**Exhibit10.7**

 

Confidential Treatment has beenrequested for portions of this Exhibit. The Confidential portions have beenredacted and are denoted by ***. The Confidential portions have been separatelyfiled with The Securities and Exchange Commission.

 

September 29,2004

 

Ms. Deborah McDermott

President, Broadcast Group

Young Broadcasting

599 Lexington Avenue, 47th Floor 

New York, NY 10022

 

Dear Deborah:

 

Reference is made to the AffiliationAgreement (“the Agreement”) between Young Broadcasting of Lansing, Inc. (“Broadcaster”)and CBS, dated September 19, 1994, as amended, regarding the affiliation oftelevision station WLNS-TV (“Station”), in Lansing, Michigan, with the CBSTelevision Network.

 

You and we mutually agree in this LetterAgreement to the following amendments and additional terms and conditions ofthe Agreement

#  

# 1.                                       In order to clarify that Broadcaster’s “first call”rights to Network Programs extend to such programs in digital format, you andwe agree that the initial words of Paragraph 1 of the Agreement prior to thestart of Subparagraph 1(a) shall be deleted and replaced by the followinglanguage:

 

“1.                                 Offer,Acceptance and Delivery of Network Programs

 

Broadcaster shall have a “first call”, as setforth below, on the program offerings of the CBS Television Network (“NetworkPrograms”). Such “first call” rights shall apply to Network Programs in bothanalog and digital format, it being understood that, with respect to digitalbroadcasting, “Network Programs” shall refer to the “Primary Network Feed”,which during the digital transition shall mean the digital version of thoseprograms transmitted to CBS Affiliates for the purpose of analog broadcasting,and not necessarily to any additional program streams that may be transmittedby the Network (i.e, “multi-plexed” programming).”

 

# 2.                                       In order to clarify that Broadcaster’s networknon-duplication protection and retransmission consent rights apply to digitalas well as analog broadcasting of Network Programs, you and we agree that thewords “in any and all formats” shall be inserted into the second line ofSubparagraph 9(b) of the Agreement after the words “network programming”, andin the first line of Subparagraph 4(b) after the word “signal”, Thus, thebeginning of these subparagraphs will read as follows:

 

Subparagraph 9(b)

“Broadcaster shall be entitled to exercise,within Affiliated Station’s Network Exclusivity Zone, the protection againstduplication of network programming in any and all formats,” 

 

Also, due to modification of the FCC’s regulations,you and we agree that the reference in the same Subparagraph 9(b) to “Section76.92 through 76.97 of the FCC rules” shall be amended to read “Sections 76.92through 76.95 of the FCC rules.”

 

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Subparagraph 4(b)

“Broadcasters may grant consent to theretransmission of Affiliates Station’s signal, in any and all formats . . .”

 

# 3.                                       In addition, you and we agree to the followingadditional terms and conditions which shall be made part of the Agreement

 

Subject to the same terms and conditionsspecified in the Affiliation Agreement including, without limitation, those setforth in Paragraph 4 thereof, and upon commencement of operation of the Station’sdigital (“DTV”) channel, the Station will, to the same extent as the Agreementprovides for carriage of Network programs on its analog channel, transmit onsuch DTV channel the digital feed of such Network programs in the technicalformat, consistent with the ATSC standards, provided by CBS, which shall bedeemed to include the transmission by Station of all program related material,as defined below, provided by CBS which can be accommodated within a six MHzchannel carrying a data stream of up to 19.4 megabits per second. It isexpressly understood that this Agreement applies only to the primary networkfeed in digital format of the program provided by the Network to its affiliatedstations for the purpose of analog broadcasting, together with any associatedprogram related material, and that Broadcaster will in no event be required tocarry additional Network digital programming (i.e., “multiplexed” programming).Consistent with and subject to the foregoing, the Station shall have the rightto use any available portion of its digital signal for the purpose oftransmitting local programs or any other material for any business purpose;provided, however, that in the event that CBS proposes that the Station carryNetwork multiplexed programming or ancillary data which is not “program related”as defined below, Broadcaster agrees to negotiate in good faith with CBSregarding the terms pursuant to which such multiplexed programming or ancillarydata may be carried. As used in this paragraph, “program-related material”shall mean ***.

