**Exhibit 10.5**

 

**AMENDMENT NO. 8 TO SERVICE AGREEMENT**

 

**THIS AMENDMENT NO. 8 TO SERVICE AGREEMENT**(“Amendment”) is made as of January 1, 2006 by and between THE HEARSTCORPORATION, a Delaware corporation (“Hearst”), and HEARST-ARGYLE TELEVISION,INC., a Delaware corporation (the “Company”).

 

**WITNESSETH**

 

WHEREAS,Hearst and the Company entered into a Service Agreement dated as of August 29,1997 and amended by Amendments Nos.1 through 7 (the “Service Agreement”),pursuant to which Hearst provides certain services to the Company; and

 

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

 

NOW, THEREFORE, in consideration of the mutual covenants and agreementscontained herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree to amend theService Agreement as follows:

 

1. Section 3.1 of the Service Agreement is hereby amended bysubstituting the date of December 31, 2006 in place and instead of the December31, 2005 date.

 

2. Effective January 1, 2006, Schedule 2.1A attached hereto and made apart hereof shall be substituted in place and instead of Schedule 2.1 of theService Agreement.

 

3. Effective January 1, 2006, the Service Level Agreement attached asAddendum 1 hereto hereto shall be made a part of the Service Agreement.

 

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

 

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

 

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

 

7. At such time as Hearst no longer provides audit services to theCompany, the annual audit assessment fee will be prorated to reduce theassessment to reflect the periods for which service will not be provided.

 

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

 
| THE HEARST CORPORATION   | HEARST-ARGYLE TELEVISION, INC. |
|--------------------------|--------------------------------|
|                     |                           |
| By:                      | /s/ Ronald Doerfler            |   | By: | /s/ Jonathan C. Mintzer |   |
|                     |                           |
| Dated: February 24, 2006 | Dated: February 24, 2006       |
|                          |                                |  |  |  |  |

 

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**ADDENDUM 1**

**SERVICE LEVEL AGREEMENT**

 

The Company and Hearst agree that this Service Level Agreementspecifies the standards applicable to the technical services Hearst is toprovide to the Company pursuant to the Service Agreement (the “Standards”).These Standards are intended to: (i) enable the Company to understand clearlywhat level of service to expect from Hearst, (ii) enable Hearst to understandclearly what level of service to provide to the Company, and (iii) define whatmeasures and actions should be taken if that level of service is not provided.

 

1.                                       Telephone/HelpDesk Support. Hearst shall make available via telephone twenty-four (24)hours a day, seven (7) days a week, qualified personnel to advise the Companyin connection with any unavailability, malfunction or defect in any of thetechnical services to be provided under the Service Agreement. Next dayresponse is provided for Level 3 and Level 4 problems.

 

2.                                       Uptime.The technical services shall be available seven days a week, 365 days a year.The technical services will be accessible to the Company 99.5% of the timeoverall and at least 99.95% of the time during the normal business hours ofbetween 8:00 a.m. and 5:00 p.m. Eastern Time during each month**.**

 

3.                                       Performance.Hearst will host, support, and maintain the technical services in a manner thatprovides response times consistent with industry standards. Hearst acknowledgesthat it is hosting mission-critical applications and that it will makeprovisions to provide adequate band width and highly available hardware widthadequate capacity and performance to insure acceptable access and response timefor end users. In the event that the delivery or availability of the technicalservices fail to provide such response times and/or the Company is nototherwise satisfied with the speed and/or the performance of any of thetechnical services, Hearst will cooperate with the Company to modify the speedand/or performance of the affected service(s) so that response times orfunctions are delivered to the Company’s reasonable satisfaction.

 

4.                                       Backupand Redundancy. Hearst shall use commercially reasonable efforts tomaintain adequate back-up and restore procedures (*e.g.,*warm and hot back-ups of mission critical hardware, software and applicationsystems) such that corruption or failure of key systems can be restored withina commercially reasonable timeframe. Additionally, Hearst will ensure that aco-location hosting facility is available and that the redundant systems andbandwidth are adequate to ensure continued operation of the technical servicesin the event of failure.

