Exhibit 10.5


 


RICKENBACKER INTERNATIONAL


 


AIRPORT


 


 


NON-PUBLIC


 


SELF-FUELING PERMIT


 


FOR


 


AIRNET SYSTEMS, INC.


 

















 


I.                                         PURPOSE


 


a.                                       Fuel trucks that
operate on airport ramps and bulk fuel storage facilities located at the
Airport must be professionally operated, managed, supervised and controlled to
minimize liability and assure optimum operational safety.  The operation of such specialized fueling
facilities and equipment on the airport shall be provided through Fixed Base
Operators (“FBOs”) who hold a Non-Exclusive License Agreement (“NELA”) and meet
the appropriate minimum standards for Rickenbacker International Airport
(“Airport”).


 


Recognizing
the need for certain grades and types of fuel that are not typically provided
by FBOs, and the desire of aircraft owners to service their own aircraft, the
following standards, rules and regulations are hereby established governing the
non-public self-fueling of aircraft by owners of aircraft based at the Airport.


 


b.                                      Permittee,
pursuant to a lease of even date herewith (the “Lease”), has leased from the
Authority an area at the Airport upon which Permittee intends to construct a
facility to house its operations. 
Permittee has also entered into a Commingling Fuel Agreement (the “Fuel
Agreement”) with the Authority pursuant to which Permittee will be storing and
dispensing Aviation Fuel in and from the Airport’s Fuel System.


 


II.                                     GENERAL


 


Parties
wishing to fuel their own aircraft at the Airport must possess a Non-Public
Self-Fueling Permit (“Permit”) issued by the Columbus Regional Airport
Authority (“Authority”) and, where required, from the Hamilton or Madison
Township Fire Department, and conform to the procedures outlined herein.  Such Parties shall hereinafter be referred
to as “Permittee”.


 


III.                                 LIMITATION OF PERMIT


 


Consistent
with the Minimum Standards (as defined in the Lease), unless specifically
allowed under a separate license Permittee shall be restricted from selling
and/or dispensing fuels to other airport users, including locally based and
transient aircraft.  Fueling of any
aircraft not owned or leased by the Permittee shall constitute a violation of
the Permit and is grounds for immediate revocation of the Permit.  Prior to issuance, and upon request of the
Authority, Permittee shall provide evidence of ownership or lease of any
aircraft being fueled.


 


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IV.                                 RESTRICTIONS


 


a.                                       Permittee
shall be permitted to fuel aircraft at the designated area(s) approved in
advance by the Authority.  The
dispensing and delivery shall be in accordance with all airport rules and
regulations and all applicable local, state, and federal rules and regulations
governing delivery of fuel into aircraft. 
Additionally, Permittee shall conform to the requirements defined in the
Uniform Fire Code (Part 24, latest edition), NFPA 407, Standard for Aircraft
Fuel Servicing, and Department of Transportation requirements for
identification and transportation of hazardous materials.  It shall be the responsibility of Permittee
to keep at all times informed of such rules and regulations.


 


b.                                      Fuel
equipment used by Permittee shall meet the minimum requirements established by
the Authority or other controlling agency.


 


c.                                       Permittee’s
fueling equipment may be parked or positioned on the premises designated
fueling area(s) only when actually dispensing fuel to Permittee’s aircraft.


 


d.                                      During
the dispensing of fuel into aircraft, the fueling vehicle shall be positioned
with a clear exit path and shall not obstruct other aircraft or vehicular movements.


 


e.                                       Fuel
nozzles shall not be blocked open with any foreign object or left unattended
during fueling operations.


 


f.                                         It
shall be the Permittee’s responsibility to maintain an adequate supply of
absorbent materials to immediately control and clean up small fuel spills.  ANY
fuel spill that is greater than 25 gallons or has reached the storm drain
system shall be immediately reported to the Airport Fire Department and the
Authority.  All other fuel spills shall
be reported to the Authority within one half (1/2) hour.


 


g.                                      With
regard to any spill or release of fuel, Permittee shall be responsible for, and
shall indemnify Authority from, reporting such spill or release to authorities,
as required by law, and all clean-up, including emergency response, product
recovery, soil and groundwater remediation. 
In the event Authority determines it is necessary, Authority has the
right to respond to and attempt to contain or remediate a spill or release at
Permittee’s expense.  Permittee shall
reimburse Authority within 30 days of receiving an invoice of such costs.


 


V.                                     MINIMUM FUELING EQUIPMENT REQUIREMENTS


 


a.                                       Fuel
transport and dispensing tanks/containers must comply with all applicable
federal, state and local regulations regarding the transportation and storage
of flammable or combustible liquids, i.e., automotive or aviation fuels.