 

# 4.                                       Subject to the FCC’s right-to-reject under Section73.658(e) of the FCC’s rules, Station will provide full, in-pattern clearanceof all programs (or, any program’s replacement) on the CBS Television Networkprogram schedule in all day-parts (including, but not limited to, WeekendSports programming), as set forth in the attached Schedule A, Station agreesnot to downgrade (i.e., delay to any period) or cancel clearance of any NetworkProgram without the written consent of CBS.

 

Broadcaster agrees to limit one-time-onlyprimetime preemptions to no more than 20 hours per calendar year allocatedproportionally in partial years (“the Primetime Preemption Cap”), PrimetimePreemptions in excess of 20 hours annually will be deemed a breach of theAgreement unless such preemptions are made pursuant to Section 73.658(e) of theFCC’s rules.

 

Similarly, Broadcaster agrees to limitone-time-only preemptions of Weekend Sports programming to no more than 30hours per calendar year (“the Weekend Sports Cap”). Weekend Sports preemptionsin excess of 30 hours annually will be deemed a breach of the Agreement unlesssuch preemptions are made pursuant to Section 73.658(e) of the FCC’s rules.

 

It is understood that Station’s obligationspursuant the above paragraph shall be subject to Station’s rights under Section73.658 (e) of the FCC’s rules and Paragraph 5 (a) of the Agreement, and thatStation’s legitimate exercise of such rights shall in no event be deemed abreach of the obligations set forth in the above paragraph and shall not countagainst the Primetime Preemption Cap or the Weekend Sports Cap as set forthabove; provided, however, that nothing in the foregoing will be construed topermit Station to preempt a program, regardless of the reason for thepreemption, in its live or agreed time period, and then broadcast such programin a different time period, without the express written consent of CBS;provided however, Station may broadcast up to 2 how-s of the CBS’s weekendchildren’s programming during weekends in other time periods, except theseprograms may not be broadcast, without CBS’s consent, in other CBS Network timeperiods and must be broadcast in consistent time periods. Clearance of CBSprogramming is subject to CBS continuing to offer general entertainmentprogramming.

 

# 5.                                       In order to extend the Agreement for an additionaleight (8) year term, Paragraph 3(a) of the Agreement is hereby deleted andreplaced by the following new Paragraph 3(a):

 

“3.                                 Termand Termination.

 

(a)                                  Term.

 

The term of this Agreement shall be theperiod commencing on October 1, 2004 and expiring on September 30, 2012,Notwithstanding any provision of any offer or acceptance under Paragraph 1hereof; upon the expiration or any termination of the term of this Agreement,Broadcaster shall have no right whatsoever to broadcast over Affiliated Stationany Network Program.”

 

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## ***         Subject to request forconfidential treatment; separately filed with the Commission.

 

2

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# 6.                                       The Affiliated Station’s Network Rate and NetCompensation as specified in Paragraph 2) of the Agreement will be revised tothe amount shown below on the indicated Effective Date:

 
| **Effective  Date**               | ** ** | **Network  Rate*** | ** ** | **Net  Compensation** | ** ** |
|-----------------------------------|------------|--------------------|------------|-----------------------|------------|
| Oct. 1, 2004 – Dec. 31, 2004 |       | $                  | ***        |                  | $          | *** |   |
| Jan. 1, 2005 –Sept. 30, 2005 |       | $                  | ***        |                  | $          | *** |   |
| Oct. 1, 2005-Sept. 30, 2006       |       | $                  | ***        |                  | $          | *** |   |
| Oct. 1, 2006-Sept. 30, 2014       |       | $                  | ***        |                  | $          | *** |   |

 

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*To beconfirmed by the parties.

 

# 7.                                       Station agrees to participate in CBS’ Coop andPromo Swap Programs at their current level and as currently defined andrequested by CBS.

