Exhibit 10.6


 


RICKENBACKER INTERNATIONAL AIRPORT


COMMINGLING FUEL AGREEMENT


 


Between


 


COLUMBUS REGIONAL AIRPORT AUTHORITY


 


and


 


AIRNET SYSTEMS, INC.


 


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


 


BACKGROUND


 


WHEREAS, the
Authority, a subdivision of the State of Ohio created and existing under
Chapter 4582 of the Ohio Revised Code owns and operates the Rickenbacker
International Airport (hereinafter referred to as the Airport), located in the
counties of Franklin and Pickaway in the State of Ohio, on which there exists a
complex of buildings and related facilities for the service of aviation
activities; and


 


WHEREAS ,
pursuant to a lease of even date herewith (the “Lease”), AirNet has leased from
the Authority an area at the Airport upon which AirNet intends to construct a
facility to house its operations; and


 


WHEREAS, the
Authority desires to permit AirNet to store Aviation Fuel in its Fuel System
under the terms, conditions and provisions set forth in this Agreement; and


 


WHEREAS,
AirNet desires to store Aviation Fuel in the Fuel System under the terms,
conditions and provisions set forth in this Agreement, and


 


WHEREAS, the
Authority and/or its designated operator will operate and maintain the Fuel
System and other facilities; and


 


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WHEREAS, the
Authority desires to establish certain conditions with respect to the operation
of the Fuel System.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:


 


ARTICLE I- DEFINITIONS


 


In and
throughout this Agreement the following words shall have the following meanings
unless the context otherwise requires:


 


1.1                                 Agreement
means this Commingling Fuel Agreement.


 


1.2                                 Aircraft
means any machine that can derive support in the atmosphere from the reactions
of the air other than the reactions of the air against the earth’s surface.


 


1.3                                 Aircraft
Operator means any airline or other person operating one or more
aircraft at the Airport.


 


1.4                                 Airport
means the Rickenbacker International Airport.


 


1.5                                 Allocated
Share means the amount of Fuel allocable to AirNet.


 


1.6                                 Authority
means the Columbus Regional Airport Authority, owner of the Fuel System.


 


1.7                                 Aviation
Fuel or Fuel means aviation turbine fuel and any other fuel now or
hereafter used in the propulsion of Aircraft of the Aircraft Operators which
has been approved for storage in the Fuel System by the Authority.


 


1.8                                 Defueling
means the act of removing aviation fuel from an Aircraft.


 


1.9                                 Fuel
System means all fuel storage tanks, pumps, filtration systems, hydrant
systems and components associated with and used for the storage and transfer of
Aviation Fuel excluding equipment owned and/or operated by an Into-Plane Agent.


 


1.10                           Into-Plane
Agent means an aviation service company licensed by the Authority to
provide aircraft fueling and defueling services at Rickenbacker International
Airport.


 


1.11                           Supplier
means any person or corporation which has a contract with any Operator, or any
entity owned or controlled by such Operator, for the delivery of Aviation Fuel
to the Fuel System.


 


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1.12                           Throughput
means quantity received into and disbursed out of the Fuel System during a
given period of time.


 


1.13                           Operator
means any entity which stores Fuel in the Fuel System, including, when the
context requires, AirNet.


 


ARTICLE II - TERM


 


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


 


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


 


ARTICLE III - USE OF THE FUEL SYSTEM


 


3.1                                 AirNet
may contract with one or more Into-Plane Agents. The Authority shall establish,
and may amend from time to time, minimum qualification criteria for into-plane
and defueling services to Aircraft at the Airport (including minimum criteria
regarding the maintenance of insurance) and shall maintain a list of those
contractors authorized to operate at the Airport as an Into-Plane Agent and who
meet the then current minimum criteria. In the alternative, and with the prior
written consent of the Authority, which consent shall not be unreasonably
denied or delayed, AirNet may, by separate


 


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agreement with the Authority,
use its own employees for its into-plane and defueling service requirements.


