Unassociated Document


    Exhibit
      10.14

    


    THIRD
      AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

    AGREEMENT
      AND FORBEARANCE AGREEMENT

    


    THIS
      THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FORBEARANCE
      AGREEMENT (this
      "Agreement")
      is
      made as of the 24th day of June, 2008, by and among

    


    EQUITY
      MEDIA HOLDINGS CORPORATION,
      a
      Delaware corporation (successor-by-merger to Equity Broadcasting Corporation,
      an
      Arkansas corporation) ("EMHC"),
      ARKANSAS
      49, INC.,
      an
      Arkansas corporation, BORGER
      BROADCASTING, INC.,
      a
      Nevada corporation, DENVER
      BROADCASTING, INC.,
      an
      Arkansas corporation, EBC
      HARRISON, INC.,
      an
      Arkansas corporation, EBC
      PANAMA CITY, INC.,
      an
      Arkansas corporation, EBC
      SCOTTSBLUFF, INC.,
      an
      Arkansas corporation, FORT
      SMITH 46, INC.,
      a
      Nevada corporation ("Fort
      Smith 46"),
      EQUITY
      NEWS SERVICES, INC. (formerly
      known as Hispanic News Network, Inc.), an Arkansas corporation, LOGAN
      12, INC.,
      an
      Arkansas corporation ("Logan
      12"),
      MARQUETTE
      BROADCASTING, INC.,
      a
      Nevada corporation, NEVADA
      CHANNEL 3, INC.,
      an
      Arkansas corporation, NEWMONT
      BROADCASTING CORPORATION,
      an
      Arkansas corporation, PRICE
      BROADCASTING, INC.,
      a
      Nevada corporation, PULLMAN
      BROADCASTING INC.,
      an
      Arkansas corporation ("PBI"),
      REP
      PLUS, INC.,
      an
      Arkansas corporation, RIVER
      CITY BROADCASTING, INC.,
      an
      Arkansas corporation ("River
      City"),
      ROSEBURG
      BROADCASTING, INC.,
      a
      Nevada corporation, TV
      34, INC.,
      an
      Arkansas corporation, VERNAL
      BROADCASTING, INC.,
      a
      Nevada corporation, WOODWARD
      BROADCASTING, INC.,
      a
      Nevada corporation, EBC
      MINNEAPOLIS, INC.,
      an
      Arkansas corporation, EBC
      DETROIT, INC.,
      an
      Arkansas corporation, EBC
      BUFFALO, INC.,
      an
      Arkansas corporation, EBC
      WATERLOO, INC.,
      an
      Arkansas corporation,
      EBC ATLANTA, INC.,
      an
      Arkansas corporation, EBC
      SEATTLE, INC.,
      an
      Arkansas corporation, EBC
      KANSAS CITY, INC.,
      an
      Arkansas corporation, EBC
      SYRACUSE, INC.,
      an
      Arkansas corporation, NEVADA
      CHANNEL 6, INC.,
      an
      Arkansas corporation, EBC
      PROVO, INC.,
      an
      Arkansas corporation, EBC
      SOUTHWEST FLORIDA, INC.,
      an
      Arkansas corporation, EBC
      LOS ANGELES, INC.,
      an
      Arkansas corporation, C.A.S.H.
      SERVICES, INC.
      (formerly known as Skyport Services, Inc.), an Arkansas corporation,
EBC
      NASHVILLE, INC.,
      an
      Arkansas corporation, EBC
      JACKSONVILLE, INC., an
      Arkansas corporation, CENTRAL
      ARKANSAS PAYROLL COMPANY,
      an
      Arkansas corporation, EQUITY
      INSURANCE COMPANY,
      an
      Arkansas corporation, KLRA,
      INC.,
      an
      Arkansas corporation, EBC
      POCATELLO, INC.,
      a
      Nevada corporation, EBC
      WICHITA FALLS, INC.,
      an
      Arkansas corporation, EBC
      MT. VERNON, INC.,
      an
      Arkansas corporation, EBC
      BOISE, INC.,
      an
      Arkansas corporation, EBC
      ST. LOUIS, INC.,
      an
      Arkansas corporation, LA
      GRANDE BROADCASTING, INC.,
      an
      Arkansas corporation, MONTGOMERY
      22, INC.,
      an
      Arkansas corporation, SHAWNEE
      BROADCASTING, INC.,
      an
      Arkansas corporation, EBC
      WACO, INC.,
      an
      Arkansascorporation and WYOMING
      CHANNEL 2, INC.,
      a
      Nevada corporation (together, the "Borrowers"
      and
      individually, a "Borrower").


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SPCP
      GROUP, LLC,
      a
      Delaware limited liability company ("SPCP"),
      SPF CDO I, LTD.,
      a
      Cayman Islands limited liability company ("SPF"),
      FIELD
      POINT III, LTD., a
      Cayman
      Islands limited liability company ("FPIII"),
      FIELD
      POINT IV, LTD.,
      a
      Cayman Islands limited liability company ("FPIV"),
      WELLS FARGO FOOTHILL, INC.,
      a
      California corporation ("WFF"),
      and
      the other financial institutions which, in accordance with Article
      XII
      of the
      Credit Agreement, hereafter become parties hereto and "Lenders" under the Credit
      Agreement (collectively, "Lenders"
      and
      each individually, a "Lender");

     

    SILVER
      POINT FINANCE, LLC,
      a
      Delaware limited liability company, as Administrative Agent for Lenders (in
      such
      capacity, together with its successors and assigns in such capacity,
      "Administrative
      Agent"),
      and
      as Documentation Agent for Lenders (in such capacity, together with its
      successors and assigns in such capacity, "Documentation
      Agent");

     

    WELLS
      FARGO FOOTHILL, INC.,
      a
      California corporation, as Collateral Agent (in such capacity, together with
      its
      successors and assigns in such capacity, "Collateral
      Agent").

     

    W
      I T N E S S E T H T H A T

     

    WHEREAS,
      Borrowers are indebted to the Lenders pursuant to a certain Third Amended and
      Restated Credit Agreement dated as of February 13, 2008, as amended and
      supplemented by a certain First Amendment to Third Amended and Restated Credit
      Agreement and Forbearance Agreement dated as of March 19, 2008 and a certain
      Second Amendment to Third Amended and Restated Credit Agreement and Forbearance
      Agreement dated as of April 28, 2008 (as so amended and supplemented, and as
      the
      same may be further amended, restated, supplemented and otherwise modified
      from
      time to time, the "Credit
      Agreement");
      and


     

    WHEREAS,
      on the date hereof Borrowers are in default under the Credit Agreement as
      described in Exhibit
      A
      attached
      hereto and made a part hereof (the "Existing
      Defaults");
      and

     

    WHEREAS,
      Borrowers have requested that Lenders, Administrative Agent and Collateral
      Agent
      (collectively, "Lender
      Group")
      forbear from exercising their rights and remedies under the Credit Agreement
      and
      the related Security Documents as a result of such Existing Defaults and a
      Financial Covenant Default (as hereinafter defined) until the end of the
      Forbearance Period (as hereinafter defined); and

     

    WHEREAS,
      Borrowers have requested that certain Lenders provide additional financing
      to
      Borrowers as hereinafter provided; and

     

    WHEREAS,
      Lender Group is willing to agree to forbear from exercising its rights and
      remedies with respect to the Existing Defaults and any Financial Covenant
      Default for the Forbearance Period specified herein and on the terms and
      conditions specified herein and certain Lenders are willing to extend such
      additional financing on the terms and conditions specified herein and in the
      Credit Agreement, as amended hereby; and


    
      
        
        

      

      
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    WHEREAS,
      the parties hereto desire to amend the Credit Agreement as hereinafter
      provided;

     

    NOW
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties hereto hereby agree as follows:

     

    1. Definitions.

     

    Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      identical meanings assigned to them in the Credit Agreement, as amended
      hereby.

     

    2. Acknowledgments
      of Borrowers.

     

    (a) Acknowledgment
      of Indebtedness.
      Borrowers hereby acknowledge, confirm and agree that as of the date hereof
      and
      prior to taking into account the funding of any Term Loans C (as
      hereinafter defined), Borrowers are indebted to Lenders in respect of: (i)
      the
      Revolving Credit Loan in the aggregate outstanding principal amount of
      $5,512,500.00 plus accrued and unpaid interest; (ii) the Term Loans A in the
      aggregate outstanding principal amount of $12,000,000.00, plus accrued and
      unpaid interest; (iii) the Term Loans B (including, without limitation, certain
      Additional Term Loans B made prior to the date hereof) in the aggregate
      outstanding principal amount of $38,495,541.00, plus accrued and unpaid interest
      and (iv) all legal and other fees in connection with this Agreement, the Credit
      Agreement and/or any other Loan Document, including, without limitation, all
      reasonable fees and expenses of Edwards Angell Palmer & Dodge LLP, special
      counsel to Administrative Agent, Milbank, Tweed, Hadley & McCloy LLP,
      special counsel to Administrative Agent, and Paul Hastings, special counsel
      to
      Collateral Agent, in each case accrued to the date hereof. The Revolving Credit
      Loan, the Term Loans A and the Term Loans B, together with interest accrued
      and
      accruing thereon, and fees, costs, expenses and other charges now or hereafter
      payable by Borrowers to Lender, are unconditionally owing by Borrowers, without
      offset, defense or counterclaim of any kind, nature or description
      whatsoever.

     

    (b) Acknowledgement
      of Security Interests.
      Borrowers hereby acknowledge, confirm and agree that Lender Group has and shall
      continue to have valid, enforceable and perfected first-priority liens upon,
      and
      security interests in, the Collateral heretofore granted to Collateral Agent
      for
      the benefit of Lenders pursuant to the Loan Documents or otherwise granted
      to or
      held by Lender Group, subject to encumbrances permitted under the Credit
      Agreement, if any.


    
      
        
        

      

      
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    (c) Acknowledgement
      Concerning Loans.

