Exhibit 10.7


 


NON-EXCLUSIVE ACCESS EASEMENT


 


KNOW ALL MEN BY THESE PRESENTS,
THAT THE COLUMBUS REGIONAL AIRPORT AUTHORITY, (hereinafter referred to as
“Authority” or “Grantor”), a port authority duly created and existing under
Chapter 4582 of the Ohio Revised Code, for One Dollar ($1.00) and other good
and valuable consideration paid by AIRNET SYSTEMS, INC.  (hereinafter referred to as “Grantee”), the
receipt of which is hereby acknowledged, does hereby provide and grant unto
said Grantee, its successors and assigns, a non-exclusive easement and
right-of-way (the “Easement”) over and across the following described real
property (the “Easement Area”), for so long as the Easement is used solely for
the purposes herein mentioned, for the purpose of providing a means of
vehicular ingress to and egress from (a) the real property leased by Grantee
from Grantor and (b) Port Road, a public roadway, such Easement Area being more
particularly described as follows:


 


(SEE LEGAL DESCRIPTION ATTACHED
HERETO AS EXHIBIT “A” AND MADE A PART HEREOF)


 


For reference only, the
foregoing described Easement is granted across real property commonly known as
Alan Schwarzalder Street, a private street located at Rickenbacker
International Airport (“Airport”).


 


The Easement is granted, subject
to the conditions, restrictions, and limitations contained herein.  The recording of this Non-Exclusive Access
Easement or use of the Easement by the Grantee, for itself and its successors
and assigns, shall be deemed acknowledgment and acceptance by Grantee of all
terms and conditions, restrictions, and limitations contained herein, which
shall be effective and binding upon the Grantee, its successors and
assigns.  The Easement shall constitute
an appurtenance to the real property which Grantee leases from Grantor pursuant
to a lease dated January 20, 2004, a Memorandum of which is recorded as
Instrument No.
                                                
in the Recorder’s Office, Franklin County, Ohio (the “Lease”).


 


1.             Grantee assumes the risk and shall indemnify and hold
harmless Grantor and/or Grantors’ directors, officers, employees, public
officials, agents, customers, invitees, and licensees against, any and all
demands, claims, causes of action, fines, penalties, damages, losses, liabilities,
judgments, and expenses for bodily injury, death, any other personal injury,
damage to real or personal property, and business interruption (including,
without limitation, attorneys’ fees and court costs) incurred in connection
with or arising from: (1) the use or occupancy of the Easement Area by Grantee,
or its employees, agents, contractors, invitees, visitors, any other person
entering upon the Easement Area under the express or implied invitation of
Grantee, or any person claiming under Grantee; (2) any activity, work, or thing
done, or permitted or suffered on or about the Easement Area by Grantee, or its
employees, agents, contractors, invitees, visitors, any other person entering
upon the Easement Area under the express or implied invitation of Grantee, or
any person claiming under Grantee; (3) any acts, omissions, or negligence of
Grantee, or its employees, agents, contractors, invitees, visitors, any other
person entering upon the Easement Area under the express or implied invitation
of Grantee, or any person claiming under Grantee; (4) any breach, violation, or
nonperformance by Grantee, or its employees, agents, contractors, invitees,
visitors, any other person entering upon the Easement Area under the express or
implied invitation of Grantee, or any person claiming under Grantee, of any
term, covenant, or provision of this Non-Exclusive Access Easement or any law,
ordinance, or governmental requirement of any kind; or, (5) (except for loss of
use of all or any portion of the Easement Area or Grantee’s property located
within the Easement Area which is proximately caused by or results proximately
from the negligence or willful misconduct of Grantor), any injury or damage to
the person, property, or business of Grantee, or its employees, agents, contractors,
invitees, visitors, any other person entering upon the


 


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Easement Area under the express
or implied invitation of Grantee, or any person claiming under Grantee.  If any action or proceeding is brought
against Grantor and/or Grantors’ directors, officers, employees, public
officials, agents, customers, invitees, or licensees by reason of any such
claim, Grantee, upon notice from Grantor, will defend the claim at Grantee’s
expense with counsel satisfactory to Grantor.


 


2.                                       Grantor
expressly reserves a reversionary interest in the Easement Area.  Grantee shall not share, lease, assign,
sell, convey, or transfer all or any part of the Easement or rights granted
herein.  In the event (a) Grantee should
cease to use the easement for any consecutive three (3) year period, (b)
Grantee’s Lease terminates, (c) the private roadway located within the Easement
Area (the “Roadway”) becomes a publicly dedicated roadway, or (d) Grantee
abandons, disuses, shares, leases, sells, assigns, conveys, or transfers all or
any part of the Easement, or rights granted herein, the Easement and all rights
connected therewith shall terminate and revert to Grantor in accordance with
the Grantor’s interest in the real property, and a Grantor may file an
Affidavit of Facts Relating to Title for the purpose of giving public notice of
any such reversion.  Upon termination
and reversion as stated, the Grantee shall execute and deliver a recordable
instrument of conveyance returning the herein described easement rights to
Grantor and releasing any and all rights which my have been conveyed
hereby.  Grantor shall be released from
any obligation or liability to Grantee arising or resulting from the granting
or termination.