 


The Aviation
Fuel, the delivery of which shall be monitored by the Authority, shall, subject
to the terms and conditions of this Agreement, at all times be and remain the
property of the Operator for whose account such Fuel is delivered. All Fuel
deliveries will be coordinated with the Authority and delivered at a time when
the Authority can monitor the off-loading of Fuel.


 


The nature of
the Fuel System is such as to require the co-mingling of all of the Fuel stored
therein. The Authority shall not be required to segregate the Fuel delivered on
behalf of any Operator, so long as such fuel meets all of the requirements and
specifications set forth in this Agreement.


 


The Authority
will authorize the installation of an AirNet provided anti-icing additive
injection system at one of the fuel system’s truck loading stands. The
installation and operation of such system will be in accordance with Authority
specifications and operating procedures. AirNet personnel will control access
to the system and be responsible for securing the system upon completion of
each use. Maintenance of the anti-icing additive injection system shall be the
responsibility of AirNet. AirNet shall be responsible for any damage to the
fuel system caused by AirNet’s operation or use of the anti-leing additive
injection system.


 


At no time
shall fuel from a defueling operation be placed in the fuel system.


 


ARTICLE IV - SERVICES


 


4.1                                 Authority
agrees to provide the necessary storage, security, equipment, material,
supplies, manpower and supervision necessary to operate the Fuel System.


 


4.2                                 AirNet
will contract for the purchase and delivery of Fuel from a Supplier mutually
agreed-upon by AirNet and Authority. AirNet will give written notification to
Authority of the name and location of such Supplier and authorization to order
from such supplier, and will inform Authority, in writing, of any subsequent
changes in Airnet’s Supplier during the term of this Agreement. If requested by
AirNet, Authority agrees to


 


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order Fuel in the name of and
on behalf of AirNet from such Supplier in accordance with the terms and
conditions of this Agreement.


 


4.3                                 All
Fuel must conform to the Aviation Fuel Specification ASTM D-1655, latest
revision.  Authority shall have the
right to reject any Fuel which does not meet ASTM D-1655, as it may be amended
from time to time.  Authority will notify
AirNet in the event that rejection of AirNet’s fuel becomes necessary.


 


4.4                                 Authority
will (a) perform quantity and quality checks on Fuel received on AirNet’s
behalf; (b) store Fuel in a manner consistent with good fuel handling practices
in order to preserve the integrity of the Fuel; and (c) issue the Fuel to
AirNet’s designated Into-Plane Agent in such quantities and at times as
requested by AirNet.


 


4.5                                 The
Authority further agrees to maintain proper accounting records showing AirNet’s
Fuel receipts, disbursements and current inventory; and Authority further
agrees to maintain quality control records in the form required by the Federal
Aviation Administration (FAA) and/or any other applicable governing entity, or
in such form as is otherwise mutually agreed upon by the parties and is
consistent with FAA requirements.


 


For purposes
of timely accounting of inventories, AirNet, or its appointed Into-Plane Agent,
will provide Authority with daily summary sheets of AirNet’s fueling activity
no later than 10:00 AM local time each day. 
Summary sheets will reflect AirNet’s activity for the prior twenty-four
(24) hour period starting at 7:00 AM the previous day and ending at 6:59 AM
local time that day.  The Authority has
the right to inspect AirNet’s, or its appointed Into-Plane Agent’s, fuel truck
meters and such other records as necessary to accomplish reconciliation of
inventories.


