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SILVER POINT FINANCE, LLC
Two
Greenwich Plaza
Greenwich,
CT 06830
Dated
as of March 19, 2008
Equity
Media Holdings Corporation, as Borrower
Representative
1
Shackleford Drive, Suite 400
Little
Rock, Arkansas 72111
Attention:
Larry E. Morton, President
Fax
No.: (501) 221-1101
| Re: |
First
Amendment to Third
Amended and Restated Credit Agreement and Forbearance Agreement of
even date herewith (the "
First Amendment ")
amending the Third Amended and Restated Credit Agreement dated as
of February 13, 2008 (as amended, supplemented and joined, the
"
Credit Agreement ")
among
EQUITY MEDIA HOLDINGS CORPORATION ,
as successor by merger to Equity Broadcasting Corporation ("
EMHC "),
certain of EMHC's affiliates (together with EMHC, "
Borrowers "),
SILVER POINT FINANCE, LLC ,
as administrative agent and documentation agent (in such capacity,
"
Administrative Agent "),
WELLS FARGO FOOTHILL, INC. ,
as collateral agent (in such capacity, "
Collateral Agent ",
and together with Administrative Agent, the "
Agents "),
and the lenders that are from time to time parties thereto (each a
"
Lender "
and collectively the "
Lenders ").
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Ladies
and Gentlemen:
This
letter agreement (this "
Agreement ")
is the First Amendment to Side Letter Agreement referred to in the
First Amendment. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the meanings assigned to
such terms in the Credit Agreement.
For
good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and to induce the Agents and
Lenders to enter into the First Amendment, the parties hereto
hereby amend the terms of that certain Side Letter Agreement
dated as February 13, 2008 (the "
Side Letter Agreement ")
as follows:
1,
Section I Amendments .
Paragraphs (a) and (b) of
Section I of
the Side Letter Agreement are hereby amended to read in their
entirety as follows:
"(a)
Within
the time frames set forth in the chart below, Borrowers shall
deliver to Agents, and maintain in full force and effect
through closing thereunder, executed bona fide purchase
agreements with third parties for Dispositions of Stations
that will generate, in the aggregate, minimum Net Cash
Proceeds as follows:
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Not
later than the Date that is::
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Minimum
Aggregate
Net Cash
Proceeds:
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March
30, 2008
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$
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7,500,000
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Two
Months after March 17, 2008
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$
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10,000,000
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Four
(4) months after March 17, 2008
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$
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20,000,000
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Six
(6) months after March 17, 2008
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$
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30,000,000
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Eight
(8) months after March 17, 2008
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$
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40,000,000;
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"(b)
Within
the time frames set forth in the chart below, Borrowers shall
close on Dispositions of Stations that will generate, in the
aggregate, minimum Net Cash Proceeds as follows:
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Not
later than the Date that is:
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Minimum
Aggregate
Net
Cash
Proceeds:
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Four
(4) months after March 17, 2008
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$
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7,500,000
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Five
(5) months after March 17, 2008
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$
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10,000,000
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Seven
(7) months after March 17, 2008
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$
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20,000,000
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Nine
(9) months after March 17, 2008
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$
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30,000,000
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Eleven
(11) months after March 17, 2008
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$
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40,000,000"
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2.
Section III Amendments
. Section III of
the Side Letter Agreement is hereby amended to read in its entirety
as follows:
"III .
Financial Officers .
Borrowers shall, at any time after the earlier of (a) April 18,
2008, and (b) the date of any Termination Event, upon the Required
Lenders' or Administrative Agent's request, hire a financial
advisor and/or chief restructuring officer at Borrowers' cost and
expense,
provided ,
that such date shall be extended to April 30, 2008 if EMHC issues
additional Equity Securities or Indebtedness permitted by the
Credit Agreement and receives cash proceeds of $5,000,000 in
exchange therefor prior to March 28, 2008. Such financial advisor
and/or chief restructuring officer shall be selected and hired by
EMHC, shall be reasonably acceptable to Agents and shall have
duties and rights reasonably satisfactory to Agents. Borrowers
shall commence the selection process for such parties promptly
after the e
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