Exhibit
10.20


 


AIRCRAFT MANAGEMENT AGREEMENT


 


The Aircraft Management Agreement (the “Agreement”), made and entered
into this 1st day of October 2002 by and between FL Aviation Corp. (FL), a
corporation incorporated under the laws of the state of Delaware, with
principal offices at 9 Airport Road, Morristown Municipal Airport, Morristown,
New Jersey 07960 and Citadel Broadcasting Corporation (Citadel), with principal
offices at 7201 West Lake Mead Boulevard, Suite 400, Las Vegas, NV 89128


 


WITNESSETH, that


 


WHEREAS, Citadel is the owner and operator of that certain Gulfstream
Aerospace G-1159A aircraft bearing the United States Registration Number
N692TV, and other additional aircraft as may from time to time, upon agreement
of the parties, be listed as attachments to Exhibit 1 during the term of this
Agreement, (the “AIRCRAFT”); and


 


WHEREAS, FL employs fully qualified pilots and maintenance personnel to
assist Citadel in implementing its Flight Program for the AIRCRAFT, and


 


WHEREAS, Citadel desires to engage FL to provide such services to
Citadel;


 


NOW THEREFORE, Citadel and FL, declaring their mutual intention to
enter into and be bound by this Agreement, and for the good and valuable
consideration set forth below, hereby covenant and agree as follows:


 


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Section 1 - Management of Aircraft


 


1.1   Citadel’s
Flight Program  -  In return for the amounts described herein
FL will assist Citadel to create a “Flight Program” for the operation,
maintenance, and administration of the AIRCRAFT.


 


1.2   Aircraft
Location  -  The AIRCRAFT will be based at Morristown,
New Jersey or at any similar facility agreeable to Citadel and FL.


 


1.3   Compliance
with Regulations  -  Citadel shall operate and maintain the
AIRCRAFT in compliance with all applicable Federal Aviation Regulations (“FAR”)
and any other applicable laws, rules and regulations.  The parties agree that the AIRCRAFT will be under the operational
control of Citadel at all times during the term of this Agreement.  In particular, the parties agree that
Citadel shall have final authority over the scheduling of the AIRCRAFT.  All flight operations will be conducted
under the provisions of FAR Part 91 (14 C.F.R. Part 91).


 


Section 2
- Term of this Agreement


 


Term 
-  This Agreement will become
effective on the day and year first written above and will remain in effect,
unless terminated pursuant to Section 3.1 for a period of 36 months.


 


Section 3 - Termination


 


3.1   Either party to this Agreement may terminate
the Agreement at any time by giving the other party not less than 180 days
advance written notice of its election ot terminate.


 


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3.3   Final Billings  - 
Within 90 days after termination of this Agreement, FL will furnish
Citadel a statement of billing of all invoices/charges owed to FL for services
under this Agreement.  Citadel shall pay
the amounts owed to FL within 30 days of such final billing statement.


 


Section 4  -  Insurance


 


4.1   Aircraft
Insurance Policy  -  FL shall procure, pay for on Citadel’s
behalf, and maintain in full force and effect at all times during the term of
this Agreement an insurance policy for the AIRCRAFT which will as a minimum
have the following coverage:


 


a.)    Hull Insurance - Covering all risks
on the ground and in flight (including foreign object damage) for the AIRCRAFT
in the amount of $6,500,000.


 


b.)   Public
Liability - Passenger legal liability and property damage coverage in
amounts not less than $400,000,000.


 


c.)    Statutory
Workers Compensation and employees liability insurance to a limit of
$500,000 liability.


 


d.)   War Risk and Confiscation
Insurance to the extent available in the same amounts as the Hull Coverage.


 


4.2   Additional Insured  -  FL
shall name Citadel as an additional insured on the coverage described in
paragraphs (b) and (c) of Section 4.1 and any additional liability
insurance obtained with respect to the operation of the AIRCRAFT.