 


4.6                                 AirNet
shall, from time to time, provide the Authority with information regarding the
quantity of Fuel to be stored in the Fuel System and available for AirNet.  It is anticipated that the amount of Fuel to
be so stored in the Fuel System will be an amount equal to the number of
gallons of Fuel used by AirNet over a five-day period based upon AirNet’s most
recent operating activity at the Airport. 
If AirNet’s anticipated activity at the Airport will be different than
its normal operating activity, AirNet shall inform Authority and Authority
shall adjust the supply accordingly. 
The Authority will, if requested, from time to time, place orders for
Fuel on behalf of AirNet with AirNet’s


 


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designated Supplier in order to
maintain in the Fuel System a quantity of Fuel consistent with the guidelines
set forth above.  In no event shall
AirNet be permitted to have a negative Fuel balance in the Fuel System.  If AirNet does not have a sufficient supply
of Fuel available in the Fuel System, AirNet shall correct the deficiency in a
manner acceptable to Authority before any fuel is pumped by AirNet.


 


Authority
shall receive inventory and allocate Fuel commensurate with each Operator’s
inventory.  Notwithstanding the
foregoing, Authority agrees to obtain AirNet’s written consent prior to
delivering AirNet’s Fuel to any party other than AirNet.


 


Authority
shall be required to sign a fuel delivery ticket received from the Supplier,
and report deliveries of fuel into the Fuel System to AirNet in the manner
mutually agreed upon by AirNet and Authority.


 


AirNet’s
Supplier shall bill AirNet directly for Fuel ordered on AirNet’s behalf and
delivered into the Fuel System for AirNet’s use.  Supplier shall bill in accordance with the signed Fuel delivery
tickets signed by Authority.  AirNet
shall pay Supplier directly for such Fuel.


 


ARTICLE V- STANDARDS OF PERFORMANCE


 


5.1                                 Authority
agrees to perform the following services in connection with the storage of the
Fuel:


 


(i)                                     Receive
Fuel into storage from the designated Supplier, as set forth in Article IV;


 


(ii)                                  Provide
adequate personnel and equipment for Fuel storage;


 


(iii)                               Each
month, submit to AirNet inventory records recorded in net gallons, of the Fuel
received, stored and dispensed by Authority on behalf of AirNet during the
preceding month;


 


(iv)                              Make
Fuel available to AirNet’s designated Into-Plane Agent as requested by AirNet.


 


(v)                                 Update
AirNet’s inventory level of fuel in the Fuel System upon receipt of a Fuel
delivery ticket showing disbursal of fuel to AirNet by AirNet’s Into-Plane
Agent.


 


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(vi)                              Reconcile
daily the physical inventory of the Fuel to the calculated book inventory
adjusted to net gallons, and explain all operating overages and shortages to
AirNet’s reasonable satisfaction.


 


5.2                                 AirNet
shall have the right at any time during the term of this Agreement and for a
period of 2 years thereafter to review and inspect any and all of Authority’s
records relating to Fuel quality or Authority’s performance of the services
contemplated by this Agreement and to run any quality control or other test to
ensure that Authority’s equipment, procedures and other materials used in
performance of such services are carried out in accordance with the terms of
this Agreement.


 


5.3                                 AirNet
agrees to indemnify and hold harmless the Authority from all liabilities,
losses, costs, claims, or damages in any way related to the Fuel (and the possession
and use thereof) occurring after the delivery of such Fuel to AirNet’s
designated Into-Plane Agent.


 


ARTICLE VI - INSPECTION AND AUDIT


 


6.1                                 Inspection
and Audit:  Authority agrees that
all of its books and records relating to the services contemplated by this
Agreement shall be maintained and made available to AirNet or its authorized
representative for not less than two (2) years after the termination of this
Agreement, and shall upon 24 hours advance notice, during regular business
hours, be subject to inspection and audit by AirNet or its authorized
representative.


 


ARTICLE VII - NON-PERFORMANCE


 


7.1                                 AirNet
Non-Performance: AirNet agrees to maintain fueling activity levels at a
minimum of 150,000 gallons per 12 month period for the term of this Agreement.
Authorized use of the fuel system shall be discontinued and this Agreement
shall terminate if AirNet fails to maintain fueling levels of at least 150,000
gallons annually.  This requirement
shall be suspended, however, during any period the Airport is unavailable for
AirNet’s use due to circumstances not caused by AirNet (e.g., during periods of
national emergency).


