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