SHARED SERVICES AGREEMENT

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 Document s” 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:

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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 befor