     

    Borrowers
      hereby acknowledge, confirm and agree that no Borrower is entitled to request
      any further Loans (including, without limitation, Additional Term Loans B),
      advances or financial accommodations under the Credit Agreement, and that Lender
      Group is under no obligation to make any further Loans (including, without
      limitation, Additional Term Loans B), advances or financial accommodations
      to
      any Borrower. Notwithstanding the foregoing, the Lenders identified on
Exhibit
      C
      attached
      hereto (collectively, the "Term
      Loan C Lenders"),
      provided no Termination Event (as hereinafter defined) has occurred, shall,
      subject to the terms and conditions contained herein, make Term Loans C to
      Borrowers from time to time during the Forbearance Period in accordance with
      and
      subject to this Agreement and the Credit Agreement, as amended hereby. Such
      Term
      Loans C shall be deemed to be Loans as defined in, and subject to the terms
      of,
      the Credit Agreement (including, without limitation, provisions as to the
      accrual and payment of interest and principal) and secured pari passu under
      the
      related Security Documents, as amended; provided that such Term Loans C shall
      be
      advanced in accordance with Section
      6
      (instead
      of Section
      2.01(c)
      of the
      Credit Agreement) and requests for such Term Loans C shall be made in accordance
      with Section
      6
      (instead
      of Section
      2.03
      of the
      Credit Agreement). Each Term Loan C Lender shall be deemed to be a Lender as
      defined in, and subject to the terms of, the Credit Agreement, as amended,
      from
      and after the date this Agreement becomes effective. 

    


    3. Forbearance
      in Respect of Events of Default.

     

    (a) Acknowledgement
      of Defaults.
      Borrowers hereby acknowledge and agree that the Existing Defaults have occurred
      as of the date hereof and will be continuing, which Existing Defaults constitute
      Events of Default. The Borrowers further represent and warrant that as of the
      date hereof no other Defaults or Events of Default under the Loan Documents
      exist. The Borrowers hereby acknowledge and agree that Lender Group has the
      present right to exercise all remedies available under the Loan Documents and
      applicable law, and that Borrowers' Obligations to Lender Group are immediately
      due and payable without notice or demand.

     

    (b) Forbearance.

     

    (i) In
      reliance upon the representations, warranties and covenants of Borrowers
      contained in this Agreement, and subject to the terms and conditions of this
      Agreement and any documents or instruments executed in connection herewith,
      Lender Group agrees to forbear from exercising, or causing the exercise of,
      its
      rights and remedies under the Loan Documents or applicable law in respect of
      or
      arising out of (x) the Existing Defaults and (y) a Default or Event of Default
      under Section
      5.06
      of the
      Credit Agreement (a "Financial
      Covenant Default")
      for
      the period (the "Forbearance
      Period")
      commencing on the date this Agreement becomes effective and ending on the
      earliest to occur of: (I) December 23, 2008 or (II) the occurrence of a
      Termination Event (as hereinafter defined); provided that
      Required
      Lenders may in their sole and absolute discretion elect to terminate the
      Forbearance Period on any date occurring on or after September 15, 2008 by
      delivering written notice of such election to EMHC. 

     

    (ii) Upon
      the
      termination of the Forbearance Period, the agreement of Lender Group to forbear
      shall automatically and without further action terminate and be of no force
      and
      effect; it being expressly agreed that the effect of such termination will
      be to
      permit Lender Group to exercise, or cause the exercise of, any rights and
      remedies available to it, if any, immediately, without any further notice,
      passage of time or forbearance of any kind.


    
      
        
        

      

      
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    (iii) For
      the
      purpose of this Agreement, "Termination
      Event"
      shall
      have the meaning given to such term in that certain Side Letter Agreement dated
      as of February 13, 2008, as amended by a certain First Amendment to Side Letter
      Agreement dated as of March 19, 2008, a certain Second Amendment to Side Letter
      Agreement dated as of April 28, 2008, and a certain Third Amendment to Side
      Letter Agreement of even date herewith by and among Borrowers, Agents and
      Lenders (as so amended, the "Side
      Letter Agreement").

     

    (c) No
      Waivers; Reservation of Rights.

     

    (i) Lender
      Group has not waived, and is not waiving, by the execution of this Agreement,
      the funding of any Term Loans C or the acceptance of any payments hereunder
      or
      under the Credit Agreement, the Existing Defaults, a Financial Covenant Default,
      or any Default, Event of Default or Termination Event which has occurred or
      may
      hereafter occur (whether the same or similar to the Existing Defaults, a
      Financial Covenant Default or otherwise), and Lender Group has not agreed to
      forbear with respect to any of its rights or remedies concerning any Default
      or
      Event of Default (other than, solely during the Forbearance Period, the Existing
      Defaults and any Financial Covenant Default to the extent expressly set forth
      herein), which may have occurred or is continuing as of the date hereof or
      which
      may occur after the date hereof.

     

    (ii) Subject
      to Section 3(b) above (solely with respect to the Existing Defaults and any
      Financial Covenant Default), Lender Group and each Agent reserves the right,
      in
      its discretion, to exercise, or cause the exercise of, any or all of their
      rights and remedies under the Credit Agreement, the other Loan Documents and
      applicable law as a result of the Existing Defaults, any Financial Covenant
      Default, or any other Default or Event of Default which has occurred or may
      hereafter occur. For the avoidance of doubt, the forbearance of the Lender
      Group
      under Section 3(b) above with respect to (i) the Existing Defaults applies
      only
      to such defaults as they exist on the date hereof and (ii) any Financial
      Covenant Default applies only to such defaults occurring under Section
      5.06
      during
      the Forbearance Period.

     

    (iii) Without
      limiting the generality of the foregoing, Borrowers will not claim that any
      prior action or course of conduct by Lender Group or any Agent constitutes
      an
      agreement or obligation to continue such action or course of conduct in the
      future. Each Borrower acknowledges that neither Lender Group nor any Agent
      has
      made any commitment as to: (i) any future funding of any Loan, (ii) the length
      of the Forbearance Period or (iii) how or whether the Existing Defaults,
      Financial Covenant Defaults or any other Default or Event of Default will be
      resolved upon termination or expiration of the Forbearance Period.

     

    (iv) Except
      as
      expressly provided herein, nothing in this Agreement shall be construed as
      an
      amendment to the Credit Agreement or any other Loan Document. The Credit
      Agreement and the other Loan Documents are in full force and effect, and shall
      remain in full force and effect unless and until an agreement modifying the
      Credit Agreement or such other Loan Document is executed and delivered by the
      applicable parties, and then only to the extent such agreement actually modifies
      such documents. The parties hereto further acknowledge and agree that this
      Agreement shall constitute a Loan Document for all purposes.


    
      
        
        

      

      
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    4. Consent
      to Certain Transactions.
      

     

    (a) Borrowers
      have advised Lender Group that they desire to (i) sell to Luken Communications,
      LLC certain assets relating to the Retro Television Network (such sale, the
      "RTN
      Disposition")
      in
      accordance with the terms of that certain Stock Purchase Agreement, dated as
      of
      June 24, 2008, among EMHC, C.A.S.H. Services, Inc., Retro Programming Services,
      Inc. and Luken Communications, LLC (the "RTN
      Purchase Agreement"),
      (ii)
      sell to Luken Communications, LLC the Stations located in the markets of
      Minneapolis, Oklahoma City/Tulsa, Ft. Myers/Naples, Waco/Temple/Bryan and
      Amarillo (such sales, the "Waived
      Station Sales"
      and,
      together with the RTN Disposition, the "Waived
      Dispositions")
      in
      accordance with the terms of each Asset Purchase Agreement, dated as of June
      24,
      2008, between the related selling party named therein and Luken Communications,
      LLC (the "Waived
      Station Purchase Agreement"
      and,
      together with the RTN Purchase Agreement, the "Waived
      Disposition Purchase Documents")
      and
      (iii) issue and sell 8,050,000 warrants for an aggregate purchase price of
      $1,500,000 to Luken Communications, LLC (such issuance, the "Warrant
      Issuance"
      and,
      together with the Waived Dispositions, the "Waived
      Transactions")
      in
      accordance with the terms of that certain Warrant Purchase Agreement, dated
      as
      of June 24, 2008, between EMHC and Luken Communications, LLC (the "Warrant
      Agreement"
      and
      together with the Waived Disposition Purchase Documents, the "Luken
      Agreements").
      Borrowers have requested that Lender Group consent to such Waived Transactions
      and waive non-compliance by Borrowers under the Credit Agreement resulting
      from
      the Borrowers entering into the Waived Transactions. In reliance upon the
      representations, warranties and covenants of Borrowers contained in this
      Agreement, and subject to the terms and conditions of this Agreement and any
      documents or instruments executed in connection herewith and provided that
      no
      Termination Event has occurred or shall occur prior to the consummation of
      such
      transactions, Lender Group hereby consents to the Waived Transactions and hereby
      waives compliance by Borrowers with any covenant in the Credit Agreement solely
      to the extent that such covenant would be breached as a result of the
      consummation of the Waived Transactions on the terms and conditions set forth
      herein and therein. For the avoidance of doubt, the consent contained in this
      Section 4 is limited to the sales and issuance set forth above and nothing
      in
      this Agreement shall constitute (i) a consent by Lender Group to any other
      matter, including without limitation the exercise by Borrowers of any right
      or
      remedy under the Luken Agreements (including, without limitation, the exercise
      of any repurchase or termination option thereunder) or the granting of any
      lien
      thereunder or (ii) a waiver by Lender Group of the application of the proceeds
      of the Waived Transactions in the manner required by this Agreement and the
      Credit Agreement. Borrowers acknowledge and agree that Lender Group is
      consenting to the Waived Transactions in reliance on each of the Waived
      Transactions being consummated and that the failure of any of the Waived
      Transactions to be consummated shall negate the Lender Group's consent for
      all
      of the Waived Transactions. 


    
      
        
        

      

      
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    (b)
      Borrowers hereby (i) covenant and agree that the "Additional Stations Purchase
      Prepayment" (as defined in the RTN Purchase Agreement as in effect on the date
      hereof) and any similar or replacement payment paid with respect to the Waived
      Transactions shall be applied to the Loans as proceeds from the Disposition
      of
      Assets, whether or not the Waived Transactions have been consummated as of
      such
      time and Borrower shall direct the Persons making such payments to make payment
      directly to the account of the Administrative Agent for distribution to the
      Lenders and (ii) acknowledge and agree that all of their respective rights
      and
      remedies under the Luken Agreements and all documents and instruments delivered
      in connection therewith or related thereto (including, without limitation,
      all
      repurchase and termination options and related rights thereunder) constitute
      Collateral granted to Collateral Agent for the benefit of the Lenders in
      accordance with the Loan Documents, and Borrowers hereby grant to Collateral
      Agent a security interest in all such rights and remedies to secure the
      Obligations owed to Lenders and further agree to execute and deliver all
      Security Documents or such additional instruments, certificates and documents,
      and take all actions, as Agents shall request to ensure that (x) Collateral
      Agent and Lenders have a first priority security interest in all such rights
      and
      (y) Collateral Agent is able to direct the enforcement of such rights (both
      prior to or following any Default or Event of Default).

