Exhibit 10.17


 


SHARED SERVICES AGREEMENT


 


THIS
SHARED SERVICES AGREEMENT (this “Agreement”)
is entered into as of August 31, 2007 by and between Barrington
Traverse City LLC (“Service Provider”),
a Delaware limited liability company and Tucker Broadcasting of
Traverse City, Inc., a Delaware corporation (“Station Licensee”).


 


W I T N E S S E T H:


 


WHEREAS, Service
Provider is a party to that certain Asset Purchase Agreement, by and among Max
Media LLC and MTC License LLC (collectively, “Sellers”)
and Service Provider, dated as of the date hereof (the “Station
Purchase Agreement”) pursuant to which Service Provider has
agreed to purchase certain assets of the Sellers related to the television
broadcast stations WGTU, channel 29, Traverse City, Michigan (“WGTU”) and WGTQ, channel 8, Sault
Ste. Marie, Michigan (“WGTQ” and
together with WGTU, the “Stations”)
each serving the Traverse City/Cadillac, Michigan Designated Market Area (the “Market”);


 


WHEREAS, Service
Provider and Station Licensee are parties to that certain Assignment and
Assumption Agreement, dated as of the date hereof (the “Assignment
and Assumption Agreement”), pursuant to which Service Provider
has assigned certain of its rights under the Station Purchase Agreement to
Station Licensee, including the right to purchase the FCC licenses (the “FCC Licenses”) for, and the assets
of, the Stations;


 


WHEREAS, the parties hereto are also parties
to that certain Joint Sales Agreement, dated as of the date hereof (the “JSA”), pursuant to which Service
Provider (acting as Sales Agent, as defined therein) agrees to sell advertising
and commercial time on the Stations and provide certain local news and other
programming;


 


WHEREAS, to support
and promote the economic viability and development of the Stations, Station
Licensee desires to retain Service Provider to provide certain services with
respect to the operation of the Stations in conformity with the FCC Rules (as
defined herein); and


 


WHEREAS, it is the
parties’ expectation that Service Provider, with its experience and operating
infrastructure, will improve the overall efficiency of the Stations’ operating
processes and reduce costs, thereby helping the Stations to serve the
television viewing public in the Market.


 


NOW, THEREFORE, in
consideration of the above recitals and of the mutual agreements and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be bound legally, agree as follows:


 


1.                                       Defined Terms.


 


(a)                                  For
purposes of this Agreement:


 

















 


“Affiliate” means, with
respect to any Person, (a) any other Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with such Person, or (b) an officer or director of such Person
or of an Affiliate of such Person within the meaning of clause (a) of this
definition. For purposes of clause (a) of this definition, without limitation,
(i) a Person shall be deemed to control
another Person if such Person (A) has sufficient power to enable such Person to
elect a majority of the board of directors (or comparable governing body) of
such Person, or (B) owns a majority of the beneficial interests in income and
capital of such Person, and (ii) a Person
shall be deemed to control any partnership of which such Person is a general
partner.


 


“Applicable Law”
means any of the Communications Act, the FCC Rules, and all other federal,
state and local constitutions, laws, statutes, codes, rules, regulations,
ordinances, judgments, orders, decrees and the like of any governmental entity,
including common law.


 


“Base Date”
means the date on which the closing of the Station Purchase Agreement shall
have occurred.


 


 “FCC”
means the Federal Communications Commission or any successor agency thereto.


 


“FCC Rules” means the rules
and published policies of the FCC as in effect from time to time.


 


“Option Agreement” means that
certain Option Agreement, dated as of the date hereof, by and between Station
Licensee and Service Provider, as such agreement may be amended from time to
time pursuant to the terms thereof.


 


“Person”
includes, without limitation, natural persons, corporations, business trusts,
associations, companies, joint ventures, and partnerships.


 


“Third
Party Claim” means any action, suit, claim or legal, administrative,
arbitration, mediation, governmental or other proceeding, or investigation,
other than any brought by a party to this Agreement or an Affiliate of a party
to this Agreement.


 


“Transaction
Documents” means this Agreement, the JSA, the Option Agreement,
the Letter Agreement, the Station Purchase Agreement, the Assignment and
Assumption Agreement and the other documents, agreements and instruments
executed by the parties hereto and thereto in connection therewith.


