Exhibit 10.2


 


LEASEHOLD IMPROVEMENTS PURCHASE AGREEMENT


 


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


 


Background


 


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


 


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


 


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


 


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


 


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


 


1

















 


Agreement


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


§5.                                Closing Contingencies.


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


(i.)          Terminate this Agreement, or


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


 


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


 


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


 


6

















 


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


 


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


 


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


 




	
  If to Seller:

  	
   

  	
  If to Buyer:

  
	
   

  	
   

  	
   

  
	
  AirNet Systems, Inc.

  	
   

  	
  Columbus Regional Airport Authority

  
	
  Attn: Chief Executive Officer

  	
   

  	
  Attn: President & CEO

  
	
  3939 International Gateway

  	
   

  	
  4600 International Gateway

  
	
  Columbus, Ohio 43219

  	
   

  	
  Columbus, Ohio 43219

  






 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 




	
  SELLER

  	
   

  	
  BUYER

  
	
   

  	
   

  	
   

  
	
  AIRNET SYSTEMS,
  INC.

  	
   

  	
  COLUMBUS REGIONAL
  AIRPORT

  AUTHORITY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Joel E. Biggerstaff

  	
   

  	
   

  	
  By:

  	
  /s/ Elaine Roberts

  	
   

  
	
   

  	
   

  	
  Joel E. Biggerstaff, CEO

  	
   

  	
   

  	
  Elaine Roberts, President and CEO

  
								






 


8

















 


EXHIBIT A


 


Items Not Included in Leasehold Improvements


 


Emergency generators


Air compressors


Vehicle lift in auto garage


Equipment in engine rebuilding/cleaning area


Flight simulators


Shelving


Personal property


 


9

















 


Exhibit B


Deed & Bill of Sale


 


DEED AND BILL OF SALE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


 


	
   

  	
  AIRNET SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  



 


STATE OF OHIO,


FRANKLIN COUNTY, SS:


 


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


 




	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  






 


 


This Instrument Prepared By:


Gary E. Davis, Esq.


Vorys, Sater, Seymour and Pease


52 East Gay Street


P.O. Box 1008


Columbus, Ohio 43216-1008


 


11

















 


Exhibit C


Lease Termination Agreement


 


LEASE TERMINATION AGREEMENT


 


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


 


Background Information


 


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


 


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


 


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


 


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


 


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


 


12

















 


Exhibit C


Lease Termination Agreement


 


AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


	
   

  	
  AIR NET SYSTEMS, INC., an
  Ohio corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COLUMBUS REGIONAL AIRPORT AUTHORITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Elaine Roberts, President and CEO

  
	
   

  	
   

  
	
   

  	
  (Notaries on following Page)

  



 


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STATE OF OHIO,


COUNTY OF FRANKLIN, ss:


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


 


STATE OF OHIO,


COUNTY OF FRANKLIN, ss:


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  



 


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