ASSIGNMENT AND ASSUMPTION OF LEASES
This Agreement is made and entered into to be effective as of
the _____ day of October, 1997 (the "Effective Date"), by and between Xxxxxx
X. Xxxxxx (aka Xxxxx X. Xxxxxx) ("Assignor"), and AirNet Systems, Inc., an
Ohio corporation ("Assignee").
Preliminary Statements
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A. Assignor is the tenant under those certain Leases
described as follows:
(a) Fuel Farm Lease Agreement between the City of
Columbus and P.D.Q. Air Service, Inc., dated August 15, 1984, the tenant's
interest in which was subsequently assigned to Assignor. A Memorandum of
said lease is recorded at Official Records Vol. 5954, page E-09, Recorder's
Office, Franklin County, Ohio.
(b) Lease Agreement between the City of Columbus and
Xxxxx X. Xxxxxx dated October 4, 1984, as modified by (i) Modification #1
dated June 11, 1985, (ii) Modification #2 dated June 11, 1986, (iii)
Modification #3 dated May 15, 1987, (iv) Modification #4 dated August 17,
1989 and (v) Modification #5 dated December 15, 1994. A Memorandum of said
lease is recorded at Official Record Vol. 5317, page I12, and a Modification
is recorded at Official Record Vol. 6394, page A14, both in the Recorder's
Office, Franklin County, Ohio.
B. The Leases demise certain real property and improvements
described more particularly therein and in EXHIBIT A, attached hereto. The
real property is located on the south side of International Gateway Drive in
Columbus, Ohio and is generally known as 0000 Xxxxxxxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxx (herein called the "Property"). The permanent tax parcel
number for the Property is 010-200806.
C. Assignor desires to assign all of its right, title and
interest in, to and under the Leases and the leasehold estates in the
Property created thereby to Assignee, and Assignee desires to accept such
assignment and assume the Leases.
AGREEMENT
NOW THEREFORE, in consideration of the premises as described in the
foregoing Preliminary Statements and of the mutual promises herein set forth,
the parties do hereby agree as follows:
1. ASSIGNMENT. Assignor hereby assigns and transfers to Assignee,
effective as of the Effective Date hereof, all of Assignor's right, title and
interest in, to and under the Leases and the leasehold estates in the
Property created thereby, including the rights-of-first refusal to lease
additional property contained therein.
2. ASSUMPTION. Assignee hereby assumes the Leases as of the Effective
Date hereof, and agrees to perform and observe all of the covenants and
conditions therein contained on the tenant's part to be performed and
observed from and after the Effective Date hereof.
3. INDEMNIFICATION. Assignor agrees to indemnify and hold Assignee
harmless against any loss or liability arising from or in connection with
Assignor's failure to perform and observe any of the covenants and conditions
of the Leases to be performed and observed by the tenant therein prior to the
Effective Date of this assignment.
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IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement to be effective as of October ____, 1997, regardless
of the actual dates of execution by the parties.
Signed and acknowledged
in the presence of the
following two (2)
witnesses as to each signature:
As to (i):
(i)
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(witness signature) Xxxxxx X. Xxxxxx
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(printed name)
and
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(witness signature)
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(printed name)
As to (ii) and (iii): AIRNET SYSTEMS, INC.
By:
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(witness signature) (signature)
Xxxx X. Xxx
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(printed name) (printed name)
and Its Executive Vice-President
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(witness signature)
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(printed name)
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STATE OF OHIO
FRANKLIN COUNTY, ss:
The foregoing instrument was acknowledged before me this ____ day of
October, 1997 by Xxxxxx X. Xxxxxx.
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Notary Public
STATE OF OHIO
FRANKLIN COUNTY, ss:
The foregoing instrument was acknowledged before me this _____ day of
October, 1997, by Xxxx X. Xxx, Executive Vice-President of AirNet Systems,
Inc., an Ohio corporation, on behalf of the corporation.
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Notary Public
CONSENT AND AGREEMENT OF LESSOR
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The undersigned, the Lessor under the Leases identified in the foregoing
Assignment and Assumption of Leases, hereby indicates its consent to said
assignment.
COLUMBUS MUNICIPAL
AIRPORT AUTHORITY
By:
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This Instrument Prepared By:
Xxxx X. Xxxxx, Esq.
Vorys, Xxxxx, Xxxxxxx and Xxxxx
00 Xxxx Xxx Xxxxxx
Xxxxxxxx, Xxxx 00000
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LIST OF EXHIBITS AND SCHEDULES TO LEASEHOLD INTEREST PURCHASE AGREEMENT
DATED OCTOBER 31, 1997 BY AND BETWEEN XXXXXX X. XXXXXX
AND AIRNET SYSTEMS, INC.
Exhibit
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Exhibit A Description of the Leased Premise
NOTES: AirNet Systems, Inc., hereby agrees to furnish supplementary a copy of
any omitted Exhibits and Schedules to the Securities and Exchange Commission
upon request.
