts salvage is prohibited unless such storage is inside building(s) on exclusively leased areas of the Airport.

The Aircraft owner shall maintain his/her Aircraft in such a condition that it does not endanger the general public, disrupt Airport operations, or cause environmental impact.

6.16  De-Icing/Anti-Icing

De-icing of Aircraft shall be performed in accordance with State and Federal environmental regulations, and airport operating procedures, and only in areas designated for such purpose by Airport Operations.  Aircraft operators or service providers engaging in de-icing or anti-icing activities shall report to the Authority the quantity and type of de-icing/anti-icing fluid used, the airfield location where used, and the weather conditions during each operation.  This information can be reported on a form provided by the Authority or on a form acceptable to the Authority.

SECTION 7 – FUEL HANDLING

7.01  Refueling, Defueling and Fuel Storage

The following general rules shall govern refueling, defueling, and sumping of aircraft, and the placing of fuels in storage tanks or dispensers.

a.No aircraft shall be refueled or defueled while aircraft engines are running or being preheated, or while such aircraft is in a hanger or enclosed area.

b.Prior to the fuel servicing of any aircraft or the transfer of fuel into storage, the fueling equipment shall be bonded to the aircraft or receiving vessel.

c.When malfunction of refueling equipment is detected, all refueling shall cease immediately and the malfunction remedied or the fueling unit replaced before

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fueling continues.  Any malfunction or irregularity detected on or within the aircraft being fueled shall be brought to the attention of the aircraft owner/operator immediately.

d.Persons engaged in fuel handling shall exercise extreme caution to prevent fuel spills.  If spills occur, fuel servicing shall cease and operator shall immediately notify Airport Operations.  Persons (company, agents, etc.) who cause fuel spills must take immediate action to control, contain, and recover the spill.  All costs and materials expended in the response and restoration of a fuel spill shall be the responsibility of the person (company, agent, etc.) causing the spill.  The environment (area) impacted by the spill shall be restored to at least the same condition that existed prior to the spill.

e.Fueling trucks, pumps, meters, hoses, nozzles, grounding/bonding devices and fire extinguishers shall be maintained to NFPA and ATA standards.

f.During fueling operations in connection with any aircraft, NFPA approved fire extinguishers shall be immediately available.

g.All fuel trucks must be properly labeled on all sides showing the product type.

h.All fuel trucks being worked on inside a closed building must first be defueled and vented before work begins.  Fuel trucks may not be stored in a building.

i.All fuel products must be supplied from stocks maintained or approved by Airport Operations.

j.Only persons engaged in fuel handling or in the maintenance and operation of the aircraft being fueled shall be permitted in the immediate vicinity of the aircraft during refueling operations.

k.Fuel products shall not be dispensed into, transferred or drained from any aircraft or equipment while in any hanger or other enclosure on the airport.

l.Fuel products dispensed at the Airport into aircraft or other vehicles shall be delivered by authorized vehicles or equipment approved by Airport Operations.

m.All self-fueling of aircraft shall be in accordance of the Airport’s fire safety and fuel handling standards and the Minimum Operating Standards.

n.All persons engaged in fuel handling, distribution, and storage shall have an amount of spill response materials acceptable to the Airport Director, or his designated representative.

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SECTION 8 - TIE DOWNS AREAS

8.01  Tie-Down Responsibility

Each pilot is responsible for securing his/her own Aircraft.  While FBO employees may assist the pilot upon request, the method used to tie-down an Aircraft and the duty of inspection to make sure that the Aircraft is properly tied-down is the responsibility of the Pilot.

8.02  Supplying of Ropes

Pilots are expected to supply their own Aircraft tie-down ropes.  In cases where tie-down ropes are provided by the FBO, it is the duty of the pilot to inspect the tie-down ropes and to determine whether the ropes are adequate under the circumstances, and to reject ropes that, in the pilot’s Judgment, are inadequate.

8.03  Defects

Aircraft owners and pilots shall immediately notify Airport Operations personnel upon discovery of any problem or defect associated with a tie-down space that could affect the safety or security or their Aircraft.

SECTION 9 - FIRE PREVENTION/HAZARDOUS MATERIALS

9.01  General Conduct

No Person in or upon the Airport shall do or omit any act if such action or lack thereof endangers persons or property.  All Persons using the Airport shall exercise the utmost care to guard against fire or injury to persons or property.  Any Person who has knowledge of a fire, a fire hazard, or other property or life threatening situation shall immediately notify Airport Operations personnel and/or the appropriate emergency assistance providers.  All requirements emanating from the Authority, State Fire Marshall or local fire authorities shall be compiled with by any and all tenants, lessees, commercial operators, invitees, and the public without delay.

9.02  Fire Apparatus

All Tenants, lessees, and commercial operators shall maintain adequate and readily accessible fire extinguishers approved by the National fire Protection Association (NFPA) for the particular types of hazards normally created by tenant’s, lessee’s or commercial operator’s activities or as may be recommended by the Fire Chief or Fire Inspector.  All fire apparatus shall be maintained in an operable condition pursuant to 29 CFR 1910.157.

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9.03  Compliance with Fire Prevention Signs

All Persons shall observe and comply with “No Smoking.” and other fire prevention signs.

9.04  Storage of Waste or Debris

No rubbish, paper or other waste or debris shall be permitted to be stored in or near any structure, hangar or Vehicle, except in approved metal receptacles, fitted with airtight covers.  Storage of oily waste, rags, and other flammable materials is not permitted at anytime on the Airport.  Such Items shall be promptly disposed of in the place and manner required by applicable environmental regulations.

9.05  Storage of Flammable Liquids

The storage of gasoline, kerosene, ether, liquid oxygen or other volatile liquids in authorized commercial maintenance facilities is subject to the written permission of the Authority.  Operators must demonstrate that the storage and proposed use is a necessary part of the maintenance services provided.  Permission for the storage of gasoline, kerosene, ether, liquid oxygen or other volatile liquids will not be given to anyone but commercial operators authorized to do maintenance, and even then, storage will be restricted to the minimum amounts necessary to perform the maintenance.  Storage is also subject to complete compliance with the requirements and recommendations of the Uniform Building and Fire Codes.  In no event may storage of these materials exceed the quantities permitted by building and fire codes.

The handling, dispensing and storage of aviation and automobile fuels shall be conducted in strict compliance with the Authority’s Minimum Standards.

9.06  Removal of Flammable Containers

Empty oil, paint and varnish containers shall be immediately removed from the Airport and shall not be allowed to remain on floors, shelves, wall stringers or in other locations in or near any structure.

9.07  Care of Hangar Floors

Floors of all hangars shall be kept free of oil and other flammable residue at all times.  The use of volatile flammables for cleaning is strictly prohibited.

9.08  Use and Disposal of Hazardous Materials

All hazardous materials, including but not limited to, flammable and/or toxic substances shall be used, stored, and disposed of, in accordance with these Rules and Regulations and all applicable local, State and Federal rules, regulations and laws and at the sole risk of the user.  Hazardous materials must be removed from the Airport and disposed at no

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authorized disposal site.  No hazardous materials may be disposed of by placing it down a drain or in a dumpster.  The user of any hazardous substance shall be fully and personally liable for any violation of such rule, regulation, or law along with the cost of any clean-up or damage that may result from such use.

9.09  Aircraft Fueling/Starting Engines

Aircraft must be removed completely from the hangar prior to fueling, de-fueling, or starting the engine.

9.10  Aircraft Maintenance Activities

Use of open flames or highly heated parts is not permitted in designated Aircraft maintenance facilities until all other Aircraft and all flammable/explosive materials have been removed from the hangar and adequate fire extinguishing equipment is readily available.  Cleaning of engine parts or Aircraft parts shall be done with non-flammable liquids or in designated open-air areas.  Maintenance may not be done in open-air areas without spill/drip pans being located under the Aircraft.  In no event shall oil, fuel or other hazardous materials be allowed to spill, drip, or leak onto the ramp during maintenance activities.  Maintenance personnel shall have available an amount of spill response materials acceptable to the Airport Director, or his designated representatives.

SECTION 10 - ENFORCEMENT

10.01  Enforcement Responsibility

The Airport Director, his designee or designees, is responsible for the day to day enforcement of the foregoing Rules and Regulations on behalf of the Authority.  The Airport Director may seek the assistance of local law enforcement personnel as necessary.  In accordance with FAA regulations, all persons with authorization to access to the AOA shall be responsible for compliance with these rules, FAA regulations and the security of the AOA, and shall use every effort to prevent unauthorized access to the AOA.

10.02  Enforcement Process

Any Person violating these Rules and Regulations is subject to being (1) charged with a minor misdemeanor in accordance with the provisions of Section 4582.99 of the Ohio Revised Code; (2) charged with a violation of the applicable criminal codes; (3) fined in accordance with FAA regulations; and (4) subject to any other legal remedies that may be available to the Authority, or all of the above.

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10.03  Liability for Fines

Any Person whose act, or failure to act, results in a fine or penalty being assessed against the Airport or Authority by any federal, state, or local governmental agency having jurisdiction over the Airport shall be fully liable for the payment or reimbursement of such fine or penalty in addition to the costs including attorney fees associated with the restitution, repair, or clean-up of conditions resulting from such violations.

10.04  Progressive Penalty Process

Airport Operations will conduct inspections and monitor daily Airport activities for compliance with these rules, including safety and security issues.  The goals of this program are (1) a safe Airport in compliance with Federal Aviation Administration (FAA) and Rickenbacker International Airport regulations and (2) the education of Airport tenants and Users about the regulations and these rules.  Safety and security of Airport operations requires that management and employees of the airlines, tenants, and the airport work closely with the FAA and the Authority to promote adherence to the Rules and Regulations.

The following Progressive Penalty Procedure has been established to encourage compliance with these Rules and Regulations and avoid other forms of legal remedies as noted in 10.02 above.  Nothing, however, shall bind the Authority or the FAA to follow the Progressive Penalty Process as a first course of action.  The Authority reserves the right to file charges if it appears that violator’s response to this process will not result in the desired compliance.

Progressive Steps:  Instead of filing criminal misdemeanor charges as noted in 10.02 above, violators and their on Airport employers may be offered the following remedies for a minor violation of the rules.  It is the Authority’s sole decision whether a violation shall be considered minor.

(a)Written Warning:

Any first occurrence of a violation of the rules and regulations set forth in this document could result in a written warning.  Information concerning the violation will be attached to the violator’s record in the Airport Operations ID Badge database.  If an airport tenant’s employee receives a warning, the employee’s Manager will be notified of the incident in writing by the Director of Airport Operations.

(b)I.D. Badge Revocation and Training

Any second occurrence of a violation by the same employee may result in the employee being escorted out of the secured area.  The reporting officer will retain the employee’s I.D. badge and the employee’s supervisor will be notified of the

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incident.  The employee must successfully complete the Authority’s re-training requirements in the area of the violation prior to the return of the I.D. badge and reinstatement of access privileges.

(c)Permanent I.D. Badge Revocation

Any third occurrence of any violation involving the same employee will result in the employee being escorted out of the secured area.  The employees I.D. Badge will be permanently withdrawn by the Airport Director and the employee’s manager will be notified in writing.

ADOPTED: June 7, 2000

EFFECTIVE DATE: June 7, 2000

Supersedes All Previous Rules and Regulations including those adopted July 1992.

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Exhibit I – Site Dimension Plans

[GRAPHIC]

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Exhibit J – Site Preparation Work

Sanitary

Install Six New manholes

Remove six existing manholes

Install 1240 feet of new 15” sewer pipe

Grout in place 1230 feet of existing sewer pipe

Grout in place 500 feet of existing miscellaneous pipe

Water

Remove 220 feet of 12” line

Remove 750 feet of 6” line

Storm

Remove 610 feet of 42” storm line

Install 650 feet of 42” storm line

Pavement Demolition

Remove 3400 square yards of existing pavement

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Exhibit K – Ramp

[GRAPHIC]

To be updated upon completion of design.

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Exhibit L – Tenant Work Permit

COLUMBUS REGIONAL AIRPORT AUTHORITY
4600 International Gateway, Columbus, Ohio 43219 614-239-5010, Fax 614-238-7850
TENANT WORK PERMIT APPLICATION
Except for routine maintenance on tenant-installed equipment, a permit is required any time a Tenant performs construction or modification work located on Airport Property.  The permitting process is described on the back of this form.

NOTE: THIS APPLICATION MUST BE SUBMITTED TO THE AIRPORT AUTHORITY BEFORE APPLYING FOR ANY CITY PERMITS THAT MAY BE REQUIRED

TITLE OF PROJECT:

LOCATION OF WORK (Building, Concourse, Room No., Etc.):                                        oPCIA  oBOLTON

Estimated Start Date:                Estimated Construction Duration:                Estimated Construction Cost:            

Have you discussed this work with CRAA Properties personnel ?  NO o  YES   o  Prevailing Wage   NO  o  YES  o

Are drawings and/or specifications enclosed ?  o No   oYes (Submit 3 sets.  You may be required to submit additional sets if determined necessary by the Authority.)

Proposed Work Includes (check all that apply):		NOTE:		Tenant is responsible for providing all AOA access needed to complete the proposed work.
o Antenna/Communications	o Podium/Backscreens
o Electrical modifications	o New drywall		o Roof penetration(s)
o HVAC modifications	o Demolition of existing walls		o Underground or aboveground storage tanks
o Plumbing modifications	o Land Disturbance		o Other

By signing below, Tenant acknowledges receipt of the CRAA TENANT CONSTRUCTION MANUAL and agrees to be bound by the terms and conditions of this manual and this application for the proposed work and certifies that employees are qualified and OSHA trained to perform the work.

REQUESTING TENANT:	Phone No.:
SIGNATURE:	Fax No.:

(Printed Name) (Title) (Date)

NAME/MAILING ADDRESS FOR APPROVED TWP:

CONTRACTOR (if known):                                                 Phone No.:                                     Fax No.:                       

ARCHITECT/ENGINEER/DESIGNER (if applicable):

ADDRESS:
CONTACT:	Phone No.:	Fax No.:

AUTHORITY USE ONLY – FOR APPROVAL TO PROCEED WITH CONSTRUCTION:

PROPERTIES (Initials & date)	FACILITIES (Initials & date)
COMMUNICATIONS/IT (Initials & date)	GARAGE (Initials & date)
ENVIRONMENTAL (Initials & date)	OTHER

WORK PERMIT APPROVAL

Construction is hereby authorized to proceed on the proposed Work, after all appropriate City permits have been obtained and the pre-construction meeting has been held.  All Work done under this authorization is at the Tenant’s own expense and risk, and the Columbus Regional Airport Authority shall not be held liable for any damages, losses, or injuries resulting from or connected in any way with this Work.

o   Approved with attached conditions

Permit Number	Angela R. Tickle, P.E. (or Designee)	Date
	Vice President, Planning & Engineering

FINAL INSPECTION

Conditions or Exceptions	Accepted:
	CRAA Manager	Date
	CRAA Vice President, Planning & Engineering	Date

Updated 6/12/2003

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The Columbus Regional Airport Authority Tenant Work Permit Process

Port Columbus International Airport/Bolton Field Airport

Except for routine maintenance on tenant-installed equipment, a permit is required any time a Tenant performs construction or modification work located on Authority Property.

Obtaining a Work Permit

1.Discuss preliminary concept of work with Properties (239-3173).

2.Upon approval of concept by Properties, obtain a Work Permit Application and Construction Manual from the Planning and Engineering Division at 239-5010.

3.Submit the following (via mail or fax) to the CRAA Planning and Engineering Division at the address and fax number at the bottom of this page:

a.A completed CRAA Work Permit Application.

b.Three (3) sets of preliminary construction plans and specifications for the planned work.

4.Documents are then reviewed by Airport Staff.  Accurate and complete documentation takes less time to process.  When it is determined that the documents for the project are in compliance with the CRAA standards and all other requirements have been met, an approved CRAA Tenant Work Permit for the work will be issued.

5.After obtaining all appropriate City and related permits, submit three sets of final construction plans and specs.  Upon receipt of the final plans, a pre-construction meeting may be held with CRAA Staff.  Depending upon the scope of work, this meeting may be held prior to obtaining City and related permits in order to expedite construction.

6.At the Pre-Construction Conference, the contractors will be briefed on rules, regulations, and procedures to be followed for the construction project.  Contractors should be prepared to discuss the project in detail.  The contractor should submit to the Authority:

a.A copy of the contractor’s insurance documentation on CRAA forms, as applicable.  If construction costs exceed $25,000, submit performance bonds on CRAA forms.

b.A list of all sub-contractors to be used and their phone numbers.

c.Provide an Emergency Contact list.

Project Design, Construction, and Inspection

All work must be performed by properly licensed personnel and comply with the State of Ohio and City of Columbus Building Code, and all other rules, regulations, and policies of agencies having jurisdiction.  Contractors must adhere to the appropriate sections of the Authority’s Construction Manual.  The Authority reserves the right to restrict the hours of work for work deemed to be excessively disruptive to the airport, at no additional cost to the Authority.

All materials and each portion of the Work is subject to inspection by the Authority.  Other federal, state, and local agencies may require the contractor to have permits and inspections in addition to those required by the Authority.  The Authority shall have no responsibility to insure that other permits or inspections are properly obtained, scheduled, or completed. Copies of all final, signed inspection documents should be forwarded to the Authority.

Contractor or tenant shall notify the Authority representative when the work is complete, and a final inspection of the project will be scheduled by the Authority.

Project Close Out

The project will be closed out when the contractor has:

1.Successfully completed the CRAA Final inspection.  At the Authority’s option, work not completed as agreed will be performed by CRAA and billed back to the tenant.

2.Submitted signed and sealed As-built documents (on CAD disk if required).

3.Submitted a copy of the contractor’s Final Release of Lien and a letter stating the work is complete.

Contractor Insurance and bonds must remain current and in force until the Work Permit is closed.

Permit Fees and Charges

The Authority does not currently charge a fee for the Work Permit.  However, work completed without an approved Work Permit will be subject to tenant charges or removal at tenant expense.  All project permitting and development costs, fees, and taxes required to complete the work are the responsibility of the Tenant and Contractor.

For Further Information About This Program

CRAA Planning and Engineering Division		Mailing Address
Work Permit Program Manager Kitty Daehnke	614/238-7814	Tenant Work Permit Program
Forms and Applications	614/239-5010	Columbus Regional Airport Authority
Fax	614/238-7850	4600 International Gateway
Inspections	614/238-7814	Columbus, OH 43219
Vice President, Planning & Engineering	614/239-4011	Attn: Tenant Work Permit Project Manager
City of Columbus Development Regulations Division	614/645-8139

Updated 6/12/2003

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Exhibit N – Easement

[GRAPHIC]

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Exhibit P - Leasehold Mortgage Language

CONSENT AND ESTOPPEL CERTIFICATE

This Consent and Estoppel Certificate is made this            day of               , 200   by COLUMBUS REGIONAL AIRPORT AUTHORITY, the operator of Rickenbacker International Airport and a port authority organized and existing under and by virtue of the laws of the State of Ohio, with an address of 4600 International Gateway, Columbus, Ohio 43219 (“Lessor”), for the benefit of                                     , a(n)                                        with an address of                             ,                (“Lender”), in order to induce Lender to extend credit to AIRNET SYSTEMS, INC., an Ohio corporation, with an address of 3939 International Gateway, Columbus, Ohio 43219 (“Lessee”).

Recitals

A.Lessor and Lessee entered into a Land Lease dated as of                   , 200   (the “Lease”), pursuant to which Lessor leased to Lessee the premises (“Premises”) described therein A Memorandum of Lease is of record as Instrument No.                  in the Recorder’s Office, Franklin County, Ohio.

B.Lessee desires to obtain certain credit (the “Credit”) from the Lender which will be secured, in part, by a first leasehold mortgage (the “Leasehold Mortgage”) encumbering Lessee’s leasehold interest in the Premises.

C.Lender requires as a condition precedent to extending the Credit that Lessor execute this Certificate.

Certification

Lessor hereby certifies to and/or agrees with the Lender as follows:

(a)The copy of the Lease attached hereto as Exhibit “A” is a true and complete copy of the lease and any amendments or other agreements entered into by and between Lessor and Lessee with respect to the Premises and there are no other modifications or amendments thereto.  There are no other agreements or commitments involving Lessor and/or Lessee in connection with the Lease or the Premises except [here list the other ancillary agreements between the Authority and Airnet];

(b)The Lease evidences the valid, binding and enforceable obligation of Lessor and is presently in full force and effect and unmodified, except as otherwise stated herein;

(c)To the best of the Lessor’s knowledge there are no outstanding contingencies which might result in the termination of or an option to terminate the Lease;

(d)As of this date, there are no uncured breaches or defaults under the Lease known to Lessor; and Lessee has not notified Lessor of any charges, liens or claims of offset under the Lease or otherwise against rents or other amounts due or to become due to Lessor thereunder;

(e)The rent and all other sums, if any, due Lessor under the Lease are paid current to the date hereof;

(f)The term of the Lease and payment of the rents thereunder have commenced.  The original term of the Lease expires on                   .  There are             10-year renewal options;

(g)Prior to the release of Lender’s Leasehold Mortgage, Lessor will not amend, change or modify the Lease or accept surrender of the Lease, without in each case the prior written consent of Lender;

(h)Lessor hereby consents to the granting by Lessee of the Leasehold Mortgage to Lender;

(i)Lender shall be entitled to and is hereby granted the benefit of the provisions of the Lease pertaining to leasehold mortgagees, including without limitation, the provisions of Section           of the Lease with respect to the agreement of Lessor to provide Lender with notice of Lessee’s defaults under the Lease and the right of Lender to cure such defaults within the time period specified in the Lease and promptly initiate and diligently conclude a foreclosure of the Leasehold Mortgage.  Provided that Lender is in compliance with these Lease provisions, Lessor may not take any action to terminate the Lease.  Any notices required to be sent to the leasehold mortgagee pursuant to the terms of the Lease shall be mailed to:

(j)Lessor and Lender acknowledge and agree that:

(i)This Consent and Estoppel Certificate shall bind Lessor and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns, as owner and holder of the loan secured by the Leasehold

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Mortgage, and to the benefit of any person who, pursuant to foreclosure proceedings or conveyance in lieu thereof, succeeds to Lessee’s interest under the Lease in accordance with the provisions of the Lease.  No further consent by Lessor shall be required for any acquisition by Lender through foreclosure or conveyance in lieu of foreclosure; provided that Lender shall assume all responsibilities and obligations of Tenant under the Lease.

(ii)Any payments due by Lessor to Lessee upon termination of the Lease and any condemnation proceeds due to Lessee with respect to the value of the improvements and the value of the unexpired term and option term of the Lease shall be paid to Lender until Lessor receives written notice that the Leasehold Mortgage has been released.  Any insurance proceeds shall be paid to Lender for application to restoration (If required under the Lease) and otherwise as provided in the Leasehold Mortgage.

(iii)If the Lease is terminated by operation of law, as a consequence of its rejection in bankruptcy by Lessee’s trustee or for any other reason, notwithstanding that Lender has exercised its rights to cure Lessee’s default(s) and foreclose the lien of the Leasehold Mortgage, Lessor agrees in such circumstances to execute a new lease effective as of the date of termination of the Lease; and such new lease shall be for a term equal to that period, absent the termination of the Lease, which would have been the unexpired portion of the term of the Lease and shall otherwise be on the same terms, covenants, conditions, and agreements as are contained in the Lease.

(iv)Lessor acknowledges that certain defaults are personal to Lessee (e.g. Lessee’s bankruptcy) and not reasonably susceptible to cure by Lender, and that certain defaults may only be cured after Lender has obtained possession of the Premises.  As provided in the Lease, Lender shall be required to cure defaults reasonably susceptible to cure by Lender and, with respect to non-monetary defaults not curable without having obtained possession of the Premises, Lender shall be provided the period of time provided in the Lease after Lender has obtained possession in order to cure such defaults.

(k)Lessor acknowledges and understands that Lender will rely on this Certificate in extending the Credit to Lessee; however, this Certificate is furnished solely for the benefit of Lender or any subsequent lender as described in Subparagraph (j)(i) and may not be relied upon by any other person.

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IN WITNESS WHEREOF, Lessor, by its duly authorized officer, has executed this Consent and Estoppel Certificate.

COLUMBUS REGIONAL AIRPORT
  AUTHORITY

By:

Name:  Elaine Roberts

Title:  President and CEO

STATE OF OHIO,

COUNTY OF FRANKLIN, SS:

The foregoing instrument was acknowledged before me this        day of           , 200   by Elaine Roberts, the President and CEO of Columbus Regional Airport Authority, an Ohio port authority, on behalf of the port authority.

Notary Public

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Lessee confirms to Lessor that Lessee has mortgaged the leasehold to Lender and requests Lessor to execute this Consent and Estoppel Certificate, this            day of             200    .

AIRNET SYSTEMS, INC.

By:

Name:

Title:

STATE OF OHIO,

COUNTY OF FRANKLIN, SS:

The foregoing instrument was acknowledged before me this            day of             , 200   , by               ,                of AirNet Systems, Inc., an Ohio corporation on behalf of the corporation.

Notary Public

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                                       acknowledges the terms of this Consent and Estoppel Certificate, this          day of            , 200   .

[LENDER]

By:

Name:

Title:

STATE OF                          ,

COUNTY OF                  , SS:

The foregoing instrument was acknowledged before me this        day of          , 200   , by                                      of                          a(n)                               , on behalf of the                                      .

Notary Public

THIS INSTRUMENT PREPARED BY:

Gary E. Davis, Esq.

VORYS, SATER, SEYMOUR AND PEASE LLP

52 East Gay Street

P.O. Box 1008

Columbus, Ohio 43216-1008

(614) 464-6386

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EX-10.2

Exhibit 10.2

LEASEHOLD IMPROVEMENTS PURCHASE AGREEMENT

This Leasehold Improvements Purchase Agreement (“Agreement”) is made this 20^th day of  January, 2004 by and between AirNet Systems. Inc., an Ohio corporation having a mailing address of 3939 International Gateway Drive, Columbus, Ohio 43219 (“Seller”), and Columbus Regional Airport Authority, a port authority organized and existing pursuant to  Chapter 4582 of the Ohio Revised Code having a mailing address of 4600 International Gateway, Columbus, Ohio 43219 (“Buyer”).

Background

A.Seller, as lessee, and Buyer, as lessor, are currently parties to the following described lease (the “Lease”) relating to real property located at Port Columbus International Airport and more particularly described in the Lease (the “Leased Premises”):

Lease Agreement between the City of Columbus and Jerry G. Mercer dated October 4, 1984, as modified by (a) Modification #1 dated June 11, 1985, (b) Modification #2 dated June 11, 1986, (c) Modification #3 dated  May 15, 2987, (d) Modification #4 dated August 17, 1989, (e) Modification #5 dated December 15, 1994 and (f) Modification #6 dated September 1, 2002.

B.The Leased Premises have been improved with certain leasehold improvements consisting of an approximately 78,000 square foot hangar/sort/office facility and related site improvements (collectively, the “Leasehold Improvements”) owned by Seller.

C.Simultaneous with their execution and delivery of this Agreement, Buyer, as landlord, and Seller as tenant, are executing that certain lease agreement (the “Rickenbacker Lease”) pursuant to which (i) Seller is leasing from Buyer an approximately 8.098 acre site at Rickenbacker International Airport upon which Seller will be constructing a new hangar/sort/office facility to house its aeronautical operations (the “Rickenbacker Leasehold Improvements”) and (ii) Buyer has agreed to construct an aircraft parking ramp (the “Ramp”) adjacent to Seller’s proposed new facility.

D.As an inducement to Seller to enter into the Rickenbacker Lease, Buyer has agreed to purchase the Leasehold Improvements from Seller and terminate the Lease, all in accordance with terms and conditions hereinafter set forth.

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Agreement

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, the parties hereby covenant and agree as follows, intending to be legally bound hereby:

§ 1.Purchase and Sale.  Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Leasehold Improvements. The Leasehold Improvements shall include all of the right, title and interest of Seller in and to all improvements now or hereafter located on the Leased Premises.  The Leasehold Improvements do not include (a) any aircraft or other personal property owned by Seller and located at the Leased Premises or (b) any of the property more particularly described on Exhibit A attached hereto.

§ 2.Purchase Price.  The purchase price for the Leasehold Improvements (the “Purchase Price”) is Three Million Eight Hundred Fifty Thousand Dollars ($3,850,000) payable in cash at the Closing (as hereinafter defined) in the form of a certified or bank check or wired federal funds.

§ 3.Closing.  The closing of the transaction contemplated by this Agreement (the “Closing”) shall take place (a) at the offices of Seller or such other place as Seller and Buyer may mutually agree upon in writing, and (b) during the month of December, 2004, with the date and time of Closing to be established by Seller in a written notice to Buyer given not less than seven (7) days prior to the scheduled Closing date. Notwithstanding the foregoing, the Closing may be postponed by Seller or Buyer pursuant to the provisions of Section 5 hereof.

§ 4.Representations and Warranties of Seller.  To induce Buyer to enter into this Agreement to purchase the Leasehold Improvements, Seller represents and warrants to Buyer as follows:

a.There are no leases, subleases, tenancies, licenses, or other rights of occupancy or use of any portion of the Leased Premises other than the Lease.

b.Seller is the sole legal and beneficial owner of the Leasehold Improvements.

c.The Leasehold Improvements are free and clear of all liens, security interests, encumbrances, pledges, claims of others, or equitable interests of any kind whatsoever.

d.Seller does not know of any pending or threatened condemnation or eminent domain proceedings that would affect the Leasehold Improvements.

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e.No litigation or proceeding is pending or threatened relating to Seller or the Leasehold Improvements or any part thereof, which could have an adverse effect on title to or the use and enjoyment or value of the Leasehold Improvements or any part thereof, or which could in any way interfere with the consummation of this Agreement.

f.Seller does not know of any existing conditions in the Leasehold Improvements that violate any environmental laws, rules, regulations or permits or require any remedial or corrective action pursuant to said environmental laws, rules, regulations or permits.

It shall be a condition of Buyer’s obligation to close the transaction which is the subject of this Agreement that all of the foregoing warranties and representations remain true as of the date of the Closing.

§5.Closing Contingencies.

(a)Seller’s Contingency.  Seller’s obligation to proceed to Closing is specifically conditioned upon Buyer, at the time of the Closing, having progressed with construction of the Ramp to the point that, in Seller’s reasonable opinion, construction of the Ramp will be completed within the time established in Section V.B of the Rickenbacker Lease. If, in Seller’s reasonable opinion, construction of the Ramp has not so progressed at the time of Closing, Seller may elect one of the following options:

(i.)Seller may elect to proceed with the Closing; or

(ii.)Seller may elect to postpone the Closing to a date which is no later than thirty (30) days following the date construction of the Ramp is completed.

Seller’s election to proceed under either of the options above shall be made in a written notification given to Buyer at any time on or prior to the scheduled date of the Closing. If Seller elects to postpone the Closing, the actual date of Closing shall be established in a subsequent written notice from Seller to Buyer. Anything contained herein to the contrary notwithstanding, in the event Seller elects to postpone the Closing, Seller shall have the option to terminate this Agreement if Buyer does not complete construction of the Ramp within the time established in Section V.B of the Rickenbacker Lease. If Seller elects to terminate this Agreement, then the parties shall be released from all further obligations hereunder effective as of the date of such notice of termination.

(b)Buyer’s Contingency.  Buyer’s obligation to proceed to Closing is specifically conditioned upon Seller, at the time of the Closing, having progressed with construction of the Rickenbacker Leasehold Improvements to the point that, in Buyer’s reasonable opinion, construction of the Rickenbacker Leasehold Improvements will be completed within the time established in Section V.A of the Rickenbacker Lease. If, in

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Buyer’s reasonable opinion, construction of the Rickenbacker Leasehold Improvements has not so progressed at the time of Closing, Buyer may elect one of the following options:

(i.)Buyer may elect to proceed with the Closing; or

(ii.)  Buyer may elect to postpone the Closing to a date which is no later than thirty (30) days following the date construction of the Rickenbacker Leasehold Improvements is completed.

