**SILVER
      POINT FINANCE, LLC**


Two
      Greenwich Plaza


Greenwich,
      CT 06830





Dated
      as
      of February 13, 2008





Equity
      Media Holdings Corporation, as Borrower Representative


1
      Shackleford Drive, Suite 400


Little
      Rock, Arkansas 72111


Attention:
      Larry E. Morton, President


Fax
      No.:
      (501) 221-1101





Re:
            Third
                Amended and Restated Credit Agreement of even date herewith (as amended,
                supplemented and joined, the "Credit
                Agreement")
                among**EQUITY
                MEDIA HOLDINGS CORPORATION**,
                as successor by merger to Equity Broadcasting Corporation ("EMHC"),
                certain of EMHC's affiliates (together with EMHC, "Borrowers"),**SILVER
                POINT FINANCE, LLC**,
                as administrative agent and documentation agent (in such capacity,
                "Administrative
                Agent"),**WELLS
                FARGO FOOTHILL, INC.**,
                as collateral agent (in such capacity, "Collateral
                Agent",
                and together with Administrative Agent, the "Agents"),
                and the lenders that are from time to time parties thereto (each
                a
                "Lender"
                and collectively the "Lenders").




Ladies
      and Gentlemen:




Unless
      otherwise indicated, all capitalized terms used but not defined herein shall
      have the meanings assigned to such terms in the Credit Agreement.




**I.** **Required
      Dispositions** .




(a)  Within
      the time frames set forth in the chart below, Borrowers shall deliver to Agents,
      and maintain in full force and effect through closing thereunder, executed
      bona
      fide purchase agreements with third parties for Dispositions of Stations that
      will generate, in the aggregate, minimum Net Cash Proceeds as
      follows:




Within:
            
            Minimum Aggregate Net Cash
              Proceeds:Forty-five
                (45) days after the Closing Date
            
            $
            7,500,000Four
                (4) months after the Closing Date
            
            $
            10,000,000Seven
                (7) months after the Closing Date
            
            $
            20,000,000Ten
                (10) months after the Closing Date
            
            $
            30,000,000









(b)  Within
      the time frames set forth in the chart below, Borrowers shall close on
      Dispositions of Stations that will generate, in the aggregate, minimum Net
      Cash
      Proceeds as follows:




Within:
            
            Minimum Aggregate Net Cash
              Proceeds:Six
                (6) months after the Closing Date
            
            $
            7,500,000Nine
                (9) months after the Closing Date
            
            $
            10,000,000Eleven
                (11) months after the Closing Date
            
            $
            20,000,000Thirteen
                (13) months after the Closing Date
            
            $
            30,000,000




(c)  Notwithstanding
      the time periods set forth herein, Borrowers will not be in violation of this **Section
      I** if a
      delay in closing Dispositions (other than Permitted Dispositions) required
      to
      meet the benchmarks set forth above is due solely to either: (i) the Required
      Lenders' failure to respond to Borrowers' request for consent to such
      Dispositions prior to the proposed closing date thereof; or (ii) the
      Administrative Agent requests an updated appraisal in connection with an
      adjustment to the Sale Amount during the first five (5) Business Days after
      the
      execution of a bona fide letter of intent with respect to such Disposition
      is
      accordance with **Section
      2.18(a)(i)** of the
      Credit Agreement. In either situation, the right of Borrowers to extend the
      deadlines set forth in paragraphs (a) and (b) above shall be limited to the
      delay caused solely by the Required Lenders' failure to respond to Borrowers'
      request for consent to the Disposition described in (i) above or the number
      of
      days it takes for a the Administrative Agent to receive a revised appraisal
      pursuant to (ii) above.




(d)  Proceeds
      of the Dispositions required by this **Section
      I** will be
      applied pursuant to **Section
      2.05(b)** of the
      Credit Agreement.




**II.**  **Disposition
      of KWBF-TV** .
      Upon
      receipt by Borrowers, Borrowers shall accept any bona fide written offer to
      sell
      KWBF-TV (Little Rock, Arkansas) for no less than an amount that would result
      in
      Net Cash Proceeds of at least $8,000,000; provided that the terms and conditions
      of any such offer shall otherwise be reasonably acceptable to
      Borrowers.