 


b.                                      Fuel
transport container(s) shall not be less than twenty (20) gallons, painted red
and clearly marked with the type of fuel, i.e., MOGAS, and with “FLAMMABLE” and
“NO SMOKING WITHIN 50 FEET” placards on each container’s exterior.


 


c.                                       Fuel
dispensing containers shall have a valve mechanism such that water or other
contaminants can be drained from the lowest portion of the tank, unless
otherwise


 


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approved by
the Madison or Hamilton Township Fire Department.


 


d.                                      Fuel
dispensing pumps (and any associated electrical wiring), hoses, nozzles, and
filters shall meet all applicable federal, state and local requirements
pertaining to the dispensing of automotive gasoline or aviation fuels.  All dispensing equipment shall bear an
Underwriters Laboratory (UL) approved label.


 


e.                                       Aircraft
fueling apparatus shall be attended and operated only by persons instructed in
the proper use and operation of such fueling apparatus (“Operator”), in
accordance with all safety requirements.


 


f.                                         Two
(2) twenty (20) pound Class BC fire extinguishes are required and shall be
readily available to the Operator while transporting or dispensing automotive
or aviation fuels on the airport.  Fire
extinguishes shall be affixed to each side of any vehicle used to transport
automotive or aviation fuel.


 


g.                                      All
Persons other than the Operator(s) dispensing fuel and the aircraft flight crew
shall maintain a distance of at least fifty (50) feet from any aircraft being
fueled.


 


h.                                      Cables
for grounding and bonding the fuel dispensing system and the aircraft must be
provided by the Permittee.


 


i.                                          All
equipment shall be maintained in a clean, non-leaking condition and are subject
to inspection at any time by the Hamilton Township Fire Department, the Madison
Township Fire Department and Airport Management.


 


j.                                          Prior
to the first use of a self-fueling apparatus on the airport, the Permittee
shall present such apparatus for inspection to the Hamilton or Madison Township
Fire Department and obtain a signed certificate of compliance.


 


k.                                       The
fueling equipment shall be inspected annually by the Hamilton or Madison
Township Fire Department to ensure that the system is in good working condition
and that it is in compliance with all the requirements set forth herein.  Any applicable permit fee shall be paid to
the Hamilton or Madison Township Fire Department at the time of each annual
inspection and certification.


 


VI.                                 ADMINISTRATIVE FEE


 


Permittee
shall pay an annual Permit fee of $ 100.00 to the Authority.  Authority shall invoice Permittee for such
fee and it shall be payable by January 1st each year.  Should this permit be issued for less than a
full year the fee for the first year shall be prorated.


 


VII.                             FUEL FLOWAGE FEE


 


Permittee
shall pay fuel flowage fees as outlined in Exhibit “A” on a monthly basis in
accordance with the terms of the Fuel Agreement.


 


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VIII.                       INSURANCE REQUIREMENTS


 


Permittee, at
his/her sole cost and expense and for the full term of this permit or any
renewal thereof, shall obtain and maintain in full force and affect the
insurance coverage required by the Lease.


 


IX.                                INDEMNIFICATION


 


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


 


X.                                    PERMIT PROVISIONS


 


a.                                       This
permit shall be subordinate to the requirements of any existing or future
agreement between the Authority and the United States, relative to the
development, operation or maintenance of the Airport.


 


b.                                      The
Permittee agrees that it will not make use of the airport premises in any
manner which might interfere with the landing, taking-off or taxiing of any
aircraft from the Airport or otherwise constitute a hazard.  In the event the aforesaid covenant is
breached, the Authority has the right to cause the abatement of such
interference at the expense of the Permittee. 
Permittee shall reimburse Authority for such expenses within thirty (30)
days of receiving an invoice therefore.


 


c.                                       This
permit and all the provisions hereof shall be subject to whatever right the
United


 


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States
Government now has or in the future may have or acquire affecting the control,
operation, regulation and taking over of said airport or the exclusive or
non-exclusive use of the airport by the United States during time of war or
national emergency.


 


XI.                                MODIFICATION OR REVOCATION OF PERMIT


 


Authority may
modify or revoke this permit upon thirty (30) days advance written notice to
Permittee, provided such modification or revocation does not result in
Permittee being treated less favorably than other similarly situated
Permittees.  In the event Authority
believes Permittee’s actions under this permit are creating a health or safety
hazard.  Authority may suspend the
permit until Authority is satisfied the hazard no longer exists.


 


If Permittee
shall at any time during the term of this Permit fail to conform to the terms,
conditions, or provisions of this permit, the Authority may give ten (10) days
advance written notice of intent to revoke and terminate any and all rights and
privileges granted herein.  Permittee
shall have ten (10) days after receiving such notice to either conform to the
requirements of this Permit or to file a written notice of protest to the
notice address identified in Section XVII. 
The decision of the President & CEO to revoke and terminate all
permitted rights and privileges is final.


