Exhibit 10.21
MANAGEMENT
AGREEMENT
THIS AGREEMENT, made this 31st day
of August, 2005, by and between Teletouch Communications, Inc., a
corporation organized under the laws of the State of Delaware and
Teletouch Licenses, Inc., a corporation organized under the laws of
the State of Delaware, with their principal place of business at
1913 Deerbrook Drive, Tyler, Texas 75703 (collectively, hereinafter
referred to as “Carrier”), and Teletouch Paging, LP, a
limited partnership organized under the laws of the State of Texas
with its principal place of business at 7471 Benbrook Parkway,
Benbrook, Texas 76126 (hereinafter referred to as
“Agent”),
WITNESSETH:
WHEREAS, Carrier is the permittee
and/or licensee of certain stations (including any subsequently
authorized stations within designated areas of the State of Texas)
authorized by the Federal Communications Commission (FCC) to
operate paging transmitters in the VHF/UHF bands as well as various
control and link transmitters throughout the states of Texas,
Oklahoma, Missouri, Arkansas, Louisiana, Mississippi, Alabama and
Tennessee (hereinafter referred to as “the Stations”);
and
WHEREAS, Carrier and Agent have
reached a definitive agreement for the purchase and sale of certain
assets, including the assignment of certain FCC radio licenses by
Carrier to Agent upon prior FCC approval; and
WHEREAS, Carrier and Agent mutually
agree that it would be to their joint convenience and benefit, and
to the benefit of the public subscribers of the Stations, to have
Agent act for and on behalf of Carrier in performing various duties
with respect to the operation of the Stations specified herein, as
a compensated agent of, and under the direct control and
supervision of, Carrier; and
WHEREAS, the parties wish to embody
the terms of this arrangement in the instant Management
Agreement.
NOW, THEREFORE, in consideration of
the covenants, obligations and benefits hereinafter set forth, and
other good and valuable consideration, it is agreed between Carrier
and Agent as follows:
1. DUTIES OF AGENT.
Carrier hereby engages Agent as his
contractor and agent to perform for and on behalf of Carrier all
marketing, managerial and administrative functions required for the
operation of the Stations, including the collection of revenues and
payment of expenses (including, but not limited to insurance) from
operating the Stations, subject to the supervisory powers and
duties of Carrier described in paragraph 2 of this Agreement, and
the warranties contained in paragraph 3 herein. Agent shall remit
to Carrier all profits from the operation of the Stations, after
paying the expenses of operating the Stations from the revenues
collected. Agent shall manage the business consistent with current
Carrier policies and practice. Any deviations from such policies
and practice would require approval of Carrier.
2. DUTIES AND POWERS OF
CARRIER. The right of
ownership of the Stations, and full control and supervision over
the operation of the Stations, remains vested in and is hereby
expressly retained by Carrier. To this end, Carrier expressly
retains full control over and responsibility for all decisions with
regard to the following matters affecting operation of the
Stations: 1) policy decisions regarding operation and maintenance;
2) the payment of all financial obligations and operating expenses;
3) the hiring, supervision, and dismissal of all employees; 4) the
receipt of all revenues and profits from operation of the Stations;
5) the handling of customer complaints; 6) the