 


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4.3   Coverage Documentation  will be in a form satisfactory to Citadel
and FL shall furnish copies of all insurance documentation to Citadel.  On or before the execution of this
Agreement, and thereafter on each anniversary date thereof, FL shall also provide
Citadel with certification of insurance evidencing the insurance policies
required to be maintained by this Section 4.


 


4.4   Risk of Loss  - 
The risk of loss or damage to the aircraft shall remain with Citadel at
all times, including, without limitation, loss of use or any other incidental,
special or consequential damages. 
Citadel will retain all rights and benefits with respect to any
insurance proceeds payable under Hull insurance policies maintained by FL that
may be payable as a result of any incident occurrence while the AIRCRAFT is being
operated by Citadel utilizing the services of FL under this Agreement.


 


Section 5 - Indemnification


 


Citadel hereby agrees to indemnify and hold harmless FL and its
officers, directors, employees, direct and indirect shareholders and agents
(“Indemnified Person”) from and against any liabilities, obligations, losses,
damages, claims, actions, suits, costs, expenses, and disbursements including
the reasonable fees and expenses of counsel for an Indemnified Party (“losses”)
imposed on, insured by, or asserted against any Indemnified Person arising out
of, relating to, or resulting from this Agreement or with respect to the
ownership, lease, maintenance, repair, possession, use, operation, condition or
other disposition or application of the AIRCRAFT.  Citadel’s obligation to indemnify any particular Indemnified
Person under this Section 5 shall not, however, extend to any losses
resulting from the willful misconduct or gross negligence of such Indemnified
Person or director, officer, employee, or agent of such Indemnified Person.


 


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Section 6 - Services


 


6.1   Aircraft Standards  -  FL
shall consult with and provide advisory services to Citadel with respect to the
maintenance of the AIRCRAFT and compliance with the aircraft manufacturer’s
recommendations, mandatory bulletins, and directives and with FAR and all
Federal Aviation Administration (“FAA”) airworthiness directives.


 


6.2   Aircrew Standards  -  FL
shall provide the flight crewmembers for the aircraft and shall ensure
crewmembers utilized in connection with the operation of the AIRCRAFT are
appropriately certified, rated, and trained as required by the FAA.


 


6.3   Flight Operations


 


a.)    FL
shall established safe operational capabilities for the AIRCRAFT and crew
including aircraft performance weather conditions, airport facilities, duty
time, aircraft servicing, crew training and other safety considerations.


 


b.)   FL
shall advise Citadel concerning conformance of the operations of the AIRCRAFT
to applicable FAR and with the capabilities established for the AIRCRAFT.


 


c.)    FL
shall provide flight manuals, aircraft manuals, airway charts and other
documents reasonably required to support Citadel’s operation of the AIRCRAFT.


 


6.4   Flight Scheduling


 


a.)    FL
shall provide a system for flight scheduling by Citadel to include recording
and coordinating trip requirements and handling all details out of Citadel’s
scheduling of the aircraft.


 


b.)   FL
shall arrange for aircraft passenger service requirements, as requested by
Citadel.


 


c.)    FL
shall maintain accurate records and flight logs of each trip and submit
appropriate documentation to Citadel on a monthly basis.


 


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6.5   Aircraft Maintenance and
Service


 


a.)    FL
shall maintain current manufacturer’s maintenance manuals for the AIRCRAFT.


 


b.)   FL
shall consult with and provide advisory services to Citadel with respect to
planning and insuring compliance with all applicable aircraft manufacturer’s
recommendations, mandatory bulletins, FAR, FAA airworthiness directives, and
the manufacturer’s recommended maintenance program for the AIRCRAFT.  FL shall provide qualified maintenance
technicians to perform required maintenance or to assist Citadel in scheduling
maintenance due at FAA certified facilities.


 


c.)    FL
shall maintain all records and documentation required in connection with the
maintenance program for the AIRCRAFT.


