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EXHIBIT
10.13
 
 CBS TELEVISION
51 WEST 52 STREET
NEW YORK, NEW YORK 10019-6188
 (212) 975-4191
FAX: (212) 975-4229
rtroutman@cbs.com
 RHONDA TROUTMAN
SENIOR VICE PRESIDENT,
CBS AFFILIATE RELATIONS
  Via Overnight Delivery
 
    1.
    
    In order to clarify that Broadcasters first call
rights to Network Programs extend to such programs in digital format,
you and we agree that the initial words of Paragraph 1 of the Agreement
prior to the start of Subparagraph 1 (a) shall be deleted and replaced by
the following language:
 1. Offer, Acceptance and Delivery of Network Programs
 Broadcaster shall have a first call, as set forth below, on the program
offerings of the CBS Television Network (Network Programs). Such first
call rights shall apply to Network Programs in both analog and digital
format, it being understood that, with respect to digital broadcasting,
Network Programs shall refer to the Primary Network Feed, which during
the digital transition shall mean the digital version of those programs
transmitted to CBS Affiliates for the purpose of analog broadcasting, and not
to any additional program streams that may be transmitted by the Network
(i.e., multi-plexed programming).




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2.
    
    In order to clarify that Broadcasters network non-duplication protection rights apply to
digital as well as analog broadcasting of Network Programs, you and we agree that the words
in analog and digital formats shall be inserted into the second line of Subparagraph 9(b)
of the Agreement after the words network programming, so that the beginning of this
subparagraph will read as follows:Broadcaster shall be entitled to exercise, within Affiliated Stations Network Exclusivity
Zone, the protection against duplication of network programming in analog and digital
formats,Also, due to modification of the FCCs regulations, you and we agree that the reference in
the same Subparagraph 9(b) to Section 76.92 through 76.97 of the FCC rules shall be amended
to read Sections 76.92 through 76.95 of the FCC rules.
 3.
    
    In addition, you and we agree to the following additional terms and conditions which
shall be made part of the Agreement:




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4.
    
    Subject to the FCCs Right to Reject under Section 73.658(e) of the FCCs
Rules, and superseding previous understandings regarding clearance of network
programming, Station will provide and maintain full, in-pattern clearance of all
programs (or, any programs replacement) on the CBS Television Network program
schedule in all day-parts (including, but not limited to, Weekend Sports
programming), in accordance with the foregoing and the attached Schedule A.
Station agrees to broadcast such Network Program in its entirety (including but
not limited to commercial announcements, billboards, credits, public service
announcements, promotional announcements and network identification), without
interruption, alteration, deletion or addition of any kind, from the beginning
of the Network Program to the final system cue at the conclusion of the Network
Program and not to downgrade, delay or change time periods of any Network
Program without the written consent of CBS.Further, Station agrees (i) to continue to provide live
clearance of the full network format THE EARLY
SHOW (or its replacement), 7:00-9:00am local time, Monday-Friday;
(ii) to provide live clearance of Face the Nation (or its
replacement), using one of the live feeds provided by CBS to Pacific
Time Zone stations; and (iii) to continue to provide
clearance of at least two (2) hours per weekday of the overnight service UP TO THE
MINUTE(or its replacement).Broadcaster agrees to limit one-time-only primetime preemptions to no more
than 12 hours per calendar year allocated proportionally in partial years (the
Primetime Preemption Cap). For any Primetime preemption beyond
12 hours and up to 17 hours annually, the Station agrees to pay CBS [*] per hour




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with an increase effective on each anniversary of the Agreement of [*] (the Primetime
Preemption Fee). Any Primetime preemption beyond 17 hours annually shall be considered a
breach of the Affiliation Agreement unless such preemptions are made pursuant to Section
73.658(e) of the FCCs rules. Station acknowledges that any primetime preemptions of
Network Programming in primetime for paid religion are done strictly for financial reasons
and in consideration of the terms hereof agrees not to preempt Network Programming in
primetime for paid religion during the Term.Similarly, Broadcaster agrees to limit one-time-only preemptions of Weekend Sports
programming to no more than 5 hours per calendar year allocated proportionately in
partial years(the Weekend Sports Cap). For any Weekend
Sports preemption beyond 5 hours
and up to 10 hours annually, the Station agrees to pay CBS [*] per hour with an increase
effective on each anniversary of the Agreement of [*] (the Weekend Preemption Fee). Any
Weekend Sports preemption beyond 10 hours annually shall be considered a breach of the
Affiliation Agreement unless such preemptions are made pursuant to Section 73.658(e) of
the FCCs rules.Station will promptly notify CBS of any preemption and payment of any Preemption Fee will
be made within sixty (60) days of the written notification from CBS of the amount due.It is understood that Stations obligations pursuant the above provisions shall be subject
to Stations rights under Section 73.658 (e) of the FCCs rules and Paragraph 5 (a) of the
Agreement, and that Stations exercise of such rights shall in no event be deemed a breach
of the obligations set forth in the above paragraph and shall not count against the
Primetime Preemption Cap or the Weekend Sports Cap as set forth above; provided, however,
that nothing in the foregoing will be construed to permit Station to preempt a program,
regardless of the reason for the preemption, in its live or agreed time period, and then
broadcast such program in a different time period, without the express written consent of
CBS. Station will use its best efforts to provide makegoods in a mutually agreed upon time
period for all primetime preemptions made for reasons other than the Right to Reject Rule
as defined in Section 73.658(e) of the FCC rules.5.
    