 


3.                                       Grantee
agrees to be responsible for all costs related to damage to Grantors’ real
property or interest therein, which damage was occasioned by or resulted from
the Grantee’s use of the Easement. 
Grantee agrees to limit the size and weight of the vehicular traffic to
that which the Roadway was designed to carry. 
Until such time as the Roadway is dedicated as a public roadway, Grantor
shall be responsible for the maintenance (including snow removal) and repair
thereof and shall keep the same in a good and usable condition, free of
obstruction.


 


4.                                       The
rights granted herein do not include any rights of Grantee to construct or
install any improvements in the Easement Area without the written authorization
of the Authority.


 


5.                                       The
rights granted herein are nonexclusive and shall not be construed to interfere
with or restrict the Grantor’s paramount right to use the Easement Area for any
and all public purposes, to fully use and enjoy the property, or construct and
maintain property improvements, including without limitation roadways,
waterlines, sanitary sewers, electric and cable systems, and airport
facilities, in, over, under, across and through Easement Area, so long as such
use and enjoyment does not unduly interfere with the use of the Easement for
the purposes granted to Grantee. 
Grantor reserve the right to designate reasonable access points for
Grantee, and Grantee shall be restricted to use of such access points
designated by Grantor.  Grantee shall
construct no additional roads or drives on Grantors’ property.  Grantor reserves the right to take all steps
necessary or desirable for airport security and for compliance with laws, rules
and regulations including, without limitation, FAA regulations, guidelines,
grant assurances, and Airport Rules and Regulations.


 


6.                                       Grantee
shall not permit or suffer to exist any mechanics or materialman’s lien of any
kind or nature against the Easement Area or other lands owned by Grantor for
any work done or materials furnished at the instance, request, or on behalf of
Grantee.  Grantee shall indemnify and
hold harmless Grantor against any and all liens, claims, demands, costs, and
expenses of any nature connected with or arising out of such work done or
materials furnished.


 


7.                                       All
activities conducted on the Easement Area by Grantee shall be conducted in
compliance with all laws, ordinances, rules, and regulations including, without
limitation, environmental, land use, and public utility laws, rules and
regulations.  This includes, but is not
limited to, any rules, regulations, and/or permitting process established by
Grantor to regulate access to the Easement Area in addition to the terms
contained herein.  The obligations of
Grantee to Grantor (and the venue provision) shall survive


 


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the termination of this
Easement and/or reversion of the Easement Area.  Any claim brought pursuant to the terms of this Easement shall be
brought in the Franklin County Court of Common Pleas or in U.S. District Court
for the Southern District of Ohio, Eastern Division, in Columbus, Ohio.


 


IN WITNESS WHEREOF, the
Grantor, Columbus Regional Airport Authority, by its duly authorized officer
Elaine Roberts, President & CEO of the Columbus Regional Airport Authority,
duly authorized by Resolution No. 83-03, passed on the 25th day of November,
2003, has caused this instrument to be executed and subscribed this 20th day of
January, 2004.


 


 


	
   

  	
  COLUMBUS
  REGIONAL AIRPORT AUTHORITY

  
	
   

  	
  A port
  authority created and existing under Revised

  Code Chapter 4582

  
	
   

  	
   

  
	
  /s/ Jeffery
  Schwab

  	
   

  	
  /s/ Elaine
  Roberts

  	
   

  
	
  Witness

  	
  Elaine
  Roberts, A.A.E.

  
	
  Print Name:
  JEFFERY SCHWAB

  	
  President
  & CEO

  
	
   

  	
   

  
	
  /s/ Gretchen
  Sandusky

  	
   

  	
   

  
	
  Witness

  	
   

  
	
  Print Name:
  GRETCHEN SANDUSKY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF
  OHIO

  	
   

  
	
  COUNTY OF
  FRANKLIN, SS:

  	
   

  



 


BE IT REMEMBERED, that on this
20th day of January, 2004, the foregoing instrument was acknowledged before me
on behalf of the Columbus Regional Airport Authority, by Elaine Roberts,
A.A.E., President & CEO.


 


	
  /s/ David
  Wayne Saleme

  	
   

  	
   

  
	
  Notary
  Public

  



 


	
  DAVID WAYNE SALEME

  Attorney At Law

  Notary Public, State of Ohio

  My Commission Has No Expiration Date

  	
   

  
	
  Section 147.03 R.C.

  	
   

  
	
  This
  Instrument Prepared By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  David W.
  Saleme, Esq.

  	
   

  
	
  Associate
  Counsel, Real Estate

  	
   

  
	
  Columbus
  Airport Authority

  	
   

  
	
  4600
  International Gateway

  	
   

  
	
  Columbus,
  Ohio 43219

  	
   

  



 


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Exhibit A


 


[GRAPHIC]


 


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