 


6.6   General
Administration Services


 


a.)    FL
shall provide operating budgets, reports and statements for the operation of
the AIRCRAFT.


 


b.)   FL
shall provide accounting services and processing systems as appropriated for
the timely documentation, review, and payment of all expenses associated with
operation of the AIRCRAFT.


 


c.)    FL
shall provide an appropriate bill back/ accounting or allocation system for the
AIRCRAFT flight time as required.


 


c.)    FL
shall provide information as required to assist Citadel in preparation of any
tax related filing to include excise tax, transportation tax, or fuel use tax
if applicable.


 


Section 7 - Funding


 


7.1   Payment of Operating
Expenses - FL will prepare an operating budget for the AIRCRAFT and submit
it to Citadel for approval.  FL will
insure timely payment of the operating expenses associated with the AIRCRAFT
with the exception of any Aircraft finance payment, which will be paid directly
by Citadel.


 


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7.2   Citadel Funding  - 
Citadel will remit to FL on a quarterly basis in advance the estimated
monthly operating expenses of the AIRCRAFT. 
This amount will be computed by dividing the annual operating budget by
12 and will provide a fixed monthly payment into an operating fund for payment
of aircraft expenses.


 


7.3   Quarterly Fund
Reconciliation  -  By the 15th of the month after the
completion of each calendar quarter, FL will submit a reconciliation of
AIRCRAFT expenses for the previous quarter. 
Funds remaining in the operating fund will be credited toward the next
calendar quarter.  If additional funds
are required to meet quarterly aircraft expenses, Citadel will remit the
additional amount to FL with the next quarter’s fixed quarterly payment.


 


Section 8 - Independent Contractor


 


In the performance of duties and responsibilities under this Agreement,
FL shall be and shall act solely as an independent contractor and nothing
containing in this Agreement or in the relationship of Citadel and FL created
hereby shall constitute or be construed to be or create a partnership or joint
venture between Citadel and FL.


 


Section 9 - Assignment


 


Neither Party shall assign this Agreement, in whole or in part, whether
by operation of law or otherwise, to any other party whatsoever, without the
prior written consent of the other Party (provided however, that any merge ,
consolidations or sale of substantially all of the assets of any party shall
not be deemed to be an assignment of this Agreement) and any such assignment
contrary to the terms hereof shall be null and void and of no force and
effect.  Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Parties hereto,
their respective successors and


 


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permitted assigns.  Nothing in
this Agreement, express or implied, is intended to confer on any person other
than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations, or liabilities under or by reason of this
Agreement.


 


Section 10 - Complete Agreement


 


This Agreement constitutes the entire Agreement between the Parties
hereto with respect to the matters contemplated herein, and supersedes any
prior oral or written agreements, commitments, or understandings with respect
to the matters provided for herein.


 


Section 11 - Amendments


 


No amendment, modification, or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the party
against which enforcement of the amendment, modification, or discharge is
sought.


 


Section 12 - Application of Laws


 


This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey (excluding the conflicts of laws rules
thereof).


 


IN WITNESS WHEREOF, the parties hereto have caused the signatures of
their authorized representatives to be affixed below on the day and year first
above written.  The persons signing
below warrant their authority to sign.


 


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  FL Aviation Corp.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Ritz

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Citadel Communications Corporation:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Farid Suleman

  	
   

  



 


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G-III Management Agreement


Amendment No. 1


 


Effective February 27, 2003 this agreement is amended to show
Aviation I, LLC as owner and operator of Gulfstream III, N692TV and all other
references to Citadel Broadcasting Corporation are amended to read Aviation I,
LLC.


 


	
   

  	
  FL Aviation Corp.:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Ritz

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Citadel Broadcasting Corporation:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randy Taylor

  	
   

  
	
   

  	
   

  	
  VP Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aviation I, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randy Taylor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VP Finance, Citadel Broadcasting Company

  
	
   

  	
  (Sole Member of Aviation I, LLC)

  
							



 


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