 


(b)                                 In
addition to the defined terms in the preamble, recitals and Section 1(a)
hereof, the following is a list of terms used in this Agreement and a reference
to the section or schedule hereof in which such term is defined:


 


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Base SSA Amount

  	
   

  	
  Schedule A

  
	
  Communications Act

  	
   

  	
  Section 2

  
	
  Defense Counsel

  	
   

  	
  Section 10(c)

  



 


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  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Defense Notice

  	
   

  	
  Section 10(c)

  
	
  Direct Claim

  	
   

  	
  Section 10(c)(v)

  
	
  Indemnified Party

  	
   

  	
  Section 10(c)

  
	
  Indemnifying Party

  	
   

  	
  Section 10(c)

  
	
  Initial Term

  	
   

  	
  Section 5(a)

  
	
  Letter Agreement

  	
   

  	
  Section 15

  
	
  Loss

  	
   

  	
  Section 10(a)

  
	
  Performance Bonus

  	
   

  	
  Schedule A

  
	
  Premises

  	
   

  	
  Section 4(c)

  
	
  Principal Agreements

  	
   

  	
  Schedule A

  
	
  Services Fee

  	
   

  	
  Section 4(d)

  
	
  Service Provider Indemnified Party

  	
   

  	
  Section 10(b)

  
	
  Station Indemnified Party

  	
   

  	
  Section 10(a)

  
	
  Term

  	
   

  	
  Section 5(b)

  



 


2.                                       General Principles Governing Sharing Arrangements.
All sharing arrangements contemplated by this Agreement will be subject to, and
are intended to comply in all respects with, the Communications Act of 1934, as
amended (the “Communications Act”), the FCC
Rules and all other Applicable Law. The arrangements made pursuant to this
Agreement will not be deemed to constitute “joint sales,” “program services,” “time
brokerage,” “local marketing,” or similar arrangements, or a partnership, joint
venture, or agency relationship between the parties, and no such arrangement
will be deemed to give Service Provider any right to control the policies,
operations, management or any other matter relating to the Stations.


 


3.                                       Certain Services Not to be Shared. Station
Licensee will maintain for the Stations separate managerial and other personnel
to carry out the selection and procurement of programming for the Stations.


 


4.                                       Shared Services. Subject to Station
Licensee’s ultimate supervision and control, Service Provider agrees to provide
to Station Licensee the following services to support the operation of the
Stations; provided, that such supervision and
control shall not be deemed to permit Station Licensee to expand in any
material respect the obligations of Service Provider or to require Service
Provider to incur any material additional obligation or liability hereunder:


 


(a)                                  Technical Services.


 


(i)                                     Commencing
on the Base Date, Service Provider shall perform monitoring and maintenance of
the Stations’ technical equipment and facilities and, upon the request of
Station Licensee, shall assist Station Licensee with the installation, repair,
maintenance and replacement of the Stations’ equipment and facilities and otherwise
assist in the performance of Station Licensee’s obligations under Section 5.1
of the JSA; provided, however,
subject to the obligations of Service Provider pursuant to Section 3.2 of the
JSA, Station Licensee shall be responsible for all capital and equipment
replacement expenditures.


 


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(ii)                                  Commencing
on the Base Date, Service Provider shall make available to Station Licensee, on
an independent contractor basis, a staff engineer employed by Service Provider
to assist the chief operator for the Stations in fulfilling his duties as
specified by the FCC Rules.


 


(b)                                 Promotional and Other Services. Service Provider shall be
responsible for the promotion of the Stations; provided,
however, that Station Licensee shall
have the right to supplement the promotional efforts undertaken by Service
Provider, but shall coordinate such efforts with Service Provider to maintain
image consistency with Service Provider’s promotional efforts. Service Provider
shall also assist Station Licensee with the negotiation, maintenance and
enforcement of retransmission consent agreements with cable, satellite and
other multi-channel video providers.


 


(c)                                  Provision of Office Space. Station Licensee shall provide to
employees and agents of Service Provider and its Affiliates the right to access
and use space designated for Service Provider’s use in the Stations’ studio buildings (the “Premises”)
as reasonably necessary for Service Provider’s performance of its obligations under this Agreement, provided that the provision of such space shall not
unreasonably interfere with the conduct of the business or operations of
the Stations. When on the Premises, Service Provider’s personnel shall be
subject to the reasonable direction and control of the management personnel of
Station Licensee. Station Licensee shall make available to Service Provider for
use without fee or charge, pursuant to the terms and subject to the conditions
of this Agreement and the JSA, all facilities and equipment of the Stations.


