**SECOND
      AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT**


**AGREEMENT
      AND FORBEARANCE AGREEMENT**





**THIS
      SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND
      FORBEARANCE AGREEMENT** (this
      " **Agreement** ")
      is
      made as of the 28 th day of
      April, 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, and **EBC
      JACKSONVILLE, INC.,** an
      Arkansas 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 are now, or in accordance with **Article
      XII** hereafter become, parties hereto and "Lenders" hereunder (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** ").




**WITNESSETH
      THAT**




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
      Revolving Credit Agreement and Forbearance Agreement dated as of March 19,
      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,
      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
      any
      other Defaults or Events of Default other than any Specified Defaults (as
      defined herein) until May 5, 2008; and




WHEREAS,
      Borrowers have requested that certain Term Loan B 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 other Defaults or Events
      of Default other than any Specified Defaults 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




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
          -




**2.** **Forbearance** .




(a)  **Acknowledgment
      of Indebtedness.** Borrowers hereby acknowledge, confirm and agree that as of the date hereof
      and
      prior to taking into account any Additional Term Loans B (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
      $36,040,981, 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,
      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 permitted encumbrances, if any.




(c)  **Acknowledgement
      Concerning Loans.**




Borrowers
      hereby acknowledge, confirm and agree that no Borrower is entitled to request
      any further Loans, advances or financial accommodations under the Credit
      Agreement, and that Lender Group is under no obligation to make any further
      Loans, advances or financial accommodations to any Borrower. Notwithstanding
      the
      foregoing, on the date of closing of this Agreement (the " **Second
      Amendment Closing Date** "),
      the
      Term Loan B Lenders identified on Exhibit
      C attached
      hereto (collectively, the " **Additional
      Term Loan B Lenders** "),
      provided no Termination Event (as hereinafter defined) has occurred, shall
      make
      Additional Term Loans B to Borrowers upon request by Borrowers in accordance
      with and subject to the Credit Agreement, as amended hereby. Such Additional
      Term Loans B shall be deemed to be Term Loans B 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 under related
      Security Documents, as amended.





**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 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.


-
          3
          -




(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 (i) the Existing Defaults, (ii) a Default or Event of Default
      arising pursuant to **Section 2.18** of the
      Credit Agreement, or (iii) any other Default or Event of Default (other than
      any
      of the ones described in **Exhibit
      D** attached
      hereto and made a part hereof (each such excluded Default or Event of Default,
      individually, a " **Specified
      Default** ,"
      and
      collectively, the " **Specified
      Defaults** "))
      subject to the conditions contained herein for the period (the " **Forbearance
      Period** ")
      commencing on the date hereof and ending on the earliest to occur of:
      ( i )
      May 5,
      2008, or (ii) the occurrence of a Termination Event (as hereinafter
      defined).




(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.




(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, and a certain Second 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 Additional Term Loans B, or the acceptance of any payments
      hereunder or under the Credit Agreement, the Existing Defaults, 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, the Specified Defaults
      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,
      during the Forbearance Period, the Existing Defaults and any other Default
      or
      Event of Default (other than any Specified Defaults) 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.


-
          4
          -


(ii)  Subject
      to **Section
      3(b)** above
      (solely with respect to the Existing Defaults and any other Default or Event
      of
      Default other than any Specified Defaults), 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, or any other
      Default or Event of Default (other than any Specified Defaults) which has
      occurred or may hereafter occur.




(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 of Borrowers acknowledges that Lender Group or any Agent has made
      no commitment as to: (i) future funding of the Revolving Credit Loan or
      Additional Term Loans B, and (ii) how or whether the Existing 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.




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




" **Additional
      Amount** :
      from
      May 6, 2008 through June 5, 2008, an amount equal to o ne-half
      of one percent (0.5%), such Additional Amount to increase thereafter by an
      additional o ne-half
      of one percent (0.5%) on each monthly anniversary of May 6, 2008."