 


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7.2                                 Authority’s
Non-Performance:  Authority shall be
responsible for all losses of Fuel that result from Authority’s gross
negligence or willful misconduct. 
Authority shall also be responsible for all losses or disappearances of
Fuel from inventory in excess of one quarter of one percent (.0025) of the
annualized Throughput of Fuel for AirNet (as reasonably determined by the
Authority), which cannot be reconciled to AirNet’s reasonable satisfaction, or
reasonably demonstrated by the Authority to be:


 


(i)                                     unrelated
to a breach of Authority’s obligation under this Agreement; or


 


(ii)                                  due
to a cause beyond Authority’s reasonable control.


 


7.3                                 Authority’s
Violations:  In the event that the
Authority violates any safety rule or regulation or, if Authority’s acts or
operations are not in compliance with Air Transport Association Specification
103, this Agreement shall be subject to cancellation by AirNet as provided
below.  AirNet must notify Authority of
any such violation and give Authority ten (10) days to correct the discrepancy.  If the discrepancy is not resolved to the
reasonable satisfaction of AirNet, AirNet may cancel this agreement by giving
Authority fifteen (15) days prior written notice.  Any of AirNet’s Fuel remaining in the Fuel System as of the date
of termination of this Agreement may be sold by AirNet to another Operator or
AirNet may remove the Fuel from the Fuel System under Authority’s supervision.


 


7.4                                 Fuel
Losses:  On the anniversary of the
commencement date of the term of this Agreement, and every anniversary
thereafter, Authority shall replace or pay AirNet for all losses or
disappearances of Fuel in excess of one quarter of one percent (.0025) of
annualized Throughput over the course of that year which has not been
reconciled or demonstrated not to have been caused by the Authority as provided
in Section 7.2 of this Agreement. 
Payment for Fuel not reconciled shall be calculated at the then current
market value.


 


ARTICLE VIII - CHARGES, FEES, COSTS & EXPENSES


 


8.1                                 For
the purposes of accounting, billing, collection, remittance and payment of the
fees and charges, as set forth in Exhibit A, “Schedule of Rates and Charges”,
which may be amended by the Authority from time to time, each party shall


 


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submit to the other such
reports (including monthly fuel reconciliations), documents and statements as
may be required by this Agreement.


 


8.2                                 AirNet
hereby agrees to pay the Authority on the terms set forth in this Agreement all
fees and charges owed to the Authority resulting from the storage of Fuel in
the Fuel System and the delivery of Fuel out of the Fuel System.  Fuel System Management Fees (described in
Exhibit A) will be assessed against AirNet based on the net gallons of fuel
received into the Fuel System on behalf of AirNet.  Fuel Flowage Fees owed to the Authority for Fuel delivered by
AirNet to a third party, non-inventory holder will be invoiced to AirNet.


 


8.3                                 Each
month the Authority shall invoice AirNet the sum of AirNet’s charges and fees
for the previous month’s activity, based upon the fees and charges set forth in
Exhibit A of this Agreement.  AirNet
shall remit to the Authority payment for invoiced amounts within thirty (30)
days of the date of the invoice. 
Payments not received by the due date shall be subject to a two percent
(2%) late fee.  For each additional 30
days the fees remain unpaid, an additional two percent (2%) fee shall be
assessed.


 


8.4                                 In
case of default by AirNet in the payment of the amount due hereunder, either in
whole or in part, the Authority may terminate use and access of the Fuel System
to AirNet.  Authority may, but is not
required to reinstate AirNet’s access to the Fuel System once all past due
fees, charges and late fees have been received in the manner provided in
Section 8.5 of this Agreement. 
Authority may also pursue any and all other legal or equitable remedies
available to the Authority.  AirNet will
be liable for all reasonable costs and expenses, including attorney’s fees,
expended by Authority in order to collect or attempt to collect the delinquent
payment.