 


(d)                                 Services Fee. In consideration for the services to be
provided to Station Licensee by Service Provider pursuant to this Agreement,
Station Licensee shall pay to Service Provider with respect to each calendar
month during the term of this Agreement an amount equal to the sum of the Base
SSA Amount and the Performance Bonus, if any, as described in and calculated in
accordance with Schedule A hereto. The Base SSA
Amount and the Performance Bonus, if any, are herein collectively sometimes
referred to as the “Services Fee” and shall be
paid in the circumstances and subject to the further terms and conditions
described in Schedule A hereto. The Services
Fee will be payable monthly, in arrears, as set forth in Schedule A
hereto and will be prorated on a daily basis for the first and last months
during which this Agreement is in effect. The payment of the Services Fee
hereunder shall be due and payable upon, and subject to, the payment of the JSA
Fee in respect of such calendar month under the JSA.


 


(e)                                  Service Provider Costs. Service Provider shall be solely
responsible for the salaries, taxes and related costs for all personnel
employed by Service Provider who are used by Service Provider in the
performance of Service Provider’s obligations hereunder, including, without
limitation, any publicity or promotional expenses incurred in performing its
obligations hereunder.


 


5.                                       Term of Agreement.


 


(a)                                  Initial Term. This Agreement shall be deemed effective, and
the initial term hereof shall commence, on and as of the Base Date and such
initial term (the “Initial


 


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Term”)
shall continue until the eighth (8th) anniversary of the Base Date, unless
earlier terminated in accordance with Section 9 below.


 


(b)                                 Renewal Term. This Agreement shall be renewed automatically
without any further action by the parties hereto if the JSA is renewed in
accordance with its terms and shall remain in full force in effect until the
JSA is terminated in accordance with its terms (the Initial Term and any such
renewal term hereinafter referred to as the “Term”).


 


6.                                       Representations and Warranties of Station Licensee.
Station Licensee represents and warrants to Service Provider as follows:


 


(a)                                  Authorization and Binding Obligation. The execution,
delivery, and performance of this Agreement by Station Licensee have been duly
authorized by all necessary organizational action on the part of such party. This
Agreement has been duly executed and delivered by Station Licensee and
constitutes the legal, valid, and binding obligation of such party, enforceable
against it in accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, insolvency, reorganization, or other similar laws of general
application affecting the enforcement of creditors’ rights or by general
principles of equity limiting the availability of equitable remedies.


 


(b)                                 Absence of Conflicting Agreements or Consents. The
execution, delivery, and performance by Station Licensee of this Agreement and
the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both): (i) will not
conflict with the organizational documents of Station Licensee; (ii) to the actual knowledge of Station Licensee or its
respective Affiliates, does not conflict with, result in a breach of, or
constitute a default under any law, judgment, order, ordinance, injunction,
decree, rule, regulation, or ruling of any court or governmental
instrumentality applicable to Station Licensee; (iii) does
not conflict with, constitute grounds for termination of, result in a breach
of, constitute a default under, or accelerate or permit the acceleration of any
performance required by the terms of any agreement, instrument, license, or
permit to which Station Licensee is a party or by which it is bound as of the
date of this Agreement; and (iv) will
not create any claim, lien, charge, or encumbrance upon any of the assets of
the Stations owned by Station Licensee other than as set forth on Schedule 6(b).


 


7.                                       Representations and Warranties of Service Provider.
Service Provider represents and warrants to Station Licensee as follows:


 


(a)                                  Authorization and Binding Obligation. The execution,
delivery, and performance of this Agreement by Service Provider have been duly
authorized by all necessary organizational action on the part of such party. This
Agreement has been duly executed and delivered by Service Provider and
constitutes the legal, valid, and binding obligation of such party, enforceable
against it in accordance with its terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, insolvency, reorganization or other similar laws of general
application affecting the enforcement of creditors’ rights or by general
principles of equity limiting the availability of equitable remedies.


 


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(b)                                 Absence of Conflicting Agreements and Required Consents. The
execution, delivery, and performance by Service Provider of this Agreement and
the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both):  (i) will not conflict with the organizing documents of Service
Provider; (ii) to the actual knowledge of Service
Provider or its Affiliates, does not conflict with, result in a breach of, or
constitute a default under, any law, judgment, order, ordinance, injunction,
decree, rule, regulation, or ruling of any court or governmental
instrumentality applicable to Service Provider; and (iii)
does not conflict with, constitute grounds for termination of, result in a
breach of, constitute a default under, or accelerate or permit the acceleration
of any performance required by the terms of, any agreement, instrument, license
or permit to which Service Provider is a party or by which it is bound as of
the date hereof.