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




**5.**  **Additional
      Term Loans B** . **** (i)
      Subject to the terms and conditions contained in the Credit Agreement, as
      amended by this Agreement, the Additional Term Loan B Lenders agree severally
      to
      make one or more loans pursuant to this **Section
      5** (collectively, the " **Additional
      Term Loans B** ")
      to
      Borrowers during the Forbearance Period, provided , however ,
      that
      the aggregate principal amount of all Additional Term Loans B (including
      Additional Term Loans B made prior to the date hereof pursuant to the First
      Amendment) shall not exceed the Additional Term Loans B Amount. The Additional
      Term Loans B shall constitute Term Loans B for all purposes of the Credit
      Agreement, as amended hereby. The Additional Term Loan B Lenders' respective
      agreements to make Additional Term Loans B (including Additional Term Loans
      B
      made prior to the date hereof pursuant to the First Amendment) shall not exceed
      their respective limits set forth in Exhibit
      C hereto.




-
          5
          -




(ii)  Borrowers
      may request Additional Term Loans B during the Forbearance Period within the
      limits of the Additional Term Loans B Amount; provided , however ,
      that
      Borrowers shall not have the right to re-borrow principal amounts repaid or
      prepaid in respect to the Additional Term Loans B. All Additional Term Loans
      B
      used for the purposes described in clause (C) below shall be made by the
      Additional Term Loans B Lenders on the second (2 nd )
      Business Day of each week provided Borrowers maintain a minimum cumulative
      net
      cash flow equal to the sum of the "Net Change" for each week (with such
      calculation beginning with the week of April 14, 2008) provided by Borrowers
      to
      Administrative Agent on the first (1 st )
      Business Day of such week pursuant to Section IV of the Side Letter Agreement.
      The amount of the Additional Term Loans B made in any week shall be equal
      to the amount of (a) the cash need shown for such week in the "Net Change"
      line
      of the cash forecast minus (b) the
      aggregate amount of any cash or cash equivalents of the Borrowers and their
      respective Subsidiaries on the immediately preceding Business Day in excess
      of
      $100,000. The proceeds of Additional Term Loan B shall be used solely
      (A) first ,
      on the
      date hereof, to fund accrued and unpaid interest on the Loans that was due
      and
      payable on April 17, 2008, (B) second ,
      on the
      date hereof, to fund payment of all fees and expenses referred to in the Second
      New Fee Letters (as defined in Exhibit
      B hereto),
      and all fees and expenses of the Agents in closing the transactions contemplated
      by this Agreement, and (C) on and after the date hereof and in compliance
      with the terms of this Agreement, the Credit Agreement and the Side Letter
      Agreement, the balance for Borrowers' customary working capital
      requirements.




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




**6.** **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:




" **Additional
      Term Loans B Amount** :
      $5,495,541.00"




" **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) eleven percent (11.00%)."




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


-
          6
          -




**7.** **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* twelve
      percent (12.00%), or, (2) if such LIBOR Rate is not available or published,
      or
      at Borrowers' option, the Base Rate."




**(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 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 be due and
      shall be 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; provided , however ,
      Borrowers may, upon notice to the Additional Term Loan B Lenders, defer payment
      in cash of that portion of the total interest accruing on the unpaid principal
      balance of the Additional Term Loans B, equal to the amount of interest accruing
      at the rate of two percent (2.00%) per annum (the portion of the total interest
      accrual so deferred being herein called the " **Additional
      Term Loan B PIK Interest** "),
      as
      follows:




(y)  The
      Additional Term Loan B PIK Interest on each Monthly Payment Date shall be paid
      by adding the amount of such Additional Term Loan B PIK Interest to the
      principal balance of the respective Term Loans B on the corresponding Monthly
      Payment Date. Once added to the principal balance of such Term Loans B , such
      Additional Term Loan B PIK Interest shall thereafter accrue interest in
      accordance with the terms of this Agreement applicable to Term Loans
      B.




(z)  Subject
      to **Sections
      2.05(c)(iv) and 2.05(d)** ,
      but
      notwithstanding any other provision contained herein to the contrary, the
      aggregate accrued and unpaid amount of all Term Loan B PIK Interest shall be
      paid by Borrowers on the Maturity Date and on any date which a payment is made
      in accordance with **Section
      2.05** ."