 


XII.                            ASSIGNMENT


 


This Permit is
not assignable by operation of law or otherwise.  Permittee shall not assign, sublet or transfer this permit or any
of the privileges contained herein.  It
is specifically stipulated and agreed that Permittee will not sublet any of the
rights herein whereby other operators share in the privileges or the services
authorized herein.


 


XIII.                        TERM


 


This permit
shall be effective upon the date of its acceptance and shall continue for a
term coincident with that of the Fuel Agreement.


 


XIV.                        PERMITTEE NOT AN AGENT OF AUTHORITY


 


Issuance of
this permit or any acts of Permittee under this permit shall not in any way
constitute Permittee as an agent, contractor, licensee, or employee of the
Authority for any purpose.


 


XV.                            AUTHORITY’S LIABILITY


 


Notwithstanding
anything herein to the contrary, Authority shall not be liable for damages to
Permittee, including, but not limited thereto, loss of profits or revenues, or
special or consequential damages of any nature for any delays in fuel
deliveries, or failure of fuel deliveries, to Permittee.


 


XVI.                        DIRECTOR’S LIABILITY


 


Notwithstanding
anything herein to the contrary, no Officer, Director, employee, or agent of
Authority shall have any liability in any way connected with this permit.


 


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XVII.                    NOTICES


 


All written
notices given in conjunction with this permit shall be effective upon deposit
in the mails, postage prepaid, to the applicable address:


 


 


	
  AUTHORITY:

  	
   

  	
  PERMITTEE:

  
	
  President
  & CEO

  	
   

  	
  Airnet
  Systems, Inc.

  
	
  Columbus
  Regional Airport Authority

  	
   

  	
  3939
  International Gateway

  
	
  Rickenbacker
  International Airport

  	
   

  	
  Columbus, OH
  43219

  
	
  4600
  International Gateway

  	
   

  	
  Attn:  Chief Executive Officer

  
	
  Columbus, OH
  43219

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:  Chief Executive Officer

  
	
  With copy to
  General Counsel

  	
   

  	
   

  



 


 


	
  COLUMBUS REGIONAL AIRPORT

  	
  AIRNET SYSTEMS, INC.

  
	
  AUTHORITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Elaine
  Roberts

  	
   

  	
  /s/ Joel E.
  Biggerstaff

  	
   

  
	
  Elaine
  Roberts, A.A.E.

  	
  By

  	
  Joel E.
  Biggerstaff

  	
   

  
	
  President
  & CEO

  	
  Title:

  	
   

  	
  CEO

  	
   

  
	
   

  	
   

  
	
  Date 

  	
  1-20-04

  	
   

  	
  Date 

  	
  1/15/04

  	
   

  
										



 


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Exhibit A


 


RICKENBACKER INTERNATIONAL AIRPORT


SCHEDULE OF RATES AND CHARGES


EXHIBIT “A” (EFFECTIVE July 1, 2003)


 


Landing
Fees:


 


	
  •

  	
   

  	
  Signatory Airline

  	
   

  	
  $1.44 per
  1000 pounds MCGLW

  
	
  •

  	
   

  	
  Non-Signatory Airline

  	
   

  	
  $1.81 per
  1000 pounds MCGLW

  
	
  •

  	
   

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

  	
   

  	
  $16.25 per
  landing

  
	
  •

  	
   

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

  



 


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


 




	
  •

  	
   

  	
  Per Gallon
  of Aviation Fuel Sold at Retail/Wholesale

  	
   

  	
  $.05 per
  gallon.

  






 


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


 


General
License / Commission Fees:


 




	
  •

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •

  	
   

  	
   Non-aeronautical Activities:

  	
   

  	
   

  
	
   

  	
   

  	
  Car rental
  agencies:

  	
   

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

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
  Hotels:

  	
   

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

  






 


Aircraft
Parking Charges: (Daily Rates)


 


	
  Single
  Engine

  	
   

  	
  $

  	
  6

  
	
  Light Twin

  	
   

  	
  $

  	
  8

  
	
  12,500 -
  40,000

  	
   

  	
  $

  	
  20

  
	
  40,001 -
  90,000

  	
   

  	
  $

  	
  30

  
	
  90,001 -
  150,000

  	
   

  	
  $

  	
  50

  
	
  150,001 -
  250,000

  	
   

  	
  $

  	
  80

  
	
  250,001 -
  400,000

  	
   

  	
  $

  	
  100

  
	
  400,001 - Over

  	
   

  	
  $

  	
  150

  



 


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


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


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


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


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


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


 


Definitions:


 


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


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


•                       MCGLW
- Maximum Certificated Gross Landing Weight.


 


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


 


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