 


8.                                       Insurance. Station Licensee shall
maintain in effect policies of insurance insuring the assets and the business
of the Stations pursuant to the terms, and subject to the conditions, of the
JSA.


 


9.                                       Termination.


 


(a)                                  Mutual Agreement. This Agreement may be terminated at any
time by mutual agreement of the parties. This Agreement shall terminate upon
the Option Closing (as such term is defined in the Option Agreement) under the
Option Agreement


 


(b)                                 Automatic Termination. This Agreement shall terminate
automatically without any further action by the parties upon the termination of
the JSA in accordance with its terms.


 


(c)                                  Certain Matters Upon Termination. No expiration or
termination of this Agreement shall terminate the obligations of any party
hereto to indemnify any other party for Third Party Claims under Section 10 of
this Agreement, or limit or impair any party’s rights to receive payments due
and owing hereunder on or before the effective date of such termination or
expiration.


 


10.                                 Indemnification.


 


(a)                                  By Service Provider. Service Provider shall indemnify,
defend and hold harmless Station Licensee and its employees, directors,
members, managers, officers, or agents, or any of their Affiliates, successors
or assignees (exclusive of Service Provider and its Affiliates and agents)
(each, a “Station Indemnified Party”),
from and against, and reimburse and pay to such Station Indemnified Party as
incurred, any loss, liability, damage or expense (including reasonable legal
expenses and costs and any cost or expense arising from or incurred in
connection with any action, suit, proceeding, claim or judgment) relating to
any matter described in this Section 10(a), or in enforcing the indemnity
provided by this Section 10(a) (any such amount, a “Loss”),
which any such Station Indemnified Party may suffer, sustain or become subject
to, in any way arising from, relating to, or as a result of:


 


(i)                                     any
act or omission, event or occurrence that was or shall be caused by Service
Provider, its agents or Affiliates (including any predecessor in interest
thereto)


 


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relating to the business and operations of Service
Provider or the performance of its obligations hereunder; or


 


(ii)                                  any
omission or breach by Service Provider (including any predecessor in interest
to Service Provider) of any of its obligations hereunder.


 


The obligations of Service Provider under
this Section 10(a) shall survive any termination or expiration of this
Agreement. The obligations of Service Provider under this Section 10(a)
shall be direct and not conditioned or conditional upon Station Licensee’s
pursuit of remedies against any other party, including the Sellers pursuant to
the Station Purchase Agreement, and irrespective of any rights under the
Station Purchase Agreement, Station Licensee shall have the right to elect to
proceed against Service Provider in the first instance without any requirement
to first proceed against the Sellers or such other third party.


 


Notwithstanding anything to the contrary
contained herein, in no event shall Service Provider be liable under this
Section 10(a) for punitive, treble, exemplary, consequential, special or
other damages that are not actual damages in accordance with Applicable Law.


 


(b)                                 By Station Licensee. Except with respect to or to the extent
of any Loss subject to indemnification pursuant to the terms and subject to the
conditions of Section 10(a), Station Licensee shall indemnify, defend and
hold harmless Service Provider and any employee, director, member, manager,
officer, stockholder or agent of Service Provider, or any of its Affiliates,
successors or assignees (each, a “Service Provider
Indemnified Party”) from and against, and reimburse and pay to
such Service Provider Indemnified Party, as incurred, any Loss, which any such
Service Provider Indemnified Party may suffer, sustain or become subject to, in
any way arising from, relating to, or as a result of the actions or omissions
of any of the respective employees, agents and representatives of Station
Licensee in performing their duties under this Agreement or in acting outside
the scope of their employment, which actions or omission constitute willful
misconduct or gross negligence.


 


The indemnification
obligations of Station Licensee hereunder and under the JSA, in the aggregate,
shall in no event exceed a maximum aggregate liability equal to the aggregate
amount of the difference between (i) all JSA
Fees (as defined in the JSA) paid to Station Licensee under the JSA, minus (ii)  all Services Fees paid to Service Provider under
this Agreement. The payment of any indemnification obligation by Station
Licensee under this Agreement and the JSA shall in no event be due until and
solely in the event of an Option Closing (as defined in the Option Agreement)
under the Option Agreement and in connection with such Option Closing the
amount of indemnification shall be applied as a credit against the payment
obligations of the Option Holder (as defined in the Option Agreement)
thereunder.