**III** .  **Financial
      Officers** .
      Borrowers shall, at any time after March 28, 2008 upon the Required Lenders'
      or
      Administrative Agent's request, hire a financial advisor and/or chief
      restructuring officer at Borrowers' cost and expense, provided ,
      that
      such date shall be extended to April 30, 2008 if EMHC issues additional Equity
      Securities or Indebtedness permitted by the Credit Agreement and receives cash
      proceeds of $5,000,000 in exchange therefor prior to March 28, 2008. Such
      financial advisor and/or chief restructuring officer shall be selected and
      hired
      by EMHC, shall be reasonably acceptable to Agents and shall have duties and
      rights reasonably satisfactory to Agents.





**IV.**  **Cash
      Flow Forecasts and Covenants** .
      Prior
      to the Closing Date, Borrowers shall have delivered to Agents and Lenders a
      13-week cash flow forecast in the form of **Exhibit
      A** (beginning on the Closing Date). On the first (1 st )
      Business Day of each calendar week thereafter, Borrowers shall deliver to Agents
      an updated 13-week cash flow forecast which includes one additional week into
      the future than the previous week's forecast and the same next 12-week forecast
      as in the prior week's cash flow forecast, each in the form of **Exhibit
      A** based on
      Borrowers' reasonable cash flow projections, and each showing projected cash
      flow for the next thirteen (13) weeks as well as a historical comparison of
      actual performance to projected performance based on the previously submitted
      13-week cash flow forecasts. Borrowers shall maintain a minimum cumulative
      cash
      flow for each date listed under "Week Ending" in the amount set forth on **Exhibit
      A** under
      the heading "Covenant". For the purposes hereof, "minimum cumulative cash flow"
      shall be determined by aggregating the "Net Change" for each testing date with
      each of the previous week's "Net Change" listings, each as set forth on **Exhibit
      A** .
      This
      cash flow covenant shall be tested weekly upon the delivery of each 13-week
      cash
      flow forecast required pursuant to this **Section
      IV** .




**V.**  **Release
      of Reserve** .
      On the
      second (2 nd )
      Business Day of each calendar week following the "Week Ending" date set forth
      on **Exhibit
      A** ,
      Agents
      and Lenders shall release funds from the Reserve (as defined in the Credit
      Agreement) in an amount equal to the "Amount Released" corresponding with such
      "Week Ending" date on **Exhibit
      A** hereto
      so long as sufficient funds remain in the Reserve and no Default or Event of
      Default has occurred hereunder, under the Credit Agreement or under any of
      the
      Loan Documents.




**VI.**  **Miscellaneous
      Provisions** **.**




(a)  THIS
      LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THAT
      REQUIRE OR PERMIT APPLICATION OF THE LAWS OF ANY OTHER STATE OR
      JURISDICTION.




(b)  Borrowers
      acknowledge and agree that, a failure to comply in all respects with the terms
      of this letter shall constitute an Event of Default under the Credit Agreement
      and the other Loan Documents.




(c)  This
      letter shall, for all purposes, constitute a Loan Document.




(d)  This
      letter may be executed in any number of counterparts, each of which shall be
      an
      original but all of which together shall constitute one instrument. Each
      counterpart may consist of a number of copies hereof, each signed by less than
      all, but together signed by all, of the parties hereto.




(e)  Any
      signature delivered by a party by facsimile transmission shall be deemed to
      be
      an original signature hereto.




(f)  By
      signing this letter, Borrowers agree to be bound by the terms and conditions
      hereof.




(Signatures
      begin on the next page.)





Very
                    truly yours,**WELLS
                    FARGO FOOTHILL, INC.**,
                    as Collateral Agent and a LenderBy:_______________________________________Print Name:  ____________________________________Title: _________________________________________**SILVER
                    POINT FINANCE, LLC**,
                    as Administrative Agent and Documentation AgentBy: _______________________________________Print Name: ____________________________________Title: _________________________________________**SPF
                    CDO I, LTD.**,
                    as a LenderBy: _______________________________________Print Name: ____________________________________Title: _________________________________________**SPCP
                    GROUP, LLC**,
                    as a LenderBy: _______________________________________Print Name: ____________________________________Title: _________________________________________**FIELD
                    POINT III, LTD.**,
                    as a LenderBy: _______________________________________Print Name: ____________________________________Title: _________________________________________**FIELD
                    POINT IV, LTD.**,
                    as a LenderBy: _______________________________________Print Name: ____________________________________Title: ________________________________________







Accepted
      and agreed as of the day and year first above written.