Buyer’s election to proceed under either of the options above shall be made in a written notification given to Seller at any time on or prior to the scheduled date of the Closing. If Buyer elects to postpone the Closing, the actual date of Closing shall be established in a subsequent written notice from Buyer to Seller. Anything contained herein to the contrary notwithstanding, in the event Buyer elects to postpone the Closing, Buyer shall have the option to terminate this Agreement if Seller does not complete construction of the Rickenbacker Leasehold Improvements within the time established in Section V.A of the Rickenbacker Lease and, as a result thereof, the Rickenbacker Lease is terminated. If Buyer elects to terminate this Agreement, then the parties shall be released from all further obligations hereunder effective as of the date of such notice of termination.

§6.Closing Documents.  (a) Seller Documents. At Closing, Seller shall execute and deliver to Buyer the following documents:

(i)Deed and Bill of Sale substantially in the form of the attached Exhibit B (the “Deed”), conveying the Leasehold Improvements to Buyer.

(ii)Lease Termination Agreement substantially in the form of the attached Exhibit C (the “Termination Agreement”), terminating the Lease.

(iii)Lease Agreement (the “New Lease”), pursuant to which Buyer leases to Seller the Leased Premises and Leasehold Improvements pending the completion of construction of the Ramp and Rickenbacker Leasehold Improvements. The terms and conditions of the New Lease will be substantially the same as the existing Lease, except that (A) it will be a lease of the Leased Premises and Leasehold Improvements, (B) the rent will be $30,000 per month, with the first 3 months being abated (i.e., rent free), (C) the term shall end on the date Seller completes its move-in under the Rickenbacker Lease, and (D) there shall be no renewal options or rights-of-first refusal to purchase. If Seller or Buyer elects to postpone the Closing pursuant to Section 5 hereof until construction of the Ramp or Rickenbacker Leasehold Improvements, as applicable, is completed, the New Lease will not be required.

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(iv)Appropriate certificates of Seller regarding the authorization of the sale and the authority of any person who has signed this Agreement or any of the closing documents on behalf of Seller.

(v)A closing statement, a non-foreign person affidavit [§1445, IRC, FIRPTA] and any other document which is customarily executed and delivered by a seller at a real estate closing in the county where the Leasehold Improvements are located or which may be reasonably requested by Buyer.

(b) Buyer Documents.  At the Closing, Buyer shall execute and deliver to Seller the following documents: (i) any of the closing documents set forth in §6(a) wherein Buyer’s execution and delivery is necessary or appropriate; (ii) a closing statement and any other document which is customarily executed and delivered by a buyer at a real estate closing in the county where the Leasehold Improvements are located or which may be reasonably requested by Seller; and (iii) an appropriate certificate of Buyer regarding the authorization of the purchase and the authority of any person who signed this Agreement or any of the closing documents on behalf of Buyer.

§7.Brokers.  Seller and Buyer each represents and warrants to the other that it has not dealt with any broker or other intermediary to whom a fee or commission is payable in connection with or relating to the transaction which is the subject of this Agreement. Seller and Buyer shall each defend, indemnify, and hold the other harmless from and against any and all liability, claim, charge, or damages, including without limitation attorney fees and court costs, incurred by the other as a result of any breach of the foregoing representation.

§8.Real Property Taxes; Utilities.   Real property taxes and all utility charges are Seller’s responsibility under the Lease. Therefore, there shall be no prorations of real property taxes or utilities and, notwithstanding the termination of the Lease, Seller shall continue to be responsible for the payment of real property taxes and utilities with respect to the Leased Premises and Leasehold Improvements through the date of the Closing. Seller’s obligations under this Section 8 shall survive the Closing.

§9.Casualty; Condemnation.  If any portion of the Leasehold Improvements shall be taken, or proposed to be taken, by condemnation or purchase in lieu thereof, or shall be damaged by fire or other casualty, before Closing, Seller shall immediately

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advise Buyer thereof. Seller shall not agree to any settlement in any condemnation proceeding, or agree to any purchase in lieu thereof, without Buyer’s consent, which consent will not be unreasonably withheld or delayed. Unless the Buyer disputes the amount of any insurance proceeds, or Seller has failed to maintain the insurance coverage required by the Lease to insure against loss caused by fire or other casualty, the occurrence of any such condemnation or purchase in lieu thereof, or the occurrence of any such fire or other casualty, shall not affect this Agreement, except that the Purchase Price shall be reduced by the total of any awards or settlement proceeds, or the total of any insurance proceeds, as appropriate, received by Seller at or prior to the Closing. At Closing, Seller shall assign to Buyer (a) all rights of Seller in and to any awards or settlement proceeds, if any, which remain payable to Seller by reason of any such taking or acquiring of the Leasehold Improvements, and (b) all rights of Seller in and to any insurance proceeds or other proceeds which remain payable by reason of any such casualty loss to the Leasehold Improvements.

If Buyer disputes the amount of any insurance proceeds that result from any damage to the Leasehold Improvements by fire or other casualty, before Closing, Seller may elect to postpone the Closing until such time as (a) the parties are able to agree upon an amount that accurately represents the reduction in the value of the Leasehold Improvements or (b) Seller has repaired the damage and restored the Leasehold Improvements to the condition that existed immediately prior to such damage.

If Seller for any reason fails to maintain the insurance coverage required by the Lease to insure against losses caused by fire or other casualty, and an uninsured fire or other casualty occurs prior to Closing, then Buyer may elect to either:

(i.)Terminate this Agreement, or

(ii.)Reduce the purchase price of the Leasehold Improvements by an amount reasonably determined by the Buyer’s own insurance carrier as representing (A) the cost to repair/replace the Leasehold Improvements or (B) the loss in the value of the Leasehold Improvements.

Notwithstanding anything to the contrary contained in this Agreement, the intent of the parties in this Section 9 is that Seller bear the risk of loss prior to Closing.

§10.As Is.  Buyer acknowledges and agrees that as of the date of this Agreement, Buyer has thoroughly examined the Leasehold Improvements, the public records and all governmental restrictions concerning the Leasehold Improvements and, in making this Agreement, except as otherwise expressly provided herein, is buying the Leasehold Improvements “AS IS” and is relying solely upon Buyer’s examinations with reference to (i) the condition, character, quality, appearance and environmental state of the Leasehold Improvements, and (ii) all zoning ordinances and regulations, local ordinances, use restrictions and other governmental controls, regulations and restrictions in force in respect of the Leasehold Improvements. Buyer further acknowledges that, except as otherwise expressly provided herein, Seller has not made and shall not be

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requested to make any express or implied warranties, whether oral or in writing, with respect to the foregoing or otherwise concerning the Leasehold Improvements

Notwithstanding anything contained in this Section 10 to the contrary, Buyer’s agreement to buy the Leasehold Improvements “AS IS” is expressly contingent upon there being no material adverse change to the condition of the Leasehold Improvements (as they exist on the date of this Agreement) between the date of this Agreement and the date of the Closing. Prior to Closing, Buyer shall conduct a walk-through of the Leasehold Improvements and notify Seller of any items it reasonably determines to be material adverse change(s) in the condition of the Leasehold Improvements. If Buyer identifies any such material adverse  change(s), Buyer shall have the right to postpone the Closing until such time as (a) the parties are able to agree upon an amount that accurately represents the reduction in the value of the Leasehold Improvements or (b) Seller has repaired or remedied the condition(s) constituting such material adverse change(s).

§11.Notices.  Any notice required or intended to be given to any party under the terms of this Agreement shall be in writing and shall be deemed duly given when (i) delivered personally; (ii) the next business day after deposit with a reputable overnight delivery service; or (iii) three (3) business days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed to the pertinent party at the following addresses or at such other addresses as the parties may hereafter designate by notice:

If to Seller:	If to Buyer:
AirNet Systems, Inc.	Columbus Regional Airport Authority
Attn: Chief Executive Officer	Attn: President & CEO
3939 International Gateway	4600 International Gateway
Columbus, Ohio 43219	Columbus, Ohio 43219

§12.Entire Agreement.  This is the entire Agreement between the parties, and there are no other terms, obligations, covenants, representations, or conditions, oral or otherwise, of any kind whatsoever. Any agreement hereafter made shall be ineffective to modify this Agreement, unless that agreement is in writing and signed by the party against whom enforcement is sought. However, the parties acknowledge that nothing in this Agreement is intended in any way, prior to the Closing, to change or modify the existing obligations between the parties contained in the Lease.

§13.Successors and Assigns.  This Agreement shall be binding on and shall inure to the benefit of the parties to this Agreement and their respective successors and assigns.

§14.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

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§15.Duplicate Originals.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

§16.Headings.  The captions and headings contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement.

§17.Severability.  If any provision of this Agreement or the application of any provision to any person or to any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of Seller and Buyer that if any provision of this Agreement is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

§18.Number and Gender.  When used in this Agreement, the singular number and neuter gender of each personal pronoun shall be construed to mean such number and gender as the context, circumstances or its antecedent may require.

§19.Time of Essence.  Time is of the essence in connection with the parties’ performance of all of the terms, conditions, covenants, obligations and agreements set forth in this Agreement.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first set forth above.

SELLER		BUYER
AIRNET SYSTEMS, INC.		COLUMBUS REGIONAL AIRPORT AUTHORITY
By:	/s/ Joel E. Biggerstaff	By:	/s/ Elaine Roberts
	Joel E. Biggerstaff, CEO		Elaine Roberts, President and CEO

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EXHIBIT A

Items Not Included in Leasehold Improvements

Emergency generators

Air compressors

Vehicle lift in auto garage

Equipment in engine rebuilding/cleaning area

Flight simulators

Shelving

Personal property

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Exhibit B

Deed & Bill of Sale

DEED AND BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that AIRNET SYSTEMS, INC., an Ohio corporation (“Grantor”), in consideration of the sum of One Dollar ($1.00) and other valuable considerations to it paid by COLUMBUS REGIONAL AIRPORT AUTHORITY, a port authority organized and existing pursuant to Chapter 4582 of the Ohio Revised Code (“Grantee”), the receipt of which is hereby acknowledged, does hereby GRANT, SELL, ASSIGN, TRANSFER and CONVEY to the Grantee, its successors and assigns forever, all of the Grantor’s right, title and interest in and to the following property (the “Buildings”) [here describe the buildings and other property being conveyed]

The Buildings are situated on certain real property located in the City of Columbus, County of Franklin, and State of Ohio, which real property is more particularly described as follows:

Being the real property bounded and more particularly described in Exhibit A attached hereto and hereby made a part hereof.

TO HAVE AND TO HOLD said Buildings, with all the privileges and appurtenances thereunto belonging, to the Grantee, its successors and assigns forever.

And the said Grantor, for itself and its successors, does hereby represent, warrant and covenant with the said Grantee, its successors and assigns, that:

1.Grantor is the sole legal and beneficial owner of the Buildings.

2.The Buildings are free and clear of all liens, security interests, encumbrances, pledges, claims of others or equitable interests of any kind whatsoever.

3.No work has been performed on, or improvements constructed in the buildings, that may result in future liens, security interests, encumbrances, pledges, claims of others or equitable interests of any kind whatsoever.

4.Grantor does not know of any pending or threatened condemnation or eminent domain proceedings that would affect the Buildings.

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5.No litigation or proceeding is pending or threatened relating to Grantor or the Buildings or any part thereof which could have an adverse effect on title to or the use and enjoyment or value of the Buildings or any part thereof.

IN WITNESS WHEREOF, the said AIRNET SYSTEMS, INC. has caused this Deed and Bill of Sale to be executed and delivered by its duly authorized officer this    day of          , 200  .

AIRNET SYSTEMS, INC.

By:

STATE OF OHIO,

FRANKLIN COUNTY, SS:

The foregoing instrument was acknowledged before me this   day of          , 200   by                              ,                                of AirNet Systems, Inc., an Ohio corporation, on behalf of the corporation.

Notary Public

This Instrument Prepared By:

Gary E. Davis, Esq.

Vorys, Sater, Seymour and Pease

52 East Gay Street

P.O. Box 1008

Columbus, Ohio 43216-1008

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Exhibit C

Lease Termination Agreement

LEASE TERMINATION AGREEMENT

This Lease Termination Agreement (the “Agreement”) is made and entered into to be effective as of __, 200_, (the “Effective Date”), by and between Columbus Regional Airport Authority, a port authority organized and existing under Chapter 4582 of the Ohio Revised Code (“Landlord”), and AirNet Systems, Inc., an Ohio corporation (“Tenant”).

Background Information

A.Landlord and Tenant are currently parties to the following described lease (the “Lease”) relating to real property located at Port Columbus International Airport and more particularly described in the Lease (the “Leased Premises”):

Lease Agreement between the City of Columbus and Jerry G. Mercer dated October 4, 1984, as modified by (a) Modification #1 dated June 11, 1985, (b) Modification #2 dated June 11, 1986, (c) Modification #3 dated May 15, 1987, (d) Modification #4 dated August 17, 1989, (e) Modification #5 dated December 15, 1994 and (f) Modification #6 dated September 1, 2002.

[Note: The Lease references an “aircraft motor fuel and aircraft lubricant sales agreement.”  If such an agreement (or any other ancillary agreements) exists, it should also be terminated.]

B.Landlord and Tenant have entered into a new lease pursuant to which Tenant is leasing from Landlord an approximately 8.098 acre site at Rickenbacker International Airport (“Rickenbacker”) upon which Tenant [is now; will be] conducting its aeronautical operations.

C.Landlord is on this date purchasing from Tenant certain Leasehold Improvements (the “Leasehold Improvements”) owned by Tenant and located on the Leased Premises, and in connection with said purchase, and in order to facilitate Tenant’s relocation of its aeronautical operations to Rickenbacker, Landlord and Tenant have agreed to terminate the Lease in accordance with the terms and conditions hereinafter set forth.

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Exhibit C

Lease Termination Agreement

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and agreements hereinafter set forth, the parties hereby covenant and agree as follows, intending to be legally bound hereby:

1.Termination of Lease.  The parties hereby agree that (a) the term of the Lease shall end at midnight on the Effective Date hereof, and (b) all rights-of-first refusal in favor of Tenant to lease the Leased Premises and certain adjoining premises are hereby extinguished and of no further force or effect.

2.Vacation and Surrender:  Acceptance. Landlord hereby acknowledges that Tenant has fully vacated and surrendered the Leased Premises and Leasehold Improvements to Landlord, and Landlord hereby accepts such surrender.

3.Releases. Except as specifically provided to the contrary in Paragraph 4 hereof, Tenant hereby releases Landlord from any and all further liability under the Lease and Landlord hereby releases Tenant from any and all further liability under the Lease.

4.Surviving Obligations.  Notwithstanding the termination of the Lease and the releases set forth in Paragraph 3 hereof, the parties acknowledge and agree that the following obligations and agreements (but only the following obligations and agreements) shall survive the termination of the Lease and Tenant’s vacation and surrender of the Leased Premises:

(a)Rental and Other Charges.  Not later than      days following the Effective Date hereof, Tenant shall submit to Landlord (i) its final activity report for its operations at Port Columbus for the period ending on the Effective Date and (ii) payment of all fees and charges (including all landing fees and general license/commission fees) due based upon the information contained in such activity report.  If the Effective Date is other than the last day of a calendar month, then Tenant shall be entitled to credit against any amount due the amount of any base rent paid under the Lease for periods beyond the Effective Date.

(b)Utilities and Taxes.  Tenant shall be responsible for and pay all charges for utilities supplied to or consumed at the Leased Premises up to and including the Effective Date when invoices are issued by the supplying utility companies. Tenant shall also be responsible for and pay the real property taxes on the Leased Premises for calendar year      [the calendar year prior to the year in which the Lease is terminated]

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when the same become due and payable, and, at such time as the real property tax bills for the Leased Premises for calendar year         [the year the Lease is terminated] are issued by the Franklin County, Ohio Treasurer, Tenant shall pay to Landlord a prorata portion of such taxes based on the number of days in such year that the Lease was in effect.

(d)Environmental. Tenant shall remain liable for any losses, claims, liabilities, damages, judgments and expenses, arising from or related to any environmental contamination to the premises to the extent caused by its operations at the Premises regardless of when such conditions are discovered and regardless of whether or not Authority conducts an Environmental Audit at the termination of the Lease.  The obligations set forth in this clause shall survive the termination of the Lease.

(e)Post Termination Entry.  If the same have not already been removed, Tenant shall have the right to enter upon the Leased Premises for a period not to exceed 30 days following the Effective Date hereof for the limited purpose of removing any personal property, trade fixtures and other property that it is entitled to remove pursuant to the Lease.

IN WITNESS WHEREOF, the parties have caused this Lease Termination Agreement to be executed by their duly authorized officers to be effective as of the Effective Date, regardless of the actual date of execution by either party.

AIR NET SYSTEMS, INC., an Ohio corporation
By:
COLUMBUS REGIONAL AIRPORT AUTHORITY
By:
	Elaine Roberts, President and CEO
(Notaries on following Page)

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STATE OF OHIO,

COUNTY OF FRANKLIN, ss:

The foregoing instrument was acknowledged before me this           day of             , 200  by                , the                    of AirNet Systems, Inc., an Ohio corporation, on behalf of the corporation.

Notary Public

STATE OF OHIO,

COUNTY OF FRANKLIN, ss:

The foregoing instrument was acknowledged before me this              day of          , 200   by Elaine Roberts, the President and CEO of Columbus Regional Airport Authority, a port authority organized and existing under Chapter 4582 of the Ohio Revised Code, on behalf of the Port Authority.

Notary Public

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EX-10.3

Exhibit 10.3

RICKENBACKER INTERNATIONAL AIRPORT

OPERATING AGREEMENT

Between

COLUMBUS REGIONAL AIRPORT AUTHORITY

and

AIRNET SYSTEMS, INC.

THIS OPERATING AGREEMENT (“Agreement”), is made and entered into this 20^th day of January 2004 (the “Effective Date”) by and between the COLUMBUS REGIONAL AIRPORT AUTHORITY (“Authority”), a port authority organized and existing under the laws of the State of Ohio and AIRNET SYSTEMS, INC. (“Operator”), a corporation organized and existing under the laws of the State of Ohio.

BACKGROUND

Authority owns and operates Rickenbacker International Airport (“Airport”) in Franklin and Pickaway Counties, Ohio.  Operator desires to use the facilities of the Airport in connection with its operations.  This Agreement shall set forth the terms and conditions of Operator’s use of Airport facilities other than Operator’s lease of land pursuant to a lease of even date herewith between Operator and the Authority (the “Lease”) or Operator’s use of the Airport fuel system pursuant to a Commingling Fuel Agreement of even date herewith between Operator and the Authority (the “Fuel Agreement”).

SECTION I

SUMMARY OF AGREEMENT

1.Intent of Agreement: It is the Authority’s policy to require all commercial users of the Airport to enter into an agreement with the Authority to cover the user’s activities at the Airport.  This agreement details the Authority’s relationship with Operator relative to Operator’s access and use of the Airport’s common use facilities.  This Agreement is a non-exclusive agreement.

2.Classification of Operators: To ensure the continued efficient operation and maintenance of Airport facilities for the benefit of the Central Ohio region, the Authority has established specific user fees according to the type or classification of user.  Two general classifications of Operator users are recognized: (1) Signatory Operators are those that (a) lease or sublease more than 4,000 sq. ft. of space at the Airport or (b) have a contractual operating agreement with an organization who has a lease with the Authority that qualifies as set forth in this section. (2) Non-Signatory Operators are those who do not qualify as a Signatory Operator.  A Non-signatory Operator may become a Signatory Operator during the term of this Agreement by submitting to the Authority verification that the Operator has met the qualifications of a Signatory Operator as set forth in this paragraph.  Likewise, a Signatory Operator that fails to continuously comply with the requirements for a Signatory Operator automatically will become a Non-Signatory Operator.  As of the Effective Date hereof

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Operator qualifies as a Signatory Operator.

3.Use of Facilities: By entering into this Agreement with the Authority, an Operator may use the Airport’s facilities as set forth in the Agreement and for no other purpose. Operator must comply with the terms and conditions set forth in this Agreement in its use of the Airport’s facilities.

4.General Operator Fees: Operator is responsible for the payment of established user fees as they relate to its activities at the Airport. User fees assessed by the Authority for users of the Airport are detailed in the Airport’s Schedule of Rates and Charges. The current version of such Schedule is attached to this Agreement as Exhibit A, which Exhibit shall be updated as the Schedule is amended.

5.Conflicting Documents: The Parties agree that this Agreement and the Non-Exclusive License Agreement govern different aeronautical activities. To the extent, if any, that the provisions of this Agreement (as the same may be amended from time to time) address activities or subject matter that are duplicative of, and are in conflict with, the provisions of that certain Non-Exclusive License Agreement to Conduct an Aeronautical Business at Rickenbacker International Airport between Operator and Authority of even date herewith, the provisions of this Agreement shall control.

SECTION II

USE OF PREMISES

1.Aircraft Operations:  Operator shall have the right to conduct activities at the Airport connected with the operation of aircraft.  This includes the nonexclusive right to enter upon and make customary and reasonable use of the common use facilities of the Airport, including the runways, taxiways, and public ramps for landing, taxiing, loading, unloading, and maintenance of its aircraft in connection with Operator’s business.  In utilizing the Airport for the landing or takeoff of aircraft.  Operator agrees to abide by and follow the noise abatement procedures established by Authority and approved by the FAA.

Operator may not use the runways, taxiways, or ramps for any aircraft operated or controlled by Operator that exceeds the design strength or capability of the surface as described in the current Airport Layout Plan as approved by the FAA.

Operator shall remove disabled aircraft from the runways, taxiways, aprons and ramps and shall place any such disabled aircraft only in such storage areas as may be designated by Authority and may store such aircraft only on such terms and conditions as may be established by Authority.  In the event Operator fails to remove any of its disabled aircraft as expeditiously as possible, Authority may, but shall not be obligated to, cause the removal of such disabled aircraft and Operator agrees Authority shall not be liable to Operator for any damage caused to the aircraft during such removal.  Operator shall reimburse Authority for any and all expenses incurred in such removal.

Ramp Operations:  In addition to Operator’s rights to the use of the Preferential Use Area as provided in Section 11.3. hereof,  Operator shall have access to other aircraft parking ramps for the sole purpose of loading or unloading aircraft and the ground movement of cargo and passengers.  Operator’s aircraft shall be parked in areas of the ramps that are designated by the Authority for the size of aircraft being operated.  During such operations, Operator shall occupy only such ramp space as is needed in the immediate vicinity of the aircraft being loaded or unloaded, and in such a manner as to insure the unimpeded ingress

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and egress of other aircraft and ground movement operators. Use of the ramps shall be in common, and in cooperation with, all other airlines and ground operators. Operator is not authorized to park vehicles or store personal or company property on the ramps or other areas of the Airport without Authority permission. All ground support equipment shall be maintained in good order and repair, and shall be stored within Operator’s leased area in accordance with the Lease or in a common use area designated for such purpose by Authority. During snow operations or ramp maintenance, the ramps shall be kept free of all obstructions.

Operator’s pumping and storage of fuel shall comply with the requirements of the Fuel Agreement.

Operator’s ground support and maintenance operations on the ramps shall be conducted by regular Operator employees or by a third party contractor operating under a license with Authority in accordance with Authority’s Minimum Standards for Commercial Operators.

3.Preferential Use Area:  The approximately ten (10) acre ramp to be constructed by the Authority for Operator’s use pursuant to the Lease shall constitute the “Preferential Use Area” of Operator. The Preferential Use Area is referred to as the “Ramp” in the Lease, and further identified on the attached Exhibit C. Operator is not required to pay rent for its use of the Preferential Use Area. The Authority may grant other users of the Airport the right of use in common with Operator of all or a designated portion of the Preferential Use Area and rights of ingress and egress thereto. Such additional grant of use of the Preferential Use Area by the Authority shall not unreasonably interfere with Operator’s simultaneous use of the Preferential Use Area.  If a conflict develops between the Operator’s and other users’ activities on the Preferential Use Area, Operator shall immediately notify the Authority thereof. Promptly thereafter Operator and the Authority shall jointly develop and implement a plan to resolve the conflict, at all times with the understanding and agreement that any such resulting plan shall afford Operator priority use of the Preferential Use Area.

4.Signs and Other Operations:  Operator shall not post, erect, display, or maintain signs, posters, or handbills in view of the general public, nor use sound equipment, at or near the areas related to its ground movement service. Operator shall not conduct from, or on, the Airport any business or any commercial operation not herein or otherwise authorized by the Authority.

5.Trash, Garbage, etc.:  Operator shall provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Airport, of all trash, garbage, and other refuse caused as a result of the operation of its business. Operator shall provide, use, and empty suitable covered metal receptacles (dumpsters) for all such garbage, trash, and other refuse. Piling of boxes, cartons, barrels, pallets, debris, or similar items in an unattractive or unsafe manner, on or about the Airport, shall not be permitted. Operator shall require its employees to pick up and properly dispose of any and all trash or FOD materials found on the Preferential Use Area.

6.Restrictions on Use:  Operator shall not do or permit to be done anything, either by act or failure to act, that is within its reasonable control, that shall cause the cancellation or violate the provisions of any policy of insurance for the Airport, or any part thereof, or that shall cause a hazardous condition so as to increase the risks normally associated with operations permitted by this Agreement.

The rights granted by this Agreement shall not be exercised in such a way as to violate any

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of the Rickenbacker Airport Rules and Regulations, Schedule of Rates and Charges, the Development Standards or the Minimum Standards (all as defined in the Lease), as they are now in existence or may be amended from time to time, all of which are incorporated herein by reference.  Nor shall they be exercised in such a way as to unreasonably interfere with or adversely impact the operation, maintenance, or development of the Airport or other operators at the Airport.

SECTION III

USER FEES

(For Current Schedule of Rates and Charges see Exhibit A)

1.Fees:  For the privilege of accessing the runways, taxiways, and ramps, unloading and loading aircraft, use of the Preferential Use Area, and conducting related aircraft ground support services at the Rickenbacker International Airport, Operator agrees to pay Authority in accordance with the Schedule of Rates and Charges, attached as Exhibit A, as it exists now, or as the same may be amended from time to time.  This includes, but is not limited to, Landing Fees and General License/Commission Fees.  The current rate for the General License/Commission Fee is two percent (2%) of the gross revenues derived from the conduct of all aeronautical activities.  For the purpose of this Agreement, gross revenues shall mean the total received or realized by, or accruing to, the Operator from all sales, excluding fuel sales, for cash or credit of services, materials, or other merchandise resulting from Operator’s operations under this Agreement.  All gross revenues shall be deemed to be received at the time of the determination of the amount due to the Operator for each transaction, whether for cash or credit, and not at the time of billing or payment, unless otherwise authorized by the Authority in writing.  No deductions from gross revenues shall be made for uncollected fees, uncollected checks or other Operator losses or for the payment of franchise taxes levied on Operator’s activities or facilities.  Such revenues shall exclude any taxes imposed by law which are separately stated and paid by the customer and directly payable to the taxing authority by the Operator.  Operator recognizes that the current minimum landing fee for commercial aircraft operations is $16.25 per landing. Authority agrees that for the life of the Lease, total landings in excess of 450 per month (average 15 per day x 30 days) will qualify Operator for landing fee rates based on the actual MCGLW for each aircraft type as opposed to the minimum landing fee

2.Required Activity Reports / Monthly Statement:  Operator agrees that on or before the 1st of each month it will provide the Authority with a flight schedule detailing its planned use of Airport facilities, including aircraft size, number of landings, and parking; and access needs.

Before the 20th of the following month, Operator agrees to provide the Authority a flight activity report detailing the Operator’s actual aircraft landings, aircraft parking and days of access for the previous month along with payment for the appropriate landing fees.  Authority administration shall compare the reports of actual activity to the Operator’s flight schedule and request justification for any discrepancies (if not provided with the report).

The monthly activity report shall include, but is not limited to: (1) the Operator’s total number of aircraft arrivals, by type of aircraft and maximum gross landing weight for each aircraft as certificated by the FAA; (2) the calculation of the landing fee for each aircraft and a total landing fee for the month, (3) the parking fee for each aircraft and the total parking fee for the month; (4) the amount by weight of freight, mail or other cargo for such month, both inbound and outbound; and (5) such other information as the Authority shall request. Exhibit B is a copy of the Authority’s current monthly activity report form.

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3.Payment of Fees and Charges:  Operator agrees to pay all fees and charges based upon the information contained in the monthly activity report, which payment shall be made with the report.  If the activity report is not filed, the Authority shall invoice Operator according to Authority’s records, and payment shall be submitted promptly thereafter.  If the Authority invoices according to its records, and Operator thereafter submits a report, Authority shall make the necessary adjustments to the Operator’s statement to reflect the actual aircraft landing, parking and access days reported.

A late payment fee equal to 5% of the unpaid balance shall be paid by the Operator to the Authority for all fees and charges that are due after the reporting date (the 20^th of the month following the activity), and thereafter an additional 2% per month interest shall be charged for each month or portion thereof that the balance remains outstanding.

4.Books and Records Required to be Kept:  During the term of this Agreement, Operator hereby agrees to keep and preserve at Operator’s offices at the Airport, or at the office of its agent at the Airport, full, true and accurate books of account with records of all aircraft landings for aircraft operating on the Airport by Operator for the immediately preceding 24 months, and the Operator agrees for itself and its agent to make such books and records available to Authority’s representatives for inspection and audit during normal usual business hours.  Records will be made available in Columbus, Ohio, unless the Operator requests the records be maintained outside of Columbus, Ohio, and agrees to pay for all travel costs associated with the audit by the Authority or its designated agent.  The Operator will provide the Authority or its designated agent with adequate and appropriate workspace, with access and usage of a photocopy machine.

The acceptance by Authority of any payment made by Operator shall not preclude Authority from verifying the accuracy of Operator’s report or from recovering any additional payment actually due from Operator.  Should Operator underpay Authority, Authority shall have the right to charge late fees and interest from the date the payment should have been made.

Authority, at its expense and upon reasonable notice, shall have the right from time to time to inspect and audit, during regular business hours, the books, records, and other data of the Operator relating to the provisions and requirements hereof.  In the event that any audit determines that Operator has more than a five percent (5%) deficiency between the amounts due and the amounts paid to Authority, Operator shall pay the cost of said audit.  Operator shall pay all deficiencies so determined by the audit within ten (10) working days after receipt of an invoice therefor.

Operator shall, upon request and to the greatest extent possible, furnish Authority information pertinent to Authority’s planning purposes regarding Operator’s future operations (including forecasts) at the Airport.  Except for consolidated statistics for all airlines, Authority shall not release such information without first obtaining Operator’s consent unless (1) required to do so by law, or (2) required to do so to facilitate the sale of bonds for the use of Airport.

Operator shall, for financial planning purposes, at earliest date possible and to the greatest extent possible, discuss with Authority its consideration of any changes to its schedule of operations or the type and series of aircraft used at the Airport (other than equipment substitution necessitated by occurrences beyond the control of Operator).  Such discussions will be kept confidential unless disclosure is required by law.