 


8.5                                 Should
AirNet become insolvent, generally suspend its payments or fail to meet its
contractual obligations (including, without limitation, its obligations under
this Agreement) or become involved voluntarily or involuntarily in proceedings
declaring it to be bankrupt, the Authority shall have the right to suspend
AirNet from this Agreement upon ten (10) days’ written notice and AirNet shall
no longer have the right as an Operator to have Aviation Fuel delivered to it
from the Fuel System.  Following such
suspension and until such time, if any, as AirNet is reinstated as provided
below, AirNet


 


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shall be subject to the terms
hereof and subject to the right of the Authority to terminate the use of the
Fuel System and access to any Fuel belonging to AirNet during the continuance
of any payment default.  AirNet may
petition the Authority not less than one hundred eighty (180) days after such
suspension for reinstatement as an Operator. 
If AirNet cures its payment defaults hereunder and if AirNet furnishes
an irrevocable Letter of Credit in an amount and form deemed adequate by the
Authority, from a reputable bank reasonably acceptable to the Authority
guaranteeing AirNet’s obligations under this Agreement (or furnish other
evidence satisfactory to the Authority of its ability and intention to perform
its obligations under this Agreement), then AirNet shall be reinstated as an
Operator.


 


ARTICLE IX - TERMINATION OF OPERATIONS: ASSIGNMENT


 


9.1                                 If
AirNet terminates its operations at the Airport it shall be allowed to withdraw
from this Agreement subject to Section 9.2 hereof.  Otherwise, AirNet shall be allowed to withdraw from this
Agreement only with the approval of the Authority.


 


9.2                                 If
AirNet terminates its operations at the Airport it shall, in order to withdraw
from this Agreement, give notice to the Authority of its intention to do so
thirty (30) days in advance, which shall include provisions for the removal of
AirNet owned Fuel from the Fuel System, and shall therein establish an
effective date for such withdrawal, which date shall not precede the date
AirNet satisfies all of its known and liquidated obligations under this
Agreement; provided, however, AirNet shall remain fully liable for any
contingent or unknown obligation which accrued or arose with respect to events
occurring prior to the effective date of its termination hereunder.


 


9.3                                 The
rights granted under this Agreement for the use of the Fuel System are
non-exclusive and the Authority reserves the right to make the Fuel System
available to other entities upon such terms and conditions as the Authority
deems reasonable or necessary.


 


9.4                                 AirNet
will not sell, assign, transfer, pledge or otherwise dispose of or encumber
(collectively, for purpose of this Article 9, a transfer) any interest in this
Agreement to any entity unless the Authority gives its prior written consent to
such


 


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transfer.  The Authority will not unreasonably deny or
delay its written consent. 
Notwithstanding the foregoing, AirNet may assign this Agreement to an
affiliated company or any successor by virtue of merger, acquisition or
consolidation without Authority’s prior consent, provided that AirNet shall not
be released from its obligations under this Agreement.  Any assignee shall be liable to the
Authority to the same extent as AirNet and shall be bound by all terms and
conditions contained herein.  The Authority
may transfer any interest in this Agreement to any entity without the consent
of AirNet.


 


9.5                                 If
either party shall materially fail to perform or observe any of the terms,
covenants, or conditions of this Agreement, the other party may give written
notice of such default to that party. 
If any such default shall remain uncured for ten (10) days after
receiving written notice of any failure, then the party not in default may give
notice to the defaulting party of its election to terminate this Agreement, and
ten (10) days after the delivery of such notice, this Agreement shall cease and
terminate.  Such election to terminate
by either party shall not be construed as a waiver of any claims it may have
against the other party.  If, however,
any default, other than a monetary default, is of such a nature that it cannot
be cured within thirty (30) days and if the party in default shall have
commenced the cure of such default promptly after receipt of notice from the
other party and shall continuously and diligently proceed in good faith to cure
such default, then the period for correction shall be extended for such length
of time as is reasonably necessary (not to exceed 60 days) to complete such
cure.