 


(c)                                  Procedure.


 


(i)                                     If
any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim
for indemnification for or receives notice of the assertion or commencement of
any Third Party Claim as to which such Indemnified Party intends to seek
indemnification under this Agreement, such Indemnified Party shall give
reasonably prompt written notice of such claim to the party from whom
indemnification is to be sought (an


 


7

















 


“Indemnifying Party”),
together with a statement of any available information regarding such claim. The
Indemnifying Party shall have the right, upon written notice to the Indemnified
Party (the “Defense Notice”) within 15
days after receipt from the Indemnified Party of notice of such claim, to
conduct at its expense the defense against such Third Party Claim in its own
name, or if necessary in the name of the Indemnified Party (which notice shall
specify the counsel the Indemnifying Party will appoint to defend such claim (“Defense Counsel”); provided, however, that
the Indemnified Party shall have the right to approve the Defense Counsel,
which approval shall not be unreasonably withheld or delayed). The parties
hereto agree to cooperate fully with each other in connection with the defense,
negotiation or settlement of any Third Party Claim. If the Indemnifying Party
delivers a Defense Notice to the Indemnified Party, the Indemnified Party will
cooperate with and make available to the Indemnifying Party such assistance and
materials as may be reasonably requested by the Indemnifying Party, all at the
expense of the Indemnifying Party.


 


(ii)                                  If
the Indemnifying Party shall fail to give a Defense Notice, it shall be deemed
to have elected not to conduct the defense of the subject Third Party Claim,
and in such event the Indemnified Party shall have the right to conduct such
defense in good faith. If the Indemnified Party defends any Third Party Claim,
then the Indemnifying Party shall reimburse the Indemnified Party for the costs
and expenses of defending such Third Party Claim upon submission of periodic
bills. If the Indemnifying Party elects to conduct the defense of the subject
Third Party Claim, the Indemnified Party may participate, at its own expense,
in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to
participate in any such defense with separate counsel at the expense of the
Indemnifying Party if (i) so requested
by the Indemnifying Party or (ii) in the
reasonable opinion of counsel to the Indemnified Party, a conflict or potential
conflict exists between the Indemnified Party and the Indemnifying Party that
would make such separate representation advisable; and provided,
further, that the Indemnifying Party
shall not be required to pay for more than one counsel for all Indemnified
Parties in connection with any Third Party Claim.


 


(iii)                               Regardless
of which party defends a Third Party Claim, the other party shall have the
right at its expense to participate in the defense of such Third Party Claim,
assisted by counsel of its own choosing. The Indemnified Party shall not compromise,
settle, default on, or admit liability with respect to a Third Party Claim
without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld or delayed, and, if the Indemnified Party
settles, compromises, defaults on, or admits liability with respect to a Third
Party Claim except in compliance with the foregoing, the Indemnified Party will
be liable for all Losses paid or incurred in connection therewith and the
Indemnifying Party shall have no obligation to indemnify the Indemnified Party
with respect thereto. The Indemnifying Party shall not compromise or settle a
Third Party Claim without the consent of the Indemnified Party, which consent
shall not be unreasonably withheld or delayed, unless such compromise or
settlement includes as a term thereof an unconditional release of the
Indemnified Party and such compromise or release does not impose any
non-monetary obligations on the Indemnified Party other than immaterial
administrative obligations (and all monetary obligations are subject to the
indemnification provisions of this Agreement), in which case the consent of the
Indemnified Party shall not be required.


 


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(iv)                              After
any final decision, judgment or award shall have been rendered by a court or
governmental entity of competent jurisdiction and the expiration of the time in
which to appeal therefrom, or after a settlement shall have been consummated,
or after the Indemnified Party and the Indemnifying Party shall have arrived at
a mutually binding agreement with respect to a Third Party Claim hereunder, the
Indemnified Party shall deliver to the Indemnifying Party notice of any sums
due and owing by the Indemnifying Party pursuant to this Agreement with respect
to such matter and the Indemnifying Party shall be required to pay all of the
sums so due and owing to the Indemnified Party by wire transfer of immediately
available funds within ten (10) business days after the date of such notice.