     

    5. Additional Definitions.
      The
      following new definitions are hereby added to Section
      1.01
      of the
      Credit Agreement:

     

    "Aggregate
      Term Loan C Commitments:
      up to
      six million five hundred thousand dollars ($6,500,000) as determined in
      accordance with the terms of this Agreement."

     

    "Excluded
      Borrowers:
      KLRA,
      Inc., EBC Pocatello, Inc., EBC Mt. Vernon, Inc., EBC Boise, Inc., EBC St. Louis,
      Inc., La Grande Broadcasting, Inc., Montgomery 22, Inc., Shawnee Broadcasting,
      Inc., and Wyoming Channel 2, Inc."

     

    "Increased
      Availability Date:
      each
      date, if any, following September 15, 2008 upon which the Term Loan C Lenders
      in
      their sole and absolute discretion determine (as evidenced by written notice
      delivered to the Borrowers) to increase the then-applicable available Aggregate
      Term Loan C Commitments. Without limiting the discretion of the Term Loan C
      Lenders set forth in the preceding sentence, in making their determination
      as to
      whether to provide additional availability to the Borrowers, the Term Loan
      C
      Lenders presently intend to consider, among other factors they may deem
      relevant, the Borrowers' operations, earnings, expenses, assets, liabilities
      (contingent or otherwise), financial condition and/or prospects including,
      without limitation, (i) the performance and composition of Borrowers’ management
      team from and after the date hereof, (ii) evidence that the Borrowers have
      achieved sustainable reductions in costs and/or increases in revenues that
      significantly improve, to the satisfaction of the Term Loan C Lenders, the
      Borrowers’ cash flow forecasts for the period through December 23, 2008 and
      (iii) evidence that the Borrowers have executed one or more bona fide purchase
      agreements satisfactory to the Term Loan C Lenders for the sale of assets that
      will yield Net Cash Proceeds by December 23, 2008 in an amount which is
      satisfactory to the Term Loan C Lenders."


    
      
        
        

      

      
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    "Key
      Person:
      with
      respect to any position indicated on Schedule 5 to the Third Amendment, each
      Person listed opposite such position on Schedule 5 to the Third Amendment or
      any
      replacement of such Person reasonably satisfactory to the Required
      Lenders."

     

    "Key
      Person Event:
      the
      failure of any position indicated on Schedule 5 to the Third Amendment to at
      all
      times be occupied by the respective Key Person with respect thereto and such
      failure continues for a period of fifteen (15) consecutive calendar
      days."

     

    "Net
      Cash Proceeds:
      with
      respect to any Disposition, the aggregate amount of all cash payments received
      by a Borrower, directly or indirectly, in connection with such Disposition,
      whether at the time thereof or after the consummation of such Disposition under
      deferred payment arrangements or investments entered into or received in
      connection with such Disposition, minus
      the
      aggregate amount of all reasonable and customary (i) legal, regulatory, title
      and recording tax expenses; (ii) transfer taxes, and (iii) commissions and
      other
      fees and expenses paid at any time by a Borrower in connection with such
      Disposition, and minus
      amounts
      paid to discharge liens on the Disposed of property and minus
      any
      taxes payable or due in connection with such Disposition or reasonable and
      customary cash reserves established therefor in connection with such
      Disposition. Net Cash Proceeds shall not include, however, any exchange credit
      received in a tax deferred exchange of property. " 

    


    "RTN
      Disposition:
      the
      meaning specified in the Third Amendment."

    


    "RTN
      Purchase Agreement:
      the
      meaning specified in the Third Amendment."

     

    "Term
      Loan C Commitment:
      with
      respect to each Term Loan C Lender, the commitment of such Term Loan C Lender
      to
      make Term Loans C. The initial amount of each Term Loan C Lender's Term Loan
      C
      Commitment is set forth in Exhibit C to the Third Amendment."

     

    "Term
      Loan C Lenders:
      Lenders
      holding Term Loan C Notes."

     

    "Term
      Loan C Notes:
      the
      meaning specified in the Third Amendment."

     

    "Term
      Loans:
      Term
      Loans A, Term Loans B and Term Loans C."

     

    "Term
      Loans C:
      Loans
      made by Term Loan C Lenders pursuant to the Third Amendment."

     

    "Third
      Amendment:
      that
      certain Third Amendment to Third Amended and Restated Credit Agreement and
      Forbearance Agreement dated as of June 24, 2008, among Borrowers, Lenders and
      Agents."

     

    "Third
      Amendment Closing Date:
      the
      date of closing of the Third Amendment."


    
      
        
        

      

      
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    "Waived
      Disposition:
      the
      meaning specified in the Third Amendment."

     

    "Waived
      Disposition Purchase Documents:
      the
      meaning specified in the Third Amendment."

     

    "Waived
      Station Purchase Agreement:
      the
      meaning specified in the Third Amendment."

     

    "Waived
      Station Sales:
      the
      meaning specified in the Third Amendment."

     

    6. Term
      Loans C. (i)
      Subject to the terms and conditions contained in this Agreement and the Credit
      Agreement, as amended by this Agreement, each Term Loan C Lender agrees
      severally to make one or more loans pursuant to this Section
      6
      (collectively, the "Term
      Loans C")
      to
      Borrowers from time to time during the Forbearance Period in an aggregate
      principal amount which does not exceed the amount of such Lender's commitment
      to
      make Term Loans C, provided,
      however,
      (i)
      Term Loan C Lenders shall have no obligation to make any Term Loans C if, after
      giving effect to such Term Loans C, the sum of the aggregate amount of the
      Term
      Loans C advanced by Term Loan C Lenders plus the amount of the requested Term
      Loans C would exceed the available Aggregate Term Loan C Commitment then in
      effect and (ii) unless and until an Increased Availability Date shall occur,
      the
      available Aggregate Term Loan C Commitments shall not exceed $1,500,000. The
      Term Loan C Lenders' respective maximum commitments to make Term Loans C are
      set
      forth in Exhibit
      C
      hereto.
      The Term Loans C shall constitute Term Loans for all purposes of the Credit
      Agreement, as amended hereby. 

    


    (ii) On
      any
      date during the Forbearance Period on which interest on the Loans or fees or
      expense reimbursements required are payable by Borrowers, Borrowers shall be
      automatically (without the giving of any notice) deemed to have requested Terms
      Loans C to be made in an amount equal to all interest on the Loans and/or fees
      and expense reimbursements due and payable on such date and Billing Agent shall
      promptly notify Term Loan C Lenders of each such request and the amount of
      the
      Term Loans C to be advanced on such date; provided,
      however,
      that
      the Terms Loans C shall be made within the limits of the then available
      Aggregate Term Loan C Commitment and Borrowers shall not have the right to
      re-borrow principal amounts repaid or prepaid in respect to the Term Loans
      C.
      The Term Loans C shall be made by the Term Loan C Lenders Pro Rata in accordance
      with Section
      2.13
      of the
      Credit Agreement, as amended by this Agreement. Not later than 2:00 P.M.
      (California time) on the date Term Loans C are to be advanced, each Term Loan
      C
      Lender shall make available to Billing Agent the portion of the Term Loans
      C to
      be made by it on such date, in immediately available funds, for the account
      of
      Borrower. The amount so received by Billing Agent shall, subject to the terms
      and conditions of this Agreement and the Credit Agreement, be directly applied
      by Billing Agent to the payment of all interest on the Loans and fees and
      expense reimbursements due and payable on such date or to such other purposes
      as
      the Required Lenders in their sole and absolute discretion shall consent to
      in
      writing. No Term Loans C may be drawn by Borrowers for any purpose other than
      as
      provided in this Section
      6(ii).


    
      
        
        

      

      
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    (iii) The
      borrowings under this Section
      6
      shall be
      evidenced by Borrowers' Secured Promissory Notes issued to the respective Term
      Loan C Lenders (together with any additional Secured Promissory Notes issued
      to
      assignee(s) of the Term Loan C Lenders under Article
      XII
      of the
      Credit Agreement or otherwise issued in addition thereto, in substitution
      therefor or amendment or replacement thereof, collectively, the "Term
      Loan C Notes"),
      and
      the Term Loan C Notes shall constitute Term Notes for all purposes of the Credit
      Agreement, as amended hereby. 

     

    (iv) Borrowers'
      right to request or receive Term Loans C shall terminate upon termination
      or expiration of the Forbearance Period.

     

    7. Article
      I Amendments.

     

    (a) The
      following definitions in Section
      1.01
      of the
      Credit Agreement are hereby amended to read in their entirety as
      follows:

     

    "Base
      Rate:
      the per
      annum interest rate calculated from time to time as being the sum of
      (i) the greatest of (A) the Prime Rate, (B) the Federal Funds
      Rate in effect on such day plus fifty (50) basis points (0.50%), and (C) seven
      and one-half percent (7.50%) per annum plus
      (ii) nine percent (9.00%)."

     

    "Billing
      Agent:
      (i)
      with respect to the Revolving Credit Loans, WFF, for itself and the other
      Revolving Credit Lenders; (ii) with respect to the Term Loans A, WFF, for itself
      and the other Term Loan A Lenders; (iii) with respect to the Term Loans B,
      Silver Point, for itself and the Term Loan B Lenders; and (iv) with respect
      to
      the Term Loans C, Silver Point, for itself and the Term Loan C
      Lenders."