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5.Payments for Additional Services:

(a)Maintenance of Preferential Use Area: The Authority agrees to maintain the Preferential Use Area and make repairs, restorations, and replacements to the Preferential Use Area, as and when needed, and to preserve the Preferential Use Area in good working order and condition. Operator Agrees to reimburse the Authority for any and all reasonable and documental costs incurred by the Authority to meet this obligation that exceed $50,000 annually. Such expense will be collectible as an additional charge and will be paid by Tenant within thirty (30) days after delivery of a statement for such expense. Notwithstanding the foregoing, such costs shall not include those incurred to (a) remedy construction defects. (b) repair damage caused by other operators or users of the Preferential Use Area. (c) perform the Authority’s environmental compliance obligations as they relate to the Preferential Use Area. (d) repair items where the necessity for such repair results from a failure by the Authority to adequately maintain, (e) upgrade the Preferential Use Area from its original condition unless such upgrade is previously approved by Operator, or (f) replace the Preferential Use Area at the end of its useful life. In addition, to the extent the Authority does not, in any given year, expend $50,000 in maintaining, repairing or restoring the Preferential Use Area, then the difference between $50,000 and the amount actually expended shall be carried over (on a cumulative basis) to the next ensuing year(s) so as to increase the expense threshold that must be exceeded before Operator must reimburse the Authority under this Section III. 5(a).  Finally, snow removal shall not be included as a maintenance cost as Operator will be directly responsible for removing snow from that portion of the Preferential Use Area used by it.

In the event Authority provides Operator, at Operator’s request, with services other than the normal use of runway and taxiway surfaces, including, but not limited to, special security services, janitorial services, environmental containment or remediation, maintenance and repair of Operator’s facilities or equipment, snow and ice removal, foreign object debris removal, or utilities, Operator shall pay all charges therefor within thirty (30) days after receipt of a statement for said additional services. Should these same services be required under emergency circumstances or in order to comply with applicable governmental rules and regulations, or required for public health, safety or welfare, Operator shall, at the request of the Authority, and if Operator is able and equipped to do so, perform the necessary services in a manner and within a lime frame acceptable to the Authority. If Operator elects not to perform or is unable to perform those services in the manner prescribed by the Authority, the Authority reserves the right to provide for the performance of those services necessary and Operator shall pay all charges therefor within thirty (30) days after receipt of a statement for said additional services.

A late payment fee equal to 5% of the unpaid balance of the fees for such additional services shall be paid by the Operator to the Authority for all fees and charges that remain unpaid after their due date, and thereafter an additional 2% per month interest shall be charged for each month or portion thereof that the balance remains outstanding.

(c)Authority is not obligated to Operator to furnish any fire fighting services or security services. Operator agrees that the maintenance by Authority of either security or fire fighting services for any reason or at any time shall not constitute a waiver of this provision nor a covenant, condition or promise by Authority to provide such services at any later time. Operator acknowledges that the Ohio National Guard provides the primary fire fighting and rescue services, although the Airport is within the service areas of the Townships of Hamilton and Madison in Franklin County and Harrison and Madison in Pickaway County.

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6.Contract Security: Unless Operator has provided regularly scheduled flights to and from the Airport, or any Airport controlled by the Authority, during the eighteen (18) months prior to the effective date of this Agreement without the occurrence of any act or omission that would have been an event of default if this Agreement had been in effect during that period, Operator shall provide Authority at the effective date of this Agreement an irrevocable letter of credit, surety bond, or other similar security acceptable to Authority, in a form acceptable to Authority, an amount equal to the estimate of six months’ fees and charges due hereunder. Operator shall be required to maintain such security in effect until the expiration of eighteen (18) consecutive months during which Operator commits no event of default. Such contract security shall be in a form and with a company reasonably acceptable to Authority.

Notwithstanding the above, Authority shall have the right to waive such contract security requirements for an Operator which has not provided regularly scheduled flights to and from the Airport during the eighteen months prior to the effective date of this Agreement. Any such waiver by Authority shall be conditioned upon said Operator having provided regularly scheduled flights at six other airports with characteristics similar to Airport during the most recent eighteen month period without committing any material default under the terms of the respective lease or use agreements at each of the six facilities and without any history or untimely payments for rentals, fees, and charges. The burden shall be on Operator to demonstrate to Authority its compliance with these requirements at the six other airports.

Said letter of credit shall be effective at least one (1) year and shall be renewed by Operator in the amount as set forth in this section each year until the termination of this Agreement, or until termination of Operator’s requirement to have a letter of credit pursuant to the provisions of this section, and shall be delivered to the Authority thirty (30) days before expiration of the then current letter of credit. Failure to deliver said renewed letter of credit on or before said date shall constitute a material breach of this Agreement and the Authority shall be entitled to present the existing letter of credit for payment in an amount then due.

In the event Operator defaults with respect to any provision of this Agreement, including, but not limited to, the provisions relating to the payment of any Landing and Parking Fees on a timely basis. Authority may draw against said security deposit and apply such draw as payment of any such fees or charges in default, or to cure any other default or to repair damage to the Airport caused by Operator. In the event any portion of said contract security is so used or applied, Operator shall, within 10 days after written demand therefore, obtain and deliver to Authority an amount sufficient to restore the contract security and Operator’s failure to do so shall result in immediate termination of this Agreement. In the event Authority draws against the required letter of credit, such action shall not constitute a waiver of any other rights or remedies which Authority may have by virtue of Operator’s default.

In the event Operator defaults with respect to any provision of this Agreement, including, but not limited to, the provisions relating to the payment of any Landing or Parking Fees, and Operator does not have a security deposit on file with the Authority, the Authority may require Operator to obtain and maintain a security deposit in the amounts and format set forth above.

Notwithstanding the foregoing, Authority acknowledges that Operator, through its operations at Port Columbus International Airport, has qualified for a waiver of the requirements of Section III. 6., and such a waiver is hereby granted by Authority

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7.Assignment / Delegation of Fee Payment: Operator may delegate the obligation for the payment of fees (all or in part) to the cargo company who is chartering the Operator’s cargo under contract if the cargo company has a separate operating agreement with Authority. Such assignment or delegation shall be in writing in a form acceptable to the Authority, and signed by both the Operator and cargo company, and approved by the Authority. The fact that the Authority may approve of an assignment of the Operator’s obligation to pay user fees does not release the Operator from the duty to pay the user fees provided for in this Agreement. In the event the cargo company fails to pay assigned fees and charges within 60 days from the original statement date, the statement will be sent to the Operator for payment.

9.Adjustment of Fees: The Authority reserves the right to change, modify, or otherwise adjust user fees and fee categories from time to time on a non-discriminatory basis, provided that any increase in such fees will be proceeded by prior notice of at least 60 days to Operator.

SECTION IV

TERM OF AGREEMENT / TERMINATION

1.Term: The term of this Agreement shall commence on the Rent Commencement Date (as such term is defined in the Lease), and shall continue for a term of one year from such date, unless sooner terminated as otherwise provided herein. This Agreement shall automatically renew thereafter for additional one-year terms for the balance of the Lease term.

2.Termination: This Agreement may be amended by the Authority upon thirty (30) days written notice to Operator, provided the terms and conditions and user fees continue to provide Operator access to the Airport at a level that permits Operator to use the Airport facilities and Preferential Use Area consistent with the terms and conditions of the Lease and consistent with terms and conditions provided to other similar users of the Airport. Upon the termination of this Agreement, by lapse of time or otherwise, Operator shall promptly and peaceably surrender and deliver to the Authority, any assigned Airport use areas, Airport identification badges, security access cards, and all fees to which Authority is entitled hereunder.

SECTION V

INDEMNITY AND INSURANCE

1.Indemnification: Except for matters resulting from the negligence or intentional wrongful acts of Authority or its directors, officers, employees, public officials or agents, Operator will indemnify and hold harmless Authority and its directors, officers, and employees, public officials, and agents, against any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, damage to property, any other personal injury, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) the use or occupancy of the Airport facilities by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport facilities under the express or implied invitation of Operator, or any person claiming under Operator; (2) any activity, work, or thing done, or permitted or suffered on or about the Airport facilities by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport facilities under the express

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or implied invitation of Operator, or any person claiming under Operator; (3) any acts, omissions, or negligence of Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport facilities under the express or implied invitation of Operator, or any person claiming under Operator; (4) any breach, violation, or nonperformance by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport facilities under the express or implied invitation of Operator, or any person claiming under Operator, of any term, covenant, or provision of this Agreement or any law, ordinance, or governmental requirement of any kind; or, (5) any injury or damage to the person, property, or business of Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport facilities under the express or implied invitation of Operator, or any person claiming under Operator.  If any action or proceeding is brought against Authority, its directors, officers, employees, public officials, or agents, by reason of any such claim, Operator, upon notice from Authority will defend the claim at Operator’s expense with counsel satisfactory to Authority.

2.Waiver and Release: Operator waives and releases all claims against Authority, its directors, officers, employees, public officials, and agents, customers, invitees, and licensees with respect to all matters for which Operator has indemnified Authority and its directors, officers, employees, public officials, customers, invitees, and licensees and as provided in Section V.1. above

3.Subordination: This Agreement will be subordinate to the provisions and requirements of any existing or future agreement between the Authority and the United States, relative to the development, operation, or maintenance of Rickenbacker International Airport, provided that in the event such existing or future agreements substantially alter the terms and conditions of this Agreement, Operator will have the option to terminate this Agreement, whereupon Authority shall pay to Operator the Undepreciated Leasehold Improvements Cost (as such term is defined in the Lease).

4.Penalties and Fines: Operator covenants and agrees to pay (or reimburse Authority) within thirty (30) days of written notice, and to indemnify, defend and hold Authority harmless from liability for, any and all penalties or fines imposed against Authority by any Federal, State, or local governmental body (especially those relating to Airport Security as set forth in 49 CFR Parts 1540 & 1542 Transportation Security Regulations and 14 CFR Part 139 Federal Aviation Regulations) on account of, or arising from, any acts or omissions of Operator, its contractors, agents, employees, invitees, or visitors or any such person upon the Airport properties.

5.Non-Waiver of Rights: No receipt of money by Authority from Operator with knowledge of the breach of any covenants of this Agreement, or after the termination hereof, or after the service of any notice, the commencement of any suit or final judgment, will be deemed a waiver of such breach, nor will it reinstate, continue or extend the Term of this Agreement or affect any such notice, demand or suit.

Payment by Operator or receipt by Authority of a lesser amount than due, or charges herein stipulated, will not be deemed to be other than on the account of the earliest stipulated fees or charges, nor will any endorsement or any statement on any check or any letter accompanying any check or payment, fee or charge be deemed an accord and satisfaction, and Authority may accept such check or payment without prejudice to Authority’s right to recover the balance of such fee or charge, or pursue any other remedy available to Authority.

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No delay or failure on the part of Authority in exercising or enforcing any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other, or further exercise thereof or the exercise of any other right, power, or privilege.

No act done or thing said by Authority or Authority’s agents or employees will constitute a cancellation, termination or modification of this Agreement, or a waiver of any covenant, agreement or condition hereof, nor relieve Operator from Operator’s obligations to pay the fees or charges to be paid hereunder. Any waiver or release by Authority, and any cancellation, termination or modification of this Agreement, must be in writing signed by Authority.

6.Insurance: Operator will maintain in full force and effect and at its own expense during the entire Term of this Agreement, the insurance coverage required under the Lease, as the same may be modified or amended from time to time

If Operator fails either to acquire the insurance required pursuant to this paragraph or to deliver required certificates, Authority after 30 days’ written notice to Operator may, but is not required to, acquire such insurance and pay the requisite premiums for Operator. Operator shall reimburse such premiums to Authority upon demand. If Authority elects not to purchase any required insurance, Operator’s failure shall constitute a material breach of this agreement.

Authority and Operator waive any rights each may have against the other for loss or damage to its property or property in which it may have an interest where such loss is caused by a peril of the type generally covered by property insurance with extended coverage or arising from any cause which the claiming party was obligated to insure against under this Agreement or the Lease. Operator agrees to cause its insurance company insuring its property to execute a waiver of any such rights of subrogation. Operator waives any right of subrogation that its property insurers might otherwise have against the Authority.

SECTION VI

ENVIRONMENTAL IMPAIRMENT

1.Environmental: Operator will comply with any environmental regulations affecting its operations. The Authority shall provide an area within the Preferential Use Area for Operator’s maintenance and washing activities. Operator will not conduct any maintenance or washing activities in the Preferential Use Area outside of the area provided by the Authority and will take all necessary precautions to capture any of Operator’s spills and to keep the Preferential Use Area reasonably free of discharges of hazardous chemicals or petroleum products. Operator shall not engage in any activity or conduct at the Airport, including but not limited to the use, treatment, generation, transportation, processing, handling, disposal, production or storage of hazardous substances, or the use of solvents, lubricants, petroleum, degreasers, or other compounds, in such a manner as to cause contamination of the soil or ground or open waters or the emission of vapors or gases which constitute atmospheric pollutants, which creates, or contributes to the creation of, a dangerous, injurious, or noxious condition or that violates the terms or conditions of the Airport’s environmental permits,

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except as permitted by law.

With respect to Operator’s activities on the Preferential Use Area, Operator shall, or shall engage an authorized operator on Operator’s behalf, to become familiar with the requirements of Authority’s spill protection plan and to maintain containment materials in close proximity to Operator’s activities. The Authority shall have the right to monitor Operator’s activities, whether in the Preferential Use Area or in a common use area, for compliance with Authority’s spill prevention control and counter measure plan (SPCC) or storm water pollution prevention plan (SWPPP).  Authority’s monitoring shall not interfere with Operator’s activities.

Within twenty-four hours of use, Operator shall report deicing activities to Authority, including the volume and type of deicing chemicals utilized by Operator.

To the extent, if any, that the provisions of this Section (as the same may be amended from time to time) address subject matter that is duplicative of, or are in conflict with, the provisions of the Lease, the provisions of the Lease shall control.

SECTION VII

REGULATORY PROVISIONS

1.State Industrial Compensation: Operator will comply with the state law known as the Worker’s Compensation Act, and pay the necessary premiums required by the Act to cover all employees furnishing the services contemplated by this Agreement and under the control of Operator.

2.Social Security Act: Operator will be and remain an independent contractor with respect to all services performed hereunder and covenants and agrees to accept full and exclusive liabilities for the payment of any and all contributions or taxes for social security, unemployment insurance, or old age retirement benefits, pensions or annuities now or hereafter imposed under any state or federal law which are measured by wages, salaries or other remuneration paid to persons employed by Operator on work performed under the terms of this Agreement. Operator also covenants and agrees to indemnify and save harmless the Authority from any such contributions or taxes or liability therefor.

3.Federal Aviation Administration: In order for this Agreement to be unobjectionable to the Federal Aviation Administration, the following clauses are a part of this Agreement:

a)In the event that any of the provisions in this Section VIII. 3 or any of the other requirements of the Federal Aviation Administration, are violated by Operator, such violation shall be a breach of this Agreement and, in addition to any other rights it may have, Authority shall have the right, but not the obligation, to abate or cause the abatement of such violation. The costs incurred by Authority in causing such abatement shall, upon demand by Authority, be immediately paid by Operator to Authority.

b)In the event facilities are constructed, maintained, or otherwise operated by Operator at the Airport, Operator will maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21. Nondiscrimination in Federally Assisted Programs of the

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Department of Transportation, and as said Regulations may be amended.

c.Operator covenants and agrees that (1) no person on the grounds of race, color or national origin will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in, the use of said facilities; (2) that in the construction of any Leasehold improvements on, over or under the Airport and the furnishing of services thereon, no person on the grounds of race, color or national origin will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination by Operator; and, (3) Operator will use the Airport in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

d.Operator agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable and no unjustly discriminatory prices for each unit or service; provided, that Operator may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers.

e.Operator assures that, with respect to its activities at the Airport, it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person will on the grounds of race, creed, color, national origin or sex be excluded from participating in any employment activities covered by 14 CFR Part 152, Subpart E. Operator assures that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by 14 CFR Part 152, Subpart E. Operator assures that it will require that its covered suborganizations provide assurances to the Authority that they similarly will undertake affirmative action programs, and that they will require assurances from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

f.Operator agrees that it will insert the above three provisions in any lease or other such document by which Operator grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the Preferential Use Area.

g.Operator understands and agrees that nothing herein contained will be construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the public as prohibited by Section 308(a) of the Federal Aviation Act of 1958, as amended, and the Authority reserves the right to grant to others the privilege and right of conducting any one or all activities of an aeronautical nature.

h.Operator agrees to comply with the notification and requirements covered in Part 77 of the Federal Aviation Regulations in the event  any future structure or building is planned for the Preferential Use Area, or in the event of any planned modification or alteration of any present or future building or structure situated on the Preferential Use Area.

i.Authority reserves for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Preferential Use Area.  This public right of flight will include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from, or operation on the Airport.

j.Operator agrees that it will not make use of the Preferential Use Area in any

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manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard.  In the event the aforesaid covenant is breached.  Authority reserves the right to enter upon the Preferential Use Area and cause the abatement of such interference at the expense of Operator.

k.Operator understands that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including but not limited to, maintenance and repair) that it may choose to perform.

4.Foreign-Trade Zone Usage and Commitment:  Operator acknowledges that that all real property within the Airport is within Foreign-Trade Zone (FTZ) 138, and as such is subject to the Foreign-Trade Zones Act of 1934, as amended (19 U.S.C. 81a-81u), and all of the laws, rules and regulations relating thereto, including the US Department of Commerce rules for the Foreign-Trade Zones Board set forth in 15 C.F.R. Part 400 (collectively the “FTZ Regulations”) and all laws, rules and regulations promulgated by the US  Customs Service for the operation of activated sites, including the rules set forth at 19 C.F.R. Part 146 (collectively the “Customs Regulations).

If Operator at anytime elects to activate or cause to be activated a portion of the Preferential Use Area for use as a “zone site” within the Zone, within the meaning and in accordance with the procedures set forth in the FTZ Regulations and the Customs Regulations, Operator shall enter into an Agreement with Authority (in such form as Authority may require) and file an application and take all other actions which are necessary or appropriate to cause the zone site to be approved and maintained for activation. Authority and Operator acknowledge and confirm that they intend that Operator’s obligations under this section shall be binding on any successive lessee, sublessee, or other user of the Preferential Use Area, or any part thereof, taking into account the nature of the use of the Preferential Use Area made by such successive lessee, sublessee, or user, so that Authority retains a level of control which allows it to carry out its responsibilities as the “grantee” of the Zone.

SECTION VIII

OBSERVANCE OF STATUTES, RULES, AND REGULATIONS

1.Rules and Regulations: Authority reserves the right to make other and further reasonable rules and regulations of general applicability as in its judgment may from time to time be needful for the safety and protection, care and cleanliness, and for the preservation of good order of the Airport properties, and Authority agrees that it will not discriminate against Operator in its enforcement of such rules and regulations.  Operator will, at its sole cost and expense, observe and comply with any such rules as enacted from time to time.

Operator will, at its sole cost and expense, observe and comply with any and all valid and applicable requirements of duly constituted public authorities and with all Federal, State, and local statutes, ordinances, rules, regulations, [together with all regulations, policies, and directives implemented by the Authority to comply with regulations relating to Airport Security as set forth in 49 CFR Parts 1540 & 1542 [(Transportation Security Regulations) and 14 CFR Part 139 (Federal Aviation Regulations)] and standards applicable to Operator and all areas of the Airport as they currently exist or as they may be amended in the future.  These requirements include all those now in force, or which

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may hereafter be in force, which shall impose any duty upon Authority or Operator with respect to the use, occupation or alteration of the Airport, including but not limited to, reasonable rules and regulations of uniform application promulgated from time to time by or  at the direction of Authority. Notwithstanding the foregoing, in the event that as a result of changes in the law, or governmental policies regarding enforcement of the law occurring after the date hereof, the Operator is unable to lawfully operate at the Airport, the Operator may, at Operator’s election, terminate this Agreement, provided that no termination of the Agreement shall act to limit Operator’s responsibility for compliance with Environmental Laws or Regulations.

SECTION IX

AIRPORT SECURITY

1.Airport Security: Operator recognizes Authority’s required compliance with Federal Aviation Regulations concerning airport security and agrees to cooperate and comply with such regulations and Authority’s Security Program as it relates to its operations at the Airport. Operator shall take the necessary steps to prevent or deter unauthorized persons from obtaining access to the secured areas of the Airport. To the extent possible, Operator agrees to cooperate with Airport and/or any other air carrier in dealing with aircraft or airline related emergencies at the Airport.  Operator agrees to provide Authority with its current emergency procedures manual, and, in the event of an emergency, to fully cooperate with the Authority and assist in the implementation of the then current Airport Emergency Plan.

SECTION X

OPERATION AS A PUBLIC AIRPORT

1.Public Airport: Authority covenants and agrees that at all times it will operate and maintain the Airport facilities; as a public airport consistent with and pursuant to the “Sponsor’s Assurances” given by Authority to the United States Government under the Federal Airport Act. Authority shall not be liable to Operator for temporary closures of one or more areas of the Airport, whether due to mechanical breakdowns, maintenance or construction, security, weather, or other reasons beyond the control of Authority.

SECTION XI

NATIONAL EMERGENCY

1.National Emergency: During time of war or emergency the United States Government shall have the right to use part or all of the landing area, taxiways and ramps, on either an exclusive or nonexclusive basis, and any provisions of this Agreement to the contrary shall be suspended.

SECTION XII

INGRESS AND EGRESS

1.Ingress and Egress: Upon paying the user fees hereunder and performing the covenants of this Agreement, Operator shall have the right of ingress to and egress from the Air Cargo Area for the Operator, its officers, employees, agents, servants, customers, vendors, suppliers, patrons, and invites over the runways, taxiways and

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roadways serving the area. Airport roadways, ramps, taxiways, and runways shall be used jointly with other operators of the Airport, and Operator shall not interfere with the rights and privileges of other persons or firms using said facilities and shall be subject to such weight and type use restrictions as Authority reasonably deems necessary.

SECTION XIII

AUTHORITY RESERVATIONS

1.Authority Reservations: Authority reserves the right to operate and to further add to, develop, improve, repair and alter the Airport and all roadways, parking areas, terminal facilities, aprons, landing areas and taxiways (together referred to as “Airport Improvements”), as it may see fit, regardless of the desires or views of Operator, and without interference or hindrance by Operator and free from any and all liability to Operator for loss of business or damages of any nature whatsoever to Operator occasioned during the making of, or because of, such Airport Improvements, and to establish such fees and charges for the use of the Airport by Operator and all others as Authority shall deem advisable.

SECTION XIV

ASSIGNMENT

1.Assignment: Operator will not assign this Agreement, in whole or in part, without the Authority’s prior consent.  Any assignment without the Authority’s prior consent will be void at Authority’s option.  Notwithstanding the foregoing.  Operator may assign this Agreement to an affiliated company or any successor by virtue of merger, acquisition, or consolidation of Operator as a whole without Authority’s prior consent, provided that Operator shall not be released from its obligations under this Agreement.  Any assignee shall be liable to the Authority to the same extent as Operator and shall be bound by all terms and conditions contained herein.

If Operator requests Authority’s consent to a specific assignment, Operator will give Authority: (1) the name and address of the proposed assignee; (2) a copy of the proposed assignment; (3) information satisfactory to the Authority about the nature, business and business history of the proposed assignee, and its proposed operations at the Airport; (4) banking, financial or other credit information, and references about the proposed assignee sufficient to enable Authority to determine the financial responsibility and character of the proposed assignee; and, (5) insurance information as required in this Agreement.

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SECTION XV

EVENTS OF DEFAULT

1.Events of Default - Operator:  Each of the following shall be considered an event of default by Operator:

a.Operator fails to pay any fee or charge hereunder when due and such failure continues for ten (10) days after written notice from the Authority;

b.Operator fails to obtain or maintain the required contract security required by this Agreement;

c.Operator fails to keep, perform, or observe any term or condition of this Agreement and such failure continues for a period of thirty (30) days after written notice by the Authority to Operator, provided that if the default cannot be cured within thirty (30) days, then if Operator commences such cure within thirty (30) days and diligently pursues such cure to completion, such event shall not constitute an event of default hereunder by Operator;

d.Operator becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy or reorganization or a trustee, receiver or liquidator is appointed to take possession of Operator and, in the case of the appointment of a trustee, receiver or liquidator, such appointment is not vacated within sixty (60) days after such appointment;

e.Operator discontinues operations at the Airport without the consent of Authority; or

f.Operator fails to comply with the Airport’s Rules and Regulations or the Minimum Standards for Commercial Operators, and such failure continues for thirty (30) days after written notice from the Authority.

In the event of termination of this Agreement for an event of default Operator shall remain liable to Authority for all fees and charges payable hereunder.  Authority shall have the right to terminate this Agreement in addition to any other rights or remedies it may have at law or in equity.

2.Events of Default - Authority:  The following shall be considered an event of default by Authority:

a.Authority fails to keep, perform or observe any material term or condition herein contained and such failure continues for ten (10) days following notice from Operator;

b.Authority closes the Airport to flights in general for reasons other than weather, acts of God or other reasons beyond its control, and fails to reopen Airport to such flights within sixty (60) days of such closure;

c.The Airport is permanently closed by act of any federal, state or local government agency having jurisdiction to do so;

d.Operator is unable to use the Airport for a period of at least sixty (60) days due to any law or any order, rule, or regulation of any governmental authority having jurisdiction over the operations of Airport, or the order of any court of competent jurisdiction;

e.The United States Government or any authorized agency of the same assumes the operation, control or use of the Airport and its facilities in such a manner as to substantially restrict Operator from conducting its operations, and such restriction shall continue for a period of at least sixty (60) days

Upon the occurrence of an event of default by Authority, Operator shall have the right to

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suspend or terminate this Agreement.

SECTION XVI

GENERAL PROVISIONS

1.Non-Interference with Operations of Airport:   Operator, by accepting this Agreement, expressly agrees for itself, its successors and assigns that it will not make use of Airport facilities in any manner which interferes with the landing and taking off of aircraft at the Airport or otherwise constitutes a hazard.  Authority shall maintain and keep in repair the Airport’s public use landing areas, including taxiways, and aircraft parking aprons and shall have the right to direct and control all activities of the Operator in this regard.

2.Attorney’s Fees:  In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover its reasonable attorney’s fees.

3.Taxes:  Operator shall pay any and all taxes which may be assessed against the activities, equipment, merchandise, or other personal property belonging to Operator located on the Airport property, or other permitted portions of the Airport.

4.License Fees and Permits:  Operator shall obtain and pay for all licenses, permits, fees or other authorizations or charges as required under Federal, State or local laws and regulations insofar as they are necessary to comply with the requirements of this Agreement and the privileges extended hereunder.

5.Non Exclusive Rights:  It is hereby specifically understood and agreed between the parties that nothing herein contained shall be construed as granting or authorizing the granting of exclusive rights to Operator or others, as defined in Section 308 of the Federal Aviation Act of 1958, as amended.

6.Paragraph Headings:  The paragraph headings contained herein are for convenience of reference and are not intended to define or limit the scope of any provision of this Agreement.

7.Interpretations:  This Agreement shall be interpreted in accordance with the laws of the State of Ohio.  Should any part of this Agreement need to be adjudicated, venue shall be proper only in Franklin County, Ohio.

8.Non-Waiver:  No waiver of any condition or covenant contained in this Agreement, or of any breach thereof, shall be taken to constitute a waiver of any subsequent condition, covenant or breach.

9.Binding Effect:  This Agreement, including all of its covenants, terms, provisions, and conditions, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

10.No Partnership:  Nothing contained in this Agreement shall be deemed to create the relationship of principal and agent or of partnership or joint venture or any relationship between Authority and Operator other than the relationship of Authority and Operator.

11.Remedies:  For any breach of any provision hereof, the other party may from time to time,

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at its option, exercise all rights or remedies which it may have either at law or in equity, and nothing herein contained shall be construed as in any way abridging or waiving any such rights and/or remedies. Consent, waiver, or compromise of any of the provisions of this Agreement, or as to any breach or default hereunder, shall not constitute or be construed as a waiver of the right to enforce strict interpretation and performance of the conditions and terms hereof at all other times and as to the same and all other matters herein contained.

SECTION XVII

NOTICES

1.Operator: Any notice to Operator, required under this Agreement, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

Prior to Operator’s commencement of actual use at the Airport

Airnet Systems Inc.

3939 International Gateway

Columbus, OH 43219

Attn: Chief Executive Officer

After Operator’s commencement of actual use at the Airport:

Addressed to the Operator’s Premises at the Airport.

Attn: Chief Executive Officer

2.Authority: Any notice to Authority, required under this Agreement, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service, or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

President & CEO

Columbus Regional Airport Authority

4600 International Gateway

Columbus, OH 43219

With copy to General Counsel

Either Authority or Operator may change its addresses or addressees for purposes of this paragraph by giving ten (10) days prior notice according to this paragraph. Any notice from Authority to Operator will be deemed to have been given if delivered to the last notice address received by Authority.

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SECTION XVIII

ENTIRE AGREEMENT

This Agreement contains twenty-two (22) pages, and, together with Exhibits A through C, collectively constitutes the entire Agreement between the parties hereto, and will not be modified in any manner except by an instrument in writing executed by said parties or their respective successors in interest. This Agreement shall be construed according to the laws of the State of Ohio, and such laws, rules, and regulations of the United States of America as may be applicable.

In witness whereof, the Columbus Regional Airport Authority has caused its name to be subscribed to these presents by Elaine Roberts. A.A.E., President & CEO of the Columbus Regional Airport Authority, and Airnet Systems, Inc., has caused this instrument to be executed on its behalf by Joel E Biggerstaff, its CEO.

Columbus Regional Airport Authority
/s/ Elaine Roberts	1-20-04
Elaine Roberts, A.A.E.	Date
President & CEO
Airnet Systems, Inc.
/s/ Joel E Biggerstaff	1/15/04
Name: Joel E. Biggerstaff	Date
Title: CEO

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Exhibit A – Rates and Charges

RICKENBACKER INTERNATIONAL, AIRPORT

SCHEDULE OF RATES AND CHARGES

EXHIBIT “A” (EFFECTIVE JULY 1, 2003)

Landing Fees:

•Signatory Airline                                                 $1.44 per 1000 pounds MCGLW

•Non-Signatory Airline                                         $1.81 per 1000 pounds MCGLW

•Commercial Minimum Landing Fee (12,500 lbs. or Less) - $16.25 per landing

•General Aviation Landing Fee (Only aircraft over 60,000 MCGLW): Same as Signatory/Non-Signatory depending on the classification of the owner/operator.

Fuel Flowage Fees (General Aviation Landing Fee / Aircraft less than 60,000 MCGLW):

•Per Gallon of Aviation Fuel Sold at Retail/Wholesale              $.05 per gallon.

Fuel System Management Fees (on all gallons processed into storage)      $.045 per gallon

General License / Commission Fees:

•Aeronautical Activities: Two percent (2%) of the gross revenues derived from the conduct of all approved aeronautical activities.

•Non-aeronautical Activities:

Car rental agencies:On airport agencies shall pay 10% of the gross revenues derived from their activities

Off airport car rental agencies shall pay 8% of the gross revenues derived from such activities

Hotels:On airport hotel operators shall pay 3% of the gross revenues derived from their activities.

Aircraft Parking Charges: (Daily Rates)

Single Engine	$	6
Light Twin	$	8
12,500-40,000	$	20
40,001-90,000	$	30
90,001-150,000	$	50
150,001-250,000	$	80
250,001-400,000	$	100
400,001- Over	$	150

•Parking Charges for Signatory Airlines do not apply on the first 24 hours, weekends or holidays.

•Parking Charges for Non-Signatory Airlines apply after the first 6 hours.

•Parking Charges for General Aviation aircraft exceeding 60,000 lbs. apply after the first 6 hours.

•Parking Charges for General Aviation aircraft less than 60,000 lbs. apply when remaining over night.

•Parking Charges for any General Aviation aircraft based at the airport do not apply if the owner/operator rents hanger or lie-down space from the Port Authority or the FBO.

•Monthly Parking Charges for based aircraft using remote aircraft ramp, as designated by the Authority, will be assessed at a rate equal to 30% of the daily rate.

Definitions:

•Signatory - Having a lease of sublease or a ground site or building space on in accordance with the Authority’s Rates & Charges Policy.  An airline having a contractual airline operating arrangement with an organization who has such a lease on airport property.

