Fifth Extension of Amended and Renewed Management Services Agreement between The Hearst Corporation and Hearst-Argyle Television, Inc.

Summary

This agreement extends the existing management services arrangement between The Hearst Corporation and Hearst-Argyle Television, Inc. The extension continues until the earlier of Hearst selling a managed station, the exercise of an option by the Company, or December 31, 2008. Hearst may also terminate the agreement for any managed station with 90 days' notice if certain option or right of first refusal periods have expired. All other terms of the original agreement remain in effect, and the extension requires approval by the independent directors of the Company's board.

EX-10.8 5 a2182985zex-10_8.htm EXHIBIT 10.8
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Exhibit 10.8


FIFTH EXTENSION OF THE AMENDED AND RENEWED MANAGEMENT SERVICES AGREEMENT

        THIS FIFTH EXTENSION OF THE AMENDED AND RENEWED MANAGEMENT SERVICES EXTENSION AGREEMENT is entered into as of the 1st day of January, 2008, by and between The Hearst Corporation ("Hearst"), a Delaware corporation, and Hearst-Argyle Television, Inc. (the "Company"), a Delaware corporation.

W I T N E S S E T H

        WHEREAS, Hearst and the Company entered into an Amended and Renewed Management Services Agreement dated as of August 29, 2000 (the "Amended and Renewed Management Services Agreement");

        WHEREAS, Hearst and the Company extended the Amended and Renewed Management Services Agreement pursuant to and initial Extension and subsequent Second Extension of the Management Services Agreement; and

        WHEREAS, Hearst and the Company mutually desire to further extend the term of the Amended and Renewed Management Services 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 term of the Amended and Renewed Management Services Agreement is hereby extended for each of the Managed Stations respectively until the earlier of: (i) Hearst's divestiture of such Managed Station to a third party; (ii) if applicable, the exercise of the option granted to The Company for certain of the Managed Stations, pursuant to the Option Agreement of even date entered into between the parties hereto; or (iii) December 31, 2008, provided that, Hearst shall have the right to terminate this Agreement with respect to any Managed Station at any time upon 90 days prior written notice if the option period or right of first refusal period with respect to such Managed Station, as applicable, each as set forth in the Option Agreement, has expired without having been exercised.

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

        Except as expressly set forth herein, all terms and conditions of the Amended and Renewed Management Services Agreement shall continue in full force and effect. Unless otherwise defined herein, all capitalized terms shall have their respective meanings as set forth in the Amended and Renewed Management Services Agreement.

        IN WITNESS WHEREOF, the parties have executed this Agreement 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:  Ronald J. Doerfler
Title:    Sr. VP and CFO
Dated: 12/31/07
  Name:  Jonathan C. Mintzer
Title:    Vice President, General Counsel and Secretary
Dated: 12/31/07



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    Exhibit 10.8
FIFTH EXTENSION OF THE AMENDED AND RENEWED MANAGEMENT SERVICES AGREEMENT