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


-
          7
          -




"(d)  **Early
      Termination Fees** .
      In the
      event of any prepayment or repayment of a Loan made pursuant to **Sections
      2.05(b)(ii)** , **(iii)** or **(iv)** prior to
      the date which is thirty-four (34) months after the Closing Date, Borrowers
      shall pay to Billing Agent for the ratable benefit of Lender or Lenders entitled
      to such Early Termination Fee a fee (the " **Early
      Termination Fee** ")
      calculated as the lesser of (i) (a) the sum of four and one-half percent (4.50%) plus the
      Additional Amount times (b) the
      principal amount so paid or prepaid to such Lenders; and (ii) the Make Whole
      Amount.




Any
      prepayment or repayment made on or after that date which is thirty-four (34)
      months after the Closing Date shall be payable at par. In the event the Lenders
      waive any mandatory prepayment under **Section 2.05(b)** in
      connection with any mandatory prepayment event described in **Section 2.05(b)** ,
      any
      voluntary prepayment of such sums by Borrowers (exclusive, however, of voluntary
      prepayments of the Revolving Credit Loans and temporary prepayments of the
      Revolving Credit Loans pending Borrowers' election to reinvest proceeds as
      permitted by this Agreement) shall be subject to the payment of the Early
      Termination Fee."




**8.** **Representations
        and Warranties of the Borrowers** .




Borrowers
      hereby represent and warrant to Lender Group that:




(a)  Borrowers
      have the power and authority to enter into this Agreement and all other
      agreements contemplated hereby, and to do all acts and things as are required
      or
      contemplated hereunder to be done, observed and performed by the
      Borrowers;




(b)  Each
      of
      this Agreement and all other agreements to be executed by Borrowers and
      contemplated hereby 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




(c)  The
      execution and delivery of this Agreement and all other agreements to be executed
      by Borrowers and contemplated hereby 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.




**9.** **Conditions
        to** **Agreement** .




As
      a
      condition precedent to the effectiveness of this Agreement ,
      Borrowers shall have delivered to Lender the agreements
      and documents described in **Exhibit
      B** attached
      hereto and made a part hereof, each in
      form
      and substance acceptable to Agents.




-
          8
          -


**10.** **Cooperation** .




The
      Lender Group hereby acknowledges that it shall cooperate with Borrowers and
      The
      Yucaipa Companies LLC and/or its affiliates (" **Yucaipa** ")
      and
      assist in Yucaipa's efforts to consummate its investment in Borrowers through
      convertible debt securities, warrants and/or other securities of Borrowers
      solely by executing and delivering, at Borrowers' sole expense, UCC termination
      statements, lien releases, mortgage releases, re-assignments of trademarks,
      discharges of security interests, and other similar discharge or release
      documents as required by **Section
      9.03** of the
      Credit Agreement upon the full and final discharge of all of the Obligations
      and
      the irrevocable termination of all of the Commitments.




**11.**  **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 and each Lender
      and their respective successors and assigns, and its affiliates, subsidiaries,
      predecessors, directors, officers, 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 10(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.


-
          9
          -




(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.





**12.**  **Corrective
      Amendment** .
      All
      references in the Loan Documents to "SPF CDO I, LLC, a Delaware limited
      liability company" are hereby amended to read and refer to "SPF CDO I, LTD., a
      Cayman
      Islands limited liability company ."




**13.**  **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.




**14.**  **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.




**15.**  **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.


-
          10
          -




**16.**  **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




**17.**  **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.**




**18.**  **Captions** .




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




**19.**  **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 counsel and the Collateral Agent's special counsel.




**20.**  **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)**


-
          11
          -


**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.****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.**By:Name:
            James
                H. HearnsbergerTitle:
            Vice
                President of each








**[** **Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**







**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, LLCTwo
                Greenwich PlazaGreenwich,
                Connecticut 06830Attention:
                Zubin JariwalaTelecopy
                No.: (203) 542-4312








**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**








**COLLATERAL
                AGENT AND BILLING AGENT:****WELLS
                FARGO FOOTHILL, INC.,****as
                Collateral Agent and Billing Agent**By:Dena
                Seki, Vice President