•Non-signatory - These operators who do not have an on airport lease agreement with the Authority in accordance with the Rates & Charges Policy.

•MCGLW - Maximum Certificated Grass Landing Weight.

Rates and Charges are calculated within an annual period beginning January 1^st and ending December 31^st.

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Exhibit B

RICKENBACKER INTERNATIONAL AIRPORT

MONTHLY LANDED WEIGHT/FEE REPORT

Return to the following address

by the 20^th day of each month, for

the previous month’s activities.

Finance Director

Rickenbacker International Airport

7400 Alum Creek Drive

Columbus, Ohio 43217

Operator Name                                                                     Month/Year                                         

AIRCRAFT TYPE FAA CERTIFIED
MAXIMUM GROSS
LANDING WEIGHT REVENUE
LANDINGS TOTAL LANDED
WEIGHT

TOTAL LANDINGS

TOTAL LANDED WEIGHT

LANDING FEES                per 1000 lb

TOTAL

I hereby certify that the above information is correct to the best of my knowledge and belief.

Signature		Title
Printed Name	Date

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Exhibit C - Preferential Use Area (or Ramp)

[GRAPHIC]

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EX-10.4

Exhibit 10.4

NON-EXCLUSIVE

LICENSE AGREEMENT

TO CONDUCT AN

AERONAUTICAL BUSINESS

AT

RICKENBACKER INTERNATIONAL AIRPORT

BETWEEN

COLUMBUS REGIONAL AIRPORT AUTHORITY

AND

AIRNET SYSTEMS, INC.

TABLE OF CONTENTS

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NON-EXCLUSIVE LICENSE AGREEMENT

This Non-Exclusive License Agreement (“License”) is entered into as of January 20, 2004, by and between the Columbus Regional Airport Authority (the “Authority”), a port authority organized and existing under the laws of the State of Ohio and Airnet Systems, Inc. (“Licensee”), a corporation organized and existing under the laws of the State of Ohio.

Background Information

A.The Authority is the owner of property (that property conveyed by Quitclaim) of the former Rickenbacker Air Force Base located in Franklin and Pickaway Counties, State of Ohio, the remainder of said former Base being still owned by the United States of America. Pursuant to a Joint Use Agreement dated September 16, 1991, between the United States of America and the Authority, the Authority is required or permitted to use and operate certain runways, ramps, navigational aids, and other improvements (collectively the “Airfield”) located on the property still owned by the United States. The Authority intends to develop the Quitclaim property and Airfield as a public facility for the accommodation of air commerce. The Quitclaim property, the Airfield and all other property owned by the United States of America which was a part of the former Rickenbacker Air Force Base will be referred to herein as “Rickenbacker Airport” or the “Airport”.

B.Licensee desires to engage in certain aeronautical business activities at the Airport on a non-exclusive basis under the terms and subject to the conditions set forth in this License Agreement. This License Agreement is being executed and delivered at the same time as the execution and delivery of (i) a lease between the Authority and Licensee relating to Licensee’s lease of certain land at the Airport upon which Licensee will conduct its aeronautical business activities (the “Lease”), (ii) an Operating Agreement between the Authority and Licensee relating to Licensee’s operations at the Airport (the “Operating Agreement”) and iii) a Commingling Fuel Agreement between the Authority and Licensee relating to Licensee’s use of the Airport Fuel System (the Fuel Agreement”).

Statement of Agreement

The parties acknowledge the accuracy of the foregoing background information and hereby agree as follows:

§1.License Granted

§1.1.The Authority hereby grants to Licensee, subject to all of the terms, conditions, and covenants of this Agreement, a non-exclusive license to conduct at the

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Airport the aeronautical business activities as specified in Categor(y)(ies) checked below, in accordance with, and subject to the minimum standards therefor attached to this Agreement:

Category A
ý	a)	Flight Training
ý	b)	Aircraft Charter, Air Taxi and Freight Carriage (Not applicable to airline operations)
o	c)	Aircraft Rental
Category B
ý	a)	Maintenance and Rebuilding of Aircraft and Engines, aircraft Components and Accessories, and Installation of Aircraft Engines, Parts, Accessories and Equipment, excluding sub-category b)
ý	b)	Maintenance & Installation of Aircraft Radios, Communications and Navigation Equipment (excluding over-the-counter repairs)
ý	c)	Aircraft Sales
ý	d)	Sale of Aircraft Parts, Accessories and Equipment
	e)	Aircraft Painting
o	f)	Aircraft Interior Refurbishing
Category C
o	a)	Aerial Advertising
o	b)	Aerial Applications: Spraying, Dusting or Seeding
o	c)	Aerial Photography
o	d)	Aerial Surveying
o	e)	Aerial Patrol of Pipelines or Utility Lines
o	f)	Helicopter Operations in Construction or Repair Work (External Lift)
o	g)	Air Ambulance and Medical Evacuation

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o	h)	Parachute Rigging, Jumping, Jump Training and Flight Services for Parachute Related Activities
o	i)	Sales of Pilot supplies
ý	j)	Maintenance and Repair of Aircraft Radios, Communications and Navigational Equipment (delivered over-the-counter for such repairs)
Category D
ý	a)	Storage of Aircraft - Single Volume Hangar
Category E
o	a)	Storage of Aircraft - “T” Hangars
Category F
ý	a)	Line Service
ý	b)	Contract Fueling
ý	c)	Cargo Handling
ý	d)	Maintenance or Repair of Ground Support Equipment(GSE)

§1.2.Licensee agrees to conduct each service and activity specified above. Licensee shall not conduct any service or activity which is not specified above. In the event Licensee wishes to discontinue any service or activity, or to conduct additional services or activities, it shall submit in writing a request for such deletion or addition of service or activity for approval of the Authority, which approval shall not be unreasonably withheld or delayed.

§1.3.Licensee shall be entitled, in common with others so authorized, to the use of all facilities and improvements of a public nature which now are or may hereafter be connected with or appurtenant to the Airport, including but not limited to the use of landing areas, runways, taxiways, navigational aids, terminal facilities and aircraft parking areas designated by the Authority.

§1.4.Licensee hereby acknowledges and agrees for itself, its employees, agents, contractors, customers, and invitees to comply with, abide by, uphold and enforce on, in and about its place of business, the Rickenbacker Airport Rules and Regulations, as they may be amended from time to time, which are incorporated into and made a part of this Agreement.

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§1.5.Licensee acknowledges that the Authority will not require any of the users of the products or services specified above to use Licensee and that the Authority will from time to time grant other non-exclusive licenses to others to supply the same or similar products and services.

§1.6.Licensee hereby consents and grants to the Authority permission to obtain credit reports and conduct such other investigations of Licensee’s credit worthiness and financial condition as may, from time to time, be reasonably desirable and appropriate to satisfy itself that Licensee is able to fulfill its obligations under this Agreement. If the findings are not satisfactory the Authority retains the right to terminate this agreement upon thirty (30) days notice. Licensee agrees to hold the Authority harmless from any damages caused to Licensee in the course of such investigation(s). If in the Authority’s sole reasonable judgment Licensee does not have sufficient financial strength and responsibility, the Authority may require corporate and personal guarantees of Licensee’s obligations hereunder.

§2.Term of Agreement and Renewals

§2.1.The term of this License shall commence on the Rent Commencement Date (as such term is defined in the Lease), and shall continue for a term of one year from such date, unless sooner terminated as otherwise provided herein. This License shall automatically renew thereafter for additional one-year terms for the balance of the Lease term.

§2.2.This License may be amended by the Authority upon thirty (30) days written notice to Licensee, provided the terms and conditions and user fees continue to provide Licensee access to the Airport at a level that permits Licensee to use the Airport facilities and Preferential Use Area (as defined in the Operating Agreement) consistent with the terms and conditions of the Lease and consistent with terms and conditions provided to other similar users of the Airport. Upon the termination of this License, by lapse of time or otherwise, Operator shall promptly and peaceably surrender and deliver to the Authority, any assigned Airport use areas, Airport identification badges, security access cards, and all fees to which Authority is entitled hereunder.

§3.Fees

§3.1.Except as hereinafter provided, Licensee shall pay to the Authority fees and charges for any and all business conducted by Licensee on, at or from the Airport. Such fees and charges shall be found in the Schedule of Rates and Charges attached hereto and made a part hereof, as it may be amended from time to time by the Authority.

§3.2.Applicable fees and charges shall apply to all transactions, whether or not evidenced by written agreements, (a) between Licensee and Licensee’s unrelated third party customers, clients and vendees, including without limitation the military and members of the general public, and (b) between Licensee and any person, corporation, partnership, joint venture, department, division, company, entity or other party directly or indirectly related to Licensee; provided, that such fees and charges shall not be levied against transactions between Licensee and any party described in (a) or (b) which has

6

entered into a written agreement with the Authority specifically exempting said exempt party from such fees or charges. A list of all such exempt parties shall be provided to Licensee by the Authority from time to time.

§3.3.Licensee shall remit payment of the fees specified in §3.1 above, together with a report on a form or forms acceptable to the Authority, within thirty (30) days after the end of the month in which the transaction giving rise thereto occurred. Licensee shall establish and maintain accounting and recording systems and practices which accurately reflect the services at the Airport and the Revenues received by Licensee.

§3.4.Any amount due from Licensee to the Authority which is not paid within ten days of the due date shall be charged a late fee of $50.00. Any outstanding balances shall bear interest at a rate equal to two percent (2%) per month calculated on the outstanding balance inclusive of previous interest charges and late fees, (but not more than the maximum rate permissible by law), from the due date until paid.

§3.5.The term “Revenues” as used herein shall include the following:

§3.5.1.The gross amount charged by Licensee, whether wholly or partially for cash and/or on credit or otherwise (including, but not limited to, any amount allowed upon any “trade-in”) for services performed by Licensee, or anyone acting on Licensee’s behalf, or under a license or concession from Licensee, which are not excluded by any other provision of this Agreement, including without limitation, all amounts charged for goods, wares, and merchandise sold and for service or labor performed on, at, or from any part of the Airport by Licensee or anyone acting on Licensee’s behalf or under a license or concession from Licensee (including, but not limited to, public telephones and vending machines), without deduction for uncollected or uncollectible accounts.

§3.5.2.The Authority shall have the right to review and approve rates, fees, and charges imposed for the aeronautical services and goods provided to the public by Licensee. Licensee shall furnish the Authority with a schedule of the rates and fees which Licensee charges to the general public in connection with any services performed by Licensee under this agreement, or by anyone acting on Licensee’s behalf, or under a license or concession from Licensee, and shall update such schedule each time any change is made in such rates or fees. In the event Licensee or anyone acting on Licensee’s behalf or under a license or concession from Licensee provides services to any person or entity directly or indirectly related to Licensee or such provider, notwithstanding anything in §3.5.1 to the contrary, such person or entity shall be deemed to have paid Revenues to Licensee or such provider in an amount equal to those rates and fees which would have been payable to Licensee or such provider if the same services were instead provided to the general public, whether or not such amount, or any greater or lesser amount, was actually paid to Licensee or such provider.

§3.5.3.There shall be deducted from Revenues: (i) an amount equal to the amount of any cash or credit refund in fact made by Licensee for returned goods, which amount was previously included in Revenues; and (ii) the amount of any sales, luxury or excise taxes on Revenues where such taxes are both included in the gross amount reported as Revenues and subsequently paid to the taxing authorities by Licensee.

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§3.6.Upon ten (10) days prior notice from the Authority, Licensee shall make available to the Authority, or its duly authorized representative(s), such documentation, records, reports and other information as may be requested from time to time by the Authority to assist in the determination of the fees due to the Authority.  If Licensee requires access to the books and records of the Authority to verify charges accrued and payments made, access shall be provided by the Authority.

§3.7.The Authority, or its duly authorized representative(s), shall, at all reasonable times, have the right to examine and audit all documentation, records, and reports of Licensee pertaining to the operation of its business under this Agreement for any reasonable purpose.  Licensee hereby authorizes its directors, officers, agents, and employees to disclose to the Authority any and all information pertaining to Licensee’s business operations under the license rights herein granted, including all account books, records, and things done or performed by Licensee in connection herewith during the term of this Agreement.  In the event that any audit by the Authority or its authorized representative discloses any deficiencies in the fees paid by Licensee to the Authority hereunder, Licensee shall pay said deficiency within five (5) days after receipt of written notice from the Authority demanding payment therefor which notice shall set forth the amount of said deficiency.  If such deficiency is in excess of two percent (2%) of the amount previously paid to the Authority for the audited period, Licensee shall also pay all costs and expenses of the audit upon written demand by the Authority.  Should Licensee be entitled to a refund as a result of overpayment to the Authority limits established herein shall be applicable thereto.

§3.8.Within sixty (60) days after the end of each calendar year, Licensee shall furnish to the Authority a statement of its business activities, revenues generated and fees collected during such calendar year.  The statement shall be on a form or forms prescribed or deemed acceptable by the Authority, and shall be certified by an officer of Licensee as to its accuracy.  Licensee and Authority agree that the summary forms prepared in the normal course of Licensee’s operations shall be acceptable for purposes of satisfying this requirement, and that if reports certified or audited by an independent certified public accountant are required, the due date for filing with the Authority shall be extended for not more than 120 days.

§4.Quality of Licensee’s Services

§4.1.All services performed by Licensee pursuant to this Agreement shall be performed in a professional, timely, and efficient manner so as not to reflect any discredit on the Authority or the Airport, and Licensee shall, at all times, maintain adequate hours of operation and an adequate inventory of products, supplies, and equipment at the Airport to satisfy the demands of tenants and users, including the general public and military and civilian aircraft, which may employ Licensee’s services from time to time at the Airport.  For purposes of determining adequacy, Licensee may consider, in combination with such other factors as may be appropriate, its prior experience in providing the services and activities licensed herein.

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§4.2.Licensee shall maintain an adequate staff of employees with skills, training (both initial and recurring), licenses, and certificates appropriate to the performance of Licensee’s obligations under this Agreement.  All employees and agents engaged in rendering any services authorized by this Agreement shall at all times be appropriately attired and equipped for the duty or duties then being performed by them.  For purposes of determining adequacy, Licensee may consider, in combination with such other factors as may be appropriate, its prior experience in providing the services and activities licensed herein.

§4.3.All tank trucks, automotive equipment, machinery, appliances, underground installations, and any other equipment used by Licensee in its business operations under this Agreement shall, at no cost to the Authority, be maintained in good mechanical condition and appearance and shall be modern, up-to-date equipment which shall at all times meet all requirements reasonably necessary or lawfully required for fire protection and the enhancement of the safety of operations at the Airport considering the nature of the business in which Licensee is engaged.

§4.4.Licensee shall not do any act, permit any act, or refrain from doing any act, in any manner, that: (i) tends to create or permit any waste or nuisance at the Airport; (ii) tends to disturb tenants, users, or any other party at the Airport; (iii) invalidates or is in conflict with fire insurance or other insurance policies covering the Airport; or (iv) increases the rate of fire insurance on the Airport, or the property located therein, over that rate in effect on the Commencement Date hereof.  Licensee, at its own expense, shall comply with all rules, orders, regulations, or requirements which the National Board of Fire Underwriters, or any other similar body may impose.

§4.5.Licensee shall comply with all sanitary, health and safety laws, rules and regulations relating to the Airport and Licensee’s business operations at the Airport.

§4.6.Licensee shall enter into such agreements with tenants or users of the Airport or such other parties as may be necessary for the Licensee to conduct its business operations under this Agreement; provided that, the Authority is not under any obligation to permit or obtain access for Licensee to enter upon premises occupied by any tenant of the Airport.  In all cases, such right of access or entry must be arranged for or obtained by Licensee from such user(s) or tenant(s) of the Airport.

§4.7.Licensee shall take such actions as may be necessary, including but not limited to posting of signs and notices, erecting fences and employing security personnel, to prevent unauthorized persons, including but not limited to employees, customers, visitors and the general public, from entering through areas under its control into restricted areas such as aircraft flight, takeoff, landing, loading, parking or taxi areas.  All signage, fences, security personnel and procedures shall be subject to the approval of the Authority.  Guidelines for purposes of security may be found in the Rickenbacker Airport Rules and Regulations, Section II.

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§5.Environmental Hazards

§5.1.Licensee shall comply with, and shall take all actions within Licensee’s control to cause all of Licensee’s agents, employees, representatives, licensees, concessionaires, customers, clients, and vendees to comply with, all Environmental Laws, (as hereinafter defined) and shall obtain and comply with, and shall take all actions within Licensee’s control to cause all of Licensee’s agents, employees, representatives, licensees, concessionaires, customers, clients, and vendees to obtain and comply with, all Environmental Permits (as hereinafter defined).  Without limiting the generality of the foregoing, Licensee shall not engage in any activity or manner of conduct, including but not limited to the use, treatment, generation, transportation, processing, handling, disposal, production or storage of Hazardous Substances (as hereinafter defined), whether gaseous, solid or liquid, or the use of solvents, lubricants, petroleum, degreasers, or other compounds, in such a manner as to risk contamination of the soil or ground or open waters or the emission of vapors or gases which constitute atmospheric pollutants, which creates or may create an unlawful, dangerous, injurious, noxious, or otherwise objectionable environmental condition.  Licensee shall at all times conduct its business, and assure to the extent within Licensee’s control, that its customers, clients, vendees, concessionaires, licensees and the general public, while present in or on Licensee’s place of business or at the Airport, comply with all Environmental Laws and Environmental Permits.  For purposes of this Agreement (a) “Environmental Laws” shall mean all Authority, federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, treatment, generation, transportation, processing, handling, disposal, production or storage of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of the Authority and federal, state and local governmental agencies and authorities with respect thereto (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.) the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq.) and Chapter 3745 of the Ohio Administrative Code, as now in effect or hereafter amended; (b) Environmental Permits shall mean all permits, licenses, approvals, authorizations, consents or registrations required by the applicable Environmental Law or Laws in connection with the use and/or operation of Licensee’s business or businesses or the Airport or the use, treatment, generation, transportation, processing, handling, disposal, production or disposal of Hazardous Substances; and (c) “Hazardous Substance” shall mean any substance classified as a hazardous or toxic substance or hazardous waste under any applicable Environmental Law (including, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum based products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials and the byproducts thereof).

§5.2.Should Licensee, through its negligence or otherwise, experience an incident or accident or in any way cause a real or potential environmental contamination, it shall immediately take any and all reasonable actions to cease, contain and remediate

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the pollution, contamination or other environmental damage or risk, and shall notify all agencies, including but not limited to the Authority, having jurisdiction over the activity which caused the incident and the containment, cleanup, or mitigation thereof.  Authority and Licensee agree that this paragraph is not intended to affix responsibility for costs, but rather is intended to insure that Licensee shall take immediate actions with respect to any problem of which it becomes aware.

§5.3.The Authority and other federal, state, and local agencies having jurisdiction shall at all times have the right in their sole discretion to take any and all actions as they may individually or collectively deem appropriate to cease, contain, remediate, or otherwise respond to a condition which results from, causes or threatens to cause environmental pollution, contamination or damage, and to charge Licensee for any such action, which charges shall be paid promptly by Licensee.

§ 5.4.Without limiting the generality of the provisions of §7, Licensee shall assume the risk of, be responsible for, defend, indemnify and hold harmless the Authority, including without limitation its directors, officers, agents, employees, customers, invitees and licensees from any and all losses, claims, costs, liabilities, damages, and expenses (including costs of suit and fees and expenses for legal services) resulting from any environmental pollution, condition or damage, or from a failure to comply with any Environmental Law or Environmental Permit, arising from Licensee’s, its agents’, employees’, representatives’, licensees’, and concessionaires’ conduct of business or other activities on the Airport.

§5.5.The Authority shall not be responsible to Licensee, its owners, directors, officers, agents, employees, representatives, customers, clients, vendees, concessionaires or licensees for any environmental condition in existence at the Airport, which condition may interfere with Licensee’s business or other operations or activities, or which might otherwise cause damages to Licensee through loss of business, destruction of property, or injury to Licensee, its owners, directors, officers, agents, employees, customers, clients, vendees, concessionaires and licensees.

§6.Insurance

§6.1.At all times during the term of this Agreement, Licensee shall carry and maintain, in such minimum amounts as may be established from time to time by the Authority and specified on the Schedule of Insurance Coverages attached hereto and made a part hereof: (i) workers’ compensation insurance with the statutory maximum limit of liability; (ii) comprehensive general liability insurance broadened to cover the liability of Licensee in connection with the services to be rendered hereunder, including without limitation, coverage for personal injury, wrongful death, property damage, and independent contractors’ coverages; (iii) fire and extended coverage insurance with respect to all leasehold improvements, fixtures, equipment, inventory, and other personal property owned by Licensee or in its possession at the Airport; and (iv) such other insurance coverages as may be listed in the aforesaid Schedule of Insurance Coverages as it may be amended from time to time.

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§6.2.All insurance policies of Licensee shall be issued by responsible insurers licensed to transact business in the State of Ohio; shall name the Authority and AGI, Inc. as additional insured; and shall provide for notice to the Authority at least thirty (30) days prior to any written cancellation, expiration without renewal, or modification thereof.  All policies providing casualty or hazard insurance coverage to Licensee shall contain waivers of subrogation as to the Authority.  Licensee shall furnish the Authority with certificates of insurance evidencing compliance with the insurance requirements of this Agreement including renewal or replacement policies.

§7.The Authority Held Harmless

§7.1.Licensee shall assume the risk of, be responsible for, and indemnify the Authority, including without limitation its directors, officers, agents, employees, customers, invitees, and licensees and shall hold it and them harmless from any and all losses, claims, costs, liabilities, damages, and expenses (including costs of suit and fees and expenses for legal services) on account of any liens arising or damages claimed by any persons, including employees of Licensee, its customers and invitees, or the Authority, to have been incurred or sustained in, on or about the Airport or the premises or facilities occupied and used by Licensee and arising out of Licensee’s use and occupation thereof; provided, however, that Licensee shall not be liable for any damage, injury, or loss caused solely by the negligence or willful misconduct of the Authority, including without limitation its directors, officers, agents, and employees, and provided further, that the Authority shall give to Licensee reasonable notice of any such claim made or suit instituted against the Authority and afford Licensee the right to compromise and/or defend the same.  If the conduct of both the Authority and Licensee contribute to any damage, loss or injury, then Licensee and the Authority shall be entitled to their respective rights of contribution and Licensee’s indemnity of the Authority shall be limited to Licensee’s contributory share (the burden of proving apportionment of damages shall be on Licensee).

§7.2.Licensee acknowledges that Rickenbacker Airport is a joint use civil/military airport.  In accordance with such agreements as may exist now or in the future between the Authority and the United States of America, airport regulations or air traffic directives will from time to time be issued which grant priority to military operations and which may interfere with Licensee’s operations.  Licensee hereby assents to and agrees to comply with and abide by all such regulations and directives, and Licensee further agrees to assume the risk of and hold the Authority harmless from any damages or adverse effects resulting from such regulations and directives.

§8.Exemption of the Authority from Liability

Licensee hereby waives all claims (including subrogation claims) against the Authority and the Authority shall not be liable to Licensee, for any injury or damages which may be sustained by the persons, goods, wares, merchandise, or property of Licensee, its employees, agents, invitees, or customers or any other person in or about the Airport, caused by or resulting from (i) latent or patent defects in the construction or

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condition of the Airport; (ii) acts of God; (iii) fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Airport; (iv) riot, civil disorder, aircraft, vehicles, smoke, noise, vandalism or malicious mischief; (v) breakage, leakage, obstruction, or other defects of the pipes, wires, appliances, plumbing, air conditioning, or lighting fixtures of the same; or (vi) use or occupancy of the Airport, whether said damage or injury results from conditions arising upon the Airport or from other sources and whether or not caused or alleged to be caused by the negligence of the Authority (other than gross negligence or willful misconduct); provided, that this waiver shall not apply to any injury or damages in an amount exceeding Licensee’s insurance coverage and caused by the negligence of the Authority.  Further, the Authority shall not be liable to Licensee or to any other person for any damage arising from any act or omission, negligent or otherwise, of any other tenant or user of the Airport.

§9.Default and Right of Termination

§9.1.If either party shall materially fail to perform or observe any of the terms, covenants, or conditions of this Agreement, the other party may give written notice of such default to that party.  If any such default shall remain uncured for ten (10) days after receiving written notice of any failure to pay any fees or amounts due hereunder or for thirty (30) days after receiving written notice of any other default, then the party not in default may give notice to the defaulting party of its election to terminate this Agreement, and ten (10) days after the delivery of such notice, this Agreement shall cease and terminate.  Such election to terminate by either party shall not be construed as a waiver of any claims it may have against the other party.  If, however, any default, other than a monetary default, is of such nature that it cannot be cured within thirty (30) days and if the party in default shall have commenced the cure of such default promptly after receipt of notice from the other party and shall continuously and diligently proceed in good faith to cure such default, then the period for correction shall be extended for such length of time as is reasonably necessary (not to exceed 60 days) to complete such cure.

Notwithstanding the time provisions in this §9.1, the Authority, in the interest of maintaining a continuity and availability at the airport of the services and activities provided herein, may establish and extend the termination date, and Licensee shall continue to provide services and activities hereunder, for up to an additional six (6) months in the event the defaulting party is the Licensee and up to an additional thirty days if the defaulting party is the Authority, to enable the Authority to obtain another party to provide the same.

§9.2.Notwithstanding any other provision contained herein, if, in the reasonable judgment of the Airport Manager or his representative, any activity or inactivity of Licensee or any condition on or about Licensee’s property or area of operation creates a hazard to persons or property or renders the conduct of normal business, including but not limited to the operation or servicing of aircraft, hazardous to persons or property, such hazardous situation or condition shall be remedied by Licensee as soon as reasonably practicable upon receiving notice of the same from the Airport Manager or his representative.  If such notice is delivered verbally by the Airport Manager or his representative, a written confirmation of the verbal notice, specifying in detail the nature

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of the hazardous situation or condition and the need for immediate action, will be delivered to Licensee as soon as practicable.  If Licensee is unable to immediately remedy a hazardous situation or condition, it shall suspend all operations which, as a result of the existence of such hazardous situation or condition, may in the judgment of the Airport Manager expose persons or property to risk of injury or damage.

§9.3.   Pursuant to §16 of this Agreement, Licensee must secure a lease or sublease of land, buildings, improvements, or property or other facilities in order to perform its obligations under this Agreement.  In the event Licensee’s leasehold rights under such lease or sublease lapse, expire or terminate for any reason, then Licensee shall be deemed in default of this Agreement.  In the event Licensee is in default of such lease or sublease, then Licensee shall be in default of this Agreement.  If Licensee disputes the existence of a default by it under such lease or sublease in court, then such leasehold default shall not be a default hereunder until a final determination is made by such court and all appeals are exhausted.

§10.Taxes and Licenses

Licensee shall pay, within the prescribed time, all taxes, fees, penalties, and assessments related to the conduct of its business under this Agreement, including without limitation any and all taxes which may be levied on all personal property maintained by it on or about the Airport and any and all taxes which may be levied against its license privileges granted hereunder.  Licensee shall also pay all license and permit fees necessary or required by law for the operation and conduct of its business under this Agreement.

§11.Operating Expenses

All costs and expenses incurred by Licensee in the performance of its obligations under this Agreement and any and all debts arising therefrom shall be obligations of Licensee.  The Authority shall not be responsible for any such obligations by reason of its relationship to Licensee pursuant to this Agreement or otherwise.

§12.Right of Inspection

Licensee shall provide access to the Authority and authorized representatives of any federal, state, and local agency for inspection of its business operations at the Airport for any reasonable purpose at any time.

§13.Signs

Licensee shall have the right, at its expense, to place in or on its place of business a sign or signs identifying Licensee.  Said sign or signs shall be of a size, shape and design, and at a location or locations, approved by the Authority and in conformance with

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any overall directional graphics or signage program established by the Authority.  The Authority’s approval of any proposed signs shall not be unreasonably withheld.  When required, this approval shall then be forwarded by the Port Authority to the FAA with a completed form 7460-1.  Upon FAA review and approval the Licensee shall be granted a notice to proceed.  Upon termination of this agreement, Licensee shall remove, at its expense, all lettering, signs and placards erected by it.

§14.Restrictions and Regulations

§14.1.   At all times during the term of this Agreement, Licensee agrees to abide by: (i) any and all applicable written rules, regulations, orders, and restrictions which are now in force or which may be hereafter adopted or amended by the Authority relating to the operation of the Airport; (ii) any and all written orders, directives, or conditions issued, given or imposed by the Authority relating to the use of the roadways, driveways, curbs, sidewalks, and parking areas in and about the Airport; (iii) any and all applicable laws, ordinances, statutes, rules, regulations, or orders of any federal, state, or municipal governmental agency lawfully exercising authority over the Airport or Licensee’s conduct of its business pursuant to this Agreement; and (iv) any obligation, condition, or restriction imposed by or any right reserved in any conveyance of property, real or personal, to the Authority.  The Authority shall not be liable to Licensee for any damage to, diminution of, deprivation of, or possession of Licensee’s rights or privileges hereunder, on account of the exercise, by any person or entity, of the authority described in this Section, or which may arise from the Airport’s development or operation of the Airport during the term of this Agreement.

§14.2.   Licensee agrees that its employees will become familiar with the Rickenbacker Airport Rules and Regulations, a current copy of which is attached, as they now exist or may be hereafter amended, with applicable provisions of this Agreement, and with applicable laws, regulations, policies and/or standards governing the functions being or to be performed by said employees, that it will provide its employees with appropriate instruction regarding the same, and that it will provide its employees with copies of the same if so requested.  Licensee will post in a conspicuous location in its place of business, in full view of its employees, its customers and the public, a current copy of the Rickenbacker Airport Rules and Regulations or such portions thereof as may be directed by the Authority.

§15.Uniform Changes

The Authority may amend or modify any term, condition, or covenant of this Agreement, provided that such amendment or modification shall: (i) apply prospectively only from and after the effective date thereof; (ii) be uniformly applicable to all persons holding non-exclusive licenses to conduct the affected activity or activities at the Airport; and (iii) become effective only after the expiration of thirty (30) days following the giving of written notice of such amendment or modification by the Authority.  If Licensee determines it is not economically feasible to comply with any proposed amendment or modification adopted pursuant hereto, Licensee may, within fifteen (15)

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days of such written notice from the Authority, notify the Authority in writing that it intends to terminate this Agreement, which shall then terminate upon the expiration of six (6) months after the date of Licensee’s written notice to the Authority.  If Licensee elects to terminate under this section, the terms of this Agreement through the termination date shall not include the modifications or amendments objected to by Licensee.

§16.Leased Facilities

§16.1.   Prior to commencing business, Licensee must secure a lease or sublease of such land, buildings, improvements, or property or other facilities required by the Minimum Standards for Operators of Commercial Activities for such services or activities as Licensee is to conduct pursuant to this Agreement.

§16.2.   The Authority shall have the right to approve or disapprove any lease, sublease, rental or use of any land, buildings, improvements or property or other facilities within the aeronautical use areas of the Airport on the basis that it conforms or fails to conform with FAA regulations, rules, standards, orders or policies or with the Amended and Restated Master Lease and Development Agreement, where applicable.  Licensee shall lease only such land, buildings, improvements, property or other facilities for which a demonstrable need presently exists or with respect to which Licensee demonstrates an intent to immediately develop for aeronautical use.  Approval of any such lease, sublease, rental or use agreement shall be contingent upon the Authority’s subsequent approval of any proposed leasehold improvements and timely completion thereof in accordance with the terms and conditions herein set forth.

