Amendment No. 11 to Service Agreement between The Hearst Corporation and Hearst-Argyle Television, Inc.

Summary

This amendment updates the existing Service Agreement between The Hearst Corporation and Hearst-Argyle Television, Inc. It extends the agreement's term to December 31, 2009, updates certain schedules and service levels, and clarifies how charges for new acquisitions and departmental services are calculated. The amendment is effective January 1, 2009, and requires ratification by the independent members of the Company's Board of Directors. All other terms of the original agreement remain unchanged.

EX-10.5 2 a2191051zex-10_5.htm EXHIBIT 10.5
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Exhibit 10.5

AMENDMENT NO. 11 TO SERVICE AGREEMENT

        THIS AMENDMENT NO. 11 TO SERVICE AGREEMENT ("Amendment") is made as of January 1, 2009 by and between THE HEARST CORPORATION, a Delaware corporation ("Hearst"), and HEARST-ARGYLE TELEVISION, INC., a Delaware corporation (the "Company").


W I T N E S S E T H

        WHEREAS, Hearst and the Company entered into a Service Agreement dated as of August 29, 1997 and amended by Amendments Nos. 1 through 10 (the "Service Agreement"), pursuant to which Hearst provides certain services to the Company; and

        WHEREAS, Hearst and the Company mutually desire to amend the Service Agreement as set forth hereinafter;

        NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Service Agreement as follows:

            1.     Section 3.1 of the Service Agreement is hereby amended by substituting the date of December 31, 2009 in place and instead of the December 31, 2008 date.

            2.     Effective January 1, 2009, Schedule 2.1A attached hereto and made a part hereof shall be substituted in place and instead of Schedule 2.1 of the Service Agreement.

            3.     Effective January 1, 2009, the Service Level Agreement attached as Addendum 1 hereto shall be made a part of the Service Agreement.

            4.     Hearst Service Center transaction charges for new acquisitions shall be priced using the current transaction rates and estimated volume.

            5.     Controller's office, Treasurer's office and Legal Department charges are annual estimates to service the entire group, these charges are allocations of specific departments' current year budgets to support the entire company.

            6.     This Amendment is subject to ratification by the independent members of the Company's Board of Directors.

            7.     Except as expressly set forth herein, all terms and conditions of the Service Agreement shall continue in full force and effect.

        IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

THE HEARST CORPORATION   HEARST-ARGYLE TELEVISION, INC.

By:

 

/s/ RONALD J. DOERFLER


 

By:

 

/s/ JONATHAN C. MINTZER

    Name:
Title:
  Ronald J. Doerfler
Sr. VP and CFO
      Name:
Title:
  Jonathan C. Mintzer
Vice President, General Counsel and
    Dated:   12/31/08           Secretary
                Dated:   12/31/08



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    Exhibit 10.5
AMENDMENT NO. 11 TO SERVICE AGREEMENT
W I T N E S S E T H