    This Letter Agreement and the terms herein shall become effective March 1, 2006 and
Paragraph 3 (a) of the Agreement shall be deleted and replaced by the following new Paragraph
3(a):




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6.
    
    Station agrees to participate in CBS Coop and Promo Swap Programs provided
the elements of such Programs remain as currently defined.7.
    
    Station agrees to abide by the standard CBS Service Mark requirements
specifying acceptable ways Station may utilize the CBS Eye Service Mark in
on-air and print advertising.8.
    
    The Affiliated Stations Annual Net Compensation as specified in Paragraphs
2(a) through 2(c) of the Agreement will be
revised to the amount shown below
on the indicated Effective Date:
 Effective
    
    Annual NetDate
    
    CompensationMarch 1, 2006  February 28, 2007
    
    [*]March 1, 2007  February 28, 2008
    
    [*]March 1,2008  February 29,2016
    
    [*]
 The foregoing represents CBSs total financial contribution to Station during this Term and
supersedes all previous agreements with respect thereto, including, but not limited to, all
compensation, promotion and capital contributions. Payments of Annual Net Compensation shall
be paid in twelve (12) equal installments and shall be due and payable monthly, in arrears,
within 20 days from the end of each calendar month during the applicable period for which
Annual Net Compensation is due. All references in the Agreement to Network Rate shall be
deleted.




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(c)
    
    Notwithstanding the foregoing, CBS consents to Station granting direct
broadcast satellite service carriers the right to retransmit its signal, including
CBS programming outside of Stations television market where Station is significantly
viewed and according to the provisions of the Satellite Home Viewer Extension and
Reauthorization Act of 2004, signed into law by the President on December 8, 2004;
provided, that the local CBS affiliate is carried on the service in the county. CBS
consent herein is limited to Stations initial agreement with carrier and Station
must obtain consent before entering into any renewal, extension or new agreement
which includes CBS programming.
 10.
    
    In order to reflect that television markets now generally are defined with
reference to Nielsen DMAs rather than with reference to Arbitron ADIs, you
and we agree that in Subparagraph 9(a) of the Agreement the language the
Area of Dominant Influence (ADI), as determined by Arbitron and published
in the then-current edition of its Television ADI Market Guide, shall be
stricken and replaced with the following: the Designated Market Area
(DMA), as most recently determined by the A.C. Nielsen Company,.11.
    
    In order to permit notices pursuant to the Agreement to be made by facsimile
delivery, you and we agree that the word facsimile shall be inserted between
personal delivery, and mail in the first sentence of Subparagraph 11(d) of
the Agreement, so that the beginning of the Subparagraph will read as follows:
  12.
    
    The terms of this Letter and Affiliation Agreement, and discussions related
thereto, will not be disclosed to anyone who is not either employed by the
Station or the corporate ownership of the Station and such disclosure shall be
subject to the employees agreement to this Confidentiality provision; it being
understood, however, that adherence to FCC filing requirements and
disclosures will not constitute a violation of this point; provided, that all
terms not required to be disclosed by the FCC are redacted. Any press
release regarding the terms of this negotiation or Agreement, shall be made
jointly by the parties.




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Fisher
Broadcasting  Oregon TV LLC
    
    CBS AFFILIATE RELATIONSA Unit of CBS Broadcasting, Inc.
 By:
    
    /s/ Colleen B. Brown
    
    
    
    By:
    
    /s/ Peter K. SchruthColleen B. Brown
    
    
    
    
    
    Peter K. SchruthPresident & Chief Executive Officer
    
    
    
    
    
    President




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Schedule A
KVAL Eugene
 Current
Clearance of CBS Programming on KVAL (all times local):
 Monday-FridayCBS Morning News
    
    5:30-6:00amThe Early Show
    
    7:00-9:00am (full-network format)Price Is Right
    
    10:00-11:00amYoung & Restless
    
    11:00am-12:00pmBold & Beautiful
    
    12:30-1:00pmAs The World Turns
    
    1:00-2:00pmGuiding Light
    
    2:00-3:00pmCBS Evening News
    
    5:30-6:00pmPrime Time
    
    8:00-11:00pmLate Show
    
    11:35pm-12:37amLate Late Show
    
    12:37am-1:37amUp To The Minute
    
    Minimum two hour clearanceSaturdaySaturday Early Show
    
    5:00-7:00amKids Programming
    
    7:00-10:00amSat. Evening News
    
    6:30-7:00pmPrime Time
    
    8:00-11:00pmSundayCBS Sun. Morning
    
    7:00-8:30amFace The Nation
    
    Live Pacific Time Zone Feed (see
para. 4)Sun. Evening News
    
    6:00-6:30pmPrime Time
    
    7:00-11:00pm