Address
                for Notice to Wells Fargo Foothill, Inc.2450
                Colorado Avenue, Suite 3000 WestSanta
                Monica, California 90404Attention:
                Group Credit Manager - Specialty Finance GroupTelecopy
                No.: (310) 453-7442








**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**










**LENDER****:****SPCP
                GROUP, LLC**By:Name:Title:Address
                for Notices to SPCP Group, LLC:Two
                Greenwich PlazaGreenwich,
                CT 06830Attention:
                Zubin JariwalaTelecopy
                No.: (203) 542-4312






**[** **Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**









**LENDER****:****SPF
                CDO I, LTD.**By:Name:Title:Address
                for Notices to SPF CDO I, LTD.:Two
                Greenwich PlazaGreenwich,
                CT 06830Attention:
                Zubin JariwalaTelecopy
                No.: (203) 542-4312






**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**









**LENDER****:****FIELD
                POINT III, LTD.**By:Name:Title:Address
                for Notices to FIELD POINT III, LTD:Two
                Greenwich PlazaGreenwich,
                CT 06830Attention:
                Zubin JariwalaTelecopy
                No.: (203) 542-4312





**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**










**LENDER****:****FIELD
                POINT IV, LLC**By:Name:Title:Address
                for Notices to FIELD POINT IV, LTD:Two
                Greenwich PlazaGreenwich,
                CT 06830Attention:
                Zubin JariwalaTelecopy
                No.: (203) 542-4312





**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**










**LENDER****:****WELLS
                FARGO FOOTHILL, INC.**By:Dena
                Seki, Vice PresidentAddress
                for Notice to Wells Fargo Foothill, Inc.2450
                Colorado Avenue, Suite 3000 WestSanta
                Monica, California 90404Attention:
                Group Credit Manager – Specialty Finance GroupTelecopy
                No.: (310) 453-7442




**[Second
      Amendment to Third Amended and Restated**


**Credit
      Agreement and Forbearance Agreement]**










**EXHIBIT
      A**





**EXISTING
      EVENTS OF DEFAULTS**





1.  Borrowers'
      Default in paying interest under the Credit Agreement when due and payable
      on
      March 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 Additional Term Loans B.





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 and March 2008.





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





6.  Defaults
      under Sections Section 7.04(a)(iv) and 7.13(a) which may occur during the
      Forbearance period to the extent caused by Borrowers' entering into agreements
      with the New Equity Investors consistent with the timeline and requirements
      set
      forth in the Side Letter Agreement.









**EXHIBIT
      B**





**CONDITIONS
      TO CLOSING SECOND AMENDMENT**





1.
            Fee
                Letter between Borrowers and Administrative Agent and Fee Letter
                between
                Borrowers and Collateral Agent (collectively, the "Second New Fee
                Letters")





2.
            Secured
                Promissory Notes evidencing Additional Term Loans
                B





3.
            Certificate
                of Chief Financial Officer or Chief Executive Officer certifying
                as to the
                absence of any Specified Defaults as of the date
                hereof





4.
            Certificate
                of Secretary of Borrowers certifying as to authority and incumbency
                of
                officer executing agreements





5.
            Payment
                of closing/amendment fees to each of the
                Agents.









**EXHIBIT
      C**





**ALLOCATION
      OF ADDITIONAL TERM LOANS B (INCLUDING ADDITIONAL TERM LOANS B FUNDED PURSUANT
      TO
      FIRST AMENDMENT)**





**Additional
                Term Loan B Lender**
            
            **Maximum
                Amount of Additional Term Loans B**SPCP
                GROUP, LLC
            
            $
            2,432,784.80SPF
                CDO I, LLC
            
            $
            1,099,108.20FIELD
                POINT III, LTD.
            