     

    "Pro
      Rata; Pro Rata Share and Ratable:
      (i) the
      respective meanings specified in Section
      2.13
      with
      respect to the matters described therein, (ii) with respect to matters deemed
      to
      relate solely to Revolving Credit Lenders by the specific terms hereof, the
      percentage obtained by dividing a Revolving Credit Lender's Revolving Credit
      Commitment by the Aggregate Revolving Credit Commitments; provided,
      however,
      that if
      the Revolving Credit Commitments have been terminated or the Obligations have
      been accelerated, Pro Rata Share shall be the percentage obtained by dividing
      the unpaid principal amount of such Revolving Credit Lender's Revolving Credit
      Loans by the unpaid principal balance of all Revolving Credit Loans; (iii)
      with
      respect to matters relating solely to Term Loan A Lenders, the percentage
      obtained by dividing the unpaid principal amount of such Term Loan A Lender's
      Term Loans A by the unpaid principal balance of all Term Loans A; (iv) with
      respect to matters relating solely to Term Loan B Lenders, the percentage
      obtained by dividing the unpaid principal amount of such Term Loan B Lender's
      Term Loans B by the unpaid principal balance of all Term Loans B; (v) with
      respect to matters relating solely to Term Loan C Lenders, the percentage
      obtained by dividing the unpaid principal amount of such Term Loan C Lender's
      Term Loans C by the unpaid principal balance of all Term Loans C; (vi) with
      respect to matters relating solely to Term Loan Lenders, the percentage obtained
      by dividing (A) the aggregate outstanding principal balance of the Term Loans
      of
      such Lender plus
      the
      aggregate amount of the unutilized and available Term Loan Commitments of such
      Term Loan Lender, by (B) the aggregate unpaid principal balance of all Term
      Loans plus
      the
      aggregate amount of the unutilized and available Term Loan Commitments of all
      Term Loan Lenders; provided,
      however,
      that in
      the event the Term Loan Commitments have been terminated or the Obligations
      have
      been accelerated, Pro Rata Share shall be the percentage obtained by dividing
      the unpaid principal amount of such Term Loan Lenders' Loans, by the unpaid
      principal amount of all outstanding Term Loans; and (vii) with respect to all
      other matters as to a particular Lender (including the indemnification
      obligations arising under Section
      10.05),
      the
      percentage obtained by dividing (A) the aggregate outstanding principal balance
      of the Loans of such Lender plus
      the
      aggregate amount of the unutilized and available Commitments of such Lender,
      by
      (B) the aggregate unpaid principal balance of all Loans plus
      the
      aggregate amount of the unutilized and available Commitments of all Lenders;
      provided,
      however,
      that in
      the event the Commitments have been terminated or the Obligations have been
      accelerated, Pro Rata Share shall be the percentage obtained by dividing the
      unpaid principal amount of such Lenders' Loans, by the unpaid principal amount
      of all outstanding Loans."


    
      
        
        

      

      
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          10 -

        
          

        

      

      
        
        

      

    


    "Required
      Lenders:
      at any
      time, (a) Lenders (who are not Defaulting Lenders) holding in the aggregate
      at
      least two-thirds (2/3) of the sum of (i) the aggregate outstanding principal
      balance of the Revolving Credit Loans and (ii) the aggregate amount of the
      unutilized Revolving Credit Commitments, if any, excluding from such
      calculations, however, the Revolving Credit Loans and Revolving Credit
      Commitments held by the Defaulting Lenders, and (b) Lenders (who are not
      Defaulting Lenders) holding in the aggregate at least two-thirds (2/3) of the
      aggregate outstanding principal balance of the Term Loans A, excluding from
      such
      calculation any Loans held by the Defaulting Lenders, and (c) Lenders (who
      are
      not Defaulting Lenders) holding in the aggregate at least two-thirds (2/3)
      of
      the aggregate outstanding principal balance of the Term Loans B, excluding
      from
      such calculation any Loans held by the Defaulting Lenders; provided however,
      that at
      any time after the Third Amendment Closing Date, Required Lenders shall mean
      (a)
      Lenders (who are not Defaulting Lenders) holding in the aggregate at least
      a
      majority of the aggregate outstanding principal balance of the Term Loans B,
      excluding from such calculation any Loans held by the Defaulting Lenders, and
      (b) Lenders (who are not Defaulting Lenders) holding in the aggregate at least
      a
      majority of the aggregate outstanding principal balance of the Term Loans C,
      excluding from such calculation any Loans held by the Defaulting
      Lenders."

     

    "Term
      Loan Commitment:
      the
      Term Loan A Commitments, Term Loan B Commitments and Term Loan C
      Commitments."

     

    (b) This
      Agreement and the Third Amendment to Side Letter Agreement shall be included
      within the definition of "Loan
      Documents"
      for the
      purposes of the Credit Agreement.

     

    8. Article
      II Amendments.

     

      (a) Section
      2.02(b)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(b) Determination
      of Interest Rate for Loans.
      Except
      as hereinafter provided, the interest rate charged by the Lenders in respect
      to
      the Loans shall be either (1) the applicable LIBOR Rate pursuant to a Notice
      of
      Conversion or Continuation effective on the first day of the Interest Period,
      plus
      ten
      percent (10.00%), or, (2) if such LIBOR Rate is not available or published,
      or
      at Borrowers' option, the Base Rate."


    
      
        
        

      

      
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    (b) Section
      2.02(d)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(d) Interest
      Payment Dates.
      Interest on the Revolving Credit Loans, Term Loans A and Letter of Credit Fees
      shall accrue as of and after the date hereof and shall be due and payable by
      Borrowers, jointly and severally, in arrears, without setoff, deduction or
      counterclaim on the first day of each month, commencing March 1, 2008, and
      on
      the Maturity Date, whether by reason of acceleration, prepayment, payment or
      otherwise. Interest on the Term Loans B shall accrue as of and after the date
      hereof and shall be due and payable by Borrowers, jointly and severally, in
      arrears, without setoff, deduction or counterclaim on the first Business Day
      of
      each month, commencing March 1, 2008, and on the Maturity Date, whether by
      reason of acceleration, prepayment, payment or otherwise. Interest on the Term
      Loans C shall accrue as of and after the date hereof and shall be due and
      payable by Borrowers, jointly and severally, in arrears, without setoff,
      deduction or counterclaim on the first Business Day of each month, commencing
      July 1, 2008, and on the Maturity Date, whether by reason of acceleration,
      prepayment, payment or otherwise."

     

    (c) Section
      2.02(e)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(e) Effect
      of Defaults, Etc.
      

     

    (i)
      During the existence of any Default or Event of Default, the outstanding
      principal balance under the Loans and, to the extent permitted by applicable
      law, overdue interest, fees, expenses or other amounts payable hereunder or
      under the other Loan Documents, shall bear interest, from and including the
      date
      such Event of Default occurred until such Event of Default is cured or waiver
      in
      writing as provided herein, at a rate per annum (the "Default
      Rate")
      (computed on the basis of the actual number of days elapsed over a 360-day
      year)
      equal to three percent (3.00%) above the interest rate(s) otherwise applicable
      hereunder; and the Letter of Credit fee provided for herein shall be increased
      by three percent (3.00%) above the per annum rate otherwise applicable
      hereunder.

     

    (ii)
      If
      any installment of interest is not paid within ten (10) days of its due date,
      Borrowers shall, to the extent permitted by law, pay to Billing Agent for the
      account of Lenders holding the delinquent interest obligations, a late and
      handling charge equal to five percent (5%) of the unpaid portion of such overdue
      installment. 

     

    (iii)
      Nothing in this Section
      2.02(e)
      shall
      affect the rights of Administrative Agent, Collateral Agent or Lenders to
      exercise any rights or remedies under the Loan Documents or applicable law
      arising upon the occurrence and continuance of an Event of
      Default."

     

    (d) Section
      2.05(b)(ii)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:


    
      
        
        

      

      
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          12 -

        
          

        

      

      
        
        

      

    


    "(ii)
      Dispositions
      of Assets.
      Without
      limiting the obligation of Borrowers under Section
      7.03
      to
      obtain the consent of the Required Lenders to any Disposition not otherwise
      permitted hereunder, Borrowers agree (A) three (3) Business Days prior to the
      occurrence of any Disposition, to deliver to Billing Agent (in sufficient copies
      for each Lender) a statement, certified by a Duly Authorized Officer of Borrower
      Representative and in reasonable detail, of the amount of the Net Cash Proceeds
      of such Disposition and (B) that in the event any Disposition is closed,
      Borrowers shall prepay the Loans on the date of such Disposition in an aggregate
      amount equal to 100% of such Net Cash Proceeds; provided that
      if (i)
      the Borrowers or any of their Subsidiaries receive the proceeds of any
      Disposition of a Waived Station Sale on or after October 22, 2008 and (ii)
      no
      Default or Event of Default has occurred, then Borrowers shall prepay the Loans
      on the date of receipt of such proceeds in an aggregate amount equal to 80%
      of
      the Net Cash Proceeds of such Waived Station Sale Disposition and all remaining

      Net Cash Proceeds for such Disposition shall be deposited in the Reserve."
      

     

    (e) Section
      2.05(c)(iv)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(iv)
      All
      payments shall be remitted to Collateral Agent and all such payments (other
      than
      payments received while no Default or Event of Default has occurred and is
      continuing and which relate to the payment of principal or interest of specific
      Obligations then due or which relate to the payment of specific fees then due),
      and all proceeds of Collateral received by Collateral Agent, shall be applied
      as
      follows:

     

    A.
      first,
      to pay any expenses then due to Administrative Agent and the Collateral Agent
      and any indemnities owed to the Administrative Agent and the Collateral Agent
      pursuant to the Loan Documents, each on a ratable basis, under the Loan
      Documents, until paid in full;

     

    B.
      second, to pay any expenses then due to Lenders (other than the Term Loan B
      Lenders and Term Loan C Lenders) and any indemnities owed to the Lenders (other
      than the Term Loan B Lenders and Term Loan C Lenders) pursuant to the terms
      of
      the Loan Documents, each on a ratable basis, under the Loan Documents, until
      paid in full;

     

    C.
      third,
      to pay any fees then due to Administrative Agent and Collateral Agent pursuant
      to the terms of this Agreement, on a ratable basis, under the Loan Documents
      until paid in full;

     

    D.
      fourth, to pay any fees then due to Lenders (other than the Term Loan B Lenders
      and Term Loan C Lenders) under the Loan Documents, on a ratable basis, until
      paid in full;

     

    E.
      fifth,
      ratably to pay interest due in respect of the Loans (other than the Term Loans
      B
      and Term Loans C) until paid in full;


    
      
        
        

      

      
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    F.
      sixth,
      to pay the principal of all Revolving Credit Loans until paid in full (provided,
      however, that each Revolving Credit Lender shall have the right to waive payment
      under this paragraph (F) in its sole discretion, in which case the proceeds
      shall be applied as set forth in the paragraphs below);

     

    G.
      seventh, so long as no Default or Event of Default has occurred and is
      continuing, to pay the principal of all Term Loans A until paid in full
      (provided, however, that each Term Loan A Lender shall, with the consent of
      the
      Administrative Agent which shall not be unreasonably withheld, have the right
      to
      waive full payment under this paragraph (G) in its sole discretion, in which
      case a portion of the sums available after application of the foregoing
      paragraphs shall be used to pay the principal of all Term Loans until paid
      in
      full, such portion to be equal to a fraction of such sums, the numerator of
      which fraction is the unpaid principal balance of all Term Loans and the
      denominator of which fraction is the unpaid principal balance of all Term Loans,
      and the remaining portion of the proceeds shall be applied as set forth in
      the
      paragraphs below);

