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Aircraft Management Agreement

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Exhibit No. 10(A) AIRCRAFT
MANAGEMENT AGREEMENT This Management Agreement (the " Agreement" ) made and entered into as of this 23 rd day of April, 1999, by and between Village Transport Corp., a Delaware corporation having an office at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (" Manager" ), and ACME Operating Corporation, an Ohio corporation having an office at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 (" ACME" ). WITNESSETH: WHEREAS, ACME pursuant to an Aircraft Lease Agreement (" Lease" ) dated of even date herewith, leases the aircraft (the " Aircraft" ) bearing the manufacturer' s Serial Number and Federal Aviation Administration Registration Number set forth on the Schedule hereto, equipped with two General Electric CF 34-1A engines as more particularly described in the Lease Schedule (hereinafter called the " Aircraft" ); and WHEREAS, ACME is desirous of engaging the services of Manager to provide certain management services with respect to the Aircraft; and WHEREAS, Manager is desirous of providing certain management services pertaining to the Aircraft on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto hereby agree as follows: 1. ACME hereby engages Manager, and Manager hereby agrees, to provide certain management services with respect to the Aircraft for the benefit of the ACME. 2. Manager hereby agrees for the benefit and at the direction of ACME that it shall provide the services set forth below: 3. (a) Throughout the term of this Agreement, Manager shall, at ACME' s cost and expense, (1) inspect, maintain, service, repair, overhaul and test the Aircraft by duly competent personnel, in accordance with FAA approved maintenance and preventive repair programs therefor, so as to keep the Aircraft in good operating condition, ordinary wear and tear excepted, and in such condition as may be necessary to enable the airworthiness certification of the Aircraft to be maintained in good standing at all times under 49 U.S.C. a7 40101, et seq., as in effect from time to time; (2) maintain all records, logs and other materials required by the FAA to be maintained in respect of the Aircraft and make the same available for ACME' s inspection; and (3) comply with all laws of each and every jurisdiction in which the Aircraft may be operated and with all rules of the FAA and each and every other legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Aircraft, and shall maintain the Aircraft in proper condition for operation under such laws and rules including, without limitation, all manufacturers recommended maintenance. Manager also agrees not to

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operate or locate the Aircraft, or suffer the Aircraft to be operated or located, in any area excluded from coverage by any insurance required by the terms of this Agreement. (b) The cost of compliance with any airworthiness or similar directive, or regulation issued by the FAA or other governmental agency (" Airworthiness Directive" ) and the cost of complying with any mandatory or recommended service bulletins or letters, shall be borne by ACME. 4. (a) Manager hereby agrees to identify and make available to ACME at the inception of this Agreement, certain pilots, from a group of professionally qualified pilots who shall be familiar with and licensed to operate the Aircraft, from which ACME shall, in its own discretion, designate two (2) of such pilots to operate the Aircraft for ACME, and thereafter such designated pilots shall be ACME' s pilots of the Aircraft. The pilot designation shall be in writing and signed by ACME, which writing shall be binding upon ACME. (b) ACME shall be permitted to remove any of such pilots by providing written notice to Manager and designate new pilots, who shall thereafter be ACME' s pilots of the Aircraft. (c) Notwithstanding the foregoing, the pilots designated by ACME shall be subject to (i) availability, (ii) the rules and regulations promulgated by the FAA, and (iii) strikes and labor disputes. (d) ACME may at any time provide its own pilots upon twenty-four (24) hours prior notice to Manager. (e) ACME hereby directs Manager and Manager hereby agrees to make all necessary take-off, flight and landing arrangements for flights operated by ACME. Manager shall pay, at Manager' s cost and expense, the following operating expenses relating to the Aircraft: crew salary and benefits, telephone and costs associated with providing information services. ACME shall, at all reasonable times, have the right to inspect Manager' s records with respect to the Aircraft. (f) ACME will pay all operating expenses related to the Aircraft except those set forth in paragraph (e) of this Section 4. Such operating expenses shall include, but shall not be limited to: fuel, storage, domestic landing fees, all federal, state and local taxes, charges, imposts, duties and excise taxes and with respect to flights outside the 48 contiguous states of the continental United States (the " Continental United States" ), for foreign permit, overflight, navigation, and air space fees, customs, head taxes and similar assessments relating to the ownership, operation, maintenance or the use of the Aircraft by ACME, registration and handling costs, catering, crew travel and lodging, hangar and tie-down costs, flight planning and weather contract services, maintenance supplies, outside pilot services (if any), equipment costs, sales and use taxes and any other taxes and licensing fees associated with the Aircraft. 5. ACME shall obtain, at ACME' s expense, all-risk aircraft hull insurance with no deductible with respect to the Aircraft, against any loss, theft or damage to the Aircraft, including


extended coverage with respect to any engines or parts while removed from the Aircraft, for the fair market value of the Aircraft, naming Manager and ACME, as named insureds and loss payees with losses payable as their respective interests may appear.
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