TORONTO, Dec. 3 /CNW/ - Unique Broadband Systems, Inc. ("UBS") (TSX Venture: UBS) and Look Communications Inc. ("Look") (TSX Venture: LOK and LOK.A) are pleased to announce that they have concluded an amendment to the Management Services Agreement entered into between UBS and Look on May 19, 2004 (the "Agreement") under which UBS is paid to provide Look with a wide range of services designed to maximize Look's full commercial potential.
Under the terms of the Agreement, Look is required to pay UBS an annual fee of $2.4 million, monthly in advance. In September 2007, Look's Board of Directors approved a pre-payment to UBS of $2.4 million, which has been maintained on a 12-month rolling basis, by Look continuing to pay UBS $200,000 per month.
On April 22, 2010, Look's former Board of Directors notified UBS that it will not be recommencing the Agreement on May 19, 2010 such that the Agreement will expire at the end of its current term being May 19, 2012 or such earlier date that is mutually agreed to by Look and UBS.
As a result of the sale of its spectrum and broadcast licence to Inukshuk and the resulting restructuring of its business during 2009, Look no longer requires the same level of Chief Executive Officer Services and Other Services from UBS, particularly as that relates to annual business planning and budgeting, human resources, engineering, updating of broadcast and information technology, the management of regulatory requirements, and managing Look's fixed and variable costs to maximize Look's profits. Accordingly, on December 2, 2010, Look and UBS agreed that, with effect from January 1, 2011, Look will no longer maintain the prepaid annual fee of $2.4 million on a monthly basis and that this amount will be drawn down at approximately $145,000 per month over the remaining term of the Agreement, being January 1, 2011 through May 19, 2012, in lieu of the annual fee that would otherwise be payable to UBS under the Agreement. UBS will continue to provide services to Look, where still applicable pursuant to the Agreement, and all other terms and conditions of the Agreement will remain in effect until May 19, 2012. The cash flow impact of this amendment is a reduction of approximately $900,000 in fees from Look to UBS over the remaining term of the Agreement.
"We are pleased with this amendment to the Agreement given the 2007 advance payment and Look's 2009 restructuring of its operations. UBS and Look will continue to work together to monetize and maximize the value of Look's remaining assets" said Robert Ulicki, Chairman of UBS and David Rattee, Chairman of Look.
.The Amending Agreement may be viewed on SEDAR.
About Unique Broadband Systems, Inc.
UBS is a publicly listed Canadian company (TSX Venture: UBS) that has a 39.2% fully diluted economic interest in Look Communications Inc. and other assets.
The Company's website may be found at www.uniquebroadband.com.
About Look Communications Inc.
Look's shares are listed on the TSX Venture Exchange under the symbols "LOK" for Multiple Voting Shares and "LOK.A" for Subordinate Voting Shares. Look's website may be found at www.look.ca.
Forward looking statements
The corporate information contained in this release includes forward-looking statements regarding future events and the future performance of UBS and Look that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by UBS and Look at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by UBS and Look that actual results achieved will be the same in whole or in part as those forecasts.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: For further information:
Robert Ulicki, Director of UBS at (416) 642-5703, or
Grant McCutcheon, Director of Look and UBS at (905) 660-8100