BORROWERS:


EQUITY
      MEDIA HOLDINGS CORPORATION


By: _______________________________________Print Name: ____________________________________Title: ________________________________________




ARKANSAS
      49, INC.


BORGER
      BROADCASTING, INC.


DENVER
      BROADCASTING, INC.


EBC
      HARRISON, INC.


EBC
      PANAMA CITY, INC.


EBC
      POCATELLO, INC.


EBC
      SCOTTSBLUFF, INC.


EBC
      ST.
      LOUIS, INC.


EQUITY
      NEWS SERVICES, INC.,


f/k/a
                Hispanic News Network, Inc.


FORT
      SMITH 46, INC.


LA
      GRANDE
      BROADCASTING, INC.


LOGAN
      12,
      INC.


MARQUETTE
      BROADCASTING, INC.


MONTGOMERY
      22, INC.


NEVADA
      CHANNEL 3, INC.


NEWMONT
      BROADCASTING CORPORATION


PRICE
      BROADCASTING, INC.


PULLMAN
      BROADCASTING INC.


REP
      PLUS,
      INC.


RIVER
      CITY BROADCASTING, INC.


ROSEBURG
      BROADCASTING, INC.


SHAWNEE
      BROADCASTING, INC.


TV
      34,
      INC.


VERNAL
      BROADCASTING, INC.


WOODWARD
      BROADCASTING, INC.


EBC
      MINNEAPOLIS, INC.


EBC
      DETROIT, INC.


EBC
      BUFFALO, INC.


EBC
      WATERLOO, INC.


EBC
      ATLANTA, INC.


EBC
      SEATTLE, INC.


EBC
      KANSAS CITY, INC.


EBC
      SYRACUSE, INC.





NEVADA
      CHANNEL 6, INC.


EBC
      PROVO, INC.


EBC
      SOUTHWEST FLORIDA, INC.


EBC
      LOS
      ANGELES, INC.


EBC
      BOISE, INC.


C.A.S.H.
      SERVICES, INC. f/k/a Skyport


Services,
      Inc.


EBC
      NASHVILLE, INC.


EBC
      JACKSONVILLE, INC.





By: _____________________________________James
                HearnsbergerVice
                President of Each







Exhibit
      A


Cash
      Flow Projections





**Week#**
            
            **Week**
              **Ending**
            
            **Net Cash**
              **Flow**
            
            **Covenant**
            
            **Amount Released**1
            
            
            2/15/08
            
            $
            (546,700
            )
            $
            (546,700
            )
            $
            406,200
                less actual net change from week ending 2/15/082
            
            
            2/22/08
            
            
            (406,200
            )
            
            (952,900
            )
            
            —3
            
            
            2/29/08
            
            
            157,300
            
            
            (795,600
            )
            
            805,2004
            
            
            3/7/08
            
            
            (805,200
            )
            
            (1,600,800
            )
            
            575,5005
            
            
            3/14/08
            
            
            (575,500
            )
            
            (2,176,300
            )
            
            520,2006
            
            
            3/21/08
            
            
            (520,200
            )
            
            (2,696,500
            )
            
            —7
            
            
            3/28/08
            
            
            135,300
            
            
            (2,561,200
            )
            
            805,2008
            
            
            4/4/08
            
            
            (805,200
            )
            
            (3,366,400
            )
            
            42,2009
            
            
            4/11/08
            
            
            (42,200
            )
            
            (3,408,600
            )
            
            1,053,50010
            
            
            4/18/08
            
            
            (1,053,500
            )
            
            (4,462,100
            )
            
            —11
            
            
            4/25/08
            
            
            165,300
            
            
            (4,296,800
            )
            
            617,20012
            
            
            5/2/08
            
            
            (617,200
            )
            
            (4,914,000
            )




Equity media