§16.3.   Before Licensee enters into any agreement with a third party whereby Licensee provides to said third party by lease, sublease, rental or otherwise, the use of any land, buildings, improvements or property or other facilities, or any portion thereof, on the Airport, and, before Licensee enters into any agreement or arrangement whereby a third party provides or conducts any service or activity to or on behalf of Licensee, Licensee shall provide three copies of such agreement to the Authority for its approval or disapproval.  The Authority shall have ten (10) days within which it may approve or disapprove the form and content of such agreement.  The Authority’s review may include, but is not limited to the scope of services to be provided by the third party, the length of term, the appropriateness of the space including location and square footage, leasehold improvements, public facilities, and whether the third party should be a sub-licensee of Licensee or a direct licensee of the Authority.  All leases and agreements with third parties shall comply in all respects with this Agreement.  If the Authority determines that the service or activity is of a character as to require the execution of a Non-Exclusive License Agreement with the Authority, said third party shall enter into a Non-Exclusive License Agreement with the Authority prior to commencing such service or activity.  Licensee shall not sublicense any of the rights, privileges or benefits granted hereunder without the Authority’s consent, and any attempt by Licensee to do so shall be null and void.

§16.4.   The Authority shall have the right to review and approve or disapprove architectural plans and designs for proposed improvements, on the basis that they

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conform or fail to conform with FAA regulations, rules, standards, orders or policies or with the aforesaid Amended and Restated Master Lease and Development Agreement, where applicable, prior to Licensee awarding contracts therefore or commencing construction thereof.  Licensee agrees that it shall submit to the Authority, within six (6) months after execution of any lease, detailed plans and specifications for all proposed leasehold improvements.  The Authority agrees that it shall transmit its approval of the plans and specifications as submitted, or its disapproval thereof together with an explanation of the reason(s) therefore within ten (10) business days of receipt of the plans and specifications.  The Authority’s approval of plans and specifications shall not be withheld unreasonably.

§16.5.  Unless otherwise approved by the Authority in writing, construction of proposed leasehold improvements or renovation of existing facilities shall commence within six (6) months after approval by the Authority of the architectural plans and specifications, and within a reasonable time thereafter shall be completed and placed into service.  Facilities already existing shall be placed into service within six (6) months after the effective date of the lease thereof.

§16.6.  Licensee shall comply with and obey all federal, state and local laws, as they now or may apply in the future, for determining the prevailing wage rates for the construction of facilities at the Rickenbacker Airport.

§16.7.  Licensee shall complete and submit Federal Aviation Administration (“FAA”) Form 7460-1 “Notice of Proposed Construction or Alteration”, in accordance with its attached instructions for any and all proposed construction, alterations or improvements.  The Authority’s written approval must accompany submission of this form to FAA.  Licensee shall then submit to the Authority a copy of FAA’s written approval of Form 7460-1, all building permits, licenses, certificates and other approvals required by applicable laws, regulations, codes and standards, and shall certify compliance with all applicable laws, regulations, codes and standards in the design and construction of the improvements prior to commencement of any construction or alteration of facilities at the Airport.

§17.Services

§17.1.  In the event that the Authority provides services directly to Licensee, including, but not limited to, security, janitorial, aircraft rescue and fire fighting, maintenance and repair services, snow and ice removal, or the furnishing of utilities, Licensee shall pay the Authority all charges therefore within ten (10) days after receipt of a statement for said services.  With the exception of emergency services, or those necessary to maintain the safety of persons, property, or operations on the Airport, or to comply with FAA’s regulations or other applicable laws, ordinances or regulations, the Authority shall provide no services to Licensee except pursuant to a separate written agreement with Licensee or upon request from Licensee.

§17.2.  The Authority is not obligated to furnish any fire fighting services or security services to or for Licensee.  Licensee shall maintain its own security services and

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agrees that the operation, maintenance or other provision by the Authority of either security or fire fighting services shall not constitute a waiver of this section.  Notwithstanding the provisions hereof, however, the Authority agrees that the responsible governmental fire fighting unit shall be provided access to the premises for such services.

§17.3.  The Authority shall not be liable in damages or otherwise for any failure or interruption of any of the foregoing services, or for any interruption in utility services to the Airport, and no such failure or interruption shall entitle Licensee to terminate this Agreement or to an abatement of fees payable to the Authority.  The Authority shall not be liable to Licensee under any circumstances for loss of property, injury to person or property, or consequential damages, however occurring, through, in connection with, or incidental to failure to furnish any of the foregoing.

§18.No Representations by the Authority

Licensee acknowledges that neither the Authority nor any of its agents, representatives, employees, or officers have made any representations or promises with respect to the Airport except as herein expressly set forth.  Further, Licensee acknowledges that it has not executed this Agreement in reliance upon any representations or promises of the Authority or its agents, representatives, employees or officers with respect to the Airport, except as herein expressly set forth, and that Licensee has made its own independent examination of the Airport.

§19.Nondiscrimination and Affirmative Action Program

The following provisions are required by the Federal Aviation Administration policy concerning airport leases and related documents:

§19.1. If any facilities are constructed, maintained or otherwise operated on the Airport for a purpose for which a United States Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the user shall maintain and operate such facilities and services in compliance with all requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, as said Regulations may be amended.

§19.2. Licensee, for itself, its personal representatives, successors-in-interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (i) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (ii) that in the construction of any improvements on, over, or under the Airport and the furnishing of services therein, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (iii) that Licensee shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21,

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Nondiscrimination in Federally Assisted Programs of the Department of Transportation, as said Regulations may be amended.

§19.3. Licensee assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Sub-part E, to insure that no person shall, on the grounds of race, creed, color, national origin, or sex, be excluded from participating in any employment activities covered in 14 CFR Part 152, Sub-part E.  Licensee assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this sub-part.  Licensee assures that it will require assurances from its sub-organizations, as required by 14 CFR Part 152, Sub-part E, to the same effect.

§19.4. Licensee shall furnish its accommodations and/or services to be provided pursuant to this Agreement on a fair, equal, and not unjustly discriminatory basis to all purchasers thereof and Licensee shall charge fair, reasonable, and not unjustly discriminatory prices for each service; provided, that Licensee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar type of price reductions to volume users.

§19.5. Non-compliance with the provisions contained above shall constitute a material breach hereof and, in the event of such non-compliance, the Authority shall have the right to terminate this Agreement and the license hereby created without liability therefore or, at the election of the Authority or the United States, either or both shall have the right to judicially enforce §§19.1, 19.2, 19.3 and 19.4 above.

§19.6. Subject to the provisions of §16.4 and §29 prohibiting sublicensing, Licensee agrees that it shall insert the above subsections in any lease agreement or contract by which Licensee grants rights or privileges to any person, firm, or corporation to render accommodations and/or services to the public under this Agreement.

§20.Other Restrictions

§20.1. The Authority reserves the right, but shall not be obligated to Licensee, to develop or improve the Airfield and all publicly-owned public-use facilities of the Airport.  The Port Authority will coordinate with Licensee, as with all Airport tenants, any proposed Airport improvements.  The Authority reserves the right to take any action deemed necessary to protect aerial approaches and to prevent Licensee from erecting or permitting to be erected any structure which in the reasonable opinion of the Authority will limit the usefulness of the Airport or constitute a hazard to aircraft.

§20.2. This Agreement shall be subordinate to the provisions of any existing or future federal statutes and any existing or future agreement entered into between the Authority and the United States of America relative to the improvement, operation, or maintenance of the Airport, and to the reasonable provisions of all minimum standards, rules, and/or regulations governing the operation of the Airport from time to time adopted by the Authority.

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§20.3. Licensee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Airport or in the event of any planned modification or alteration of any present or future building or structure on the Airport.

§20.4. Licensee will not by any act or omission, cause any violation of the provisions in the Quitclaim deed.  The following paragraphs are excerpts of the Quitclaim deed signed and dated April 17, 1984 and of The Airport Improvement Program Grant Assurance Number 23.  The word “grantee”, as used herein, shall mean the same as Authority:

The grantee will not grant or permit any exclusive right for the use of the airport at which the property is located which is forbidden by Section 308 of the Federal Aviation Act of 1958, as amended, by any person or persons to the exclusion of others in the same class and will otherwise comply with all applicable laws.  In furtherance of this covenant (but without limiting its general applicability and effect), the grantee specifically agrees that, unless authorized by the Administrator, it will not, either directly or indirectly, grant or permit any person, firm or corporation the exclusive right to conduct any aeronautical activity on the airport including but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity.  The grantee further agrees that it will terminate as soon as possible and no later than the earliest renewal, cancellation, or expiration date applicable thereto, any exclusive right existing at any airport owned or controlled by the grantee, or hereinafter acquired, and that, thereafter, no such right shall be granted.  However, nothing contained herein shall be construed to prohibit the granting or exercise of an exclusive right for the furnishing of non-aviation products and supplies or any service of a non-aeronautical nature or to obligate the grantee to furnish any particular non-aeronautical service at the airport.

Licensee will permit no exclusive right for the use of the airport by any persons providing, or intending to provide, aeronautical services to the public.  For purposes of this paragraph, the providing of services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply:

(a)  It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and;

(b)  If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport.

Licensee further agrees that Licensee will not, either directly or indirectly, grant or permit any person, firm or corporation the exclusive right at the airport, or at any other airport now owned or controlled by Licensee, to conduct any aeronautical activities,

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including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that Licensee will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under the Airport and Airway Improvement Act of 1982.

§20.5.  The following uses shall not be permitted on any portion of the Airport at any time: residential; trailer courts; junkyard; mining and quarrying; dumping, disposal (other than incidental disposal), incineration, or reduction of garbage, sewage, offal, dead animals, or refuse; fat rendering, stockyards or slaughtering of animals; smelting of iron, tin, zinc, or other ores; and animal raising.

§20.6.  No portion of the Airport shall be used or occupied in any manner so as to create any dangerous, injurious, noxious, or otherwise objectionable conditions that may affect any other property, including but not limited to the following:

(a)  No activity shall be conducted on any portion of the Airport that may be or may become hazardous to public health and safety, that shall be illegal, or that may interfere with or be a hazard to the flight of aircraft over into, from or around the Airport.

(b)  No activity which produces atmospheric emissions shall be conducted on the Airport unless such activity shall comply with the standards, if any, of the U.S. Environmental Protection Agency, any state or local environmental regulatory body, or any successor organizations performing similar functions, as such regulations exist at the date of this Agreement, or which may be enacted during the term hereof.  No portion of the premises leased by Licensee shall be activated for Foreign Trade Zone usage except upon the request of Licensee.

(c)  No electrical, electronic, or radio emissions shall be produced from the Airport that may interfere with, obstruct, or adversely affect the operation of air navigation aids or communications between any installation on the airfield and landing, departing or maneuvering aircraft.

(d)  No exterior lighting shall be permitted on the Airport unless the design and location thereof shall comply in all respects with the requirements of the FAA and any other governmental agency having jurisdiction with respect to height, type, and placement of lighting standards as they may affect the ability of aircraft to distinguish between airfield lights and others, visibility in the vicinity of the Airport, or the safety of flight operations into, from, and around the Airport.

(e)  No cesspool, septic tank, or other sewage disposal system or device shall be installed, maintained, or used on any portion of the Airport, other than systems or devices existing on the date of this Agreement, without the prior written approval of the Authority.

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§20.7.  If any portion of the Premises is activated for Foreign Trade Zone usage, said portion and any occupant thereof shall comply with the security requirements imposed by the U.S. Customs Service or other federal agencies having jurisdiction.

§20.8.  This Agreement and all provisions hereof shall be subject to whatever right the United States Government now has, or in the future may have or acquire, affecting the control, operation, regulation and taking over of said Airport, or the exclusive or non-exclusive use of the Airport, by the United States during time of war or national emergency or otherwise.

§20.9.  Licensee shall use reasonable precautions, including but not limited to those specified in §4.7 hereof, to prevent unauthorized persons from gaining access to restricted flight and aircraft operational areas.

§20.10.  In the event any provision of this §20 is violated, in addition to any other right it may have at law or in equity, the Authority shall have the right, but not the obligation, to enter upon any premises and cause the abatement of any such violation at the expense of Licensee.

§21.Payments and Notices

All license fees and other amounts required to be paid by Licensee to the Authority hereunder shall be delivered or mailed to the Authority at the address first set forth below, unless and until the Authority designates to Licensee in writing some other party or place to receive license fees and compensation.

Any notice to Licensee, required under this License, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to

The Authority:

President & CEO

Columbus Regional Airport Authority

4600 International Gateway

Columbus, OH 43219

With copy to General Counsel

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Licensee:

Prior to Licensee’s commencement of actual use at the Airport:

Airnet Systems, Inc.

3939 International Gateway

Columbus, OH 43219

Attn: Chief Executive Officer

After Licensee’s commencement of actual use at the Airport:

Addressed to the Licensee’s Premises at the Airport.

Attn:  Chief Executive Officer

or at such other address as that party may previously have specified in notice to the party giving notice, or is delivered personally to that address.

§22.Attorneys’ Fees and Costs

In the event an action or proceeding is brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees in such action or proceeding.

§23.Relationship Between Parties

Nothing contained in this Agreement shall be construed as creating a partnership or joint venture between Licensee and the Authority.

§24.Severability

It is the intention of the parties to comply fully with all laws and public policies, and this Agreement shall be construed consistently with such laws and public policies to the extent possible.  If and to the extent that any court of competent jurisdiction is unable to so construe any provision of this Agreement and holds that provision to be invalid, in whole or in part, such holding shall in no way affect the validity of the remainder of this Agreement, which shall remain in full force and effect.

§25.Governing Law

All questions concerning the validity, intention, and meaning of this Agreement or relating to the rights and obligation of the parties with respect to performance under this Agreement shall be construed and resolved under the laws of the State of Ohio in a court of competent jurisdiction within Franklin County, Ohio.

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§26.Time of Essence

The time for payment of all amounts to be paid by Licensee under this Agreement and for performance and observance of all other obligations and conditions to be performed by Licensee under this Agreement shall be of the essence.

§27.Complete Agreement

This Agreement sets forth the entire agreement among the parties with respect to the matters dealt with herein.  Except as provided in §15 hereof, no change, alteration, modification, addition, or qualification to the terms of this Agreement shall be made or be binding unless made in writing and signed by each of the parties.

§28.Successors In Interest

This Agreement is personal to Licensee and no rights or obligations under this Agreement shall be assigned or sublicensed by it, in whole or in part, without the prior written consent of the Authority.  Licensee shall not enter into any concession agreement with respect to the services covered by this Agreement without the prior written consent of the Authority.  Except as provided in the previous sentence, this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by and against the respective heirs, successors, and assigns of each party.

§29.Third Party Beneficiaries

This Agreement is intended for the exclusive benefit of the parties and their respective heirs, successors, and assigns.  Nothing contained in this Agreement shall be construed as creating any right or benefit in or to any third party.

§30.Waiver of Default

No failure by any party to insist upon strict compliance with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy upon any default of the other party shall affect, or constitute a waiver of the first party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default, nor shall any custom or practice of the parties at variance with any provision of this Agreement effect, or constitute a waiver of,  any party’s right to demand strict compliance with all provisions of this Agreement.

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§31.Construction of Agreement

The captions at the beginnings of the sections of this Agreement are not part of the context hereof, but are merely labels to assist in locating those sections, and shall be ignored in construing this Agreement.  Each pronoun shall include any number or gender thereof as the identity of its antecedent may require.  This Agreement may be executed in several counterparts and each such executed counterpart shall be considered as an original of this Agreement.

§32.Exculpation

Notwithstanding anything to the contrary contained in this Agreement, no officer, director, shareholder, partner, employee, or agent of the Authority shall have any personal liability for any failure by the Authority to perform any covenant, term, or condition of this Agreement.

§33.Survivability

The indemnity provisions shall survive the termination of this agreement.

COLUMBUS REGIONAL AIRPORT AUTHORITY		AIRNET SYSTEMS, INC.
/s/ Elaine Roberts		/s/ Joel E. Biggerstaff
Elaine Roberts, A.A.E.,		By	Joel E. Biggerstaff
President & CEO		Title	CEO
Date	1-20-04	Date	1/15/04

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RICKENBACKER INTERNATIONAL AIRPORT

MINIMUM STANDARDS FOR OPERATORS OF

COMMERCIAL ACTIVITIES

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SECTION 1 - GENERAL PROVISIONS

1.01  INTRODUCTION

The Rickenbacker Port Authority (“Authority”) adopts these minimum standards in order to protect and promote the best interests of the airlines and aviation public with regard to sound and equitable development and provision of commercial services to the airlines and the aviation public at Rickenbacker International Airport (“Airport”).

1.02  REQUIRED CONDITIONS

Any Person desiring to engage in one or more commercial service at the Airport must adhere to the applicable minimum standards as a condition to establishing and providing the permitted activity and must be a party to a written lease and/or use agreement with the Authority.

1.03  COMMERCIAL SERVICES DEFINED

Commercial Services are defined as certain commercial activities conducted at or from the Airport for the purpose of securing earnings, income, compensation, or profit, whether or not such objectives are actually accomplished.  Commercial Services which shall be subject to these Minimum Standards include, but are not limited to, the following commercial activities:  aircraft sales, airframe or power plant repair, aircraft rental, flight training, air taxi and charter services, avionics, instrument, and/or propeller services, specialized commercial flight services, into-plane fuel services, cargo handling services, commercial hangar storage, and commercial retail fuel sales and line services.

For purposes of these standards, Operators shall be classified as follows:

A.Single Service Operator - provides one commercial service, no retail fuel sales or line services.

B.Limited Service Operator - provides two or more commercial services, but no retail fuel sales or line services.

C.Full Service Operators - provides multiple commercial services including retail fuel sales and line services.

1.04  FAA NON-DISCRIMINATION REGULATIONS

These minimum standards are designed to ensure the Airport & Commercial Operators comply with the following FAA Non discrimination regulations:

A.A fair and reasonable opportunity, without discrimination, shall be afforded all applicants to qualify, or otherwise compete, for available Airport facilities; or to engage in selected commercial activities, subject to the Minimum Standards and requirements as may be established and amended from time to time by the Authority.

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The Authority’s goal, through these Minimum Standards, is to maintain a “level playing field” on which all Commercial Operators of a similar classification of aeronautical activity may conduct business for the benefit of the aviation public. In developing these Minimum Standards, the Authority intends neither to block competition between service providers, nor to protect any existing or incumbent provider from competition.

B.Commercial Operators on the Airport are required to (1) furnish services on a fair, equal, and not unjustly discriminatory basis to all customers, and (2) charge fair, reasonable, and not unjustly discriminatory prices for each unit or service, provided that the Operator is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.

C.No Commercial Operator shall exclude from employment, participation in, access to the benefits of its operations or otherwise discriminate against persons on the grounds of race, color, national origin, religious belief, disability, age or sex. Commercial Operators shall be responsible for compliance with any applicable local, state and federal rule, regulation, ordinance or law regarding nondiscrimination.

1.05  DEVELOPMENT OF ADDITIONAL MINIMUM STANDARDS

Authorized Commercial Services are not limited to those listed in these Minimum Standards. In the event that a prospective Operator desires to conduct a commercial activity not listed in these standards, the Minimum Standards for that activity may be identified as a part of the application process. Further, the Authority may, at any time, identify additional activities to be subject to Minimum Standards.

1.06  PRE-QUALIFICATION REQUIREMENTS

A prospective Operator shall submit, in written form, to the Airport Director, at the time of application, a business plan including the following information, and any other information as may be requested by the Authority:

A.Intended Scope of Activities

To provide high quality service to the airlines and aviation public as a condition precedent to the granting of an operating privilege on the Airport, the prospective Operator must submit a detailed description of the intended activity(s) to be conducted, and the means and methods to be employed to accomplish the applicable operating standards and requirements, including the following:

1.The services to be offered.

2.The amount of land to be leased or subleased.

3.The building space to be constructed, leased, or subleased.

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4.The number of Aircraft (or Vehicles) to be provided, if applicable.

5.The number of qualified and/or certified employees.

6.The proposed hours of operation.

7.Evidence of required minimum insurance coverage as established by the Authority.

8.Evidence of operator’s financial capability to perform the proposed services and provide and maintain the required facilities. The names and signatures of all parties owning an interest in the business or who will appear on leases or other documents as being a director, partner, officer or agent or manager of the business.

9.Evidence of the Operator’s level of competency and experience in successfully performing the proposed service.

10.Written authorization allowing the FAA and aviation or aeronautics commissions, administrations and departments of all states in which applicant has engaged in the aviation business to release information to the Authority.

11.Such other information as the Authority deems necessary to a particular request.

1.07  ACTION ON APPLICATION

The Authority encourages the expansion of commercial services at the Airport and, to that end, is committed to being responsive to all applicants. Applications will be reviewed and the Authority will respond within 90 days receipt of the application.

1.08  THE WRITTEN AGREEMENT

Upon the approval of the application by the Authority, prior to the commencement of Commercial Operations, the prospective Operator will be required to enter into a written agreement with the Authority. The agreement will detail the terms and conditions under which the Operator will conduct business on the Airport, including, but not limited to, the term of agreement; the rentals, fees, and charges; the rights, privileges and obligations of the respective parties; and other relevant covenants. The conditions contained in the schedule of Minimum Standards and Requirements do not represent a complete recitation of the provisions to be included in the written agreement. Agreement provisions, however, will not change, modify, or be inconsistent with, the Minimum Standards and Requirements.

1.09  SITE DEVELOPMENT STANDARDS

Minimum Land and Building requirements for each aeronautical service, listed in Section 2, are based on the following guidelines:

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A.The minimum hangar space necessary for an independent commercial provider of aeronautical services involving the storage or maintenance of aircraft is 3,600 square feet.

B.The minimum requirement for hangar space will generally be 75% of the total building space required with the remaining 25% of the space being allocated for offices, restrooms, reception areas and other space required for good customer service.

C.The minimum requirement for land space will generally be twice the amount of space required for the building.

D.In planning a commercial development, it is expected that all aircraft associated with the operation will be stored in the Operator’s hangar or on a tie down ramp that is constructed or leased by the Operator on leased Airport premises. The Authority is not obligated to provide or construct public ramp/apron or connecting taxiways for Commercial Operators. Further, the Authority’s ability to construct a ramp/apron or taxiways is limited to the availability of federal and state grant funds which are not dedicated to higher priority projects on the Airport. Thus, the prospective Operator should expect to fund all facilities needed (building, parking lots, ramps/aprons, connecting taxiways) as a part of the total plan.

E.A prospective Commercial Operator may conduct business under the “umbrella” (subcontract) of a Full Service Operator, using a portion of the Full Service Operator’s hangar and office space to fulfill the hangar and office space requirement.

F.The minimum space requirements hereinafter provided may be satisfied by the lease, construction or sublease of single, abutting, or separate parcels having one (1) building, attached buildings, or separate buildings. For businesses proposing to offer services directly to the general public, the use of mobile home type buildings, or T-Hangar space, to satisfy the space requirements is prohibited. The use of mobile home type facilities is discouraged on the Airport for any application, and will generally only be considered for approval on a temporary basis. A minimum 50’ setback from public aviation apron areas is required for new construction.

G.For construction of any new facilities not already contained on the Airport or the expansion of existing facilities, the Operator shall be subject to the Declaration of Protective Covenants and Design Standards for the Airport, as well as all applicable federal, state, and local laws, ordinances, and codes.

H.No Person shall make any alterations of any nature whatsoever to any buildings, aprons, or other Airport space, nor shall any building or other structure be erected, without prior submission of a written request, including detailed plans and specifications, and the receipt of written permission from the Authority. Prospective Operators shall comply with all applicable building codes and shall deliver to the Authority “as built” plans upon completion.

I.Operator’s must submit the required notice of alterations or construction to the Federal Aviation Administration (“FAA”), FAA Form 7460-1 (Notice of Proposed

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Construction and/or Alteration) and receive a favorable determination, prior to commencement of any construction.

1.10  PERSONNEL

A.As a part of a perspective Operator’s business plan, the prospective Operator shall show the business will have in his employ, and on duty during the required operating hours, such numbers and types of trained personnel with proper FAA credentials, certificates, and ratings, as applicable, to provide adequate and efficient services.

B.Operators must demonstrate that procedures have been established to assure that all persons employed, or to be employed, who will have unescorted access to any area on the Airport controlled for security reasons, have had or will have background checks to the extent required by law, or FAA regulation including, at a minimum, references and prior employment histories to the extent necessary to verify representations made by the employee/applicant relating to employment in the preceding five years.

C.Operator’s employees shall be neat, clean, and courteous. Operator shall not permit its agents, servants, or employees to conduct business in a loud, noisy, boisterous, offensive, or objectionable manner, or to solicit business outside the space assigned as stated in lease or operating agreement.

1.11  EXPERIENCE / FINANCIAL STABILITY

A.Experience

The prospective Commercial Operator must demonstrate that the operation through the key management assigned to the Airport, will be able to meet the minimum experience requirement for the specific business classification being proposed. Experience must be in the successful operation of a business in the proposed business classification, as its primary business, at an airport approximately the same size and activity mix as the Airport.  Specific minimum experience requirements per classification are:

Single Service Operator:    No experience required, but some experience recommended, other than for a Single Service Operator providing commercial Into-plane (non-retail) fueling who must have five (5) years experience.

Limited Service Operator:    Two (2) years experience in the service area to be provided. If one of the services is into-plane (non-retail) fueling, the operator must have five years experience in fueling.

Full Service FBO:   Five (5) years experience in the operation and management of a full service fixed base operation business including retail fueling and line services.

B.Financial Stability

1.Capital Improvement / Equipment Funding:  The Operator must demonstrate that it has, or is able to secure, the necessary level of capital for the purpose of (i) constructing new facilities, or remodeling existing leased facilities, and (ii) acquiring

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maintenance equipment and aircraft, as may be necessary to service existing and future business demands.

2.Operating Capital:  The prospective Operator must demonstrate that it has the necessary available operating capital to enable it to (i) hire the necessary personnel, (ii) pay Airport rents, operating expenses and fees and (iii) generally cover all other business operating expenses for the initial 12 start up period of the business. Operator must also demonstrate that the proposed business is projected to generate the level of revenue to sustain business operations past the initial 12 months.

3.Security for Payment:  The prospective Operator shall agree to provide Authority, on the effective date of an operating agreement, a surety bond, or other similar security acceptable to Authority (“Contract Security”) in a minimum amount equal to the estimate of six (6) months’ rentals, fees and charges payable by the Operator to Authority as a guarantee the faithful performance by the Operator of its obligations under the agreement and the payment of all rentals, fees, and charges. Operator must maintain such contract security in effect until the expiration of eighteen (18) consecutive months during which period Operator commits no event of default as detailed in the operating agreement. At that time, a reduced security will be agreed upon. Security shall be in a form and with a company reasonably acceptable to Authority.

4.Wavier of Contract Security:  The Authority may waive or reduce such Contract Security requirements conditioned upon the Operator having successfully operated a business, similar to the one being proposed, at a minimum of two (2) other airports with activity levels and characteristics similar to the Airport, during the most recent eighteen (18) month period, without committing any material default under the terms of the respective lease and use agreements at each of the two (2) facilities, and without any history of untimely payments for rentals, fees, and charges.

1.12  INDEMNITY AND INSURANCE

A.Indemnification

Perspective Operator’s must agree, except for matters resulting from the negligence or intentional wrongful acts of Authority or its directors, officers, employees, public officials or agents, to indemnify and hold harmless Authority and its directors, officers, and employees, public officials, and agents, against, any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, damage to property, any other personal injury, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) the use or occupancy of the Airport by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport under the express or implied invitation of Operator, or any person claiming under Operator; (2) any activity, work, or thing done, or permitted or suffered on or about the Premises by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport under the express or implied invitation of Operator, or any person claiming under Operator; (3) any acts, omissions, or negligence of Operator, or its employees, agents, contractors, invitees, visitors, any other

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person entering upon the Airport under the express or implied invitation of Operator, or any person claiming under Operator; (4) any breach, violation, or nonperformance by Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport under the express or implied invitation of Operator, or any person claiming under Operator, of any term, covenant, or provision of this License or any law, ordinance, or governmental requirement of any kind; or, (5) any injury or damage to the person, property, or business of Operator, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Airport under the express or implied invitation of Operator, or any person claiming under Operator. If any action or proceeding is brought against Authority, its directors, officers, employees, public officials, or agents, by reason of any such claim, Operator, upon notice from Authority will defend the claim at Operator’s expense with counsel satisfactory to Authority.

B.Minimum Liability / Insurance Requirements:

1.Without limiting the Operator’s obligation to indemnify the Authority, the Operator shall provide, pay for, and maintain in force at all times during the term of this Agreement a policy of:

a.Comprehensive general aviation liability insurance including premises, products liability, blanket contractual and completed operations, to protect against bodily injury liability and property damage in an aggregate amount of not less than:

Single or Limited Service Operator – $2,000,000 to $5,000,000 per occurrence depending on activity and location at the Airport.

Single or Limited Service Operator doing Into-plane fueling or Full Service Operator – $20,000,000 per occurrence.

b.Comprehensive vehicle liability insurance in a combined single limit of not less than $1,000,000.00 per occurrence for all vehicles that will be operating on the Airport.

c.If applicable, hangar keepers insurance in amounts sufficient to cover the loss of aircraft in the care, custody or control of Operator.

d.Aircraft liability insurance for owned or leased aircraft with an inclusion in the coverage for passengers and a commercial use rating of not less than $1,000,000 per occurrence. And, if applicable, student instruction and renter pilots insurance.

e.Statutory Worker’s Compensation insurance.

f.For any Operator fueling or conducting other activities involving hazardous materials an environmental liability insurance policy in an amount of not less than $1,000,000 per occurrence.

g.Fire and Extended Coverage Insurance on the Operator’s buildings and other improvements on the Airport under Operator’s control, insuring against loss and damage

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by fire, vandalism and extended coverage perils. The Operator shall furnish evidence of insurance in an amount no less than the replacement cost of the improvements.

2.The above mentioned insurance amounts and types of insurance shall be reviewed from time to time by the Authority and may be adjusted by the Authority if the Authority reasonably determines such adjustments are necessary to protect the Authority’s interests. The Operator shall furnish the Authority, as evidence that such insurance is in force, a certified copy of the insurance certificate including the Authority as additional insured within 30 days after the policy(s) is issued. Said policies shall be in a form and content satisfactory to the Authority and shall provide for thirty (30) days written notice to the Authority prior to the cancellation of or any material change in such policies.

C.Environmental Impairment

Operators must agree to comply with any environmental permits and regulations affecting its operations, including furnishing of insurance or other security against environmental impairment risks as required by the Authority, or agencies of the State or Federal Government.

D.Performance Bonds

Operators must agree to cause a surety bond, or other acceptable security, to be issued in the name of the Authority in the amount equal to 100% of the future building construction costs, prior to the beginning of any construction financed by the Operator.

1.13  LEGAL NON-CONFORMING USE

A.Defined:These Minimum Standards shall not apply so as to effect Operators at the Airport which have a current, valid lease and/or use agreement with the Authority on the effective date of the adoption hereof. However, after any lease and/or use agreement with the Port Authority expires, or is terminated, or if the Operator wishes to modify, delete, increase, or expand its services, full compliance shall be made with the appropriate provisions of the Minimum Standards.

For new Operators, the pertinent Minimum Standards for such Operator shall be based upon the nature of its initial business venture. If, at a later date, the business is expanded to encompass new and additional types of services, then, in such event, the Minimum Standards established for these additional services shall immediately apply.

In the event that a current Operator which has a valid lease and/or use agreement with the Port Authority does not have the minimum types or amounts of insurance coverages required by the Authority for the categories of services offered by the Operator, then, the Authority shall determine whether additional insurance coverage shall be obtained by the Operator.

B.Safety/Security Compliance:Legal Non-Conforming Use status shall not be granted to Persons or organizations for non-compliance with fueling, chemicals, and equipment maintenance, or other safety/security related activities, for a period longer

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then sixty (60) days from the date of notification of noncompliance. If the event of Non-Compliance involves a violation of state or federal regulations, immediate compliance is required.