     

    H.
      eighth, so long as no Default or Event of Default has occurred and is
      continuing, to pay expenses and fees then due to the Term Loan B Lenders and
      indemnities owed to the Term Loan B Lenders pursuant to the Loan
      Documents;

     

    I.
      ninth,
      so long as no Default or Event of Default has occurred and is continuing, to
      pay
      interest due to Term Loan B Lenders in respect of the Term Loans B and to pay
      the principal of all Term Loans B until paid in full;

     

    J.
      tenth,
      so long as no Default or Event of Default has occurred and is continuing, to
      pay
      expenses and fees then due to the Term Loan C Lenders and indemnities owed
      to
      the Term Loan C Lenders pursuant to the Loan Documents;

     

    K.
      eleventh, so long as no Default or Event of Default has occurred and is
      continuing, to pay interest due to Term Loan C Lenders in respect of the Term
      Loans B and to pay the principal of all Term Loans C until paid in
      full;

     

    L.
      twelfth, if a Default or an Event of Default has occurred and is continuing,
      to
      Collateral Agent, to be held by Collateral Agent, for the ratable benefit of
      Issuing Lender and those Revolving Credit Lenders having a Revolving Credit
      Commitment, as cash collateral in an amount up to 105% of the then extant Letter
      of Credit Usage until paid in full;

     

    M.
      thirteenth, if a Default or an Event of Default has occurred and is continuing,
      to pay the principal of all Term Loans A until paid in full;


    
      
        
        

      

      
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          14 -

        
          

        

      

      
        
        

      

    


    N.
      fourteenth, if a Default or an Event of Default has occurred and is continuing,
      to pay expenses, fees and interest due to Term Loan B Lenders in respect of
      the
      Term Loans B, to pay indemnities owed to the Term Loan B Lenders pursuant to
      the
      Loan Documents, and to pay the principal of all Term Loans B until paid in
      full;

     

    O.
      fifteenth, if a Default or an Event of Default has occurred and is continuing,
      to pay expenses, fees and interest due to Term Loan C Lenders in respect of
      the
      Term Loans C, to pay indemnities owed to the Term Loan C Lenders pursuant to
      the
      Loan Documents, and to pay the principal of all Term Loans C until paid in
      full;

     

    P.
      sixteenth, to pay any other Obligations until paid in full; and

     

    Q.
      last,
      to Borrowers or such other Person entitled thereto under applicable
      law."

     

    (f) Section
      2.13(a)
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(a)
      Except to the extent otherwise provided herein, except with respect to the
      fees
      payable to Administrative Agent and its Affiliates pursuant to the Fee Letter
      and fees payable to Collateral Agent, and except as otherwise agreed by each
      Lender: (i) each borrowing from Revolving Credit Lenders shall be made from
      Revolving Credit Lenders pro rata
      according to the amounts of their respective Revolving Credit Commitments;
      (ii)
      each borrowing from Term Loan Lenders of any class shall be made from Term
      Loan
      Lenders of such class pro rata according to the amounts of their respective
      Term
      Loan Commitments in respect of such class; (iii) each payment and prepayment
      of
      principal of the Revolving Credit Loans shall be allocated to Revolving Credit
      Lenders pro rata in accordance with the outstanding principal amount of the
      Revolving Credit Loans owed to such Revolving Credit Lenders; (iv) each payment
      of interest on the Revolving Credit Loans shall be allocated to Revolving Credit
      Lenders pro rata
      in
      accordance with the outstanding principal amount owed to such Revolving Credit
      Lenders; (v) each payment and prepayment of principal of, and each payment
      of
      interest on, the Term Loans A shall be allocated to Term Loan A Lenders pro
      rata
      in accordance with the outstanding principal amount owed to such Term Loan
      A
      Lenders in respect of Term Loans A; (vi) each payment and prepayment of
      principal of, and each payment of interest on, the Term Loans B shall be
      allocated to Term Loan B Lenders pro rata in accordance with the outstanding
      principal amount owed to such Term Loan B Lenders in respect of Term Loans
      B;
      (vii) each payment and prepayment of principal of, and each payment of interest
      on, the Term Loans C shall be allocated to Term Loan C Lenders pro rata in
      accordance with the outstanding principal amount owed to such Term Loan C
      Lenders in respect of Term Loans C; (viii) each payment of Unused Line Fees
      shall be allocated to Revolving Credit Lenders pro rata in accordance with
      their
      respective Revolving Credit Commitments; (ix) each payment of any other sums
      and
      charges payable for Lenders' account under this Agreement (except for the fees
      under the Fee Letter) shall be allocated, as applicable, to Revolving Credit
      Lenders pro rata in accordance with their respective Revolving Credit
      Commitments and Term Loan Lenders in accordance with the outstanding principal
      amounts of the Term Loans owed to such Term Loan Lenders; (x) each reduction
      in
      the Aggregate Revolving Credit Commitments under Section
      2.05
      shall
      reduce the Revolving Credit Lenders' Commitments pro rata in accordance with
      their respective Revolving Credit Commitments immediately preceding each such
      reduction; (xi) each payment under Section
      2.07,
      2.09
      or
2.10
      shall be
      made to each Lender in the amount required to be paid to such Lender as provided
      in such Section; and (xii) notwithstanding the foregoing, after and during
      the
      continuance of a Default, each distribution of cash, property, securities or
      other value received by any Lender, directly or indirectly, in respect of
      Borrowers' Obligations hereunder, whether pursuant to any attachment,
      garnishment, execution or other proceedings for the collection thereof or
      pursuant to any bankruptcy, reorganization, liquidation or other similar
      proceeding or otherwise, after payment of collection and other expenses as
      provided herein and in the Security Documents, shall, subject to Section
2.05(c)(iv),
      be
      apportioned among Lenders pro rata based upon the respective aggregate unpaid
      principal amount of all Loans owed to each of them." 


    
      
        
        

      

      
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    9. Article
      IV Amendment.
      Article IV
      of the
      Credit Agreement is hereby amended by adding new Section
      4.26
      to read
      in its entirety as follows:

     

    "Section
      4.26.
      Excluded
      Borrowers.
      As of
      the Third Amendment Closing Date, none of the Excluded Borrowers holds or owns
      any assets or has any rights to acquire any assets, whether or not such assets
      would constitute Collateral."

     

    10. Article
      VI Amendments.
      Article
      VI
      of the
      Credit Agreement is hereby amended by adding new Sections
      6.14,
      6.15,
      6.16,
      6.17, 6.18 and 6.19 to
      read
      in their entirety as follows:

     

    "Section
      6.14.
      Dispositions.
      

     

    (a)
      Use
      reasonable best efforts to cause the assets subject to the RTN Disposition
      to be
      sold to a new buyer at a price in excess of the option price with respect to
      such assets under the RTN Purchase Agreement not later than one hundred eighty
      (180) days following the execution of the RTN Purchase Agreement and on terms
      reasonably satisfactory to Administrative Agent (a transaction meeting such
      requirements, an "Option
      RTN Sale").
      Without limiting the generality of the foregoing, Borrowers agree to (i) prepare
      or cause to be prepared and distributed an information memorandum with respect
      to the assets subject to the RTN Disposition not later than thirty (30) days
      following the execution of the RTN Purchase Agreement, (ii) use reasonable
      best
      efforts to close and fund an Option RTN Sale not later than one hundred eighty
      (180) days following the execution of the RTN Purchase Agreement and (iii)
      at
      all times after the Third Amendment Closing Date, continue to retain Thomas
      Weisel Partners Group, Inc., or any other investment bank of recognized national
      standing reasonably acceptable to the Administrative Agent, to market the assets
      subject to the RTN Disposition to be sold to third party buyers.

     

    (b)
      Use
      reasonable best efforts to cause the assets subject to each Waived Station
      Sale
      to be sold to a new buyer at a price in excess of the price with respect to
      such
      assets under the related Waived Station Purchase Agreement prior to the date
      that the asset sale contemplated by the Waived Station Purchase Agreement is
      consummated and on terms reasonably satisfactory to Administrative
      Agent.


    
      
        
        

      

      
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          16 -

        
          

        

      

      
        
        

      

    


    (c)
      Within five (5) days after the execution of any bona fide purchase agreement
      with third parties for Dispositions, Borrowers shall file (or cause to be filed)
      with the FCC all documents that are necessary or advisable to be filed with
      the
      FCC to effectuate such Disposition.

     

    (d)
      Upon
      each request of Administrative Agent, Borrowers shall provide Agents and Lenders
      with updates as to Borrowers' progress in satisfying each of its obligations
      under this Sections
      6.14
      (including the participation of its appropriate advisers, brokers and other
      applicable representatives). 

     

    (e)
      Except for the exercise of rights which require consent of the Lenders, enforce
      all of their rights and remedies under each Luken Agreement.

     

    (f)
      Ensure that no amendment, restatement, supplement, waiver or other modification
      is made to, or right or remedy exercised under, any Luken Agreement unless
      the
      Required Lenders consent thereto in their sole discretion.

     

    Section
      6.15.
      Appointment
      of Board Observer.
      Permit a
      representative of the Lenders (a "Non-Voting
      Observer")
      to be
      present as a non-voting observer at each meeting or teleconference of the board
      of directors or any duly authorized committee thereof (the "Board")
      of
      each Borrower, and the Non-Voting Observer shall receive from such Borrower
      reimbursement of reasonable expenses incurred in connection with attending
      all
      meetings of the Board. The Non-Voting Observer shall have the right to attend
      meetings of the Board in person or telephonically, and such Non-Voting Observer
      shall be notified of any such meetings, including such meeting's time and place,
      in the same manner as the members of the Board. The Non-Voting Observer shall
      not constitute a member of the Board and shall not be entitled to vote on any
      matter presented to the Board but may observe (but not participate in) any
      discussions of such matters. Each Borrower shall (a) provide the Non-Voting
      Observer with all financial and operational information regarding such Borrower
      that is prepared for or provided to its Board, at the time it is so prepared
      or
      provided and (b) advise the Non-Voting Observer of material determinations
      made
      by its Board at the time such determinations are made and provide copies of
      the
      minutes of meetings of such Board; provided that each Board shall have the
      right
      to exclude the Non-Voting Observer from attending any proceedings of such Board
      and from receiving any such information (i) to the extent the subject matter
      of
      such proceeding or information relates directly to this Agreement or (ii) if
      (in
      the reasonable opinion of counsel to such Borrower) such attendance or receipt
      could prejudice any attorney-client privilege of such Borrower or could violate
      any law, and in each case so long as such exclusion is not used as a means
      to
      circumvent the obligation of such Borrower to provide access and information
      to
      the Non-Voting Observer. 