            $
            1,963,648.00










**EXHIBIT
      D**


**SPECIFIED
      DEFAULTS**





1.  A
      Default
      by Borrowers by reason of a breach of any of the following provisions of the
      Credit Agreement:





a)
            Section
                6.01, 6.09, 7.01 (solely as a result of Excluded Incurrences (as
                defined
                below)) or 7.09, but only if any such Default when aggregated with
                all
                other Defaults under Sections 6.01, 6.09, 7.01 (solely as a result
                of
                Excluded Incurrences), 7.05, 7.09 and 7.13 and all Events of Default
                under
                paragraphs (a), (g), (o), (p), (q) and (r) of Article VIII adversely
                affects or adversely relates to Collateral with a value equal to
                or
                exceeding $3,750,000 in the aggregate (all such Defaults and Events
                of
                Defaults, collectively, the "**Listed
                Defaults**");





b)
            Sections
                6.02 (a) and (g), only in the event that the insurance coverage maintained
                by the Borrowers is less than the level of insurance in effect and
                maintained by the Borrowers as of the date of this Second
                Amendment;





c)
            Section
                6.12;





d)
            Section
                7.01, but only if such Indebtedness is in excess of $250,000 in the
                aggregate (other than any incurrence of Indebtedness which would
                be
                permitted pursuant to Section 7.01(g) except that the amount thereof
                exceeds the dollar limit contained in Section 7.01(g)) (any such
                incurrence, an "Excluded Incurrence", and all such incurrences, the
                "**Excluded
                Incurrences**");





e)
            Section
                7.02, but only if the Lien or Liens incurred or arising in violation
                of
                Section 7.02 (i) are not junior to all Liens granted in favor of
                Collateral Agent for the benefit of the Agents and the Lenders (except
                for
                Liens which arise by operation of law and have priority over the
                time of
                recordation), or (ii) are the subject of any exercise of remedies
                by any
                creditor holding such Lien to obtain title to the property subject
                to such
                Lien (any such property, a "**Subject
                Property**");





f)
            Section
                7.03, 7.05 or 7.06, but only if any such Default when aggregated
                with any
                other Defaults under Sections 7.03, 7.05 and 7.06 relates to assets
                or
                investments with an aggregate fair market value in excess of $250,000
                over
                the term of the Forbearance Period;





g)
            Section
                7.08, but only in the event that the Accounts Receivable is sold
                by the
                Borrowers at a discount or Agents fail to receive the proceeds from
                such
                sale;





h)
            Section
                7.13, but only if the agreement entered into by a Borrower prohibits
                (i)
                such Borrower from amending or otherwise modifying the Loan Agreement
                or
                any other Loan Document, or (ii) the creation or assumption of any
                Lien in
                favor of the Collateral Agent for the benefit of the Agents and Lenders
                upon the properties, revenues or assets of, or the extension of any
                guaranty by, a Borrower, whether now owned or hereafter acquired,
                such
                that the prohibition or creation of such Lien when aggregated with
                all the
                Listed Defaults adversely affects or adversely relates to Collateral
                with
                a value equal to or exceeding $3,750,000 in the aggregate;
                and










i)
            Section
                7.15, but only if such Default relates to assets with an aggregate
                fair
                market value in accounts of $100,000 in any single transaction over
                the
                term of the Forbearance Period.





2.  The
      occurrence of an Event of Default under any of the following paragraphs of
      Article VIII:





a)
            Paragraph
                (a), (g), (o), (p), (q), and (r), but only if such Event of Default
                when
                aggregated with all the Listed Defaults adversely affects or adversely
                relates to Collateral with a value equal to or exceeding $3,750,000
                in the
                aggregate;





b)
            Paragraphs
                (b), (c), (i), (j), (m) and (u);
                and





c)
            Paragraphs
                (d) and (e), but only to the extent that such Event of Default occurs
                by
                reason of: (1) a Borrower's failure to observe, perform or comply
                with a
                covenant, condition or agreement contained in the Side Letter Agreement,
                or (2) the occurrence of a Default or Event of Default which constitutes
                a
                Termination Event by reason of the provisions or paragraphs set forth
                and
                in accordance with the terms of thisExhibit
                D.





provided , however ,
      that
      the forbearance of any Default under the terms of this Exhibit
      D shall
      not prevent Administrative Agent, Collateral Agent and Lenders from exercising
      any of their rights with respect to any Subject Property in the event any
      judgment creditor commences proceedings to exercise any such remedies on such
      Subject Property against any Borrower.




-
          7
          -