 


(v)                                 It
is the intent of the parties that all direct claims by an Indemnified Party
against a party not arising out of Third Party Claims shall be subject to and
benefit from the terms of this Section 10(c). Any claim under this
Section 10(c) by an Indemnified Party for indemnification other than
indemnification against a Third Party Claim (a “Direct
Claim”) will be asserted by giving the Indemnifying Party
reasonably prompt written notice thereof, and the Indemnifying Party will have
a period of twenty (20) days within which to satisfy such Direct Claim. If the
Indemnifying Party does not so respond within such 20-day period, the
Indemnifying Party will be deemed to have rejected such claim, in which event
the Indemnified Party will be free to pursue such remedies as may be available
to the Indemnified Party under this Section 10(c).


 


(vi)                              A
failure by an Indemnified Party to give timely, complete, or accurate notice as
provided in this Section 10(c) shall not affect the rights or obligations
of either party hereunder except to the extent that, as a result of such
failure, any party entitled to receive such notice was deprived of its right to
recover any payment under its applicable insurance coverage or was otherwise
materially adversely affected or damaged as a result of such failure to give
timely, complete, and accurate notice.


 


(vii)                           The
parties shall use their commercially reasonable efforts to collect the proceeds
of any insurance that would have the effect of reducing any Losses (in which
case such proceeds shall reduce such Losses). To the extent any Losses of an
Indemnified Party are reduced by receipt of payment under insurance policies or
from third parties not affiliated with the Indemnified Party, such payments
(net of the expenses of the recovery thereof) shall be credited against such
Losses and, if indemnification payments shall have been received prior to the
collection of such proceeds, the Indemnified Party shall remit to the
Indemnifying Party the amount of such proceeds (net of the cost of collection
thereof) to the extent of indemnification payments received in respect of such
Losses. The indemnification obligations hereunder shall survive any termination
of this Agreement.


 


(d)                                 Exclusivity. After the Base Date, the indemnification
provided by this Section 10 shall be the sole and exclusive remedy of
Station Licensee and Service Provider against the other party for any claim
arising out of a breach of any representation, warranty, covenant or agreement
herein or otherwise in connection with this Agreement; provided,
that this Section 10(c) shall not prohibit (i) injunctive
relief (including specific performance) pursuant to Section 17 if
available under Applicable Law or (ii) any
other remedy available at law or in equity for any fraud committed in connection
with this Agreement.


 


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11.                                 Force Majeure. Any delay or
interruption in the broadcast operation of the Stations, in whole or in part,
due to acts of God, strikes, lockouts, material or labor restrictions,
governmental action, riots, natural disasters or any other cause not reasonably
within the control of a party shall not constitute a breach of this Agreement,
and no party shall be liable to any other party for any liability or obligation
with respect thereto.


 


12.                                 Unenforceability. If one or more
provisions of this Agreement or the application thereof to any Person or
circumstances shall be invalid or unenforceable to any extent, the remainder of
this Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law, except that, if such invalidity or
unenforceability should change the basic economic positions of the parties,
they shall negotiate in good faith such changes in other terms as shall be
practicable in order to restore them to their prior positions. In the event
that the FCC alters or modifies its rules or policies in a fashion which would
raise substantial and material questions as to the validity of any provision of
this Agreement, the parties shall negotiate in good faith to revise any such
provision of this Agreement in an effort to comply with all applicable FCC
Rules while attempting to preserve the intent of the parties as embodied in the
provisions of this Agreement. The parties agree that, upon the request of
either of them, they will join in requesting the view of the staff of the FCC,
to the extent necessary, with respect to the revision of any provision of this
Agreement in accordance with the foregoing.


 


13.                                 Notices. All notices, demands, and
requests required or permitted to be given under the provisions of this
Agreement shall be (a) in writing, (b) delivered by personal
delivery, or sent by commercial delivery service or registered or certified
mail, return receipt requested, (c) deemed to have been given on the date
of personal delivery or the date set forth in the records of the delivery
service or on the return receipt, and (d) addressed as set forth on Schedule B hereto.


 


14.                                 Assignment; Binding Agreement. Neither
party may assign this Agreement or delegate its obligations under this
Agreement without the prior written consent of the other. Notwithstanding
anything to the contrary contained herein, each party shall assign its rights
and obligations under this Agreement to any Person to whom it assigns its
respective rights and obligations under the JSA. Upon any assignment of this
Agreement, Station Licensee shall pay, or shall cause to be paid, all amounts
accrued and owing to Service Provider as of the consummation date of such
assignment. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and permitted assigns. Any
permitted assignee of any party hereto shall be a “party” to this Agreement for
all purposes hereof.