 

5.                                       Physicaland Data Security. Hearst software and hardware will be located in securedfacilities. Hearst shall use commercially reasonable efforts to preventunauthorized physical or electronic access to the Hearst software and hardware.Hearst shall maintain security controls and access limitations to all networkattached devices at all Hearst maintained facilities that are consistent withcommercially reasonable best practices within the industry.

 

6.                                       Monitoring.Hearst shall monitor the performance of the technical services twenty-fourhours a day, seven days a week. Hearst shall promptly notify the Company of anybug, outage or other problem it learns of with respect to any of the technicalservices. Hearst shall make technical personnel available to the Companytwenty-four hours per day, seven days per week. Upon learning of or receivingnotice of a problem with any service, qualified personnel shall promptlyconsult with the Company to assign a severity level to the problem as follows:

 

Severity 1:  A situation in whicha service is completely unavailable, and Hearst is unable to resolve or offeran alternative solution to resolve such problems (a “Work Around”) within theInitial Update Period as defined in the chart below.

 

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Severity 2:  A situation in whichmajor functionality of a service is unusable, the loss of functionalitymaterially impacts the operation of the service, and no Work Around isavailable.

 

Severity 3:  A situation in whichthere is a loss of a functionality that does not materially impact theoperations or use of the service. Any problem that was originally reported asSeverity 1 or Severity 2, but has been temporarily solved with a Work Around,shall be reduced in severity to Severity 3.

 

Severity 4:  A Severity 4situation means all other problems, issues and questions regarding a technicalservice other than those falling within the categories above.

 

7.                                       RemedyingProblems. After classifying the severity of a problem as set forth inSection 6 above, Hearst shall provide the following resources to remedy suchproblem:

 
| **Problem  Classification** | ** ** | **Telephone  Response** | ** ** | **“Initial Update Period”  to Communicate Action  Plan** | ** ** | **Action**                             | ** ** | **Time to identify  problem and  begin working  towards  resolution** | ** ** |
|-----------------------------|------------|-------------------------|------------|----------------------------------------------------------------------------------------|------------|----------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|
| Severity 1                  |       | 30 minutes              |       | 90 minutes                                                                             |       | Work continuously until resolved       |       | Immediately                                                                               |       |
| Severity 2                  |       | 1 Hour                  |       | 4 Business Hours                                                                       |       | Resolve completely as soon as possible |       | One Business Day                                                                          |       |
| Severity 3                  |       | 5 Business Hours        |       | 2 Business Days                                                                        |       | Reasonable action as needed            |       | Within five Business Days                                                                 |       |
| Severity 4                  |       | 8 Business Hours        |       | 5 Business Days                                                                        |       | Reasonable action as needed            |       | Within ten Business Days                                                                  |       |

 

Business hours are 8:00am until 5:00pm Eastern Time onMonday through Friday.

 

Unresolved Critical or High Problem Procedures:

Should a Severity 1 or Severity 2 problem not be fixed within theInitial Update Period, Hearst shall dedicate a full-time resource (in-house orthird party) qualified to address the situation until resolved. This resourceshall provide the Company, at a minimum, with detailed fix plans andtwice-daily updates.

 

If a permanent repair cannot be made, a temporary resolution (bypassand recovery) will be implemented and a permanent repair implemented thereafteras soon as practicable.

 

8.                                       FactorsBeyond Control. Hearst shall not be deemed to have failed to meet aStandard or otherwise be in default of this Agreement to the extent thatperformance of its obligations or attempts to cure any breach are delayed orprevented by reason of any act of God, fire, natural disaster, accident, act ofgovernment, vendor shortages or delays, Internet outages or any other causebeyond the reasonable****control ofHearst, provided that Hearst gives the Company written notice thereof promptlyand uses reasonable commercial efforts to cure the delay.

 

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