    
      
        
        

      

      
        -
          17 -

        
          

        

      

      
        
        

      

    


    Section
      6.16.
      Maintain
      Independent Directors.
      Comply
      with the rules promulgated by The NASDAQ Stock Market LLC (but subject to
      any applicable grace periods for compliance set forth in such
      rules) requiring that at least a majority of the board of directors of
      EMHC is comprised of independent directors (as defined in accordance with such
      rules).

     

    Section
      6.17. Retransmission
      Agreements.
      Not
      enter into any new or revised retransmission agreement or related agreement
      (including without limitation any amendments, restatements, supplements, waivers
      or other modifications thereto) without prior written notice to the
      Administrative Agent and on terms that are reasonably satisfactory to the
      Administrative Agent.

     

    Section
      6. 18. Update
      on Performance.
      Within
      15 days prior to September 1, 2008, the Borrowers shall provide the Lenders
      with
      an update on the Borrowers’ financial performance and progress on cost cutting
      and asset sale initiatives, together with such other information any Lender
      shall reasonably request.

     

    Section
      6.19. Post-Closing Matters. The
      Borrowers shall satisfy the requirements set forth on Exhibit D on or before
      the
      date specified for such requirement."

     

    11. Article
      VII Amendments.
      Section
      7.03
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "Section
      7.03.
      Dispositions
      of Assets; Etc.
      Sell,
      lease, transfer or otherwise dispose of its properties, assets, rights, licenses
      and franchises to any Person (including without limitation dispositions in
      exchange for similar assets and properties and commonly referred to as "asset
      swaps"), except for (a) Dispositions not required by Section
      6.11
      made in
      the ordinary course of business of property with an aggregate fair market value
      not to exceed $250,000 in any single transaction or $500,000 in the aggregate
      over the term of this Agreement (including the disposition, without replacement,
      of equipment and real estate which is obsolete or no longer needed by the
      Borrowers in the conduct of their businesses), (b) Dispositions consisting
      of
      the replacement of equipment with other equipment of at least equal utility
      and
      value (provided that the Lien upon such newly acquired equipment securing the
      Obligations shall have the same priority as the Lien upon the replaced
      equipment) and (c) Dispositions made with the written consent of the Required
      Lenders (all Dispositions described in this sentence, collectively, the
      "Permitted
      Dispositions")."

     

    12. Article
      VII Amendments.
      Article
      VII
      of the
      Credit Agreement is hereby amended by adding new Sections
      7.16 and 7.17 to
      read
      in their entirety as follows:

     

    "Section
      7.16. Press
      Releases and Disclosure.
      Issue
      any press release or other public disclosure on or prior to the Maturity Date,
      including, without limitation, any proxy statement or other materials filed
      with
      any Governmental Authority using the name of any of the Lenders or referring
      to
      this Agreement, the Credit Agreement or the other Loan Documents, without at
      least 2 Business Days’ prior notice to the Administrative Agent and the prior
      written consent of the Administrative Agent (such consent not to be unreasonably
      withheld, delayed or conditioned), unless (and only to the extent that) such
      Borrower is required to do so under a mandatory provision of applicable law
      and
      then, in any event, such Borrower will consult with and provide a reasonable
      opportunity for review by the Administrative Agent (as practicable under the
      circumstances) before issuing such press release or other public disclosure.
      The
      Borrowers agree that not withstanding the foregoing, no disclosure shall be
      made
      with respect to the transactions contemplated by this Agreement without the
      prior written consent of the Administrative Agent.


    
      
        
        

      

      
        -
          18 -

        
          

        

      

      
        
        

      

    


    Section
      7.17. Assets Acquired by Excluded Borrowers. Sell,
      lease or transfer properties, assets, rights, licenses and franchises to any
      Excluded Borrower (including without limitation sales, leases or transfers
      in
      exchange for similar assets and properties and commonly referred to as "asset
      swaps") notwithstanding the fact that such sale, lease or transfer may otherwise
      be permitted under this Credit Agreement and the Excluded Borrowers shall not
      purchase, lease or acquire properties, assets, rights, licenses and franchises
      from any other Person."

     

    13. Article
      VIII Amendments.
      

     

    (a) Paragraph
      (e) of
      Article
      VIII
      of the
      Credit Agreement is hereby amended by inserting the following proviso in the
      last line thereof after "thereof;":

     

    "provided further
      that it
      shall not be a Default or an Event of Default if any Excluded Borrower fails
      to
      (i) preserve, renew and keep in full force and effect its corporate,
      partnership, or limited liability company existence in accordance with Section
      6.01(a) or (ii) comply with Section 6.03, in each case, to the extent such
      failure results from the non-payment of required franchise taxes;"

     

    (b) Paragraph
      (t)
      of
Article
      VIII
      of the
      Credit Agreement is hereby amended to read in its entirety as
      follows:

     

    "(t)
      any
      Borrower or any Subsidiary shall terminate or suffer termination of any network
      affiliation agreement to which it is party;"

     

    (c) Article
      VIII
      of the
      Credit Agreement is hereby amended by deleting the word "or" at the end of
      paragraphs
      (s) and
      (v) thereof.

     

    (d) Article
      VIII
      of the
      Credit Agreement is hereby amended by inserting the word "or" at the end of
      paragraph
      (w) thereof.

     

    (e) Article
      VIII
      of the
      Credit Agreement is hereby amended by adding a new paragraph
      (x)
      to read
      in its entirety as follows:

     

    "(x)
      a
      Key Person Event occurs at any time after the Third Amendment Closing
      Date;"


    
      
        
        

      

      
        -
          19 -

        
          

        

      

      
        
        

      

    


    14. Article
      X Amendments.
      Section
      10.01(a) of
      the
      Credit Agreement is hereby amended by adding a new sentence at the end thereof
      to read in its entirety as follows:

     

    "Each
      Term Loan C Lender hereby irrevocably (subject to Section
      10.08)
      designates and appoints Silver Point, which designation and appointment is
      coupled with an interest, as Billing Agent of such Lender under this Agreement
      and the other Loan Documents, and each such Lender irrevocably authorizes Silver
      Point to act as Billing Agent of such Lender, to take such action on its behalf
      under the provisions of this Agreement and the other Loan Documents and to
      exercise such powers and perform such duties as are expressly delegated to
      Billing Agent by the terms of this Agreement and the other Loan Documents,
      together with such other powers as are reasonably incidental thereto."


     

    15. Representations
      and Warranties of the Borrowers.

     

    Borrowers
      hereby represent and warrant to Lender Group that:

     

    (a) Except
      for the existence of the Existing Defaults, each representation and warranty
      set
      forth in Article
      IV
      of the
      Credit Agreement, as amended hereby, is hereby restated and affirmed as true
      and
      correct as of the date hereof (except to the extent that any such
      representations or warranties relate to an earlier specific date or
      dates);

     

    (b) Borrowers
      have the power and authority to enter into this Agreement and all other
      agreements contemplated hereby (including, without limitation, the Side Letter
      Agreement, as amended), and to do all acts and things as are required or
      contemplated hereunder to be done, observed and performed by the
      Borrowers;

     

    (c) Each
      of
      this Agreement and all other agreements to be executed by Borrowers and
      contemplated hereby (including, without limitation, the Side Letter Agreement,
      as amended) has been duly authorized (by all necessary corporate or limited
      liability company action and otherwise), validly executed and delivered by
      Borrowers and constitutes the legal, valid and binding obligation of Borrowers
      enforceable against them in accordance with its terms; and

     

    (d) The
      execution and delivery of this Agreement and all other agreements to be executed
      by Borrowers and contemplated hereby (including, without limitation, the Side
      Letter Agreement, as amended) and Borrowers' performance hereunder and
      thereunder do not and will not require the consent or approval of any
      governmental authority, nor be in contravention of or in conflict with
      Borrowers' respective Articles of Incorporation or similar document, or the
      provisions of any statute, or any judgment, order, or indenture, instrument,
      agreement, or undertaking, to which each Borrower is a party or by which each
      Borrower or its assets or properties are or may become bound.

     

    16. Conditions
      to Agreement.

     

    As
      a
      condition precedent to the effectiveness of this Agreement, (a) Collateral
      Agent
      shall have received one or more counterparts of this Agreement executed by
      Borrowers and each Lender, (b) no Default (other than an Existing Default)
      shall
      exist on the date hereof, and (c) Borrowers shall have delivered to Lender
      Group
      the agreements, documents and other evidence described in Exhibit
      B
      attached
      hereto and made a part hereof, each in form and substance acceptable to Agents.
      No amendment or waiver of any condition precedent to the effectiveness of this
      Agreement shall be effective unless the same shall be in writing and signed
      by
      Lender Group.


    
      
        
        

      

      
        -
          20 -

        
          

        

      

      
        
        

      

    


    17.
       Release.
      (a) In consideration of the agreements of Lender Group contained herein and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, each Borrower, on behalf of itself and its successors,
      assigns, and other legal representatives, hereby absolutely, unconditionally
      and
      irrevocably releases, remises and forever discharges each Agent, each Lender,
      their respective successors and assigns, and each of their respective
      affiliates, subsidiaries, predecessors, directors, officers, partners,
      attorneys, employees, agents and other representatives (each Lender, each Agent
      and all such other Persons being hereinafter referred to collectively as the
      "Releasees,"
      and
      individually as a "Releasee"),
      of
      and from all demands, actions, causes of action, suits, covenants, contracts,
      controversies, agreements, promises, sums of money, accounts, bills, reckonings,
      damages and any and all other claims, counterclaims, defenses, rights of
      set-off, demands and liabilities whatsoever (individually, a "Claim,"
      and
      collectively, "Claims")
      of
      every name and nature, known or unknown, suspected or unsuspected, both at
      law
      and in equity, which any Borrower or any of its successors, assigns, or other
      legal representatives, may now or hereafter own, hold, have or claim to have
      against the Releasees or any of them for, upon, or by reason of any
      circumstance, action, cause or thing whatsoever which arises at any time on
      or
      prior to the day and date of this Agreement for or on account of, or in relation
      to, or in any way in connection with any of the Credit Agreement, as amended
      hereby, the other Loan Documents or this Agreement or transactions thereunder
      or
      related thereto.

