**Exhibit 10.6**

 

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 theAffiliation Agreement (“the Agreement”) between KLFY, L.P. (“Broadcaster”) andCBS, dated September 19, 1994, as amended, regarding the affiliation oftelevision station KLFY-TV (“Station”), in Lafayette, Louisiana, with the CBSTelevision Network.

 

You and we mutually agree inthis Letter Agreement to the following amendments and additional terms andconditions of the Agreement:

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## 1.                                       Inorder to clarify that Broadcaster’s “first call” rights to Network Programsextend to such programs in digital format, you and we agree that the initialwords of Paragraph 1 oldie Agreement prior to the start ofSubparagraph 1(a) shall be deleted and replaced by the following language:

 

“1.                                 Offer,Acceptance and Delivery of Network Programs

 

Broadcastershall have a “first call”, as set forth below, on the program offerings of theCBS Television Network (“Network Programs”). Such “first call” rights shall apply to Network Programs in both analogand 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.                                       Inorder to clarify that Broadcaster’s network non-duplication protection andretransmission consent rights apply to digital as well as analog broadcastingof Network Programs, you and we agree that the words “in any and all formats”shall be inserted into the second line of Subparagraph 9(b) of theAgreement after the words “network programming”, and in the first line ofSubparagraph 4(b) after the word “signal”. Thus, the beginning of these subparagraphs will read as follows:

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**Subparagraph 9’b’**

“Broadcastershall be entitled to exercise, within Affiliated Station’s Network ExclusivityZone, the protection against duplication of network programming in any and allformats...”

 

Also, due tomodification of the FCC’s regulations, you and we agree that the reference inthe same Subparagraph 9(b) to “Section 76.92 Through 76.97 of the FCCrules” shall be amended to read “Sections 76.92 through 76.95 of the FCCrules,”

 

**Subparagraph 4(b)**

“Broadcastersmay grant consent to the retransmission of Affiliated Station’s signal, in anyand all formats...”

 

## 3.                                       In addition, you and we agree to the following additional terms and conditionswhich shall be made part of the Agreement:

 

Subject to thesame terms and conditions specified in the Affiliation Agreement including,without limitation, those set forth in Paragraph 4 thereof and uponcommencement of operation of the Station’s digital (“DTV”) channel, the Stationwill, to the same extent as the Agreement provides for carriage of Networkprograms on its analog channel, transmit on such DTV channel the digital feedof such Network programs in the technical format; consistent with the ATSCstandards, provided by CBS, which shall be deemed to include the transmissionby Station of all program related material, as defined below, provided by CBSwhich can be accommodated within a six MHz channel carrying a data stream of upto 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

 

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event berequired to carry additional Network digital programming (i.e., “multiplexed”programming).  Consistent with andsubject to the foregoing, the Station shall have the right to use any availableportion of its digital signal for the purpose of transmitting local programs orany other material for any business purpose; provided, however, that in theevent that CBS proposes that the Station carry Network multiplexed programmingor ancillary data which is not “program related” as defined below, Broadcasteragrees to negotiate in good faith with CBS regarding the terms pursuant towhich such multiplexed programming or ancillary data may be carried.  As used in this paragraph, “program-relatedmaterial” shall mean ***.

 

## 4.                                       Subjectto the FCC’s right-to-reject under Section 73.658(e) of the FCC’s rules,Station will provide full, in-pattern clearance of all programs (or, anyprogram’s replacement) on the CBS Television Network program schedule in allday-parts (including, but not limited to, Weekend Sports programming), as setforth in the attached Schedule A. Station agrees not to downgrade (i.e., delay to any period) or cancelclearance of any Network Program without the written consent of CBS.  Further, (i) upon expiration ortermination of station’s current program agreement with Ken Copeland, Stationagrees to provide LIVE clearance of FACE THE NATION (or its replacement)currently at 9:30–10:00 A.M. local time, Monday – Friday, and (ii) uponelimination of the current co-op version of THE EARLY SHOW (or itsreplacement), Station agrees to provide live clearance of the fall-networkformat of the program from 7:00-9:00 a.m. local time, Monday-Friday.

 

Broadcasteragrees to limit one-time-only primetime preemptions to no more than 15 hoursper calendar year allocated proportionally in partial years (“the PrimetimePreemption Cap”).  Primetime Preemptionsin excess of 15 hours annually will be deemed a breach of the Agreement unlesssuch preemptions are made pursuant to Section 73.658(e) of the FCC’srules.

 

Similarly,Broadcaster agrees to limit one-time-only preemptions of Weekend Sportsprogramming to no more than 25 hours per calendar year (“the Weekend Sports Cap”).  Weekend Sports preemptions in excess of 25hours annually will be deemed a breach of the Agreement unless such preemptionsare made pursuant to Section 73.658(e) of the FCC’s rules.

