EX-10.21



 








EXHIBIT 10.21




AMENDMENT NO. 2 TO LAND LEASE




          This Amendment No. 2 to Land Lease is made and entered into to be effective as of the  29
 day of  OCT. , 2004 by and between COLUMBUS REGIONAL AIRPORT AUTHORITY (the
“Authority”) and AIRNET SYSTEMS, INC. (“AirNet” or “Tenant”).




Preliminary Statements





	 	A.	 	The Authority and AirNet have previously entered into that certain Land Lease
at Rickenbacker International Airport dated as of January 20, 2004 (the “Lease”).
	 
	 	B.	 	Authority and AirNet executed Amendment #1 to the Lease dated April 5, 2004, to
(i) extend the time to complete construction of the Leasehold Improvements and (ii) to
permit AirNet to construct a small portion of the Ramp.
	 
	 	B.	 	Consistent with the language found in Section I, Paragraph C. “Premises -
Size”, of the Lease the Authority and AirNet now desire to amend the Lease to attach a
survey identifying the entire Premise occupied by AirNet.





          Now, therefore, in consideration of the foregoing and other good and valuable consideration,
the Authority and AirNet hereby covenant and agree as follows:





	 	1.	 	The Lease is hereby amended by deleting Exhibit B and inserting
the attached survey as Exhibit B.
	 
	 	2.	 	All references, calculations, obligations, and responsibilities
in the Lease that are based on the size of the Premises will now reflect the
actual size identified in the survey of 8.648 acres. This includes, but is not
limited to: Rent calculations, Taxes and Assessments, Insurance coverage, and
liability and indemnity references.
	 
	 	3.	 	The parties hereby ratify and confirm the Lease, as the same is
modified and amended hereby, and agree to perform and observe all of their
obligations and duties under the Lease, as the same is modified and amended
hereby.




 









 












          IN WITNESS WHEREOF, the parties have caused this second Amendment to Lease to be executed by
their duly authorized officers to be effective as of the date first above written, regardless of
the actual date of execution by either party.




COLUMBUS REGIONAL AIRPORT AUTHORITY




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elaine Roberts   [CRAA Legal Seal]	 	 
	 

	 	 	 	 

Elaine Roberts, President and CEO
	 	 
	 
	 	 	 	 	 	 
	 	 	AIRNET SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ken Wright	 	 
	 

	 	 	 	 

Kendall Wright, V.P.
	 	 






STATE OF OHIO

COUNTY OF FRANKLIN  SS:




     The
foregoing instrument was acknowledged before me this

2nd
 day of
 Nov. , 2004 by Elaine Roberts, President and CEO of the Columbus Regional Airport
Authority, on behalf of the Authority.



	 	 	 	 	 
	 

	 	/s/ Laura J. Morgan	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	[Notary Seal]
	 	LAURA J. MORGAN
	 

	 	 	 	  Notary Public, State of Ohio
	 

	 	 	 	My commission expires 9-15-2009






STATE OF OHIO

COUNTY OF FRANKLIN  SS:




     The
foregoing instrument was acknowledged before me this

29th
 day of
 Oct. , 2004 by Kendall Wright, V.P. of AirNet Systems, Inc., an Ohio corporation, on
behalf of the corporation.



	 	 	 	 	 
	 

	 	/s/ Ann Mancuso	 	 
	 	 	 
	 

	 	Notary Public	 	 
	 

	 	[Notary Seal]
	 	ANN MANCUSO
	 

	 	 	 	  Notary Public, State of Ohio
	 

	 	 	 	   My Commission Expires
	 

	 	 	 	          8/30/06






 









 






Exhibit B — Survey




DESCRIPTION OF 8.648 ACRES

(LEASE AREA AT RICKENBACKER)




     Situate in the State of Ohio, County of Franklin, Township of Hamilton, Section
1, Township 3, Range 22, of the Congress Lands, and being part of 2995.065 acre
(Tract 1) as conveyed to Columbus Municipal Airport Authority by deed of record in
Instrument Number 200301020000768, and part of a 255.289 acre (Tract 11) as conveyed
to Columbus Regional Airport Authority n by deed of record in Instrument Number
20041210015232, all records of the Recorder’s Office, Franklin County, Ohio and being more particularly
described as follows:


Begin for reference at an iron pin found in a common line between said 2995.065 acre
and 255.289 acre tracts at the intersection with the southerly right-of-way line of
Port Road (fka Curtis Lemay Avenue) as designated and delineated on “Dedication of Curtis Lemay
Avenue and Alum Creek Drive” of record in Plat Book 76, Page 46;



Thence South 86°09’45” West, a distance of 337.61 feet, along the southerly
right-of-way line of said Port Road to a point;



Thence South 03°50’15” West, a distance of 907.18 feet, on, over and across said
2995.065 acre and 255.289 acre tracts to the Point of True Beginning for the herein
described tract:



Thence the following nine (9) courses and distances on, over and across the said
2995.065 acre and 255.289 acre tracts:





	 	1.	 	South 44°25’19” East, a distance of 122.36 feet,
to an iron pin set;
	 
	 	2.	 	South 84°10’59” East, a distance of 34.00 feet, to
an iron pin set;
	 
	 	3.	 	North 45°34’41” East, a distance of 101.68 feet,
to an iron pin set;
	 
	 	4.	 	South 44°25’19” East, a distance of 478.28 feet,
to an iron pin set;
	 
	 	5.	 	South 03°42’17” West, a distance of 434.99 feet,
to an iron pin set;
	 
	 	6.	 	South 45°34’41” West, a distance of 140.07 feet,
to an iron pin set;
	 
	 	7.	 	North 44°25’19” West, a distance of 976.73 feet,
to an iron pin set;
	 
	 	8.	 	North 45°34’41” East, a distance of 205.00 feet,
to an iron pin set;
	 
	 	9.	 	North 69°18’50” East, a distance of 148.08 feet, to the
Point of True Beginning, containing 8.648 acres, more or less, (6.310 acres
out of the 2995.065 acre Tract 1)




 









 











Exhibit B — Survey



and (2.338 acres out of the 255.289 acre Tract 11), being subject to easements, restrictions

and rights-of-way of record.



The bearings in the above description are based on the grid bearing of South 86° 13’
48” East, between Franklin County Geodetic Survey Monument Number 9958 and Franklin
County Geodetic Survey Monument Number 9962.



All iron pin set are 3/4 inch iron pipes, 30 inches in length with a yellow cap
bearing the name “R. D. Zande”.




	 	 	 
	 

	 	R.D. ZANDE & ASSOCIATES, INC.
	STATE OF OHIO (SEAL)
MARK ALAN SMITH
S-8232
REGISTERED PROFESSIONAL SURVEYOR	 	 
	 

	 	/s/ Mark Alan Smith
	 

	 	 
	 

	 	Mark Alan Smith          Date
	 

	 	Professional Surveyor No. S-8232          10/19/04






 









 






Exhibit B — Survey




[Graphic of Survey Identifying Premise occupied by AirNet Systems, Inc.]