SECTION 2 - AERONAUTICAL SERVICES

2.01  INTRODUCTION

The Minimum Standards For Commercial Aeronautical Services incorporate by Reference FAA Advisory Circular No. 150/5 1909-1A, Minimum Standards for Commercial Aeronautical Activities on Public Airports (1985) and any update or amendments thereto, and the Authority’s rules and regulations, as may be adopted or amended.

The Authority does not certify that the required minimum land, and building areas, personnel or equipment levels will be adequate for an individual Operator’s successful operation of the commercial activities described. Operators must determine if additional land and building space, or personnel and equipment exceeding the minimums, may be necessary for the Operator to ensure that services are effectively provided to meet the needs of the public.

All Aeronautical services and use of the Airport shall be conducted in strict compliance with federal, state and local laws and regulations.

2.02  DEVELOPMENT OF QUALITY SERVICES

It is the Authority’s intent to ensure that the Airport, through its authorized Commercial Operators, provides a full range of quality business services to the aviation public. To accomplish this objective, the Authority has established a Full Service Operator development process. The development process is founded on the principle that experienced, well capitalized, Operators have the greatest chance of successfully providing quality services to Airport customers. The process also provides opportunities for interested parties, with limited experience, to establish aviation service businesses, to gain the necessary experience, and to grow into a full service operator level.

2.03  EXCLUSIVE RIGHTS

In accordance with FAA regulations, no private aeronautical service provider will be granted an exclusive right to provide any aeronautical service on the Airport. Any interested party meeting the Minimum Standards may qualify for authorization to begin business.

It is the intent of the Authority to promote private retail fuel sale activities. The Authority, however, reserves the right to establish retail fuel operations at anytime it believes that in doing so would be in the best interest of the public. Further, in the absence of a qualified Operator, the Authority reserves the right to provide retail fuel sales or any other commercial service. The Authority may provide retail fuel sales as an

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“exclusive right” of the Authority. In such case the service can no longer be considered a service that can be offered by private Commercial Operator at the Airport without the Authority specifically relinquishing such “exclusive right.”

2.04  SINGLE SERVICE OPERATOR

A person or organization, meeting the Minimum Standards of any one (1) of the following aeronautical services, may apply to the Airport for permission to operate as a Single Service Operator. Single Service Operators are prohibited from retail sales of fuel or petroleum products and/or providing aviation line services. Fuel/petroleum retail sales and line services are privileges reserved for qualified Full Service Operators. Single Service Operations are considered to be “entry level” business activities and thus no actual experience in operating such a business in required. Some experience is, however, recommended. The exception to this is the Single Service Operator performing Into-Plane Fueling. Into-Plane Fuelers must have a minimum of five (5) years experience in into-plane fueling. A Single Service Operator may conduct business under the “umbrella” of an authorized Full Service Operator. In such cases, with the Authority’s approval, the minimum requirements for the combined services may be combined.

A.Aircraft Sales

Any operator desiring to engage in the sale of new or used aircraft must lease or provide as a minimum the following:

1.Services

Operator must be capable of repairing the engines and other operational components of the Aircraft being sold or have an agreement with another operator at the Airport to perform such maintenance. Repairs also include warranty work on new aircraft. Operators that are only authorized to provide aircraft sales service are prohibited from performing aircraft maintenance and repair work for the general public.

2.Land Area

Operator shall lease a site at the Airport, in accordance with Section 1.09 of these Minimum Standards, of a size that will accommodate the proposed buildings, ramp, storage of aircraft, auto parking, and access to the Airports runway/taxiway system.

3.Buildings

Lease, sublease, or construct a building or buildings in accordance with Section 1.09 of these Minimum Standards, that includes properly lighted and heated space for offices, hangar storage, personnel, aircraft maintenance, and public waiting areas, including restroom facilities and public telephones.

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4.Personnel

Provide one or more persons holding current commercial pilot certificate with ratings appropriate for the type of aircraft to be demonstrated or for sale. One person currently certificated by the FAA to perform aircraft maintenance work on the aircraft being sold, if the Operator intends to do his own maintenance.

5.Hours of Operation

Dealer shall provide normal operating hours of at least eight (8) hours per day, five (5) days per week.

6.Dealership/Aircraft

A new Aircraft dealer shall be an authorized factory dealership or sub-dealership having a “license” or the permits required by the state, and knowledge of applicable Ohio statutes concerning sales, contracts, and warranties. A dealer in new Aircraft shall own or have exclusive lease on a minimum of one current model demonstrator, not more than twelve (12) months old.

7.Parts and Service

Dealer shall have an adequate supply of parts and servicing facilities to provide maintenance service to customer’s aircraft during warranty period, an agreement with another authorized Operator to perform such maintenance.

8.Maintenance

Aircraft must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

B.Airframe and Powerplant Repair

Any Operator desiring to engage in airframe and/or powerplant repair service must provide as a minimum the following:

1.Land Area

Operator shall lease land at the Airport, in accordance with Section 1.09 of these Minimum Standards, of sufficient size to accommodate the proposed buildings, ramp, storage of aircraft, customer and employee auto parking, and access to the Airport’s Runway/Taxiway System.

2.Buildings

Lease, sublease, or construct a building, in accordance with Section 1.09 of these Minimum Standards, that includes properly lighted and heated maintenance shop, parts storage space, office space, and a public waiting area including public restrooms and telephones.

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3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ a minimum of one person currently certificated by the FAA with ratings appropriate for work to be performed.  Additional personnel shall be provided to keep office attended during normal hours of operation.

4.Hours of Operation

Hours of operation shall be a minimum of eight (8) hours per day, five (5) days per week, with provisions for emergency on-call service during nights, weekends, and holidays.

5.Equipment

Sufficient equipment, supplies and availability of parts to perform maintenance on various types of based aircraft in accordance with manufacturer specifications and FAA regulations.

C.Aircraft Rental

Any service desiring to engage in the rental of aircraft to the public shall provide as a minimum the following:

1.Land Area

An area of land on the Airport, in accordance with Section 1.09 of these Minimum Standards, to provide space for aircraft parking, auto parking and building.

2.Building

Lease, sublease, or construct a building, in accordance with Section 1.09 of these Minimum Standards, that includes office space, adequately lighted and heated, with public use telephones, public restrooms, flight planning, and customer waiting areas.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ a minimum of one person holding a current commercial pilot certificate with appropriate ratings and additional persons to attend the office during normal working hours.

4.Aircraft

Operator shall own or have an exclusive lease in writing for one (1) air worthy single-engine aircraft equipped for flight under both visual and instrument conditions.

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5.Hours of Operation

Minimum hours of operation shall be eight (8) hours per day, five (5) days per week.

6.Maintenance

Aircraft must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

D.Flight Training

Any Operator desiring to engage in pilot flight instruction shall provide as a minimum the following:

1.Certification

Flight training service shall meet all FAA requirements for flight instruction leading to private, commercial, instrument and flight instructor ratings, and shall meet all requirements of appropriate state and federal regulations.

2.Land Area

An area of land in accordance with Section 1.09 of these Minimum Standards on the Airport for building space, aircraft parking, customer and employee vehicle parking, and access to the Airport’s Runway/Taxiway System.

3.Buildings

Lease, sublease, or construct a building in accordance with Section 1.09 of these Minimum Standards, that includes office, pilot lounge, classroom and flight planning area’s, restrooms, and hangared aircraft storage.

4.Personnel

In addition to complying with Section 1 10 of these Minimum Standards, Operator shall employ a minimum of one (1) person certified by the FAA as a flight instructor with proper ratings for VFR/IFR training required and such additional persons as required to attend to the office during normal working hours.

5.Aircraft

One (1) aircraft equipped for flight training under both visual and instrument conditions, shall be owned or exclusively leased by the Operator for flight training.

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6.Hours of Operation

Minimum hours of operation shall be eight (8) hours per day, five (5) days per week.

7.Maintenance

Aircraft must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

E.Air Taxi and Charter Services

Any Operator desiring to engage in air taxi or charter service shall provide as a minimum the following:

1.Land Area

An area of land, in accordance with Section 1.09 of these Minimum Standards, on the Airport to provide space for buildings, aircraft parking, customer and employee vehicle parking, and access to the Airport’s Runway/Taxiway System.

2.Buildings

Lease, sublease, or construct a building, in accordance with Section 1.09 of these Minimum Standards, that includes office, customer lounge, flight planning, hangar space, public restrooms and telephones.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ a minimum of one (1) FAA certified commercial pilot appropriately rated to conduct air service offered and such additional personnel as required to attend to the office during normal working hours.

4.Aircraft

A minimum of one (1) twin engine aircraft capable of carrying six (6) passengers, and equipped for flight under visual and instrument conditions, shall be owned or exclusively leased by the Operator.

5.Hours of Operation

Minimum hours of operation shall be eight (8) hours per day, five (5) days per week.  Operator shall also provide 7 day a week, 24 hour a day, on call service during non-office hours.

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6.Certification

Operator and all pilots must meet all provisions of all appropriate federal regulations (i.e. Part 135 or Part 121).

7.Ground Transportation Services

The Operator may make provisions for the transportation of pilots and passengers of transient General Aviation Aircraft to and from the Operator’s facilities across the Airport’s Apron areas as a part of his business operations.  The Operator performing this service with motor vehicles driven on the Airport property shall do so only in strict compliance with any Airport rules and regulations, applicable federal, state and municipal laws, ordinances, codes, or other similar regulatory measures as may be hereafter added, modified, or amended.

The Operator shall procure and maintain for any motor vehicles he operates on the Airport motor vehicle liability insurance in the limits specified in these standards.

8.Maintenance

Aircraft must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

F.Avionics, Instruments, and/or Propeller Services

Operator desiring to provide avionics, instrument, or propeller service must hold the appropriate FAA repair station certificates and ratings for same and provide as a minimum the following:

1.Land Area

An area of land, in accordance with 1.06D, on the Airport for buildings, customer and employee vehicle parking, and temporary aircraft ramp parking, and access to the Airports Runway/Taxiway System.

2.Buildings

Lease, sublease, or construct a building, in accordance with Section 1.09 of these Minimum Standards, that includes office, public restrooms and telephones, customer lounge, and hangar space for aircraft undergoing repair.

3.Personnel

In addition to complying with Section 1.09 of these Minimum Standards, Operator shall employ a minimum of one (1) FAA certified mechanic, qualified in terms of the applicable FAA repair station certificate.

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4.Hours of Operation

Minimum hours of operation shall be eight (8) hours per day, five (5) days per week.

G.Specialized Commercial Flight Services

Operators desiring to engage in an on-going business of providing specialized commercial flight services including, but not limited to: banner towing and aerial advertising; aerial photography or survey; fire fighting or fire patrol; power line or pipeline patrol; any other operations specifically excluded from Part 135 of the FAA Regulations shall provide as a minimum the following: (Note does not include those aeronautical services conducted incidental to the Operators primary off-airport business, such as aerial photo as a part of an engineering business).  If a specific Minimum Standard does not exist for a specific service, one must be developed in accordance with Section 1.05 of these Minimum Standards.

1.Land Area

An area of land on the Airport, in accordance with Section 1.09 of these Minimum Standards, to provide for buildings, aircraft parking and tie downs.

2.Buildings

Lease, sublease, or construct a building in accordance with Section 1.09 of these Minimum Standards, for office, hangar space, and a customer reception area with public telephone and restrooms.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ one (1) person having a current commercial certificate with appropriate ratings for the aircraft to be flown.

4.Aircraft

One (1) properly certificated Aircraft owned or leased by written agreement.

5.Hours of Operation

The minimum operating hours will be eight (8) hours a day five (5) days per week.

6.Maintenance

Aircraft must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

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H.Into-Plane Fuel Services

1.Land Area

An area of land in accordance with Section 1.09 of these Minimum Standards, on the Airport to provide space for buildings, customer and employee parking, the parking and storage of equipment and access to the Airport’s aircraft parking areas.

2.Buildings

Lease, sublease, or construct a building in accordance Section 1.09 of these Minimum Standards, for offices and restrooms.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ one (1) person having current training in the fueling of large airline type aircraft.

4.Equipment

One (1) properly equipped and maintained aircraft fuel truck having a capacity of 7,000 gallons or more.  One (1) hydrant fuel pumping cart.  Equipment and materials necessary to address a fuel spill.

5.Hours of Operation

The minimum operating hours will be eight (8) hours per day five (5) days per week or as necessary to meet the flight schedules of the airlines serving the Airport.  Operator shall have provisions for “On-Call” fueling outside of regular operating hours.

6.Maintenance

Fuel equipment must be maintained in accordance with FAA regulations and the manufacturers maintenance standards.

I.Cargo Handing Services

1.Land Area

Lease an area of land, in accordance with Section 1.09 of these Minimum Standards, on the Airport for buildings, customer and employee parking, storage of equipment, and access to aircraft parking areas.

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2.Equipment

Sufficient equipment necessary to perform on-load and off-load of cargo from large aircraft in accordance with customer requirements.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ one (1) person having current training in the on-load and off-load of cargo from large cargo aircraft.

4.Hours of Operation

The minimum operating hours will be eight (8) hours per day five (5) days per week or as necessary to meet the flight schedules of the airlines serving the Airport.  Operator shall have provisions for “On-Call” service.

5.Maintenance

Ground Support Equipment (GSE) must be maintained in accordance with manufacturers maintenance standards.

J.Commercial Hangar Storage

1.Land Area

Lease an area of land, in accordance with Section 1.09 of these Minimum Standards, on the airport for hangars, customer and employee parking and access to the Airport Runway/Taxiway System.

2.Equipment

Sufficient equipment necessary to perform aircraft towing operations for the type and size of aircraft being stored.

3.Personnel

In addition to complying with Section 1.10 of these Minimum Standards, Operator shall employ one (1) person having current training in the towing of aircraft for the type and size of equipment being stored.

4.Hours of Operation

The minimum operating hours will be eight (8) hours per day, five (5) days per week or as necessary to meet the flight schedule of the aircraft being served.

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5.Maintenance

GSE equipment must be maintained in accordance with the manufactures maintenance standards.

2.05LIMITED SERVICE OPERATOR

A person or organization, meeting the Minimum Standards of more than one (1) of the aeronautical services listed in Section 2.04 of these Minimum Standards, may apply to the Airport in accordance with Section 1.06 of these Minimum Standards, for permission to operate as a Limited Service Operator.  Limited Service Operators may provide multiple services, but are prohibited from providing retail sales of fuel or petroleum and/or aviation line services.  The Minimum Standards set forth in Section 2.04 shall apply to each service provided by a Limited Service Operator.  The minimum requirements listed for land, building, equipment and personnel for each service may be combined with the Authority’s approval as long as the provision of safe and comfortable services is ensured.

When determining actual space and other requirements, all doubts, questions or decisions will be resolved in the favor of the Airport Customer, unless there are overriding safety or security issues.  Actual space requirements will also be dependent upon the nature of proposed individual commercial services to be operated in combination; the design and configuration of the proposed building and the operator’s expansion plans; the proposed geographic location on the Airport; and what has been required of other Operators on the Airport who provide a similar combination of services.

Further, actual space and personnel requirements will not necessarily be the sum of the minimums for each individual aeronautical services in all instances.  Because of the above variables, the applicable Minimum Standards on combinations of service will be discussed with the prospective Operator at the time of this application.

2.06FULL SERVICE OPERATORS

A person or organization meeting the Minimum Standards of the following required aeronautical services as described in this Section, may apply for permission to conduct business as a Full Service Fixed Base Operator on at the Airport.  A Full Service Operator is the only Commercial Operator classification authorized to either sell fuel or petroleum products or provide line services.

A.Minimum services required of Full Service Operators are:

1.Aircraft Maintenance and Repair Services:  Operator shall have FAA approved A and P licensed mechanics available at all times to provide aircraft maintenance services to meet the needs of the aircraft regularly utilizing the airfield, including but not limited to the following aircraft:

a.Jet Aircraft (747, DC-10, A300, DC9, 727 and smaller)

b.Twin engine (turbine/reciprocating) aircraft

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c.Single engine aircraft

2.Charter Service (Part 135 or 121 Certificate):  Operator shall own or have available at all times at least one (1) aircraft capable of providing non-scheduled twin engine passenger/cargo charter services.  Operator shall also provide or coordinate jet aircraft charter services upon request with at least a 5 day notice.

3.Aircraft Rental:  Operator shall own or have available at all times for rental a minimum of two (2) aircraft, single-engine and or multi-engine, with one (1) aircraft equipped for flight under instrument flight rules and conditions.  Rental Aircraft will be available for rent to general aviation pilots who meet the Operator’s criteria for renting aircraft.

4.Commercial Fuel Sales/Line Services:  Operator shall have available at all times a minimum of one (1) 750 gallon aviation gasoline truck, one (1) 7000 gallon jet fuel truck equipped and maintained in accordance with State and Federal Regulations and Authority Standards, one (1) hydrant cart and the necessary equipment and materials to contain a fuel spill.  Operator is prohibited from selling fuels or other aviation products to individuals or organizations who plan to resell those products to others at the Airport.  Operator shall provide, but shall not be limited to, the following services in a quantity and level of quality to meet the needs of the airlines and general aviation:

a.Retail aviation fuel sales for end user consumption

b.Into-plane Airline Fueling

c.Associated aviation line (ramp) services including, but not limited to:

•aircraft deicing

•aircraft preheating/starting

•aircraft towing/parking

•pilot supplies

•aircraft meeting/greeting

•tie down services

•in/out hangar services

•aircraft washing

•aircraft parking

•large aircraft push back services

Authority shall retain the exclusive right to provide all fuel storage and wholesale fuel sales including: all fuel sales on the Airport to other individuals or other organizations who intend to resell the product to others at the Airport, and all fuel sales to aircraft owners who desire to self-fuel their own aircraft at the Airport using approved mobile fuel trucks.  All fuel brought onto the Airport shall be processed through the Authority’s fuel storage facility.  Operator’s quality control personnel will ensure that the quality of all outgoing fuel is consistent with ATA aircraft fueling standards, and Airport Fire Safety/Standards.

5.Aircraft Hangar/Tie-down Services:  Operator shall provide space as available for the storage of aircraft visiting or based at the Airport on a first come, first serve basis.

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6.Preferred Additional Services: Operator shall arrange for, or provide, the following preferred services as necessary to meet customer needs at the Airport:

a.             Avionics Repair

b.             Propeller Repair

c.             Aircraft Painting

d.             Aircraft Engine Rebuilding (Recip/Turbine)

e.             Air cargo ground handling

f.              Pilot Training

The Operator will make an effort to recruit or establish these services physically, on the Airport, as part of an Operator’s five (5) year development plan for the FBO.

7.Marketing/Promotion:  Operator must demonstrate the ability to develop and maintain a marketing and promotion program in an effort to market the Airport’s aviation services on a regional, national, and international basis.

8.Hours of Operation:

a.Fuel and Line Services:  Operator agrees to have qualified staff available in levels necessary to meet the airlines and publics demand for fuel and line service needs 7 days a week at operating hours mutually agreed to by the Operator and Authority.  Operator shall arrange for emergency on-call service during periods of closure.

b.Aircraft Maintenance and Repair Services:  Operator agrees to have qualified staff available a minimum of eight (8) hours per day, five (5) days per week for the purpose of providing aircraft maintenance, repair, pilot training, and other services, with provisions for emergency on-call service for aircraft maintenance during periods of closure.

9.Personnel:  Operators shall provide appropriately qualified employees necessary to meet the level of service proposed.

10.Future Development and Expansion:  The Operator represents that it has, and will continuously maintain, the knowledge and experience to work in partnership with the Authority in the further expansion and development of aviation services (quality and quantity).

11.Required Facilities:

a.Land:  A minimum of 34,000 s.f. of land on Airport property is required for Full Service Operations to accommodate buildings, aircraft, equipment, and employee and customer parking.

b.Buildings:  A minimum of 17,000 s.f. of building space is required to include hangars, shops, offices, classrooms, a pilots lounge, public restrooms, a flight planning/weather information area, and public telephones.

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12.Maintenance:  All of the Operator’s aircraft equipment must be maintained in accordance with FAA regulations and the manufacturers maintenance specifications.

2.07TERMINATION OR MODIFICATION OF COMMERCIAL OPERATING AUTHORIZATION:

The Authority’s prime objective in granting permission to conduct commercial services at the Airport is to meet the aviation needs of the airlines and aviation public.  The Authority reserves the right to immediately terminate the Operator’s commercial operating authority, or reduce the Operator’s operating authority to that of a lower operating classification, if the Operator reduces its service activities to a level that does not meet the required minimum standards or the quality and/or quantity of services, in the Authority’s sole opinion, deteriorates to a level at which the services fail to meet the operating needs of the aviation public.

SECTION 3 - AIRCRAFT / AUTO FUELS, DISPENSING and STORAGE

3.01  INTRODUCTION

The retail sale, storage or dispensing of aircraft and automobile fuels and other petroleum products shall be conducted strictly in accordance with Federal Aviation Regulations (FAR) Part 139, federal and state environmental laws, Airport Rules and Regulations and Airport Fueling Standards.

3.02  FUEL STORAGE

The storage of aviation or auto fuels on the Rickenbacker International Airport is reserved as an aeronautical service (business) conducted by the Authority as an “exclusive right”.  Fuel storage activities shall be controlled in accordance with the following conditions:

A.No fuel may be delivered to or otherwise brought onto Airport property unless authorized by the Authority.

B.All fuels brought onto Airport property shall be stored in the Airport Authority’s fuel storage facility.  Privately owned fuel storage on Airport property is prohibited.

C.Fuel deliveries brought onto Airport property shall be in trucks having a capacity of not less than 7,000 gallons.

D.Mobile fuelers, or fuel trucks/trailers, may not be used solely for fuel storage.  Fuel trucks approved by the Authority to dispense fuels directly into aircraft, having capacities of no more than 8,000 gallons, shall not be considered to be “storage” as long as the fuel truck is used to fuel aircraft daily.

E.Authorized Commercial Operators, and aircraft owners desiring to self fuel their privately owned aircraft fleet, may request authorization to rent excess storage space capacity in the Authority’s fuel storage facility.  Such a use of fuel storage space will

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only be considered by the Airport when the Operator or self-fueler demonstrates that their fueling activities exceed 150,000 gallons per year.  Authorized use of space shall be discontinued if the Operator fails to maintain fueling levels of at least 150,000 gallons annually.

3.03  COMMERCIAL AVIATION FUELING

Retail sales of aviation fuels and petroleum products, are specifically reserved for qualified Full Service Fixed Base Operators, as detailed in Section 2.06 of these Minimum Standards.  Single and Limited Service Operators are prohibited from retail fueling activities.

3.04  AUTO AND WHOLESALE FUEL SALES

The sale of auto fuels (gasoline and diesel) and the sale of fuels to other parties for resale are business activities specifically reserved as “exclusive rights” of the Authority.

3.05  SELF FUELING OF PRIVATE AIRCRAFT

A person or organization owning or exclusively leasing aircraft shall be permitted, personally or using the organization’s employees, to fuel their own aircraft in accordance with the Airport’s Fire Safety / Fuel Handling Standards.  Self fueling activities must be accomplished with the owners own equipment.  The aircraft owner is not permitted to contract with an off-airport company to enter upon the Airport to refuel his aircraft.  Further, the Authority prohibits the use of a “CO-OP” (an organization formed by several aircraft owners for the purpose of self fueling) as a single aircraft owner for the purpose of self fueling.  The Authority has the right to request a copy of the FAA aircraft registration or evidence of an exclusive aircraft lease prior to allowing self-fueling.  Self fueling owners may not dispense fuel from their privately owned fueling equipment into aircraft not directly owned by the self fueler.  Further, the self fueler’s fuel may not be sold, given, or ownership otherwise transferred, to other aviation Operators or owners at the Airport.  The self fueling owner must receive a self fueling license, enter into a self fueling agreement with the Authority, and obtain the required General Liability and Environmental Insurance prior to undertaking any self fueling.

3.06  USE OF THE FUEL STORAGE FACILITY:

A.Use of the Authority’s fuel storage facility by commercial fuel Operators is limited to the storage of Operator’s aviation (100 octane) gasoline and jet fuel.  The selection of fuel, maintaining fuel quality once in the Operator’s fuel trucks and the dispensing of the fuel, are the sole responsibility of Operator.

B.Authorized Operators shall have the access to the Authority’s fuel storage facility as necessary to fill its mobile fuelers.

C.Authorized Operators shall fully comply with the operating procedures of the fuel storage facility including those procedures required to test for contaminated fuel, and

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EPA, FAA, and Authority regulations regarding the handling and dispensing of hazardous materials.  Operator’s shall have adequate spill containment materials on hand.

D.Operators authorized by Authority to have exclusive use fuel storage space (Separate from the Authority’s primary co-mingled storage) in the Authority’s fuel storage area shall perform the following fuel quality tests in accordance with its use of the fuel storage facility, unless other tests are required by the Authority:

1.Perform and make record of daily “white bucket” tests on fuel samples taken from storage tank thief’s and the filter separators.

2.Perform and make record of, daily pressure differential tests to determine the condition of storage tank fuel filters.

3.Perform and make record of monthly filtration (Millipore) tests on fuel stored.

4.Perform and make record of “white bucket” tests on all fuel deliveries prior to placing the fuel into storage.  Each compartment of the delivery truck shall be tested before the fuel in that compartment is placed into storage.

5.Copies of the Operators test records and results shall be sent to the Airport Operations monthly.

6.Evidence of contaminated fuel, fuel storage leaks, system malfunctions, or fuel spills shall be immediately reported to Airport Operations.

SECTION 4 - FLYING CLUBS: (Ref: FAA Order 5190.6A/Appendix 8)

All flying clubs desiring to base their aircraft and operate on the Airport must enter into an operating agreement with the Authority that specifies compliance with these Minimum Standards for Flying Clubs.  Flying clubs shall be exempt from meeting the commercial operating requirements and Minimum Standards for commercial providers of aeronautical services upon satisfactory fulfillment of the following conditions:

4.01  DEFINED

A flying club shall be defined as a nonprofit entity (corporation, association or partnership) organized for the express purpose of providing its members with an aircraft, or aircraft, for their personal use; to foster and promote flying for pleasure; develop skills in aeronautics including pilotage, navigation, and an awareness and appreciation of aviation requirements and techniques.

4.02  OWNERSHIP OF AIRCRAFT

The ownership, or exclusive lease, of the aircraft, must be vested in the name of the flying club (or owned ratably by all of its members).

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4.03  PROPERTY RIGHTS OF MEMBERS / GENERATION OF REVENUES

The property rights of the members of the club shall be equal and no part of the net earnings of the club will inure to the benefit of any member in any form (salaries, bonuses, etc.).  The club may not derive greater revenue from the use of its aircraft than the amount necessary for the operations, maintenance, and replacement of its aircraft.

4.04  NON-COMMERCIAL OPERATION ONLY:

A.Flying clubs may not offer or conduct charter, air taxi, rental of aircraft, flight instruction or other commercial (for profit) operations. Only members of the flying club may operate club aircraft.  Regular members of flying clubs may use club aircraft to receive flight instruction from a qualified instructor.

B.No flying club shall permit its aircraft to be utilized for the giving of flight instruction to any person, including members of the club owning the aircraft, when such person pays or becomes obligated to pay for such instructions, except when instruction is given by a Commercial Operator authorized by the Authority to provide flight training on the Airport in accordance with Sections 2 or 3.

C.Any qualified mechanic or flight instructor, who is a registered club member and part owner of the aircraft owned and operated by a flying club, may do maintenance work on aircraft owned by the club provided that the club does not become obligated to pay for work performed.  Maintenance must be conducted in designated areas of the Airport.

D.While the club, or any member, does not become obligated to pay for such maintenance work or flight instruction, club members who are mechanics, or instructors, may be compensated by credit against payment of dues or flight time.

E.All flying clubs and their members are prohibited from leasing or selling any goods or services whatsoever to any person or firm other than a member of such club at the Airport except that the flying club may sell or exchange its capital equipment.

4.05  CLUB CHARTER INFORMATION

A flying club interested in operating at the Airport must apply for authorization to do so in accordance with Section 1.06.  With its application, the flying club shall furnish:

A.A copy of its charter and by-laws, articles of association, partnership agreement or other documentation supporting its existence.

B.A roster, or list of members, including names of officers and directors, to be revised on a semi-annual basis.

C.Evidence of insurance in the form of a certificate of insurance equal to the requirements of a Single Service Operator as detailed in 1.07.

D.Number and type of aircraft; evidence that aircraft are properly certificated; evidence that aircraft ownership is vested in the club; and operating rules of the club.

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E.The books and other records of the club shall be available for review at any reasonable time by the Authority.

4.06  COMPLIANCE WITH LAWS

A flying club and its members shall abide by and comply with all federal, state, and local laws, ordinances, regulations, and the rules and regulations of the Authority.  Violations of laws by individual members shall be considered a personal/individual matter unless the individual member violates the provisions contained in this Section.

4.07  LOSS OF EXEMPTION

A flying club which violates any of the foregoing, including violations by one or more members, will be required to terminate all operations at the Airport.  Flying club termination’s are subject to appeal to the Port Authority Board.

SECTION 5 - OPERATOR’S AGREEMENTS WITH ANOTHER COMMERCIAL OPERATOR

Prior to finalizing any agreement with another Operator conducting or proposing to conduct commercial aviation operations at the Airport, the Operator shall obtain the written approval of the Authority.  The Authority may require copies of agreements between operators and leases or subleases entered into by Operators for conducting commercial aviation activities or operations at the Airport.  All Operators will be required to meet all of the Minimum Standards established for the categories of service to be furnished by the respective Operator.  The Minimum Standards may be met in combination between a lessee and sublessee with the approval of the Authority.  The sublease agreement shall specifically define those services to be provided by the lessee which will be used to meet the Minimum Standards.

SECTION 6 - ENVIRONMENTAL

Any Operator, person, party, firm or corporation operating on the Airport must comply with all federal, state and local environmental requirements.

6.01  ENVIRONMENTAL LAWS

Operators shall comply with, and shall take all actions within Operators’ control to cause all of its agents, employees, representatives, licensees, concessionaires, customers, clients, and vendees to comply with all environmental laws (as hereinafter defined).

A.Operators shall, at all times, conduct its business, and assure to the extent within Operators’ control, that its customers, clients, vendees, concessionaires, licensees, and the general public, while present in or on Operators’ place or business or at the Airport, comply with all environmental laws and permits, and be in possession of all required environmental permits required for Operators business.

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B.For purpose of this Lease, environmental laws shall mean all Authority, federal, state and local environmental land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, treatment, generation, transportation, processing, handling, disposal, production or storage of hazardous substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of the Authority and federal, state and local governmental agencies and authorities with respect thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et. seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et. seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901,et. seq.) the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et. seq.) and Chapter 3745 of the Ohio Administrative Code.

C.As now in effect or hereafter amended, environmental permits shall mean all permits, licenses, approvals, authorizations, consents or registrations required by the applicable environmental law or laws in connection with the use, treatment, generation, transportation, processing, handling, disposal, production or disposal of hazardous substances.

D.Should Operators, through their negligence or otherwise, experience an incident or accident or in any way cause a real or potential environmental contamination, they shall immediately take any and all reasonable actions to cease, contain and remediate the pollution, contamination or other environmental damage or risk, and shall notify all agencies, including but not limited to the Authority, having jurisdiction over the activity which caused the incident and the containment, cleanup, or mitigation thereof.

E.The Authority and other federal, state and local agencies having jurisdiction shall, at all times, have the right in their sole discretion to take any and all actions as they may individually or collectively deem appropriate to cease, contain, remediate, or otherwise respond to a condition which results from, causes or threatens to cause environmental pollution’s, contamination or damage, and to charge Operators for any such action, which charges shall be paid promptly by Operators.