 


15.                                 Entire Agreement; Amendment; Waiver.
This Agreement and any attachments and Schedules hereto (which are hereby
incorporated by reference and made a part hereof), the JSA, the Option
Agreement, and the letter agreement, dated as of the date hereof, from Service
Provider to Station Licensee (the “Letter Agreement”),
and the Assignment and Assumption Agreement collectively represent the entire
understanding and agreement among the parties hereto with respect to the
subject matter hereof and thereof and supersede all prior agreements with
respect to the subject matter hereof and thereof. Notwithstanding anything to
the contrary contained herein or in any of the other Transaction Documents, the
parties acknowledge and agree that Service Provider may offset any amount owed
by Station Licensee to Service Provider


 


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pursuant to this Agreement as a credit against any
amount owed by Service Provider to Station Licensee pursuant to any other
Transaction Document. No term or provision hereof may be changed, modified,
amended, terminated or discharged (other than in accordance with its terms), in
whole or in part, except by a writing which is dated and signed by the parties
hereto. No waiver of any of the provisions or conditions of this Agreement or
of any of the rights, powers or privileges of a party shall be effective or
binding unless in writing and signed by the party claimed to have given or
consented to such waiver.


 


16.                                 Governing Law. This Agreement shall
be construed and governed in accordance with the laws of New York without
reference to the conflict of laws principles thereof that would cause the
application of the laws of any jurisdiction other than the State of New York.


 


17.                                 Specific Performance. The parties
hereby agree that the services to be provided hereunder are unique and that
substitutes therefor cannot be purchased or acquired in the open market. For
that reason, either party would be irreparably damaged in the event of a
material breach of this Agreement by the other party. Accordingly, to the
extent permitted by the Communications Act and the FCC Rules then in effect,
either party may request that a decree of specific performance be issued by a
court of competent jurisdiction, enjoining the other party to observe and to
perform such other party’s covenants, conditions, agreements and obligations
hereunder, and each party hereby agrees neither to oppose nor to resist the
issuance of such a decree on the grounds that there may exist an adequate
remedy at law for any material breach of this Agreement.


 


18.                                 Confidentiality. Each party hereto
agrees that it will not at any time during or after the termination of this
Agreement disclose to others or use, except as duly authorized in connection
with the conduct of the business or the rendering of services hereunder, any
secret or confidential information of the other parties hereto. To the extent
required by the Communications Act or the FCC Rules, each party shall place a
copy of this Agreement in its public inspection file and shall consult with and
agree upon the confidential and proprietary information herein that shall be
redacted from such copy.


 


19.                                 Press Release. No party shall
publish any press release, make any other public announcement or otherwise
communicate with any news media concerning this Agreement or the transactions
contemplated hereby without the prior written consent of the other parties; provided, however, that
nothing contained herein shall prevent any party from promptly making all
filings with governmental authorities as may, in its judgment, be required or
advisable in connection with the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby.


 


20.                                 Further Assurances. The parties
hereto shall take any actions and execute any other documents that may be
necessary or desirable to the implementation and consummation of this
Agreement.


 


21.                                 Counterparts and Facsimile Signatures.
This Agreement may be executed in one or more counterparts, each of which will
be deemed an original but all of which taken together will constitute one and
the same instrument. This Agreement shall be legally binding and effective upon
delivery of facsimile signatures.


 


11

















 


22.                                 Captions. The captions used in this
Agreement are for convenience of reference only, do not constitute a part of
this Agreement and will not be deemed to limit, characterize or in any way
affect any provision of this Agreement, and all provisions of this Agreement
will be enforced and construed as if no caption had been used in this
Agreement.


 


23.                                 Other Definitional Provisions. The
terms “hereof,” “herein” and “hereunder” and terms of similar import will refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Section references contained in this Agreement are references to
Sections in this Agreement, unless otherwise specified. Each defined term used
in this Agreement has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Agreement
has a comparable meaning whether used in a masculine, feminine or
gender-neutral form. Whenever the term “including” is used in this Agreement
(whether or not that term is followed by the phrase “but not limited to” or “without
limitation” or words of similar effect) in connection with a listing of items
within a particular classification, that listing will be interpreted to be
illustrative only and will not be interpreted as a limitation on, or an
exclusive listing of, the items within that classification.


