**SILVER
      POINT FINANCE, LLC**


Two
      Greenwich Plaza


Greenwich,
      CT 06830





Dated
      as
      of March 19, 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:
            First
                Amendment toThird
                Amended and Restated Credit Agreement and Forbearance Agreement of
                even
                date herewith (the "First
                Amendment")
                amending the Third Amended and Restated Credit Agreement dated as
                of
                February 13, 2008 (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:




This
      letter agreement (this " Agreement ")
      is the
      First Amendment to Side Letter Agreement referred to in the First Amendment.
      Unless otherwise indicated, all capitalized terms used but not defined herein
      shall have the meanings assigned to such terms in the Credit
      Agreement.




For
      good
      and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, and to induce the Agents and Lenders to enter into the First
      Amendment, the parties hereto hereby amend the terms of that certain Side Letter
      Agreement dated as February 13, 2008 (the " Side
      Letter Agreement ")
      as
      follows:




1,  **Section
      I Amendments** . **Paragraphs
      (a) and (b) of**  **Section
      I** of the
      Side Letter Agreement are hereby amended to read in their entirety as
      follows:




"(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:









Not
                  later than the Date that is::
              
              MinimumAggregate
                Net Cash
                Proceeds:March
                  30, 2008
              
              $
              7,500,000Two
                  Months after March 17, 2008
              
              $
              10,000,000Four
                  (4) months after March 17, 2008
              
              $
              20,000,000Six
                  (6) months after March 17, 2008
              
              $
              30,000,000Eight
                  (8) months after March 17, 2008
              
              $
              40,000,000;




"(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:


Not
                  later than the Date that is:
              
              MinimumAggregate
                Net
                  Cash
                Proceeds:Four
                  (4) months after March 17, 2008
              
              $
              7,500,000Five
                  (5) months after March 17, 2008
              
              $
              10,000,000Seven
                  (7) months after March 17, 2008
              
              $
              20,000,000Nine
                  (9) months after March 17, 2008
              
              $
              30,000,000Eleven
                  (11) months after March 17, 2008
              
              $
              40,000,000"




**2.**  **Section
      III Amendments** **.
      Section III** of the
      Side Letter Agreement is hereby amended to read in its entirety as
      follows:




**"III** .  **Financial
      Officers** .
      Borrowers shall, at any time after the earlier of (a) April 18, 2008, and (b)
      the date of any Termination Event, 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. Borrowers shall commence the selection
      process for such parties promptly after the earlier to occur of (a) March 28,
      2008, and (b) the occurrence of a Termination Event."









**3.**  **Additional
      Definition** **.
      (a)**  The
      following definition is hereby added to the Side Letter Agreement as **Section
      III-A** (other
      than the Designated Defaults as defined in the First Amendment):




"For
      the
      purpose of this Agreement, “ **Termination
      Event** ”
shall
      mean the occurrence of any one or more of the following events:




(a)
      any
      misrepresentation by Borrowers made in the Credit Agreement or this letter,
      as
      amended, supplemented or otherwise modified from time to time;




(b)  any
      default by any Person other than an Agent or any Lender in the due observance
      or
      performance of, or compliance with, any covenant, condition or agreement
      contained in the Credit Agreement or this letter, as the same may be amended,
      supplemented or otherwise modified from time to time;




(c)
      the
      occurrence of a Default or an Event of Default under **Article
      VIII** of the
      Credit Agreement (other than a Default under **paragraph
      (d)(ii) of Article VIII** by
      reason of any default by Borrowers in earning minimum required levels of Minimum
      Revenues and EBITDA under **Section
      5.06(a)** of the
      Credit Agreement for the month of February 2008)."









(b)  A
      new **Exhibit
      A** is
      hereby added to the Side Letter Agreement to read in its entirety in the form
      of **Exhibit
      A** attached
      hereto and made a part hereof.




**4.** **Miscellaneous
      Provisions** **.**




(a)  THIS
      AGREEMENT 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 the Side Letter Agreement, as amended hereby, shall constitute an Event
      of
      Default under the Credit Agreement and the other Loan Documents.




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




(d)  This
      Agreement 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 Agreement, Borrowers agree to be bound by the terms and conditions
      hereof.




(g)  Except
      as
      amended hereby, the Side Letter Agreement shall remain in full force and effect
      and is in all respects hereby ratified and affirmed.




(Signatures
      begin on the next page.)










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