 

It isunderstood that Station’s obligations pursuant the above paragraph shall besubject to Station’s rights under Section 73.658(e) of the FCC’s rules andParagraph 5(a) of the Agreement, and that Station’s legitimate exercise ofsuch rights shall in no event be deemed a breach of the obligations set forthin the above paragraph and shall not count against the Primetime Preemption Capor the Weekend Sports Cap as set forth above; provided, however, that nothingin 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 expresswritten consent of CBS; provided however, Station may broadcast up to 2 hoursof the CBS’s weekend children’s programming during weekends in other timeperiods, except these programs may not be broadcast, without CBS’s consent, inother CBS Network time periods and must be broadcast in consistent timeperiods.  Clearance of CBS programming issubject to CBS continuing to offer general entertainment programming.

 

## 5.                                       Inorder to extend the Agreement for an additional eight (8) year term,Paragraph 3(a) of the Agreement is hereby deleted and replaced by thefollowing new Paragraph 3(a):

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## ***         Subject to request for confidential treatment; separatelyfiled with the Commission.

 

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“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 oracceptance under Paragraph 1 hereof, upon the expiration or any terminationof the term of this Agreement, Broadcaster shall have no right whatsoever tobroadcast over Affiliated Station any Network Program.”

 

## 6.                                       TheAffiliated Station’s Network Rate and Net Compensation as specified inParagraph 2) of the Agreement will be revised to the amount shown below onthe indicated Effective Date:

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

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## *To be confirmed by the parties

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## 7.                                       CBSagrees to pay Station a one-time-only promotion fee of *** on or beforeDecember 31, 2004.

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## 8.                                       Stationagrees to participate in CBS’ Coop Program at its current level and ascurrently defined and requested by CBS.

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## 9.                                       Theterms of this Letter and Affiliation Agreement, and discussions relatedthereto, will not be disclosed to anyone who is not either employed by theStation or the corporate ownership of the Station; it being understood,however, that adherence to FCC filing requirements will not constitute aviolation of this point.  Any pressrelease regarding the terms of this negotiation or Agreement, shall be madejointly by the parties.  The partiesparticipation in negotiations related hereto shall constitute their agreementto comply with this Confidentiality provision.

 

Further, it is hereby ratifiedand reaffirmed that throughout this Term the: 1) Terms of the September23, 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.  ExchangeValue Program will continue as set forth in the December 2, 2003 Letter for theterm of this Agreement; and 3) Station’s participation in CBS Newspathwill continue at the current rate of $*** plus ***% annual increase throughSeptember 30, 2007 and, thereafter, by such annual increases agreed to byBroadcaster and the CBS Affiliate Board.

 

As herein amended, all termsand conditions of the Agreement are ratified and confirmed.  All individual reference herein to Station orBroadcaster shall apply to both collectively,

 

Four copies of this Letter Agreement are enclosed.  Please indicate your approval by signing eachcopy in the space provided below, retain two copies for your records, and returntwo copies to me.

 

Accepted andagreed:

 
| **KLFY, L.P.** | 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, P. Farr, J. Mitchell, R Weiss |   |
|                |                                           |  |  |  |  |  |

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

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## 3

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**Schedule A KLFY**

 

Current clearance of all CBS Network programs on KLFY (all times local):

 

 
| *Monday-Friday*       | * *                               |
|-----------------------|----------------------------------------|
| CBS Morning  News     | 4:00-4:30  a.m.                        |
| The Early  Show       | 7:00-9:00  a.m. (co-op)                |
| Price Is  Right       | 10:00  a.m.-11:00 a.m.                 |
| Young &  Restless | 11:00-12:00  p.m.                      |
| Bold &  Beautiful | 12:30-1:00  p.m.                       |
| As The World  Turns   | 1:00-2:00  p.m.                        |
| Guiding  Light        | 2:00-3:00  p.m.                        |
| CBS Evening  News     | 5:30-6:00  p.m.                        |
| Prime Time            | 7:00-10:00  p.m.                       |
| Late Show             | 10:35  p.m.-11:37 p.m.                 |
| Late Late  Show       | 12:37  a.m.-1:37 a.m. (one hour delay) |
| Up To The  Minute     | Mon-Fri  1:30-4:00 a.m.                |
| * *              | * *                               |
| * *              | * *                               |
| *Saturday*            | * *                               |
| Sat. Early  Show      | 7:00-9:00  a.m.                        |
| Kids Programming      | 9:00.11:30  a.m.                       |
| Sat. Evening  News    | 5:30-6:00  p.m.                        |
| Prime Time            | 7:00-10:00  p.m.                       |
| * *              | * *                               |
| * *              | * *                               |
| *Sunday*              | * *                               |
| CBS Sun.  Morning     | 8:00-9:30  a.m.                        |
| Kids  Programming     | 9:30-10:00  a.m.                       |
| Face The  Nation      | Unavailable                            |
| Sun. Evening  News    | 5:00-5:30  p.m.                        |
| Prime Time            | 6:00-10:00  p.m.                       |

 

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