     

    (b) Each
      Borrower understands, acknowledges and agrees that the release set forth above
      may be pleaded as a full and complete defense and may be used as a basis for
      an
      injunction against any action, suit or other proceeding which may be instituted,
      prosecuted or attempted in breach of the provisions of such
      release.

     

    (c) Each
      Borrower agrees that no fact, event, circumstance, evidence or transaction
      which
      could now be asserted or which may hereafter be discovered shall affect in
      any
      manner the final, absolute and unconditional nature of the release set forth
      above.

     

    (d) Each
      Borrower, on behalf of itself and its respective successors, assigns, and other
      legal representatives, hereby absolutely, unconditionally and irrevocably,
      covenants and agrees with and in favor of each Releasee that it will not sue
      (at
      law, in equity, in any regulatory proceeding or otherwise) any Releasee on
      the
      basis of any Claim released, remised and discharged by the Borrower pursuant
      to
Section 16(a)
      of this
      Agreement. If any Borrower, or its respective successors, assigns, or other
      legal representatives violates the foregoing covenant, each Borrower, for itself
      and its successors, assigns and legal representatives, agrees to pay, in
      addition to such other damages as any Releasee may sustain as a result of such
      violation, all attorneys' fees and costs incurred by any Releasee as a result
      of
      such violation.


    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    


    (e) As
      to
      each and every claim released hereunder, each Borrower hereby represents that
      it
      has received the advice of legal counsel with regard to the releases contained
      herein, and having been so advised, specifically waives the benefit of the
      provisions of Section 1542 of the Civil Code of California which provides as
      follows:

     

    "A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR."

    


    As
      to
      each and every claim released hereunder, each Borrower also waives the benefit
      of each other similar provision of applicable federal or state law, if any,
      pertaining to general releases after having been advised by its legal counsel
      with respect thereto.

    


    18. Corrective
      Amendment.
      For the
      avoidance of doubt, the provision referenced in the First Amendment as Section
      2.01(e) of the Credit Agreement shall be deemed to be replaced in its entirety
      with Section 2.02(e) of the Credit Agreement, as amended hereby. 

     

    19. Acknowledgment
      of Obligations.
      The
      Revolving Credit Loan and the Term Loans, together with interest accrued and
      accruing thereon, the reimbursement obligations with respect to each letter
      of
      credit for the account of Borrowers or any affiliate, and fees, costs, expenses
      and other charges now or hereafter payable by Borrowers to Lender Group, are
      unconditionally owing by Borrowers, without offset, defense or counterclaim
      of
      any kind, nature or description whatsoever. Each Borrower warrants and
      represents that it has no defenses, setoffs, claims, counterclaims or causes
      of
      action of any kind or nature whatsoever with respect to the
      Obligations.

     

    20. No
      Further Amendments.

     

    Except
      for the amendments set forth herein or otherwise set forth in any agreement
      signed by Lender Group and dated the date hereof, the text of the Credit
      Agreement shall remain unchanged and in full force and effect. No waiver by
      Lender Group under the Credit Agreement is granted or intended and Lender Group
      expressly reserves the right to require strict compliance with the terms of
      the
      Credit Agreement. The waivers and amendments agreed to herein shall not
      constitute or evidence a course of dealing at variance with the Credit Agreement
      such as to require further notice by Lender Group to require strict compliance
      with the terms of the Credit Agreement in the future.

     

    21. Security
      Documents.

     

    All
      obligations of Borrowers under the Credit Agreement, as amended hereby, shall
      be
      secured by a first priority security interest and Lien (subject only to
      Permitted Liens) and be entitled to the benefits of the Security Documents.
      All
      Security Documents heretofore executed by the Borrowers shall remain in full
      force and effect to secure the Obligations, and such Security Documents, as
      amended hereby, are hereby ratified and affirmed.


    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    


    22. Counterparts.

     

    This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which, taken together, shall constitute one and
      the same agreement. Delivery of an executed counterpart of this Agreement by
      telefacsimile or other electronic method of transmission shall be equally as
      effective as delivery of an original executed counterpart of this
      Agreement

     

    23. Applicable
      Law.

     

    THIS
      AGREEMENT SHALL BE DEEMED TO BE MADE PURSUANT TO THE LAWS OF THE STATE OF
      CALIFORNIA WITH RESPECT TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY IN THE
      STATE OF CALIFORNIA AND SHALL BE CONSTRUED, INTERPRETED, PERFORMED AND ENFORCED
      IN ACCORDANCE THEREWITH.

     

    24. Captions.

     

    The
      captions in this Agreement are for convenience of reference only and shall
      not
      define or limit the provisions hereof.

     

    25. Legal
      Fees.

     

    Borrowers
      shall pay all reasonable expenses incurred by Lender Group in the drafting,
      negotiation and closing of the documents and transactions contemplated hereby,
      including the reasonable fees and disbursements of the Administrative Agent's
      special counsels and the Collateral Agent's special counsel.

     

    26. Successors
      and Assigns.

     

    This
      Agreement shall be binding upon and inure to the benefit of Borrowers, Agents
      and Lenders and their respective successors and assigns, except that the
      Borrowers shall not that the right to assign any of their rights hereunder
      or
      delegate any of their obligations hereunder without the prior written consent
      of
      the Required Lenders. Any such impermissible assignment or delegation shall
      be
      void and of no effect.

     

    27. Notices.

     

    All
      notices, requests, demands and other communications provided for under this
      Agreement or under the Credit Agreement, as amended hereby, shall be provided
      in
      accordance with Section
      13.03, and
      if to
      any Term Loan C Lender or the Billing Agent with respect to Term Loans C, shall
      be sent (a) if to any Term Loan C Lender, at the address set forth on the
      appropriate signature page hereto or, with respect to any assignee of the Notes
      under Article XII of the Credit Agreement, at the address designated by such
      assignee in a written notice to the other parties hereto and (b) if to Billing
      Agent with respect to Term Loans C, to Silver Point at the address set forth
      on
      the appropriate signature page hereto.


    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    


    28. Reaffirmation.

     

    Except
      as
      amended hereby, the Credit Agreement, the Notes and all Security Documents
      shall
      remain in full force and effect and are in all respects hereby ratified and
      affirmed.

     

    (The
      next page is the first signature page)


    
      
        
        

      

      
        -
          24 -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Administrative Agent, Collateral Agent, Billing Agent, Lenders and Borrowers
      have caused this Agreement to be duly executed by their respective duly
      authorized representatives, as a sealed instrument, all as of the day and year
      first above written.

     

    
      	 	
              BORROWERS:

            
	 	 
	 	
              EQUITY
                MEDIA HOLDINGS CORPORATION

            
	 	
              ARKANSAS
                49, INC.

            
	 	
              BORGER
                BROADCASTING, INC.

            
	 	
              DENVER
                BROADCASTING, INC.

            
	 	
              EBC
                HARRISON, INC.

            
	 	
              EBC
                PANAMA CITY, INC.

            
	 	
              EBC
                SCOTTSBLUFF, INC.

            
	 	
              EQUITY
                NEWS SERVICES, INC., f/k/a Hispanic News Network,
                Inc.

            
	 	
              FORT
                SMITH 46, INC.

            
	 	
              LOGAN
                12, INC.

            
	 	
              MARQUETTE
                BROADCASTING, INC.

            
	 	
              NEVADA
                CHANNEL 3, INC.

            
	 	
              NEWMONT
                BROADCASTING CORPORATION

            
	 	
              PRICE
                BROADCASTING, INC.

            
	 	
              PULLMAN
                BROADCASTING INC.

            
	 	
              REP
                PLUS, INC.

            
	 	
              RIVER
                CITY BROADCASTING, INC.

            
	 	
              ROSEBURG
                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.

            


    

    


    
      	 	
              By:

            	  
	 	
              Name:

            
	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              EBC
                SYRACUSE, INC.

            
	 	
              NEVADA
                CHANNEL 6, INC.

            
	 	
              EBC
                PROVO, INC.

            
	 	
              EBC
                SOUTHWEST FLORIDA, INC.

            
	 	
              EBC
                LOS ANGELES, INC.

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

            
	 	
              EBC
                NASHVILLE, INC

            
	 	
              EBC
                JACKSONVILLE, INC.

            
	 	
              CENTRAL
                ARKANSAS PAYROLL COMPANY

            
	 	
              EQUITY
                INSURANCE COMPANY

            
	 	
              KLRA,
                INC.

            
	 	
              EBC
                POCATELLO, INC.

            
	 	
              EBC
                WICHITA FALLS, INC.

            
	 	
              EBC
                MT. VERNON, INC.

            
	 	
              EBC
                BOISE, INC.

            
	 	
              EBC
                ST. LOUIS, INC.

            
	 	
              LA
                GRANDE BROADCASTING, INC.

            
	 	
              MONTGOMERY
                22, INC.

            
	 	
              SHAWNEE
                BROADCASTING, INC.

            
	 	
              EBC
                WACO, INC.

            
	 	
              WYOMING
                CHANNEL 2, INC.

            


    

    


    
      	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ADMINISTRATIVE
                AGENT,

              DOCUMENTATION
                AGENT AND BILLING

              AGENT:

            
	 	 
	 	
              SILVER
                POINT FINANCE, LLC, as

              Administrative
                Agent, Documentation Agent and

              Billing
                Agent

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notices to Silver Point Finance, LLC

            
	 	
              Two
                Greenwich Plaza

            
	 	
              Greenwich,
                Connecticut 06830

            
	 	
              Attention:
                Zubin Jariwala

            
	 	
              Telecopy
                No.: (203) 542-4312

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              COLLATERAL
                AGENT AND
                BILLING
AGENT:

            
	 	 
	 	
              WELLS
                FARGO FOOTHILL, INC.,

            
	 	
              as
                Collateral Agent and Billing Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notice to Wells Fargo Foothill, Inc.

            
	 	
              2450
                Colorado Avenue, Suite 3000 West

            
	 	
              Santa
                Monica, California 90404

            
	 	
              Attention:
                Group Credit Manager – Specialty Finance Group

            
	 	
              Telecopy
                No.: (310) 453-7442

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LENDER:

            
	 	 
	 	
              SPCP
                GROUP, LLC

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notices to SPCP Group, LLC:

            
	 	 
	 	
              Two
                Greenwich Plaza

            
	 	
              Greenwich,
                CT 06830

            
	 	
              Attention:
                Zubin Jariwala

            
	 	
              Telecopy
                No.: (203) 542-4312

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LENDER:

            
	 	 
	 	
              SPF
                CDO I, LTD.