 


ARTICLE X - MISCELLANEOUS


 


10.1                           Indemnification:          Except for matters
resulting from the negligence or intentional wrongful acts of Authority or its
directors, officers, employees, public officials or agents, AirNet will
indemnify and hold harmless Authority and its directors, officers, and
employees, public officials, and agents, against, any and all demands, claims,
causes of action, fines, penalties, damages, losses, liabilities, judgments,
and expenses for bodily injury, death, damage to property, any other personal
injury, and business interruption (including, without limitation, attorneys’
fees and court costs) incurred in connection with or arising from: (1) the use
of the Fuel System by AirNet, or


 


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its employees, agents,
contractors, invitees, visitors, any other person using the Fuel System under
the express or implied invitation of AirNet, or any person claiming under
AirNet; (2) any activity, work, or thing done, or permitted or suffered on or
about the Fuel System by AirNet, or its employees, agents, contractors,
invitees, visitors, any other person using the Fuel System under the express or
implied invitation of AirNet, or any person claiming under AirNet; (3) any
acts, omissions, or negligence of AirNet, or its employees, agents,
contractors, invitees, visitors, any other person using the Fuel System under
the express or implied invitation of AirNet, or any person claiming under
AirNet; (4) any breach, violation, or nonperformance by AirNet, or its
employees, agents, contractors, invitees, visitors, any other person using the
Fuel System under the express or implied invitation of AirNet, or any person
claiming under AirNet, of any term, covenant, or provision of this Agreement or
any law, ordinance, or governmental requirement of any kind; or, (5) any injury
or damage to the person, property, or business of AirNet, or its employees,
agents, contractors, invitees, visitors, any other person using the Fuel System
under the express or implied invitation of AirNet, or any person claiming under
AirNet.  If any action or proceeding is
brought against Authority, its directors, officers, employees, public
officials, or agents, by reason of any such claim, AirNet, upon notice from
Authority will defend the claim at AirNet’s expense with counsel satisfactory
to Authority.


 


10.2                           Wavier:      AirNet waives and releases
all claims against Authority, its directors, officers, employees, public
officials, and agents, customers, invitees, and licensees with respect to all
matters for which AirNet has indemnified Authority and its directors, officers,
employees, public officials, customers, invitees, and as provided above.


 


10.3                           Subordination:                 This Agreement
will be subordinate to the provisions and requirements of any existing or
future agreement between the Authority and the United States, relative to the
development, operation, or maintenance of Rickenbacker International Airport,
provided that in the event such existing or future agreements substantially
alter the terms and conditions of this Agreement, AirNet will have the option
to terminate this Agreement.  If AirNet
elects to terminate, the Authority, at its option, shall either (1) provide for
uninterrupted fueling supply and alternative fueling


 


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capacity at the Airport
consistent with the procedures set forth herein, in which case AirNet’s
election to terminate shall be deemed to have been rescinded and of no further
force or effect, or (2) accept AirNet’s termination of this Agreement, in which
case the Lease shall also be terminated and the Authority shall purchase the
Leasehold Improvements (as such term is defined in the Lease) and otherwise
reimburse AirNet consistent with the termination provisions set forth in
Section 1.P (Right to Relocate Tenant) of the Lease.


 


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


 


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


 


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


 


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


 


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


 


10.6                           Insurance:  The Authority will provide property
insurance against loss of AirNet’s Fuel being stored in the Fuel System or as a
result of the operation of the Fuel System by the Authority during the period
of time AirNet’s Fuel is held in the Fuel System.  Prior to its use of the Fuel System AirNet will provide liability
insurance for damages incurred by or asserted against the Authority or AirNet
as a result of AirNet’s use of the Fuel System and shall provide Authority with
a certificate of insurance naming Authority as an additional insured and
evidencing insurance coverage in the minimum amounts set forth in the
Lease.  Such certificate shall require
at least thirty days notice to Authority prior to any cancellation.


