Exhibit 10.1


 


LAND LEASE


 


AT


 


RICKENBACKER INTERNATIONAL AIRPORT


 


BETWEEN


 


COLUMBUS REGIONAL AIRPORT AUTHORITY


 


AND


 


AIRNET SYSTEMS, INC.


 

















 


TABLE OF CONTENTS


 


	
  Section I – Essential Lease Provisions

  	
   

  
	
  Section II – Additional Expenses for the
  Tenant

  	
   

  
	
  Section III – Tenant’s Conduct

  	
   

  
	
  Section IV – Giving the Tenant Rights

  	
   

  
	
  Section V – Construction Obligations

  	
   

  
	
  Section VI – Preserving the Premises

  	
   

  
	
  Section VII – Preserving the Authority’s
  Interest in Improvements

  	
   

  
	
  Section VIII – Protecting the Authority

  	
   

  
	
  Section IX – Termination

  	
   

  
	
  Section X – Regulatory Provisions

  	
   

  
	
  Section XI – Other Provisions

  	
   

  
	
  Section XII – Address for Notices

  	
   

  
	
  Section XIII – Leasehold Financing

  	
   

  
	
  Section
  XIV – Entire Agreement

  	
   

  
	
  Exhibit
  A – Premises

  	
   

  
	
  Exhibit
  B – Survey

  	
   

  
	
  Exhibit
  C – Expansion – Hangar/Sort Facility Expansion Area

  	
   

  
	
  Exhibit
  D – Expansion – Office Site

  	
   

  
	
  Exhibit
  E – Rent Schedule

  	
   

  
	
  Exhibit
  F – Deed

  	
   

  
	
  Exhibit
  G – Rickenbacker Airport

  	
   

  
	
  Exhibit
  H – Rickenbacker Airport Rules and Regulations

  	
   

  
	
  Exhibit
  I – Site Dimension Plans

  	
   

  
	
  Exhibit
  J – Site Preparation Work

  	
   

  
	
  Exhibit
  K – Ramp

  	
   

  
	
  Exhibit
  L – Tenant Work Permit

  	
   

  
	
  Exhibit M – Deleted

  	
   

  
	
  Exhibit
  N – Easement

  	
   

  
	
  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.


 


11

















 


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


 


12

















 


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


 


14

















 


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.


 


15

















 


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.


 


16

















 


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


 


17

















 


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


 


18

















 


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).


 


19

















 


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


 


20

















 


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.


 


21

















 


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.


 


22

















 


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


 


23

















 


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.


 


24

















 


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.


 


25

















 


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,


 


26

















 


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


 


27

















 


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


 


28

















 


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:


 


29

















 


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


 


30

















 


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.


 


31

















 


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


 


32

















 


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


 


33

















 


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


 


34

















 


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.


 


35

















 


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.


 


36

















 


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.


 


37

















 


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.


 


38

















 


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.


 


39

















 


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.


 


40

















 


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.)


 


41

















 


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 20th, 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 15th, 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

  



 


42

















 


Exhibit
A - Premises


 


[GRAPHIC]


 


DEPICTING PREMISES


 


43

















 


Exhibit
B - Survey


 


To be inserted upon completion of survey.


 


44

















 


Exhibit
C – Expansion –
Hangar/Sort Facility Expansion Area


 


To be inserted upon completion of survey.


 


45

















 


Exhibit
D – Expansion –
Office Site


 


To be inserted upon completion of survey.


 


46

















 


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.


 


47

















 


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 22nd 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 30th day of March, 1984, (“1984 Deed”) and recorded in the
deed records of the Franklin County Recorder’s Office on the 17th
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


 


1

















 


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 31st day of December, 2002 (“2002 Deed”) and recorded
in the deed records of the Franklin County Recorder’s Office on the 2nd
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.


 


2

















 


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


 


4.1         The 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


 


5.1         The 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.


 


5.2         The 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


 


3

















 


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.


 


6.2         Notice 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


 


4

















 


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.


 


8.1         The 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


 


6

















 


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).


 


7

















 


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.


 


9

















 


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.


 


8.10   The 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.


 


8.14                           Unless
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.


 


8.15                           If
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.


 


11

















 


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.


 


12

















 


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)


 


13

















 


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

  	
   

  
				



 


14

















 


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

  	
   

  



 


i

















 


	
  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

  	
   

  



 


vi

















 


	
  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

  	
   

  



 


vii

















 


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.


 


1

















 


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


 


2

















 


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.


 


3

















 


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.


 


4

















 


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.


 


5

















 


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.


 


6

















 


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.


 


7

















 


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.


 


8

















 


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.


 


9

















 


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.


 


10

















 


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.


 


11

















 


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.


 


12

















 


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.


 


13

















 


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.


 


14

















 


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.


 


15

















 


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


 


16

















 


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.


 


17

















 


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.


 


18

















 


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


 


19

















 


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


 


20

















 


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.


 


21

















 


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


 


22

















 


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.


 


23

















 


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.


 


24

















 


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


 


25

















 


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.


 


26

















 


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


 


27

















 


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.


 


28

















 


Exhibit
I – Site
Dimension Plans


 


[GRAPHIC]


 


29

















 


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


 


30

















 


Exhibit
K – Ramp


 


[GRAPHIC]


 


To be updated upon completion of design.


 


31

















 


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


32

















 


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


 


33

















 


Exhibit
N – Easement


 


[GRAPHIC]


 


34

















 


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


 


2

















 


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.


 


3

















 


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

  



 


4

















 


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

  



 


5

















 


                                       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


 


6