F.Operators shall assume the risk of, be responsible for, defend, indemnify and hold harmless the Authority, including without limitation its directors, officers, agents, employees, customers, invitees, and licensees from any and all losses, claims liabilities, damages, and expenses (including costs of suit and fees and expenses for legal services) resulting from any environmental pollution, condition or damage, or from a failure to comply with any environmental law or environmental permit, arising from Operations’, agents’, employees’, representatives’, licensees’, and concessionaires’ conduct of business or other activities on the Airport.

6.02  ENVIRONMENTAL AUDIT

Operators shall bear the cost of an Environmental Audit to be performed if the Authority has reasonable cause to believe that there are environmental concerns relating to

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Operators’ operations.  The audit shall consist of such examinations, tests, inspections, samples, and reviews as Authority or its consultant shall determine to be advisable.

A.Failure to conduct an Environmental Audit or to detect conditions attributable to Operators’ operations, if such audit is conducted, shall in no fashion be intended as a release of any liability of environmental conditions subsequently determined to associated with Operators’ operation.

B.Operators shall remain liable for any environmental condition related to its operations regardless of when such conditions are discovered and regardless of whether or not an Environmental Audit is conducted.

SECTION 7 - PENALTIES FOR FAILURE TO MAINTAIN COMPLIANCE WITH MINIMUM STANDARD REQUIREMENTS

7.01FAILURE TO COMPLY WITH MINIMUM STANDARDS OF THE AUTHORITY

In the event a failure to maintain compliance with any of these Minimum Standards, Operator’s will receive notification of the non-compliance from the Airport Director.  If activities are not brought into compliance subsequent to notification, the authorization for any and all commercial activities may be terminated by the Authority, in accordance with the terms of the written agreement entered into pursuant to Section 1.08 of these Minimum Standards.  Operators may request that the Authority’s Board of Director’s review the proposed termination.

7.02AUTHORITY OF THE AIRPORT DIRECTOR

The Authority hereby vests power and authority in the Airport Director or his designee to enforce these Minimum Standards and otherwise to perform all acts which may be necessary and proper for the safe and efficient operation of the Airport.  Failure on the part of any person to immediately comply with any reasonable request and direction of the Airport Director or his designee shall be grounds for the ejectment or removal of such persons from the Airport in any lawful and reasonable manner.

7.03TERMINATION OF LEASE

Any violation of these Minimum Standards shall be considered an event of default under a tenants lease.

7.04CIVIL REMEDY OR CRIMINAL PROSECUTION

The Authority, in its discretion, reserves the right to commence any civil action or suit or file a complaint for criminal prosecution against any person or persons violating any Minimum Standard which causes injury or damage to person or property or if such violation appears to constitute the commission of a criminal act.

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7.05LIABILITY FOR FINES

The act, or failure to act, of any Operator, its contractors, agents, employees, invitees, visitors, or other person entering the Airport through Operator’s premises that results in a fine or penalty being assessed against the Airport or Authority by any governmental agency having jurisdiction, or the FAA shall be fully liable for the payment or reimbursement of such fine or penalty in addition to the costs associated with the restitution, repair, or clean-up of conditions resulting from such violations.

7.06AUDITS

Authority shall have the right to conduct periodic audits of Operator’s premises and business records to determine Operator’s compliance with the Minimum Standards set forth in this document.  Authority shall give Operator prior notice of Authority’s intent to conduct such an audit and such audits shall be conducted during Operator’s normal business hours.

7.07AMENDMENTS

These minimum standards will be modified or amended from time to time as the needs of the Airport and the aviation public change.

ADOPTED:	June 2, 1999
EFFECTIVE DATE:	June 2, 1999

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RICKENBACKER INTERNATIONAL AIRPORT

SCHEDULE OF RATES AND CHARGES

EXHIBIT “A” (EFFECTIVE July 1, 2003)

Landing Fees:

•Signatory Airline                                                                                                           ;                                                                                                                           $1.44 per 1000 pounds MCGLW

•Non-Signatory Airline                                                                                                         & #160;                                                                                                 $1.81 per 1000 pounds MCGLW

•Commercial Minimum Landing Fee (12,500 lbs. or less) - $16.25 per landing

•General Aviation Landing Fee (Only aircraft over 60,000 MCGLW):  Same as Signatory/Non-Signatory depending on the classification of the owner/operator.

Fuel Flowage Fees (General Aviation Landing Fee/ Aircraft less than 60,000 MCGLW):

•Per Gallon of Aviation Fuel Sold at Retail/Wholesale$.05 per gallon.

Fuel System Management Fees (on all gallons processed into storage)$.045 per gallon.

General License / Commission Fees:

•Aeronautical Activities:  Two percent (2%) of the gross revenues derived from the conduct of all approved aeronautical activities.

•Non-aeronautical Activities:

Car rental agencies:On airport agencies shall pay 10% of the gross revenues derived from their activities.

Off airport car rental agencies shall pay 8% of the gross revenues derived from such activities.

Hotels:On airport hotel operators shall pay 3% of the gross revenues derived from their activities.

Aircraft Parking Charges:  (Daily Rates)

Single Engine	$	6
Light Twin	$	8
12,500 – 40,000	$	20
40,001 – 90,000	$	30
90,001 – 150,000	$	50
150,001 – 250,000	$	80
250,001 – 400,000	$	100
400,001 – Over	$	150

•Parking Charges for Signatory Airlines do not apply on the first 24 hours, weekends or holidays.

•Parking Charges for Non-Signatory Airlines apply after the first 6 hours.

•Parking Charges for General Aviation aircraft exceeding 60,000 lbs. apply after the first 6 hours.

•Parking Charges for General Aviation aircraft less than 60,000 lbs. apply when remaining over night.

•Parking Charges for any General Aviation aircraft based at the airport do not apply if the owner/operator rents hangar or tie-down space from the Port Authority or the FBO.

•Monthly Parking Charges for based aircraft using remote aircraft ramp, as designated by the Authority, will be assessed at a rate equal to 30% of the daily rate.

Definitions:

•Signatory - Having a lease or sublease of a ground site or building space on in accordance with the Authority’s Rates & Charges Policy.  An airline having a contractual airline operating arrangement with an organization who has such a lease on airport property.

•Non-signatory - - Those operators who do not have an on airport lease agreement with the Authority in accordance with the Rates & Charges Policy.

•MCGLW - Maximum Certificated Gross Landing Weight.

Rates and Charges are calculated within an annual period beginning January 1^st and ending December 31^st.

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EX-10.5

Exhibit 10.5

RICKENBACKER INTERNATIONAL

AIRPORT

NON-PUBLIC

SELF-FUELING PERMIT

FOR

AIRNET SYSTEMS, INC.

I.PURPOSE

a.Fuel trucks that operate on airport ramps and bulk fuel storage facilities located at the Airport must be professionally operated, managed, supervised and controlled to minimize liability and assure optimum operational safety.  The operation of such specialized fueling facilities and equipment on the airport shall be provided through Fixed Base Operators (“FBOs”) who hold a Non-Exclusive License Agreement (“NELA”) and meet the appropriate minimum standards for Rickenbacker International Airport (“Airport”).

Recognizing the need for certain grades and types of fuel that are not typically provided by FBOs, and the desire of aircraft owners to service their own aircraft, the following standards, rules and regulations are hereby established governing the non-public self-fueling of aircraft by owners of aircraft based at the Airport.

b.Permittee, pursuant to a lease of even date herewith (the “Lease”), has leased from the Authority an area at the Airport upon which Permittee intends to construct a facility to house its operations.  Permittee has also entered into a Commingling Fuel Agreement (the “Fuel Agreement”) with the Authority pursuant to which Permittee will be storing and dispensing Aviation Fuel in and from the Airport’s Fuel System.

II.GENERAL

Parties wishing to fuel their own aircraft at the Airport must possess a Non-Public Self-Fueling Permit (“Permit”) issued by the Columbus Regional Airport Authority (“Authority”) and, where required, from the Hamilton or Madison Township Fire Department, and conform to the procedures outlined herein.  Such Parties shall hereinafter be referred to as “Permittee”.

III.LIMITATION OF PERMIT

Consistent with the Minimum Standards (as defined in the Lease), unless specifically allowed under a separate license Permittee shall be restricted from selling and/or dispensing fuels to other airport users, including locally based and transient aircraft.  Fueling of any aircraft not owned or leased by the Permittee shall constitute a violation of the Permit and is grounds for immediate revocation of the Permit.  Prior to issuance, and upon request of the Authority, Permittee shall provide evidence of ownership or lease of any aircraft being fueled.

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IV.RESTRICTIONS

a.Permittee shall be permitted to fuel aircraft at the designated area(s) approved in advance by the Authority.  The dispensing and delivery shall be in accordance with all airport rules and regulations and all applicable local, state, and federal rules and regulations governing delivery of fuel into aircraft.  Additionally, Permittee shall conform to the requirements defined in the Uniform Fire Code (Part 24, latest edition), NFPA 407, Standard for Aircraft Fuel Servicing, and Department of Transportation requirements for identification and transportation of hazardous materials.  It shall be the responsibility of Permittee to keep at all times informed of such rules and regulations.

b.Fuel equipment used by Permittee shall meet the minimum requirements established by the Authority or other controlling agency.

c.Permittee’s fueling equipment may be parked or positioned on the premises designated fueling area(s) only when actually dispensing fuel to Permittee’s aircraft.

d.During the dispensing of fuel into aircraft, the fueling vehicle shall be positioned with a clear exit path and shall not obstruct other aircraft or vehicular movements.

e.Fuel nozzles shall not be blocked open with any foreign object or left unattended during fueling operations.

f.It shall be the Permittee’s responsibility to maintain an adequate supply of absorbent materials to immediately control and clean up small fuel spills.  ANY fuel spill that is greater than 25 gallons or has reached the storm drain system shall be immediately reported to the Airport Fire Department and the Authority.  All other fuel spills shall be reported to the Authority within one half (1/2) hour.

g.With regard to any spill or release of fuel, Permittee shall be responsible for, and shall indemnify Authority from, reporting such spill or release to authorities, as required by law, and all clean-up, including emergency response, product recovery, soil and groundwater remediation.  In the event Authority determines it is necessary, Authority has the right to respond to and attempt to contain or remediate a spill or release at Permittee’s expense.  Permittee shall reimburse Authority within 30 days of receiving an invoice of such costs.

V.MINIMUM FUELING EQUIPMENT REQUIREMENTS

a.Fuel transport and dispensing tanks/containers must comply with all applicable federal, state and local regulations regarding the transportation and storage of flammable or combustible liquids, i.e., automotive or aviation fuels.

b.Fuel transport container(s) shall not be less than twenty (20) gallons, painted red and clearly marked with the type of fuel, i.e., MOGAS, and with “FLAMMABLE” and “NO SMOKING WITHIN 50 FEET” placards on each container’s exterior.

c.Fuel dispensing containers shall have a valve mechanism such that water or other contaminants can be drained from the lowest portion of the tank, unless otherwise

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approved by the Madison or Hamilton Township Fire Department.

d.Fuel dispensing pumps (and any associated electrical wiring), hoses, nozzles, and filters shall meet all applicable federal, state and local requirements pertaining to the dispensing of automotive gasoline or aviation fuels.  All dispensing equipment shall bear an Underwriters Laboratory (UL) approved label.

e.Aircraft fueling apparatus shall be attended and operated only by persons instructed in the proper use and operation of such fueling apparatus (“Operator”), in accordance with all safety requirements.

f.Two (2) twenty (20) pound Class BC fire extinguishes are required and shall be readily available to the Operator while transporting or dispensing automotive or aviation fuels on the airport.  Fire extinguishes shall be affixed to each side of any vehicle used to transport automotive or aviation fuel.

g.All Persons other than the Operator(s) dispensing fuel and the aircraft flight crew shall maintain a distance of at least fifty (50) feet from any aircraft being fueled.

h.Cables for grounding and bonding the fuel dispensing system and the aircraft must be provided by the Permittee.

i.All equipment shall be maintained in a clean, non-leaking condition and are subject to inspection at any time by the Hamilton Township Fire Department, the Madison Township Fire Department and Airport Management.

j.Prior to the first use of a self-fueling apparatus on the airport, the Permittee shall present such apparatus for inspection to the Hamilton or Madison Township Fire Department and obtain a signed certificate of compliance.

k.The fueling equipment shall be inspected annually by the Hamilton or Madison Township Fire Department to ensure that the system is in good working condition and that it is in compliance with all the requirements set forth herein.  Any applicable permit fee shall be paid to the Hamilton or Madison Township Fire Department at the time of each annual inspection and certification.

VI.ADMINISTRATIVE FEE

Permittee shall pay an annual Permit fee of $ 100.00 to the Authority.  Authority shall invoice Permittee for such fee and it shall be payable by January 1^st each year.  Should this permit be issued for less than a full year the fee for the first year shall be prorated.

VII.FUEL FLOWAGE FEE

Permittee shall pay fuel flowage fees as outlined in Exhibit “A” on a monthly basis in accordance with the terms of the Fuel Agreement.

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VIII.INSURANCE REQUIREMENTS

Permittee, at his/her sole cost and expense and for the full term of this permit or any renewal thereof, shall obtain and maintain in full force and affect the insurance coverage required by the Lease.

IX.INDEMNIFICATION

Except for matters resulting from the negligence or intentional wrongful acts of Authority or its directors, officers, employees, public officials or agents, Permittee will indemnify and hold harmless Authority and its directors, officers, and employees, public officials, and agents, against, any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, damage to property, any other personal injury, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) it’s fueling activities at the Airport, or its employees, agents, contractors, invitees, visitors, any other person performing fueling activities at the Airport under the express or implied invitation of Permittee, or any person claiming under Permittee; (2) any activity, work, or thing done, or permitted or suffered in relation to the fueling activities at the Airport by Permittee, or its employees, agents, contractors, invitees, visitors, any other person performing fueling activities at the Airport under the express or implied invitation of Permittee, or any person claiming under Permittee; (3) any acts, omissions, or negligence of Permittee, or its employees, agents, contractors, invitees, visitors, any other person performing fueling activities at the Airport under the express or implied invitation of Permittee, or any person claiming under Permittee; (4) any breach, violation, or nonperformance by Permittee, or its employees, agents, contractors, invitees, visitors, any other person performing fueling activities at the Airport under the express or implied invitation of Permittee, or any person claiming under Permittee, of any term, covenant, or provision of this Agreement or any law, ordinance, or governmental requirement of any kind; or, (5) any injury or damage to the person, property, or business of Permittee, or its employees, agents, contractors, invitees, visitors, any other person performing fueling activities at the Airport under the express or implied invitation of Permittee, or any person claiming under Permittee.  If any action or proceeding is brought against Authority, its directors, officers, employees, public officials, or agents, by reason of any such claim, Permittee, upon notice from Authority will defend the claim at Permittee’s expense with counsel satisfactory to Authority.

X.PERMIT PROVISIONS

a.This permit shall be subordinate to the requirements of any existing or future agreement between the Authority and the United States, relative to the development, operation or maintenance of the Airport.

b.The Permittee agrees that it will not make use of the airport premises in any manner which might interfere with the landing, taking-off or taxiing of any aircraft from the Airport or otherwise constitute a hazard.  In the event the aforesaid covenant is breached, the Authority has the right to cause the abatement of such interference at the expense of the Permittee.  Permittee shall reimburse Authority for such expenses within thirty (30) days of receiving an invoice therefore.

c.This permit and all the provisions hereof shall be subject to whatever right the United

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States Government now has or in the future may have or acquire affecting the control, operation, regulation and taking over of said airport or the exclusive or non-exclusive use of the airport by the United States during time of war or national emergency.

XI.MODIFICATION OR REVOCATION OF PERMIT

Authority may modify or revoke this permit upon thirty (30) days advance written notice to Permittee, provided such modification or revocation does not result in Permittee being treated less favorably than other similarly situated Permittees.  In the event Authority believes Permittee’s actions under this permit are creating a health or safety hazard.  Authority may suspend the permit until Authority is satisfied the hazard no longer exists.

If Permittee shall at any time during the term of this Permit fail to conform to the terms, conditions, or provisions of this permit, the Authority may give ten (10) days advance written notice of intent to revoke and terminate any and all rights and privileges granted herein.  Permittee shall have ten (10) days after receiving such notice to either conform to the requirements of this Permit or to file a written notice of protest to the notice address identified in Section XVII.  The decision of the President & CEO to revoke and terminate all permitted rights and privileges is final.

XII.ASSIGNMENT

This Permit is not assignable by operation of law or otherwise.  Permittee shall not assign, sublet or transfer this permit or any of the privileges contained herein.  It is specifically stipulated and agreed that Permittee will not sublet any of the rights herein whereby other operators share in the privileges or the services authorized herein.

XIII.TERM

This permit shall be effective upon the date of its acceptance and shall continue for a term coincident with that of the Fuel Agreement.

XIV.PERMITTEE NOT AN AGENT OF AUTHORITY

Issuance of this permit or any acts of Permittee under this permit shall not in any way constitute Permittee as an agent, contractor, licensee, or employee of the Authority for any purpose.

XV.AUTHORITY’S LIABILITY

Notwithstanding anything herein to the contrary, Authority shall not be liable for damages to Permittee, including, but not limited thereto, loss of profits or revenues, or special or consequential damages of any nature for any delays in fuel deliveries, or failure of fuel deliveries, to Permittee.

XVI.DIRECTOR’S LIABILITY

Notwithstanding anything herein to the contrary, no Officer, Director, employee, or agent of Authority shall have any liability in any way connected with this permit.

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XVII.NOTICES

All written notices given in conjunction with this permit shall be effective upon deposit in the mails, postage prepaid, to the applicable address:

AUTHORITY:	PERMITTEE:
President & CEO	Airnet Systems, Inc.
Columbus Regional Airport Authority	3939 International Gateway
Rickenbacker International Airport	Columbus, OH 43219
4600 International Gateway	Attn:  Chief Executive Officer
Columbus, OH 43219
	Attn:  Chief Executive Officer
With copy to General Counsel

COLUMBUS REGIONAL AIRPORT		AIRNET SYSTEMS, INC.
AUTHORITY
/s/ Elaine Roberts		/s/ Joel E. Biggerstaff
Elaine Roberts, A.A.E.		By	Joel E. Biggerstaff
President & CEO		Title:			CEO
Date	1-20-04	Date		1/15/04

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Exhibit A

RICKENBACKER INTERNATIONAL AIRPORT

SCHEDULE OF RATES AND CHARGES

EXHIBIT “A” (EFFECTIVE July 1, 2003)

Landing Fees:

•	Signatory Airline	$1.44 per 1000 pounds MCGLW
•	Non-Signatory Airline	$1.81 per 1000 pounds MCGLW
•	Commercial Minimum Landing Fee (12,500 lbs. or less) -	$16.25 per landing
•	General Aviation Landing Fee (Only aircraft) over 60,000 MCGLW): Same as Signatory/Non-Signatory depending on the classification of the owner/operator.

Fuel Flowage Fees:  (General Aviation Landing Fee/Aircraft less than 60,000 MCGLW):

• Per Gallon of Aviation Fuel Sold at Retail/Wholesale $.05 per gallon.

Fuel System Management Fees  (on all gallons processed into storage)$.045 per gallon.

General License / Commission Fees:

•	Aeronautical Activities:  Two percent (2%) of the gross revenues derived from the conduct of all approved aeronautical activities
•	Non-aeronautical Activities:
	Car rental agencies:	On airport agencies shall pay 10% of the gross-revenues derived from their activities.
		Off airport car rental agencies shall pay 8% of the gross revenues derived from such activities.
	Hotels:	On airport hotel operators shall pay 3% of the gross revenues derived from their activities.

Aircraft Parking Charges: (Daily Rates)

Single Engine	$	6
Light Twin	$	8
12,500 - 40,000	$	20
40,001 - 90,000	$	30
90,001 - 150,000	$	50
150,001 - 250,000	$	80
250,001 - 400,000	$	100
400,001 - Over	$	150

•Parking Charges for Signatory Airlines do not apply on the first 24 hours, weekends or holidays.

•Parking Charges for Non-Signatory Airlines apply after the first 6 hours.

•Parking Charges for General Aviation aircraft exceeding 60,000 lbs. apply after the first 6 hours.

•Parking Charges for General Aviation aircraft less than 60,000 lbs. apply when remaining over night.

•Parking Charges for any General Aviation aircraft based at the airport do not apply if the owner/operator rents hangar or tie-down space from the Port Authority or the FBO.

•Monthly Parking Charges for based aircraft using remote aircraft ramp, as designated by the Authority, will be assessed at a rate equal to 30% of the daily rate.

Definitions:

•Signatory - - Having a lease or sublease of a ground site or building space on in accordance with the Authority’s Rates & Charges Policy.  An airline having a contractual airline operating arrangement with an organization who has such a lease on airport property.

•Non-signatory - - Those operators who do not have on an airport lease agreement with the Authority in accordance with the Rates & Charges Policy.

•MCGLW - - Maximum Certificated Gross Landing Weight.

Rates and Charges are calculated within an annual period beginning January 1^st and ending December 31^st.

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EX-10.6

Exhibit 10.6

RICKENBACKER INTERNATIONAL AIRPORT

COMMINGLING FUEL AGREEMENT

Between

COLUMBUS REGIONAL AIRPORT AUTHORITY

and

AIRNET SYSTEMS, INC.

THIS COMMINGLING FUEL AGREEMENT (“Agreement”), is made and entered into this 20^th day of January, 2004 (the “Effective Date”), by and between AIRNET SYSTEMS, INC., which is hereinafter referred to as “AirNet” and is a corporation organized and existing under the laws of the State of Ohio, and the COLUMBUS REGIONAL AIRPORT AUTHORITY (“Authority”), a port authority organized and existing under the laws of the State of Ohio.

BACKGROUND

WHEREAS, the Authority, a subdivision of the State of Ohio created and existing under Chapter 4582 of the Ohio Revised Code owns and operates the Rickenbacker International Airport (hereinafter referred to as the Airport), located in the counties of Franklin and Pickaway in the State of Ohio, on which there exists a complex of buildings and related facilities for the service of aviation activities; and

WHEREAS , pursuant to a lease of even date herewith (the “Lease”), AirNet has leased from the Authority an area at the Airport upon which AirNet intends to construct a facility to house its operations; and

WHEREAS, the Authority desires to permit AirNet to store Aviation Fuel in its Fuel System under the terms, conditions and provisions set forth in this Agreement; and

WHEREAS, AirNet desires to store Aviation Fuel in the Fuel System under the terms, conditions and provisions set forth in this Agreement, and

WHEREAS, the Authority and/or its designated operator will operate and maintain the Fuel System and other facilities; and

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WHEREAS, the Authority desires to establish certain conditions with respect to the operation of the Fuel System.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I- DEFINITIONS

In and throughout this Agreement the following words shall have the following meanings unless the context otherwise requires:

1.1Agreement means this Commingling Fuel Agreement.

1.2Aircraft means any machine that can derive support in the atmosphere from the reactions of the air other than the reactions of the air against the earth’s surface.

1.3Aircraft Operator means any airline or other person operating one or more aircraft at the Airport.

1.4Airport means the Rickenbacker International Airport.

1.5Allocated Share means the amount of Fuel allocable to AirNet.

1.6Authority means the Columbus Regional Airport Authority, owner of the Fuel System.

1.7Aviation Fuel or Fuel means aviation turbine fuel and any other fuel now or hereafter used in the propulsion of Aircraft of the Aircraft Operators which has been approved for storage in the Fuel System by the Authority.

1.8Defueling means the act of removing aviation fuel from an Aircraft.

1.9Fuel System means all fuel storage tanks, pumps, filtration systems, hydrant systems and components associated with and used for the storage and transfer of Aviation Fuel excluding equipment owned and/or operated by an Into-Plane Agent.

1.10Into-Plane Agent means an aviation service company licensed by the Authority to provide aircraft fueling and defueling services at Rickenbacker International Airport.

1.11Supplier means any person or corporation which has a contract with any Operator, or any entity owned or controlled by such Operator, for the delivery of Aviation Fuel to the Fuel System.

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1.12Throughput means quantity received into and disbursed out of the Fuel System during a given period of time.

1.13Operator means any entity which stores Fuel in the Fuel System, including, when the context requires, AirNet.

ARTICLE II - TERM

2.1The term of this Agreement shall commence on the Rent Commencement Date (as such term is defined in the Lease), and shall continue for a term of one year from such date, unless sooner terminated as otherwise provided in this Agreement. This Agreement shall automatically renew thereafter for additional one-year terms for the balance of the Lease term.

2.2This Agreement may be amended by the Authority upon thirty (30) days written notice to AirNet, provided the terms and conditions and user fees continue to provide AirNet access to the Airport at a level that permits AirNet to use the Fuel System consistent with the terms and conditions of the Lease and consistent with terms and conditions provided to other similar users of the Airport. Upon the termination of this Agreement, by lapse of time or otherwise, Airnet shall promptly and peaceably surrender and deliver to the Authority, any assigned Airport use areas, Airport identification badges, security access cards, and all fees to which Authority is entitled hereunder.

ARTICLE III - USE OF THE FUEL SYSTEM

3.1AirNet may contract with one or more Into-Plane Agents. The Authority shall establish, and may amend from time to time, minimum qualification criteria for into-plane and defueling services to Aircraft at the Airport (including minimum criteria regarding the maintenance of insurance) and shall maintain a list of those contractors authorized to operate at the Airport as an Into-Plane Agent and who meet the then current minimum criteria. In the alternative, and with the prior written consent of the Authority, which consent shall not be unreasonably denied or delayed, AirNet may, by separate

3

agreement with the Authority, use its own employees for its into-plane and defueling service requirements.

The Aviation Fuel, the delivery of which shall be monitored by the Authority, shall, subject to the terms and conditions of this Agreement, at all times be and remain the property of the Operator for whose account such Fuel is delivered. All Fuel deliveries will be coordinated with the Authority and delivered at a time when the Authority can monitor the off-loading of Fuel.

The nature of the Fuel System is such as to require the co-mingling of all of the Fuel stored therein. The Authority shall not be required to segregate the Fuel delivered on behalf of any Operator, so long as such fuel meets all of the requirements and specifications set forth in this Agreement.

The Authority will authorize the installation of an AirNet provided anti-icing additive injection system at one of the fuel system’s truck loading stands. The installation and operation of such system will be in accordance with Authority specifications and operating procedures. AirNet personnel will control access to the system and be responsible for securing the system upon completion of each use. Maintenance of the anti-icing additive injection system shall be the responsibility of AirNet. AirNet shall be responsible for any damage to the fuel system caused by AirNet’s operation or use of the anti-leing additive injection system.

At no time shall fuel from a defueling operation be placed in the fuel system.

ARTICLE IV - SERVICES

4.1Authority agrees to provide the necessary storage, security, equipment, material, supplies, manpower and supervision necessary to operate the Fuel System.

4.2AirNet will contract for the purchase and delivery of Fuel from a Supplier mutually agreed-upon by AirNet and Authority. AirNet will give written notification to Authority of the name and location of such Supplier and authorization to order from such supplier, and will inform Authority, in writing, of any subsequent changes in Airnet’s Supplier during the term of this Agreement. If requested by AirNet, Authority agrees to

4

order Fuel in the name of and on behalf of AirNet from such Supplier in accordance with the terms and conditions of this Agreement.

4.3All Fuel must conform to the Aviation Fuel Specification ASTM D-1655, latest revision.  Authority shall have the right to reject any Fuel which does not meet ASTM D-1655, as it may be amended from time to time.  Authority will notify AirNet in the event that rejection of AirNet’s fuel becomes necessary.

4.4Authority will (a) perform quantity and quality checks on Fuel received on AirNet’s behalf; (b) store Fuel in a manner consistent with good fuel handling practices in order to preserve the integrity of the Fuel; and (c) issue the Fuel to AirNet’s designated Into-Plane Agent in such quantities and at times as requested by AirNet.

4.5The Authority further agrees to maintain proper accounting records showing AirNet’s Fuel receipts, disbursements and current inventory; and Authority further agrees to maintain quality control records in the form required by the Federal Aviation Administration (FAA) and/or any other applicable governing entity, or in such form as is otherwise mutually agreed upon by the parties and is consistent with FAA requirements.

For purposes of timely accounting of inventories, AirNet, or its appointed Into-Plane Agent, will provide Authority with daily summary sheets of AirNet’s fueling activity no later than 10:00 AM local time each day.  Summary sheets will reflect AirNet’s activity for the prior twenty-four (24) hour period starting at 7:00 AM the previous day and ending at 6:59 AM local time that day.  The Authority has the right to inspect AirNet’s, or its appointed Into-Plane Agent’s, fuel truck meters and such other records as necessary to accomplish reconciliation of inventories.

4.6AirNet shall, from time to time, provide the Authority with information regarding the quantity of Fuel to be stored in the Fuel System and available for AirNet.  It is anticipated that the amount of Fuel to be so stored in the Fuel System will be an amount equal to the number of gallons of Fuel used by AirNet over a five-day period based upon AirNet’s most recent operating activity at the Airport.  If AirNet’s anticipated activity at the Airport will be different than its normal operating activity, AirNet shall inform Authority and Authority shall adjust the supply accordingly.  The Authority will, if requested, from time to time, place orders for Fuel on behalf of AirNet with AirNet’s

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designated Supplier in order to maintain in the Fuel System a quantity of Fuel consistent with the guidelines set forth above.  In no event shall AirNet be permitted to have a negative Fuel balance in the Fuel System.  If AirNet does not have a sufficient supply of Fuel available in the Fuel System, AirNet shall correct the deficiency in a manner acceptable to Authority before any fuel is pumped by AirNet.

Authority shall receive inventory and allocate Fuel commensurate with each Operator’s inventory.  Notwithstanding the foregoing, Authority agrees to obtain AirNet’s written consent prior to delivering AirNet’s Fuel to any party other than AirNet.

Authority shall be required to sign a fuel delivery ticket received from the Supplier, and report deliveries of fuel into the Fuel System to AirNet in the manner mutually agreed upon by AirNet and Authority.

AirNet’s Supplier shall bill AirNet directly for Fuel ordered on AirNet’s behalf and delivered into the Fuel System for AirNet’s use.  Supplier shall bill in accordance with the signed Fuel delivery tickets signed by Authority.  AirNet shall pay Supplier directly for such Fuel.

ARTICLE V- STANDARDS OF PERFORMANCE

5.1Authority agrees to perform the following services in connection with the storage of the Fuel:

(i)Receive Fuel into storage from the designated Supplier, as set forth in Article IV;

(ii)Provide adequate personnel and equipment for Fuel storage;

(iii)Each month, submit to AirNet inventory records recorded in net gallons, of the Fuel received, stored and dispensed by Authority on behalf of AirNet during the preceding month;

(iv)Make Fuel available to AirNet’s designated Into-Plane Agent as requested by AirNet.

(v)Update AirNet’s inventory level of fuel in the Fuel System upon receipt of a Fuel delivery ticket showing disbursal of fuel to AirNet by AirNet’s Into-Plane Agent.

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(vi)Reconcile daily the physical inventory of the Fuel to the calculated book inventory adjusted to net gallons, and explain all operating overages and shortages to AirNet’s reasonable satisfaction.

5.2AirNet shall have the right at any time during the term of this Agreement and for a period of 2 years thereafter to review and inspect any and all of Authority’s records relating to Fuel quality or Authority’s performance of the services contemplated by this Agreement and to run any quality control or other test to ensure that Authority’s equipment, procedures and other materials used in performance of such services are carried out in accordance with the terms of this Agreement.

5.3AirNet agrees to indemnify and hold harmless the Authority from all liabilities, losses, costs, claims, or damages in any way related to the Fuel (and the possession and use thereof) occurring after the delivery of such Fuel to AirNet’s designated Into-Plane Agent.