 


10.7                           Counterparts:  This Agreement may be executed in any number
of counterparts and by the parties on separate counterparts, and upon the
execution of a counterpart by AirNet and the Authority, this Agreement shall be
deemed fully executed and binding on the parties hereto and all of the
counterparts, taken together, shall constitute one instrument.


 


10.8                           Applicable
Law:  This agreement shall be
construed and performance hereunder shall be determined in accordance with all
applicable Federal, State of Ohio and local laws.  Any action brought pursuant to this Agreement shall be brought in
a court of competent jurisdiction within Franklin County, Ohio.


 


10.9                           Amendments:  This Agreement may be amended from time to time
upon the approval of the Authority and AirNet.


 


10.10                     Severability:  The invalidity of any Section of this
Agreement, or any amendment thereto, or any part thereof, shall not affect the
remaining portions of this Agreement. 
In the event that one or more Sections contained herein or any amendment
thereto or any part thereof should be held by any court of law to be invalid,
this


 


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Agreement shall be construed as
if such invalid Section or Sections or amendments thereto or parts thereof had
not been contained herein.


 


10.11                     Headings:  The headings of Articles and Sections herein
are for convenience only and shall not affect the construction hereof.


 


10.10                     Complete
Agreement:  This Agreement sets
forth the entire agreement between the parties with respect to the matters
dealt with herein.  No modification to
the terms of this Agreement shall be made or be binding unless made in writing
and signed by each of the parties.


 


10.13                     No
Personal Liability.  No director,
officer, employee, representative, or agent of the Authority or AirNet may be
held personally liable or in any way responsible for any liabilities, losses,
damages, injuries, costs, or expenses that may occur, arise, or be claimed to
have occurred or arisen directly or indirectly from or out of any cause
whatsoever relating in any manner to this Agreement, including without
limitation the rights and obligations of the Authority or AirNet under this
Agreement.


 


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


 


Prior to
AirNet’s commencement of actual use at the Airport:


AirNet
Systems, Inc.


3939
International Gateway


Columbus, OH
43219


Attn:  Chief Executive Officer


 


After AirNet’s
commencement of actual use at the Airport:


Addressed to
AirNet’s Premises at the Airport.


Attn:  Chief Executive Officer


 


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


 


15

















 


President
& CEO


Columbus
Regional Airport Authority


4600
International Gateway


Columbus, OH
43219


 


With copy to
General Counsel


 


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


 


16

















 


ARTICLE XI - ENTIRE AGREEMENT


 


This Agreement
contains eighteen (18) pages, and, together with Exhibit A, constitutes the
entire Agreement between the parties hereto, and will not be modified in any
manner except by an instrument in writing executed by said parties or their
respective successors in interest.  This
Agreement shall be construed according to the laws of the State of Ohio, and
such laws, rules, and regulations of the United States of America as may be
applicable.


 


In witness
whereof, the Columbus Regional Airport Authority has caused its name to be
subscribed to these presents by Elaine Roberts, A.A.E., President & CEO of
the Columbus Regional Airport Authority, and Airnet Systems, Inc., has caused
this instrument to be executed on its behalf by Joel E. Biggerstaff, its CEO.


 


	
   

  	
  Columbus Regional Airport Authority

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Elaine Roberts

  	
  1-20-04

  	
   

  
	
   

  	
  Elaine
  Roberts, A.A.E.