 


[SIGNATURE
PAGE FOLLOWS]


 


12

















 


IN WITNESS
WHEREOF the parties have executed this Shared Services Agreement as of the date
first written above.


 


 


	
   

  	
  STATION
  LICENSEE:

  
	
   

  	
   

  
	
   

  	
  Tucker
  Broadcasting of Traverse City, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Benjamin
  W. Tucker

  
	
   

  	
   

  	
   

  	
  Name:
  Benjamin W. Tucker

  
	
   

  	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SERVICE
  PROVIDER:

  
	
   

  	
   

  
	
   

  	
  Barrington
  Traverse City LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Paul M.
  McNicol

  
	
   

  	
   

  	
   

  	
  Name: Paul
  M. McNicol

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Vice President/Secretary

  



 

















 


SCHEDULE A


 


SERVICES
FEES


 


For each
calendar month during the Term, Station Licensee shall pay, or shall cause to
be paid, to Service Provider the Services Fee, consisting of sum of the Base
SSA Amount and a performance bonus (the “Performance Bonus”),
if any. The Performance Bonus, if any, shall be determined as set forth in this
Schedule A.


 


1.1                                 Definitions.
The “Base SSA Amount” shall be an amount
equal to One Hundred Thousand Dollars ($100,000).


 


1.2                                 Determination
of Performance Bonus. To the degree that Station Licensee
determines in good faith that the performance of Service Provider has
contributed to an increase in the performance of the Stations, Service Provider
shall be eligible to receive a Performance Bonus with respect to the applicable
month, which, if any, shall be in an amount determined by Station Licensee to
reflect the value of the services provided by Service Provider relative to the
performance of the Stations for such month, which determination shall be in the
sole discretion of Station Licensee.


 


1.3                                 Administration
and Payment of Services Fee. No later than the fifteenth (15th)
day of each calendar month during the Term, Service Provider shall deliver to
Station Licensee a statement setting forth the total aggregate amount of Net
Sales Revenue (as such term is defined in the JSA) for the preceding calendar
month, which statement shall set forth the Performance Bonus due in respect of
such month, if any, as determined by Station Licensee in its sole discretion in
accordance with Section 1.2 above of this Schedule A. Except as the parties may
otherwise agree, the Services Fee shall be due and payable within five business
days of receipt by Station Licensee of such statement and shall be subject to
prior payment of the JSA Fee for such month. In order to promote the
administration of the payment obligations between the parties under this
Agreement and the JSA (individually and collectively, the “Principal
Agreements”), the parties agree that (i) the
amounts due and payable by one party under any of the Principal Agreements may
be offset against any outstanding payment obligation by the other party under
any of the Principal Agreements; and (ii) to the
extent reasonably practicable, Service Provider shall deliver to Station
Licensee in connection with the payment of the Services Fee a single statement
reflecting the respective payment obligations of the parties under each of the
Principal Agreements, which statement shall reflect any offsetting amounts.


 

















 


SCHEDULE
B


 


If to Station Licensee:


 


Tucker Broadcasting of Traverse City, Inc.


Attention: 
Ben Tucker, President


9434 N. Sunset Ridge


Fountain Hills, AZ 85268


Phone: 
(480)836-2181


Email: 
bentucker13@cox.net


 


With a copy (which shall not constitute
notice) to:


 


Pillsbury Winthrop Shaw Pittman LLP


2300 N Street, NW


Washington, DC 20037-1122


Attention: 
Clifford M. Harrington


Phone: 
202-663-8525


Fax: 
202-663-8007


 


If to Service Provider:


 


Barrington Traverse City LLC


745 Fifth Avenue


24th Floor


New York, NY 
10151


Attention: 
Paul McNicol


Fax: 
(212) 486-2896


 


with a copy (which shall not constitute notice) to:


 


Barrington Broadcasting LLC


2500 West Higgins Road, Suite 880


Hoffman Estates, IL 60195


Attention: 
K. James Yager


Fax: 
847-755-3045


 


and


 


Covington & Burling


1201 Pennsylvania Avenue, N.W.


Washington, DC 20004-2401


Attention: 
Eric Dodson Greenberg, Esq.


Phone: (202) 662-5193


Fax: (202) 662-6291