            
	 	 
	 	
              By:

            	 
	 	 	Name:
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notices to SPF CDO I, LTD.:

            
	 	 
	 	
              Two
                Greenwich Plaza

            
	 	
              Greenwich,
                CT 06830

            
	 	
              Attention:
                Zubin Jariwala

            
	 	
              Telecopy
                No.: (203) 542-4312

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LENDER:

            
	 	 
	 	
              FIELD
                POINT III, LTD.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notices to FIELD POINT III, LTD:

            
	 	 
	 	
              Two
                Greenwich Plaza

            
	 	
              Greenwich,
                CT 06830

            
	 	
              Attention:
                Zubin Jariwala

            
	 	
              Telecopy
                No.: (203) 542-4312

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LENDER:

            
	 	 
	 	
              FIELD
                POINT IV, LLC

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	Title:
	 	 
	 	
              Address
                for Notices to FIELD POINT IV, LTD:

            
	 	 
	 	
              Two
                Greenwich Plaza

            
	 	
              Greenwich,
                CT 06830

            
	 	
              Attention:
                Zubin Jariwala

            
	 	
              Telecopy
                No.: (203) 542-4312

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              LENDER:

            
	 	 
	 	
              WELLS
                FARGO FOOTHILL, INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	
              Address
                for Notice to Wells Fargo Foothill, Inc.

            
	 	
              2450
                Colorado Avenue, Suite 3000 West

            
	 	
              Santa
                Monica, California 90404

            
	 	
              Attention:
                Group Credit Manager – Specialty Finance Group

            
	 	
              Telecopy
                No.: (310) 453-7442

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    EXISTING
      EVENTS OF DEFAULTS


    


    1. Borrowers'
      Default in paying interest under the Credit Agreement when due and payable
      on
      March 1, 2008, April 1, 2008 and May 1, 2008.

    


    2. The
      occurrence of an Event of Default caused by the funding of the Additional Term
      Loans B which results in the aggregate amount of all Loans and Letter of Credit
      Usage exceeding the limits set forth in Sections 2.01(a)(i)(2) and 2.01(c)(i)(B)
      of the Credit Agreement

    


    3. A
      Default
      or Event of Default occurring as a result of an inability of the Borrowers
      to
      repeat certain warranties and representations as of the date hereof by reason
      of
      the following:

    


    a. Section
      4.01: To the extent that the Borrowers' have been tardy in their delivery to
      the
      Agents in a timely manner prior to the date hereof of all financial statements
      required by the Credit Agreement.

    


    b. Section
      4.06(a): To the extent that the Borrowers are at present late on payment under
      satellite agreement, programming agreement or other material
      agreement.

    


    c. Section
      4.11(b): To the extent that the Borrowers have need for additional funding
      as
      evidenced by the Term Loans C.

    


    d. Section
      4.11(e): To the extent that the Side Letter Agreement requires Borrowers to
      engage in sale of Stations which may constitute a plan to liquidate properties
      for the purposes of this Section.

    


    e. Section
      4.24 To
      the
      extent that Borrowers' requirements for additional funding hereunder and failure
      to pay certain expenses disclosed to Agents would be deemed to cause a Material
      Adverse Effect.

    


    f. Section
      4.25 To the extent that Borrowers failed to make required payments to Agents
      under the Credit Agreement prior to date hereof. 

    


    4.
       Default
      under Section 5.06 by reason of Borrowers' failure to achieve Minimum EBITDA
      and
      Revenues required thereby for January 2008, February 2008, March 2008, April
      2008 and May 2008. 

    


    5. Default
      under Section 6.05(e) for Borrowers' failure to deliver Budget required thereby
      prior to the date hereof.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    CONDITIONS
      TO CLOSING THIRD AMENDMENT

     

    
      	
              1.

            	
              Secured
                Promissory Notes evidencing the Term Loans
                C

            


    

    


    
      	
              2.

            	
              Certificate
                of Chief Financial Officer or Chief Executive Officer certifying
                as to the
                absence of any Defaults (other than Existing Defaults) as of the
                date
                hereof

            


    

    


    
      	
              3.

            	
              Certificate
                of Secretary of Borrowers certifying as to authority and incumbency
                of
                officer executing agreements and attaching copies of the resolutions
                of
                the Borrowers approving this Agreement, the Third Amendment to Side
                Letter
                Agreement, and the Luken Agreements

            


    

    


    
      	
              4.

            	
              Revolving
                Credit Loans and Term Loans A Payoff Letter, duly executed by the
                parties
                thereto

            


    

    


    
      	
              5.

            	
              Satisfactory
                evidence that the RTN Disposition shall have been (or shall be
                simultaneously) consummated pursuant to the RTN Purchase Agreement,
                and no
                provision thereof shall be subject to any waiver, amendment or other
                modification without the consent of the Required
                Lenders

            


    

    


    
      	
              6.

            	
              Satisfactory
                evidence that the Loans shall be prepaid as provided in Section
                2.05(c)
                with the proceeds of the RTN Disposition and the Warrant Issuance
                in
                accordance with the Funds Flow Memorandum dated as of the date hereof
                and
                the Revolving Credit Commitments have been terminated in accordance
                with
                the Revolving Credit Loans and Term Loans A Payoff Letter dated as
                of the
                date hereof  

            


    

    


    
      	
              7.

            	
              Satisfactory
                evidence that Collateral Agent, for the benefit of the Lenders, shall
                have
                a valid, perfected, first priority security interest in the rights
                of EMHC
                and its Subsidiaries under the Luken
                Agreements

            


    

    


    
      	
              8.

            	
              Satisfactory
                evidence that Borrowers shall have deposited (or shall be simultaneously
                depositing) into the Reserve all amounts required to be deposited
                in
                accordance with the Funds Flow Memorandum dated as of the date hereof
                

            


    

    


    
      	
              9.

            	
              Documentation
                satisfactory to Agents pursuant to which each Subsidiary of EMHC
                that is
                not currently a Borrower shall become a Borrower under the Credit
                Agreement and shall secure the Obligations under the Credit Agreement
                by a
                valid, perfected, first priority (except for Permitted Liens) security
                interest in all of their assets 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    ALLOCATION
      OF TERM LOANS C

    


    
      	
              Term Loan C Lender

            	 	
              Term Loan C Maximum Commitment

            	 
	 	 	 	 
	
              SPCP
                Group, LLC

            	 	
              $

            	
              5,068,412.77

            	 
	 	 	 	 	 
	
              SPF
                CDO I, Ltd.

            	 	
              $

            	
              1,431,587.23

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    POST-CLOSING
      MATTERS

    


    
      
        	1.	
                Execute
                  amendments to the existing account control agreements with Little
                  Rock
                  Bank within ten (10) Business Days of the date hereof, in the form
                  attached hereto as Exhibit
                  D-1.

              


      

    

    


    
      	2.	
              Execute
                account control agreements with Bancorpsouth, One Bank & Trust,
                American National, Bank One, 1st
                National Bank, Bank of America, Commerce Bank, Zions Bank, TCF Bank
                and
                MidFirst Bank within twenty (20) days of the date hereof for each
                of the
                bank accounts listed on Annex D-1 hereto, in form and substance
                satisfactory to the Administrative Agent and the Collateral
                Agent

            


    

     

    
      	3.	
              Use
                reasonable best efforts to cause Montana Broadcasting Group, Inc.
                and
                Montana Licensing Sub, Inc. (a) become Borrowers under the Credit
                Agreement and (b) grant a first-priority security interest in their
                assets
                to the Collateral Agent following the termination or settlement of
                the
                credit agreement to which each is a party on the date hereof
                

            


    

    


    
      	4.	
              Furnish
                to the Administrative Agent within twenty-one (21) days of the date
                hereof
                a cost reduction and cash improvement plan setting forth in reasonable
                detail the Borrowers' proposed cost reduction and cash improvement
                initiatives and timetable for implementation thereof.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-1

    


    POST-CLOSING
      MATTERS: FORM OF ACCOUNT CONTROL AGREEMENT

    AMENDMENT

    


    [Attach
      form of Account Control Agreement Amendment]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      D-1

    


    SCHEDULE
      OF BANK ACCOUNTS

    


    
      	
              COMPANY

            	
               

            	
              ACCT
                #'S

            	
               

            	
              BANKS

            	 
	
              CAPC-PAYROLL

            	
               

            	
               

            	 	
              Bancorpsouth

            	 
	
              CAPC-PAYROLL

            	
               

            	
               

            	 	
              Bancorpsouth

            	 
	
              EBC\OTHER

            	
               

            	
               

            	 	
              Bancorpsouth

            	 
	
              EBC\OTHER

            	
               

            	
               

            	 	
              One
                Bank & Trust

            	 
	
              BORGER-DEPOSIT

            	
               

            	
               

            	 	
              American
                National

            	 
	
              DETROIT-DEPOSIT

            	
               

            	
               

            	 	
              Bank
                One

            	 
	
              FT.SMITH-DEPOSIT

            	
               

            	
               

            	 	
              Ist
                National Bank

            	 
	
              KANSAS
                CITY-DEPOSIT

            	
               

            	
               

            	 	
              Bank
                of America

            	 
	
              LOGAN-12-DEPOSIT

            	
               

            	
               

            	 	
              Zions
                Bank

            	 
	
              MINNEAPOLIS-DEPOSIT

            	
               

            	
               

            	 	
              TCF
                Bank

            	 
	
              PULLMAN-DEPOSIT

            	
               

            	
               

            	 	
              Bank
                of America

            	 
	
              SPRINGFIELD-DEPOSIT

            	
               

            	
               

            	 	
              Commerce
                Bank

            	 
	
              TV
                34-DEPOSIT

            	
               

            	
               

            	 	
              Ist
                National Bank

            	 
	
              WOODWARD-DEPOSIT

            	
                

            	
               

            	
                

            	
              MidFirst
                Bank

            	
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

    


    
      	
              Position

            	 	
              Key
                Person

            	 
	 	 	 	 
	
              Chief
                Executive Officer:

            	 	
              John
                Oxendine

            	 
	 	 	 	 
	
              Chief
                Financial Officer:

            	 	
              Patrick
                Doran

            	 
	 	 	 	 
	
              Chief
                Strategy Officer:

            	
                

            	
              Beau
                Ferrari