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 HEARST
CORPORATION, a Delaware corporation (“Hearst”), and HEARST-ARGYLE TELEVISION,
INC., a Delaware corporation (the “Company”).


 


W  I  T  N
E  S  S  E  T  H


 


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 Service
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 parties agree to amend the
Service Agreement as follows:


 


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


 


2. Effective January 1, 2006, Schedule 2.1A attached hereto and made a
part hereof shall be substituted in place and instead of Schedule 2.1 of the
Service Agreement.


 


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


 


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


 


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


 


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


 


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


 


IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date 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

  
						



 

















 


ADDENDUM 1


SERVICE LEVEL AGREEMENT


 


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


 


1.                                       Telephone/Help
Desk Support. Hearst shall make available via telephone twenty-four (24)
hours a day, seven (7) days a week, qualified personnel to advise the Company
in connection with any unavailability, malfunction or defect in any of the
technical services to be provided under the Service Agreement. Next day
response 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 time
overall and at least 99.95% of the time during the normal business hours of
between 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 that
provides response times consistent with industry standards. Hearst acknowledges
that it is hosting mission-critical applications and that it will make
provisions to provide adequate band width and highly available hardware width
adequate capacity and performance to insure acceptable access and response time
for end users. In the event that the delivery or availability of the technical
services fail to provide such response times and/or the Company is not
otherwise satisfied with the speed and/or the performance of any of the
technical services, Hearst will cooperate with the Company to modify the speed
and/or performance of the affected service(s) so that response times or
functions are delivered to the Company’s reasonable satisfaction.


 


4.                                       Backup
and Redundancy. Hearst shall use commercially reasonable efforts to
maintain adequate back-up and restore procedures (e.g.,
warm and hot back-ups of mission critical hardware, software and application
systems) such that corruption or failure of key systems can be restored within
a commercially reasonable timeframe. Additionally, Hearst will ensure that a
co-location hosting facility is available and that the redundant systems and
bandwidth are adequate to ensure continued operation of the technical services
in the event of failure.


 


5.                                       Physical
and Data Security. Hearst software and hardware will be located in secured
facilities. Hearst shall use commercially reasonable efforts to prevent
unauthorized physical or electronic access to the Hearst software and hardware.
Hearst shall maintain security controls and access limitations to all network
attached devices at all Hearst maintained facilities that are consistent with
commercially reasonable best practices within the industry.


 


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


 


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


 

















 


Severity 2:  A situation in which
major functionality of a service is unusable, the loss of functionality
materially impacts the operation of the service, and no Work Around is
available.


 


Severity 3:  A situation in which
there is a loss of a functionality that does not materially impact the
operations or use of the service. Any problem that was originally reported as
Severity 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 4
situation means all other problems, issues and questions regarding a technical
service other than those falling within the categories above.


 


7.                                       Remedying
Problems. After classifying the severity of a problem as set forth in
Section 6 above, Hearst shall provide the following resources to remedy such
problem:


 


	
  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 on
Monday through Friday.


 


Unresolved Critical or High Problem Procedures:


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


 


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


 


8.                                       Factors
Beyond Control. Hearst shall not be deemed to have failed to meet a
Standard or otherwise be in default of this Agreement to the extent that
performance of its obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster, accident, act of
government, vendor shortages or delays, Internet outages or any other cause
beyond the reasonable control of
Hearst, provided that Hearst gives the Company written notice thereof promptly
and uses reasonable commercial efforts to cure the delay.