 

# 8.                                       The terms of this Letter and AffiliationAgreement, and discussions related thereto, will not be disclosed to anyone whois not either employed by the Station or the corporate ownership of theStation; it being understood, however, that adherence to FCC filing requirementswill not constitute a violation of this point. Any press release regarding theterms of this negotiation or Agreement, shall be made jointly by the parties.The parties participation in negotiations related hereto shall constitute theiragreement to comply with this Confidentiality provision.

 

Further, it is hereby ratifiedand reaffirmed that throughout this Term the: 1) Terms of the September 23,1998 and October 22, 2001 Letter Agreements between you and us whichestablished, among other things, Station’s NFL Contribution and placed variousprogram exclusivity requirements on the Network remain in full force andeffect, per the terms of that Letter Agreement (plus any increase or renewalsagreed to by Broadcaster and the CBS Affiliate Board); 2) Station’sparticipation in the NCAA Exchange Value Program will continue as set forth inthe December 2, 2003 Letter for the term of this Agreement; and 3) Station’sparticipation in CBS Newspath will continue at the current rate of $*** plus ***%annual increase through September 30, 2007 and, thereafter, by such annualincreases agreed to by Broadcaster and the CBS Affiliate Board.

 

As herein amended, all termsand conditions of the Agreement are ratified and confirmed. All individualreference herein to Station or Broadcaster shill apply to both collectively.

 

Four copies of this LetterAgreement are enclosed. Please indicate your approval by signing each copy inthe space provided below, retain two copies for your records, and return twocopies to me.

 

Accepted and agreed:

 
| **YOUNG BROADCASTING  OF LANSING, INC.** | **CBS AFFILIATE RELATIONS  A Unit of CBS Broadcasting, Inc.** |
|------------------------------------------|---------------------------------------------------------------|
|                                     |                                                          |
|                                     |                                                          |
| By:                                      | /s/ Deborah McDermott                                         |   | By: | /s/ Peter K. Schruth |   |
|                                     |                                                          | Peter K. Schruth, President |
|                                     |                                                          |
| Best regards,                            |                                                          |
|                                     |                                                          |
|                                     |                                                          |
| cc:                                      | P. Schruth, D. Comisar, P. Farr                               |   |
|                                          |                                                               |  |  |  |  |  |

 

***  Subjectto request for confidential treatment; separately filed with the Commission.

 

3

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**ScheduleA. WLNS**

 

 

WLNS CurrentClearance of CBS Programming (all times local):

 
| *Monday-Friday*      |                                           |
|----------------------|------------------------------------------------|
|                 |                                           |
| CBS Morning News     | 4:30-5:00am                                    |
| The Early Show       | 7:00-9:00am   (full network  format) |
| Price Is Right       | 11:00am-12:00pm                                |
| Young & Restless | 12:30-1:30pm                                   |
| Bold & Beautiful | 1:30-2:00pm                                    |
| As The World Turns   | 2:00-3:00pm                                    |
| Guiding Light        | 3:00-4:00pm                                    |
| CBS Evening News     | 6:30-7:00pm                                    |
| Prime Time           | 8:00-11:00pm                                   |
| Late Show            | 11:35pm-12:57pm                                |
| Late Late Show       | 12:37am-1:37am                                 |
| Up To The Minute     | 2:37am-4:30am M-F                              |
|                 |                                           |
|                 |                                           |
| *Saturday*           |                                           |
|                 |                                           |
| Kids Programming:    | 7:00-8:00am                                    |
|                 |                                           |
| Sat. Early Show      | 9:00-11:00am                                   |
|                 |                                           |
| Kids Programming:    | 11:00am-12:00pm                                |
| Sat. Evening News    | 6:30-7:00pm                                    |
| Prime Time           | 8:00-11:00pm                                   |
|                 |                                           |
|                 |                                           |
| *Sunday*             |                                           |
|                 |                                           |
| Kids Programming:    | 7:00-8:00am                                    |
| CBS Sun. Morning     | 9:00-10:30am                                   |
| Face The Nation      | 10:30-11:00am                                  |
| Sun, Evening News    | 6:30-7:00pm                                    |
| Prime Time           | 7:00-11:00pm                                   |

 

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