ARTICLE VI - INSPECTION AND AUDIT

6.1Inspection and Audit:  Authority agrees that all of its books and records relating to the services contemplated by this Agreement shall be maintained and made available to AirNet or its authorized representative for not less than two (2) years after the termination of this Agreement, and shall upon 24 hours advance notice, during regular business hours, be subject to inspection and audit by AirNet or its authorized representative.

ARTICLE VII - NON-PERFORMANCE

7.1AirNet Non-Performance: AirNet agrees to maintain fueling activity levels at a minimum of 150,000 gallons per 12 month period for the term of this Agreement. Authorized use of the fuel system shall be discontinued and this Agreement shall terminate if AirNet fails to maintain fueling levels of at least 150,000 gallons annually.  This requirement shall be suspended, however, during any period the Airport is unavailable for AirNet’s use due to circumstances not caused by AirNet (e.g., during periods of national emergency).

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7.2Authority’s Non-Performance:  Authority shall be responsible for all losses of Fuel that result from Authority’s gross negligence or willful misconduct.  Authority shall also be responsible for all losses or disappearances of Fuel from inventory in excess of one quarter of one percent (.0025) of the annualized Throughput of Fuel for AirNet (as reasonably determined by the Authority), which cannot be reconciled to AirNet’s reasonable satisfaction, or reasonably demonstrated by the Authority to be:

(i)unrelated to a breach of Authority’s obligation under this Agreement; or

(ii)due to a cause beyond Authority’s reasonable control.

7.3Authority’s Violations:  In the event that the Authority violates any safety rule or regulation or, if Authority’s acts or operations are not in compliance with Air Transport Association Specification 103, this Agreement shall be subject to cancellation by AirNet as provided below.  AirNet must notify Authority of any such violation and give Authority ten (10) days to correct the discrepancy.  If the discrepancy is not resolved to the reasonable satisfaction of AirNet, AirNet may cancel this agreement by giving Authority fifteen (15) days prior written notice.  Any of AirNet’s Fuel remaining in the Fuel System as of the date of termination of this Agreement may be sold by AirNet to another Operator or AirNet may remove the Fuel from the Fuel System under Authority’s supervision.

7.4Fuel Losses:  On the anniversary of the commencement date of the term of this Agreement, and every anniversary thereafter, Authority shall replace or pay AirNet for all losses or disappearances of Fuel in excess of one quarter of one percent (.0025) of annualized Throughput over the course of that year which has not been reconciled or demonstrated not to have been caused by the Authority as provided in Section 7.2 of this Agreement.  Payment for Fuel not reconciled shall be calculated at the then current market value.

ARTICLE VIII - CHARGES, FEES, COSTS & EXPENSES

8.1For the purposes of accounting, billing, collection, remittance and payment of the fees and charges, as set forth in Exhibit A, “Schedule of Rates and Charges”, which may be amended by the Authority from time to time, each party shall

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submit to the other such reports (including monthly fuel reconciliations), documents and statements as may be required by this Agreement.

8.2AirNet hereby agrees to pay the Authority on the terms set forth in this Agreement all fees and charges owed to the Authority resulting from the storage of Fuel in the Fuel System and the delivery of Fuel out of the Fuel System.  Fuel System Management Fees (described in Exhibit A) will be assessed against AirNet based on the net gallons of fuel received into the Fuel System on behalf of AirNet.  Fuel Flowage Fees owed to the Authority for Fuel delivered by AirNet to a third party, non-inventory holder will be invoiced to AirNet.

8.3Each month the Authority shall invoice AirNet the sum of AirNet’s charges and fees for the previous month’s activity, based upon the fees and charges set forth in Exhibit A of this Agreement.  AirNet shall remit to the Authority payment for invoiced amounts within thirty (30) days of the date of the invoice.  Payments not received by the due date shall be subject to a two percent (2%) late fee.  For each additional 30 days the fees remain unpaid, an additional two percent (2%) fee shall be assessed.

8.4In case of default by AirNet in the payment of the amount due hereunder, either in whole or in part, the Authority may terminate use and access of the Fuel System to AirNet.  Authority may, but is not required to reinstate AirNet’s access to the Fuel System once all past due fees, charges and late fees have been received in the manner provided in Section 8.5 of this Agreement.  Authority may also pursue any and all other legal or equitable remedies available to the Authority.  AirNet will be liable for all reasonable costs and expenses, including attorney’s fees, expended by Authority in order to collect or attempt to collect the delinquent payment.

8.5Should AirNet become insolvent, generally suspend its payments or fail to meet its contractual obligations (including, without limitation, its obligations under this Agreement) or become involved voluntarily or involuntarily in proceedings declaring it to be bankrupt, the Authority shall have the right to suspend AirNet from this Agreement upon ten (10) days’ written notice and AirNet shall no longer have the right as an Operator to have Aviation Fuel delivered to it from the Fuel System.  Following such suspension and until such time, if any, as AirNet is reinstated as provided below, AirNet

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shall be subject to the terms hereof and subject to the right of the Authority to terminate the use of the Fuel System and access to any Fuel belonging to AirNet during the continuance of any payment default.  AirNet may petition the Authority not less than one hundred eighty (180) days after such suspension for reinstatement as an Operator.  If AirNet cures its payment defaults hereunder and if AirNet furnishes an irrevocable Letter of Credit in an amount and form deemed adequate by the Authority, from a reputable bank reasonably acceptable to the Authority guaranteeing AirNet’s obligations under this Agreement (or furnish other evidence satisfactory to the Authority of its ability and intention to perform its obligations under this Agreement), then AirNet shall be reinstated as an Operator.

ARTICLE IX - TERMINATION OF OPERATIONS: ASSIGNMENT

9.1If AirNet terminates its operations at the Airport it shall be allowed to withdraw from this Agreement subject to Section 9.2 hereof.  Otherwise, AirNet shall be allowed to withdraw from this Agreement only with the approval of the Authority.

9.2If AirNet terminates its operations at the Airport it shall, in order to withdraw from this Agreement, give notice to the Authority of its intention to do so thirty (30) days in advance, which shall include provisions for the removal of AirNet owned Fuel from the Fuel System, and shall therein establish an effective date for such withdrawal, which date shall not precede the date AirNet satisfies all of its known and liquidated obligations under this Agreement; provided, however, AirNet shall remain fully liable for any contingent or unknown obligation which accrued or arose with respect to events occurring prior to the effective date of its termination hereunder.

9.3The rights granted under this Agreement for the use of the Fuel System are non-exclusive and the Authority reserves the right to make the Fuel System available to other entities upon such terms and conditions as the Authority deems reasonable or necessary.

9.4AirNet will not sell, assign, transfer, pledge or otherwise dispose of or encumber (collectively, for purpose of this Article 9, a transfer) any interest in this Agreement to any entity unless the Authority gives its prior written consent to such

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transfer.  The Authority will not unreasonably deny or delay its written consent.  Notwithstanding the foregoing, AirNet may assign this Agreement to an affiliated company or any successor by virtue of merger, acquisition or consolidation without Authority’s prior consent, provided that AirNet shall not be released from its obligations under this Agreement.  Any assignee shall be liable to the Authority to the same extent as AirNet and shall be bound by all terms and conditions contained herein.  The Authority may transfer any interest in this Agreement to any entity without the consent of AirNet.

9.5If either party shall materially fail to perform or observe any of the terms, covenants, or conditions of this Agreement, the other party may give written notice of such default to that party.  If any such default shall remain uncured for ten (10) days after receiving written notice of any failure, then the party not in default may give notice to the defaulting party of its election to terminate this Agreement, and ten (10) days after the delivery of such notice, this Agreement shall cease and terminate.  Such election to terminate by either party shall not be construed as a waiver of any claims it may have against the other party.  If, however, any default, other than a monetary default, is of such a nature that it cannot be cured within thirty (30) days and if the party in default shall have commenced the cure of such default promptly after receipt of notice from the other party and shall continuously and diligently proceed in good faith to cure such default, then the period for correction shall be extended for such length of time as is reasonably necessary (not to exceed 60 days) to complete such cure.

ARTICLE X - MISCELLANEOUS

10.1Indemnification:Except for matters resulting from the negligence or intentional wrongful acts of Authority or its directors, officers, employees, public officials or agents, AirNet will indemnify and hold harmless Authority and its directors, officers, and employees, public officials, and agents, against, any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, damage to property, any other personal injury, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) the use of the Fuel System by AirNet, or

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its employees, agents, contractors, invitees, visitors, any other person using the Fuel System under the express or implied invitation of AirNet, or any person claiming under AirNet; (2) any activity, work, or thing done, or permitted or suffered on or about the Fuel System by AirNet, or its employees, agents, contractors, invitees, visitors, any other person using the Fuel System under the express or implied invitation of AirNet, or any person claiming under AirNet; (3) any acts, omissions, or negligence of AirNet, or its employees, agents, contractors, invitees, visitors, any other person using the Fuel System under the express or implied invitation of AirNet, or any person claiming under AirNet; (4) any breach, violation, or nonperformance by AirNet, or its employees, agents, contractors, invitees, visitors, any other person using the Fuel System under the express or implied invitation of AirNet, or any person claiming under AirNet, of any term, covenant, or provision of this Agreement or any law, ordinance, or governmental requirement of any kind; or, (5) any injury or damage to the person, property, or business of AirNet, or its employees, agents, contractors, invitees, visitors, any other person using the Fuel System under the express or implied invitation of AirNet, or any person claiming under AirNet.  If any action or proceeding is brought against Authority, its directors, officers, employees, public officials, or agents, by reason of any such claim, AirNet, upon notice from Authority will defend the claim at AirNet’s expense with counsel satisfactory to Authority.

10.2Wavier:AirNet waives and releases all claims against Authority, its directors, officers, employees, public officials, and agents, customers, invitees, and licensees with respect to all matters for which AirNet has indemnified Authority and its directors, officers, employees, public officials, customers, invitees, and as provided above.

10.3Subordination:This Agreement will be subordinate to the provisions and requirements of any existing or future agreement between the Authority and the United States, relative to the development, operation, or maintenance of Rickenbacker International Airport, provided that in the event such existing or future agreements substantially alter the terms and conditions of this Agreement, AirNet will have the option to terminate this Agreement.  If AirNet elects to terminate, the Authority, at its option, shall either (1) provide for uninterrupted fueling supply and alternative fueling

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capacity at the Airport consistent with the procedures set forth herein, in which case AirNet’s election to terminate shall be deemed to have been rescinded and of no further force or effect, or (2) accept AirNet’s termination of this Agreement, in which case the Lease shall also be terminated and the Authority shall purchase the Leasehold Improvements (as such term is defined in the Lease) and otherwise reimburse AirNet consistent with the termination provisions set forth in Section 1.P (Right to Relocate Tenant) of the Lease.

10.4Penalties and Fines:  AirNet covenants and agrees to pay (or reimburse Authority) within thirty (30) days of written notice, and to indemnify, defend and hold Authority harmless from liability for, any and all penalties or fines imposed against Authority by any Federal, State, or local governmental body (especially those relating to Airport Security as set forth in 49 CFR Parts 1540 & 1542 Transportation Security Regulations and 14 CFR Part 139 Federal Aviation Regulations) on account of, or arising from, any acts or omissions of AirNet, its contractors, agents, employees, invitees, or visitors or any such person, in violation to the terms and provisions of this Agreement.

10.5Non-Waiver of Rights:  No receipt of money by Authority from AirNet with knowledge of the breach of any covenants of this Agreement, or after the termination hereof, or after the service of any notice, the commencement of any suit or final judgment will be deemed a waiver of such breach, nor will it reinstate, continue or extend the Term of this Agreement or affect any such notice, demand or suit.

Payment by AirNet or receipt by Authority of a lesser amount than due, or charges herein stipulated will not be deemed to be other than on the account of the earliest stipulated fees or charges, nor will any endorsement or any statement on any check or any letter accompanying any check or payment, fee or charge be deemed an accord and satisfaction, and Authority may accept such check or payment without prejudice to Authority’s right to recover the balance of such fee or charge, or pursue any other remedy available to Authority.

No delay or failure on the part of Authority in exercising or enforcing any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other, or further exercise thereof or the exercise of any other right, power, or privilege.

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No act done or thing said by Authority or Authority’s agents or employees will constitute a cancellation, termination or modification of this Agreement, or a waiver of any covenant, agreement or condition hereof, nor relieve AirNet from AirNet’s obligations to pay the fees or charges to be paid hereunder.  Any waiver or release by Authority, and any cancellation, termination or modification of this Agreement, must be in writing signed by Authority.

10.6Insurance:  The Authority will provide property insurance against loss of AirNet’s Fuel being stored in the Fuel System or as a result of the operation of the Fuel System by the Authority during the period of time AirNet’s Fuel is held in the Fuel System.  Prior to its use of the Fuel System AirNet will provide liability insurance for damages incurred by or asserted against the Authority or AirNet as a result of AirNet’s use of the Fuel System and shall provide Authority with a certificate of insurance naming Authority as an additional insured and evidencing insurance coverage in the minimum amounts set forth in the Lease.  Such certificate shall require at least thirty days notice to Authority prior to any cancellation.

10.7Counterparts:  This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, and upon the execution of a counterpart by AirNet and the Authority, this Agreement shall be deemed fully executed and binding on the parties hereto and all of the counterparts, taken together, shall constitute one instrument.

10.8Applicable Law:  This agreement shall be construed and performance hereunder shall be determined in accordance with all applicable Federal, State of Ohio and local laws.  Any action brought pursuant to this Agreement shall be brought in a court of competent jurisdiction within Franklin County, Ohio.

10.9Amendments:  This Agreement may be amended from time to time upon the approval of the Authority and AirNet.

10.10Severability:  The invalidity of any Section of this Agreement, or any amendment thereto, or any part thereof, shall not affect the remaining portions of this Agreement.  In the event that one or more Sections contained herein or any amendment thereto or any part thereof should be held by any court of law to be invalid, this

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Agreement shall be construed as if such invalid Section or Sections or amendments thereto or parts thereof had not been contained herein.

10.11Headings:  The headings of Articles and Sections herein are for convenience only and shall not affect the construction hereof.

10.10Complete Agreement:  This Agreement sets forth the entire agreement between the parties with respect to the matters dealt with herein.  No modification to the terms of this Agreement shall be made or be binding unless made in writing and signed by each of the parties.

10.13No Personal Liability.  No director, officer, employee, representative, or agent of the Authority or AirNet may be held personally liable or in any way responsible for any liabilities, losses, damages, injuries, costs, or expenses that may occur, arise, or be claimed to have occurred or arisen directly or indirectly from or out of any cause whatsoever relating in any manner to this Agreement, including without limitation the rights and obligations of the Authority or AirNet under this Agreement.

10.4Notice-AirNet:  Any notice to AirNet, required under this Agreement, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

Prior to AirNet’s commencement of actual use at the Airport:

AirNet Systems, Inc.

3939 International Gateway

Columbus, OH 43219

Attn:  Chief Executive Officer

After AirNet’s commencement of actual use at the Airport:

Addressed to AirNet’s Premises at the Airport.

Attn:  Chief Executive Officer

10.15Notice-Authority:  Any notice to Authority, required under this Agreement, will be written and will be deemed to have been given (a) when personally delivered, (b) when deposited with a reliable overnight courier service, or (c) on the day it is deposited in any depository regularly maintained by the United States Postal Service, postage prepaid, certified or registered mail, return receipt requested, addressed to:

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President & CEO

Columbus Regional Airport Authority

4600 International Gateway

Columbus, OH 43219

With copy to General Counsel

Either Authority or AirNet may change its addresses or addressees for purposes of this paragraph by giving ten (10) days’ prior notice according to this paragraph.  Any notice from Authority to AirNet will be deemed to have been given if delivered to the last notice address received by Authority.

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ARTICLE XI - ENTIRE AGREEMENT

This Agreement contains eighteen (18) pages, and, together with Exhibit A, constitutes the entire Agreement between the parties hereto, and will not be modified in any manner except by an instrument in writing executed by said parties or their respective successors in interest.  This Agreement shall be construed according to the laws of the State of Ohio, and such laws, rules, and regulations of the United States of America as may be applicable.

In witness whereof, the Columbus Regional Airport Authority has caused its name to be subscribed to these presents by Elaine Roberts, A.A.E., President & CEO of the Columbus Regional Airport Authority, and Airnet Systems, Inc., has caused this instrument to be executed on its behalf by Joel E. Biggerstaff, its CEO.

Columbus Regional Airport Authority
/s/ Elaine Roberts	1-20-04
Elaine Roberts, A.A.E.	Date
President & CEO
Airnet Systems, Inc.
/s/ Joel E. Biggerstaff	1/15/04
Name: Joel E. Biggerstaff	Date
Title:1/16/04

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RICKENBACKER INTERNATIONAL AIRPORT

SCHEDULE OF RATES AND CHARGES

EXHIBIT “A” (EFFECTIVE July 1, 2003)

Landing Fees:

•	Signatory Airline	$1.44 per 1000 pounds MCGLW
•	Non-Signatory Airline	$1.81 per 1000 pounds MCGLW
•	Commercial Minimum Landing Fee (12,500 lbs. or less) -	$16.25 per landing
•	General Aviation Landing Fee (Only aircraft) over 60,000 MCGLW): Same as Signatory/Non-Signatory depending on the classification of the owner/operator.

Fuel Flowage Fees  (General Aviation Landing Fee/Aircraft less than 60,000 MCGLW):

• Per Gallon of Aviation Fuel Sold at Retail/Wholesale $.05 per gallon.

Fuel System Management Fees  (on all gallons processed into storage)$.045 per gallon.

General License / Commission Fees:

•	Aeronautical Activities:  Two percent (2%) of the gross revenues derived from the conduct of all approved aeronautical activities.
•	Non-aeronautical Activities:
	Car rental agencies:	On airport agencies shall pay 10% of the gross-revenues derived from their activities.
		Off airport car rental agencies shall pay 8% of the gross revenues derived from such activities.
	Hotels:	On airport hotel operators shall pay 3% of the gross revenues derived from their activities.

Aircraft Parking Charges: (Daily Rates)

Single Engine	$	6
Light Twin	$	8
12,500 - 40,000	$	20
40,001 - 90,000	$	30
90,001 - 150,000	$	50
150,001 - 250,000	$	80
250,001 - 400,000	$	100
400,001 - Over	$	150

•Parking Charges for Signatory Airlines do not apply on the first 24 hours, weekends or holidays.

•Parking Charges for Non-Signatory Airlines apply after the first 6 hours.

•Parking Charges for General Aviation aircraft exceeding 60,000 lbs. apply after the first 6 hours.

•Parking Charges for General Aviation aircraft less than 60,000 lbs. apply when remaining over night.

•Parking Charges for any General Aviation aircraft based at the airport do not apply if the owner/operator rents hangar or tie-down space from the Port Authority or the FBO.

•Monthly Parking Charges for based aircraft using remote aircraft ramp, as designated by the Authority, will be assessed at a rate equal to 30% of the daily rate.

Definitions:

•Signatory - Having a lease or sublease of a ground site or building space on in accordance with the Authority’s Rates & Charges Policy.  An airline having a contractual airline operating arrangement with an organization who has such a lease on airport property.

•Non-signatory - Those operators who do not have on an airport lease agreement with the Authority in accordance with the Rates & Charges Policy.

•MCGLW - Maximum Certificated Gross Landing Weight.

Rates and Charges are calculated within an annual period beginning January 1^st and ending December 31^st.

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EX-10.7

Exhibit 10.7

NON-EXCLUSIVE ACCESS EASEMENT

KNOW ALL MEN BY THESE PRESENTS, THAT THE COLUMBUS REGIONAL AIRPORT AUTHORITY, (hereinafter referred to as “Authority” or “Grantor”), a port authority duly created and existing under Chapter 4582 of the Ohio Revised Code, for One Dollar ($1.00) and other good and valuable consideration paid by AIRNET SYSTEMS, INC.  (hereinafter referred to as “Grantee”), the receipt of which is hereby acknowledged, does hereby provide and grant unto said Grantee, its successors and assigns, a non-exclusive easement and right-of-way (the “Easement”) over and across the following described real property (the “Easement Area”), for so long as the Easement is used solely for the purposes herein mentioned, for the purpose of providing a means of vehicular ingress to and egress from (a) the real property leased by Grantee from Grantor and (b) Port Road, a public roadway, such Easement Area being more particularly described as follows:

(SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT “A” AND MADE A PART HEREOF)

For reference only, the foregoing described Easement is granted across real property commonly known as Alan Schwarzalder Street, a private street located at Rickenbacker International Airport (“Airport”).

The Easement is granted, subject to the conditions, restrictions, and limitations contained herein.  The recording of this Non-Exclusive Access Easement or use of the Easement by the Grantee, for itself and its successors and assigns, shall be deemed acknowledgment and acceptance by Grantee of all terms and conditions, restrictions, and limitations contained herein, which shall be effective and binding upon the Grantee, its successors and assigns.  The Easement shall constitute an appurtenance to the real property which Grantee leases from Grantor pursuant to a lease dated January 20, 2004, a Memorandum of which is recorded as Instrument No.                                                  in the Recorder’s Office, Franklin County, Ohio (the “Lease”).

1.             Grantee assumes the risk and shall indemnify and hold harmless Grantor and/or Grantors’ directors, officers, employees, public officials, agents, customers, invitees, and licensees against, any and all demands, claims, causes of action, fines, penalties, damages, losses, liabilities, judgments, and expenses for bodily injury, death, any other personal injury, damage to real or personal property, and business interruption (including, without limitation, attorneys’ fees and court costs) incurred in connection with or arising from: (1) the use or occupancy of the Easement Area by Grantee, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Easement Area under the express or implied invitation of Grantee, or any person claiming under Grantee; (2) any activity, work, or thing done, or permitted or suffered on or about the Easement Area by Grantee, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Easement Area under the express or implied invitation of Grantee, or any person claiming under Grantee; (3) any acts, omissions, or negligence of Grantee, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Easement Area under the express or implied invitation of Grantee, or any person claiming under Grantee; (4) any breach, violation, or nonperformance by Grantee, or its employees, agents, contractors, invitees, visitors, any other person entering upon the Easement Area under the express or implied invitation of Grantee, or any person claiming under Grantee, of any term, covenant, or provision of this Non-Exclusive Access Easement or any law, ordinance, or governmental requirement of any kind; or, (5) (except for loss of use of all or any portion of the Easement Area or Grantee’s property located within the Easement Area which is proximately caused by or results proximately from the negligence or willful misconduct of Grantor), any injury or damage to the person, property, or business of Grantee, or its employees, agents, contractors, invitees, visitors, any other person entering upon the

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Easement Area under the express or implied invitation of Grantee, or any person claiming under Grantee.  If any action or proceeding is brought against Grantor and/or Grantors’ directors, officers, employees, public officials, agents, customers, invitees, or licensees by reason of any such claim, Grantee, upon notice from Grantor, will defend the claim at Grantee’s expense with counsel satisfactory to Grantor.

2.Grantor expressly reserves a reversionary interest in the Easement Area.  Grantee shall not share, lease, assign, sell, convey, or transfer all or any part of the Easement or rights granted herein.  In the event (a) Grantee should cease to use the easement for any consecutive three (3) year period, (b) Grantee’s Lease terminates, (c) the private roadway located within the Easement Area (the “Roadway”) becomes a publicly dedicated roadway, or (d) Grantee abandons, disuses, shares, leases, sells, assigns, conveys, or transfers all or any part of the Easement, or rights granted herein, the Easement and all rights connected therewith shall terminate and revert to Grantor in accordance with the Grantor’s interest in the real property, and a Grantor may file an Affidavit of Facts Relating to Title for the purpose of giving public notice of any such reversion.  Upon termination and reversion as stated, the Grantee shall execute and deliver a recordable instrument of conveyance returning the herein described easement rights to Grantor and releasing any and all rights which my have been conveyed hereby.  Grantor shall be released from any obligation or liability to Grantee arising or resulting from the granting or termination.

3.Grantee agrees to be responsible for all costs related to damage to Grantors’ real property or interest therein, which damage was occasioned by or resulted from the Grantee’s use of the Easement.  Grantee agrees to limit the size and weight of the vehicular traffic to that which the Roadway was designed to carry.  Until such time as the Roadway is dedicated as a public roadway, Grantor shall be responsible for the maintenance (including snow removal) and repair thereof and shall keep the same in a good and usable condition, free of obstruction.

4.The rights granted herein do not include any rights of Grantee to construct or install any improvements in the Easement Area without the written authorization of the Authority.

5.The rights granted herein are nonexclusive and shall not be construed to interfere with or restrict the Grantor’s paramount right to use the Easement Area for any and all public purposes, to fully use and enjoy the property, or construct and maintain property improvements, including without limitation roadways, waterlines, sanitary sewers, electric and cable systems, and airport facilities, in, over, under, across and through Easement Area, so long as such use and enjoyment does not unduly interfere with the use of the Easement for the purposes granted to Grantee.  Grantor reserve the right to designate reasonable access points for Grantee, and Grantee shall be restricted to use of such access points designated by Grantor.  Grantee shall construct no additional roads or drives on Grantors’ property.  Grantor reserves the right to take all steps necessary or desirable for airport security and for compliance with laws, rules and regulations including, without limitation, FAA regulations, guidelines, grant assurances, and Airport Rules and Regulations.

6.Grantee shall not permit or suffer to exist any mechanics or materialman’s lien of any kind or nature against the Easement Area or other lands owned by Grantor for any work done or materials furnished at the instance, request, or on behalf of Grantee.  Grantee shall indemnify and hold harmless Grantor against any and all liens, claims, demands, costs, and expenses of any nature connected with or arising out of such work done or materials furnished.

7.All activities conducted on the Easement Area by Grantee shall be conducted in compliance with all laws, ordinances, rules, and regulations including, without limitation, environmental, land use, and public utility laws, rules and regulations.  This includes, but is not limited to, any rules, regulations, and/or permitting process established by Grantor to regulate access to the Easement Area in addition to the terms contained herein.  The obligations of Grantee to Grantor (and the venue provision) shall survive

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the termination of this Easement and/or reversion of the Easement Area.  Any claim brought pursuant to the terms of this Easement shall be brought in the Franklin County Court of Common Pleas or in U.S. District Court for the Southern District of Ohio, Eastern Division, in Columbus, Ohio.

IN WITNESS WHEREOF, the Grantor, Columbus Regional Airport Authority, by its duly authorized officer Elaine Roberts, President & CEO of the Columbus Regional Airport Authority, duly authorized by Resolution No. 83-03, passed on the 25th day of November, 2003, has caused this instrument to be executed and subscribed this 20th day of January, 2004.

	COLUMBUS REGIONAL AIRPORT AUTHORITY
	A port authority created and existing under Revised Code Chapter 4582
/s/ Jeffery Schwab	/s/ Elaine Roberts
Witness	Elaine Roberts, A.A.E.
Print Name: JEFFERY SCHWAB	President & CEO
/s/ Gretchen Sandusky
Witness
Print Name: GRETCHEN SANDUSKY
STATE OF OHIO
COUNTY OF FRANKLIN, SS:

BE IT REMEMBERED, that on this 20th day of January, 2004, the foregoing instrument was acknowledged before me on behalf of the Columbus Regional Airport Authority, by Elaine Roberts, A.A.E., President & CEO.

/s/ David Wayne Saleme

Notary Public

DAVID WAYNE SALEME
Attorney At Law
Notary Public, State of Ohio
My Commission Has No Expiration Date

Section 147.03 R.C.

This Instrument Prepared By:

David W. Saleme, Esq.

Associate Counsel, Real Estate

Columbus Airport Authority

4600 International Gateway

Columbus, Ohio 43219

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Exhibit A

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EX-10.8

Exhibit 10.8

NO-BUILD EASEMENT

KNOW ALL MEN BY THESE PRESENTS.  THAT THE COLUMBUS REGIONAL AIRPORT AUTHORITY (hereinafter referred to as “Authority” or “Grantor”), a port authority duly created and existing under Chapter 4582 of the Ohio Revised Code, for One Dollar ($ 1.00) and other good and valuable consideration paid by AIRNET SYSTEMS, INC. (hereinafter referred to as “Grantee”), the receipt of which is hereby acknowledged, does hereby provide and grant unto said Grantee, its successors and assigns, a no-build easement for so long as Grantee is the lessee of the dominant parcel (as hereinafter identified), across the following described real property (the “Easement Area”):

(SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT “A” AND MADE A PART HEREOF)

For reference only, the foregoing described easement (the “Easement”) is granted across real property commonly known as Rickenbacker International Airport (“Airport”).

The Easement is granted, subject to the conditions, restrictions, and limitations contained herein.  The recording of this No-Build Easement or use of the Easement by the Grantee, for itself and its successors and assigns, shall be deemed acknowledgment and acceptance by Grantee of all terms and conditions, restrictions, and limitations contained herein, which shall be effective and binding upon the Grantee, its successors and assigns.

1.The Grantee is the lessee of the dominant parcel, shown on the map attached hereto as Exhibit B, to which the Easement is appurtenant, pursuant to a lease between Grantor and Grantee dated January 20, 2004, a memorandum of which is recorded as Instrument No.                         , in the Recorder's Office of Franklin County, Ohio (the “Lease”).  The Grantor is the owner of the servient parcel, shown on the map attached hereto as Exhibit C.  The Grantor, though the Easement, agrees there will be no above ground improvements constructed on the Easement Area, other than the aviation ramp as shown on the attached Exhibit C.  Grantee is hereby given the right to enforce this “no-build restriction” for so long as this Easement remains in effect.

2.Grantor expressly reserves a reversionary interest in the Easement Area.  Grantee shall not share, lease, assign, sell, convey, or transfer all or any part of the Easement or rights granted herein.  In the event (a) the Lease terminates, or (b) Grantee should abandon, disuse, share, lease, sell, assign, convey, or transfer all or any part of the Easement, or rights granted herein, the Easement and all rights connected therewith shall terminate and revert to Grantor in accordance with the Grantor's interest in the Easement Area, and Grantor may file an Affidavit of Facts Relating to Title for the purpose of giving public notice of any such reversion.  Upon termination and reversion as stated, the Grantee shall execute and deliver a recordable instrument of conveyance returning the herein described easement rights to Grantor and releasing any and all rights which may have been conveyed hereby.  Grantor shall be released from any obligation or liability to Grantee arising or resulting from the granting or termination.

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3.The rights granted herein do not include any rights of Grantee to construct or install any improvements without the written authorization of the Authority.

4.Grantor and Grantee agree to amend this Easement as necessary to meet the requirements of applicable building codes.

IN WITNESS WHEREOF, the Grantor, Columbus Regional Airport Authority, by its duly authorized officer Elaine Roberts, A.A.E., President & CEO of the Columbus Regional Airport Authority, duly authorized by Resolution No. 84-03, passed on the 25^th day of November, 2003, has caused this instrument to be executed and subscribed this 20^th day of January, 2004.

			COLUMBUS REGIONAL AIRPORT AUTHORITY
			A port authority created and existing under Revised Code Chapter 4582
/s/ Jeffery Schwab			/s/ Elaine Roberts
Witness			Elaine Roberts, A.A.E.
Print Name:		JEFFERY SCHWAB	President & CEO
/s/ Gretchen Sandusky
Witness
Print Name:	GRETCHEN SANDUSKY
STATE OF OHIO
COUNTY OF FRANKLIN, SS:

BE IT REMEMBERED, that on this 20^th day of January, 2004, the foregoing instrument was acknowledged before me on behalf of the Columbus Regional Airport Authority, by Elaine Roberts, A.A.E., President & CEO.

/s/ David Wayne Saleme
Notary Public
	DAVID WAYNE SALEME
This Instrument Prepared By:	Attorney At Law
	Notary Public, State of Ohio
	My Commission Has No Expiration Date
David W. Saleme	Section 147.03 R.C.
Associate Counsel, Real Estate
Columbus Airport Authority
4600 International Gateway
Columbus, Ohio 43219

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Exhibit A

[GRAPHIC]

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Exhibit B

[GRAPHIC]

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