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EXHIBIT 10.30
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT ("Agreement"), made the 31st day of March, 2000, by and
between WGRC, LLC, a Delaware limited liability company authorized to do
business in the Commonwealth of Massachusetts, hereinafter referred to as
"Licensee" and LIN Television Corporation, a Delaware corporation, hereinafter
referred to as "Service Agent."
WHEREAS, Licensee is the licensee of television broadcast station WWLP,
Springfield, Massachusetts (the "Station") pursuant to authorization granted by
the Federal Communications Commission ("FCC") in application file number
BALCT-19991217ABS, granted March 22, 2000; and
WHEREAS, Licensee desires to enter into this Agreement with Service
Agent whereby Service Agent will agree to provide certain management services
with respect to the Station, subject to (i) the direction and control of the
Licensee, (ii) the specific terms and conditions of the Agreement, and (iii) the
rules and regulations of the FCC; and
WHEREAS, the parties hereto wish to set forth the terms and conditions
of the relationship herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
expressed and other lawful and valuable consideration, the parties hereto agree
as follows:
1. RETENTION OF SERVICE AGENT. Subject to the terms and conditions
hereof, the Licensee hereby retains the Service Agent to be the sole provider of
management services for the Station, and the Service Agent accepts and assumes
said engagement.
2. TERM. This Agreement shall commence on the date on which Licensee
consummates its acquisition of the license and assets of the Station pursuant to
prior FCC
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approval. The term of the Agreement shall be eighteen (18) months; provided
however, that Licensee may, at its sole discretion and upon written notice given
to Service Agent not less than sixty (60) days prior to the end of the initial
term, elect to renew the Agreement for one additional eighteen (18) month term.
3. COMPENSATION FOR MANAGEMENT SERVICES. As compensation for the
management services provided hereunder, Licensee shall pay Service Agent as
follows:
Initial term $125,000 per year
Renewal term (if any) $150,000 per year
Payment shall be due on the first business day of the calendar month to which
the payment applies and may be pro-rated for any calendar month that does not
fall entirely within the term of the Agreement.
4. LICENSEE DIRECTION AND CONTROL. All actions taken by the Service
Agent pursuant to this Agreement shall be subject to the supervision, direction
and control of the Licensee.
5. LICENSEE'S EMPLOYEES. The Licensee shall employ the General Manager
of the Station and at least one other Station employee, who shall report
directly to the Licensee.
6. MANAGEMENT SERVICES. Subject to the qualifications and restrictions
stated elsewhere in this Agreement, the Service Agent shall manage all aspects
of the business and day-to-day operation of the Station in accordance with sound
business practice in the commercial television industry and with all applicable
rules and regulations of the FCC and other governmental authorities. In
exercising its responsibilities hereunder, the Service Agent shall, among other
things:
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(a) assist the Licensee in the development of an annual
operating budget, an annual capital expenditure budget, and any changes in such
budgets as may from time to time be deemed necessary or prudent;
(b) make recommendations to the Licensee concerning Station
programming and advertising policies, personnel policies, program format
changes, the acquisition and broadcast of new programming, and the cancellation,
termination, or significant modification of existing programming, all of which
matters shall require the prior approval of the Licensee before being
implemented;
(c) administer the sale of commercial advertising on the
Station and the collection and receipt of revenues therefrom;
(d) provide all bookkeeping, accounting, office administration
services, and engineering services appropriate to the operation of a commercial
television station;
(e) insure that the Station's transmission facilities and
other assets are properly insured and are maintained in good working order
consistent with sound engineering and business practice;
(f) act on behalf of the Station in dealing with third-party
vendors and in making expenditures that are necessary or appropriate in the
ordinary course of the Station's business; provided, however, that the Service
Agent shall have no authority to execute contracts for the Licensee; and
provided further that the signature of an authorized employee of the Licensee
shall be required on a check for any expenditure that (i) is not in the ordinary
course of business or (ii) exceeds the sum of $25,000;
(g) insure that the Station is operated in compliance with all
applicable rules and regulations of the FCC;
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(h) prepare for the Licensee's approval and submission to the
FCC all written applications, reports, correspondence, and other submissions to
the FCC that are necessary or appropriate to the conduct of the Station's
operation and to Licensee's compliance with its obligations as a licensee of the
FCC; and
(i) take all steps necessary or appropriate to carry out the
foregoing responsibilities in a commercially reasonable manner.
7. SERVICE AGENT'S EMPLOYEES. No employee of the Service Agent assigned
exclusively to perform services for the Licensee under this Agreement shall be
hired for or terminated from such assignment without the Licensee's prior
approval. All employees of the Service Agent who are engaged in providing
services to the Licensee shall report to the General Manager of the Station with
respect to their Station-related activities.
8. STATION ACCOUNTS. All receipts and expenditures related to the
operation of the Station, except for salary, benefit, and other personnel
expenses for the Service Agent's employees, shall be deposited to and drawn from
the Station's accounts and not the Service Agent's accounts. Employees of the
Service Agent who are approved for signature authority by the Licensee may be
authorized signatories on the Station's accounts (subject to the restriction
provided in paragraph 6(f)).
9. ASSIGNMENT. Neither the Licensee nor the Service Agent shall assign
this Agreement or any of its rights hereunder without the prior written consent
of the other party, except that the Service Agent may assign the Agreement to an
entity under common control with the Service Agent.
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10. TERMINATION.
(A) Breach. If either party hereto shall commit a material breach of
this Agreement, the other party shall give written notice setting forth the
details of the breach to the other party. The party charged with a breach shall
have thirty (30) days after receipt of such written notice to cure unless there
is a dispute as to the claim made or unless the breach cannot be cured within
such thirty (30) day period. In the event that the breach is not cured, cannot
be cured or is disputed, the dispute shall be submitted promptly by the parties
to the American Arbitration Association for determination in accordance with its
rules. The Association's determination shall be binding upon both parties.
(B) Insolvency. If at any time during the term of this Agreement either
party shall file voluntarily or involuntarily a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee
and such petition is not discharged within thirty (30) days after filing; or if
either party makes an assignment for the benefit of creditors or petitions for
or enters into an arrangement or permits this Agreement to be taken under any
writ of attachment or execution; then the other party shall have the right to
terminate this Agreement upon ten (10) days' written notice.
(C) Termination.
(1) The Licensee may terminate this Agreement at will at any
time upon ten (10) days written notice to Service Agent.
(2) This Agreement shall automatically terminate upon
consummation of a sale of the Station to any party pursuant to a long-form FCC
application for assignment of license or transfer of control.
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11. RELATIONSHIP. Nothing herein contained shall be deemed to have
created or be construed as having created a joint venture or partnership
relationship between the Licensee and Service Agent. At all times during the
performance of its duties and obligations arising hereunder, the Service Agent
shall be deemed to be acting as an independent contractor.
12. MISCELLANEOUS.
(A) Any and all notices, consents or directives by either party
intended for the other shall be sent by registered or certified mail, return
receipt requested, to the address that each party shall designate in writing to
the other for such purposes.
(B) This Agreement may not be amended or modified except by a writing
executed by each of the parties.
(C) This Agreement shall be governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
WGRC, LLC,
by
WGRC, INC., its sole managing member
By: ______________________________
Xxxx X. Xxxxxxx
President
LIN TELEVISION CORPORATION
By: ______________________________
Xxxxxx X. Parent
Vice President - Deputy General Counsel
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