  	
  Date

  	
   

  
	
   

  	
  President
  & CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Airnet Systems, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joel E.
  Biggerstaff

  	
  1/15/04

  	
   

  
	
   

  	
  Name: Joel
  E. Biggerstaff

  	
  Date

  	
   

  
	
   

  	
  Title:1/16/04

  	
   

  	
   

  



 


17

















 


RICKENBACKER INTERNATIONAL AIRPORT


SCHEDULE OF RATES AND CHARGES


EXHIBIT “A” (EFFECTIVE July 1, 2003)


 


Landing
Fees:


 


	
  •

  	
   

  	
  Signatory Airline

  	
   

  	
  $1.44 per
  1000 pounds MCGLW

  
	
  •

  	
   

  	
  Non-Signatory Airline

  	
   

  	
  $1.81 per
  1000 pounds MCGLW

  
	
  •

  	
   

  	
  Commercial Minimum Landing Fee (12,500 lbs.
  or less) -

  	
   

  	
  $16.25 per
  landing

  
	
  •

  	
   

  	
  General Aviation Landing Fee (Only aircraft)
  over 60,000 MCGLW): Same as Signatory/Non-Signatory depending on the
  classification of the owner/operator.

  



 


Fuel
Flowage Fees 
(General Aviation Landing Fee/Aircraft less
than 60,000 MCGLW):


 




	
  •

  	
  Per Gallon of Aviation Fuel Sold at
  Retail/Wholesale

  	
   

  	
  $.05 per
  gallon.

  






 


Fuel
System Management Fees  (on all gallons processed into storage)      $.045 per gallon.


 


General
License / Commission Fees:


 




	
  •

  	
  Aeronautical
  Activities:  Two percent (2%) of the
  gross revenues derived from the conduct of all approved aeronautical
  activities.

  
	
   

  	
   

  	
   

  	
   

  
	
  •

  	
  Non-aeronautical Activities:

  	
   

  	
   

  
	
   

  	
  Car rental agencies:

  	
   

  	
  On airport
  agencies shall pay 10% of the gross-revenues derived from their activities.

  
	
   

  	
   

  	
   

  	
  Off airport
  car rental agencies shall pay 8% of the gross revenues derived from such
  activities.

  
	
   

  	
  Hotels:

  	
   

  	
  On airport
  hotel operators shall pay 3% of the gross revenues derived from their
  activities.

  






 


Aircraft
Parking Charges: (Daily Rates)


 


	
  Single
  Engine

  	
   

  	
  $

  	
  6

  
	
  Light Twin

  	
   

  	
  $

  	
  8

  
	
  12,500 -
  40,000

  	
   

  	
  $

  	
  20

  
	
  40,001 -
  90,000

  	
   

  	
  $

  	
  30

  
	
  90,001 -
  150,000

  	
   

  	
  $

  	
  50

  
	
  150,001 -
  250,000

  	
   

  	
  $

  	
  80

  
	
  250,001 -
  400,000

  	
   

  	
  $

  	
  100

  
	
  400,001 -
  Over

  	
   

  	
  $

  	
  150

  



 


•                       Parking
Charges for Signatory Airlines  do not apply on the first 24 hours,
weekends or holidays.


•                       Parking
Charges for Non-Signatory Airlines
apply after the first 6 hours.


•                       Parking
Charges for General Aviation aircraft
exceeding 60,000 lbs. apply after the first 6 hours.


•                       Parking
Charges for General Aviation aircraft less
than 60,000 lbs. apply when remaining over night.


•                       Parking
Charges for any General Aviation aircraft
based at the airport do not apply if the owner/operator rents hangar
or tie-down space from the Port Authority or the FBO.


•                       Monthly
Parking Charges for based aircraft using remote
aircraft ramp, as designated by the Authority, will be assessed at a
rate equal to 30% of the daily rate.


 


Definitions:


 


•                       Signatory - Having a lease or sublease of
a ground site or building space on in accordance with the Authority’s Rates
& Charges Policy.  An airline having
a contractual airline operating arrangement with an organization who has such a
lease on airport property.


•                       Non-signatory - Those operators who do not
have on an airport lease agreement with the Authority in accordance with the
Rates & Charges Policy.


•                       MCGLW - Maximum Certificated Gross Landing
Weight.


 


Rates and Charges are calculated within an annual period beginning
January 1st and ending December 31st.


 


18