WELLS FARGO FOOTHILL, INC. Specialty Finance

Exhibit 10.2

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Specialty Finance

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Dated as of August 15, 2007

VIA FACSIMILE AND FIRST-CLASS MAIL

Equity Media Holdings Corporation, as Borrower Representative

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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President

Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

 

Re:

Asset Purchase Agreement, dated August 6, 2007 (the “Purchase Agreement”), by and between Renard Communications Corp. (“Seller”) and EBC Buffalo, Inc. (“Buyer”)

Ladies and Gentlemen:

Reference is hereby made to the Purchase Agreement and to that certain Second Amended and Restated Credit Agreement, dated as of June 29, 2004 (as amended, supplemented and joined, the “Credit Agreement”), among EQUITY MEDIA HOLDINGS CORPORATION, as successor by merger to Equity Broadcasting Corporation (“EMHC”), Buyer, certain of EMHC’s other affiliates (together with EMHC, “Borrowers”), SILVER POINT FINANCE, LLC, as administrative agent (“Silver Point”), ▇▇▇▇▇ FARGO FOOTHILL, INC., as collateral agent (in such capacity, “Collateral Agent”), and the lenders that are from time to time parties thereto (each a “Lender” and collectively the “Lenders”) for which Collateral Agent is acting as collateral agent.

Borrowers have informed Lenders that Buyer has entered into the Purchase Agreement and that, pursuant to Section 10.11 of the Purchase Agreement, the effectiveness of the Purchase Agreement is conditioned upon the approval of the Required Lenders (as such term is defined in the Credit Agreement).

In the exercise of their discretion as prudent lenders, upon delivery to Collateral Agent of a fully-executed counterpart of this letter, Required Lenders hereby consent to the execution and delivery of the Purchase Agreement by Buyer; provided, however, that by executing a counterpart of this letter, Borrowers acknowledge and agree that Required Lenders have not consented to the consummation of the Closing (as such term is defined in the Purchase Agreement) and any such consent is expressly subject to the timely satisfaction of the following requirements:

 

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A.

Satisfaction of the terms and conditions of the Purchase Agreement as in effect on the date hereof, subject only to waivers, amendments, modifications, or supplements of the terms and conditions thereof in form and substance reasonably satisfactory to the Required Lenders that have been approved by Required Lenders; and

 

B.

Satisfaction of the conditions precedent to the consummation of any acquisition by any Borrower of any television or radio broadcast properties or stations set forth in Section 7.04(b) of the Credit Agreement.

The consent agreed to herein is strictly limited to the execution and delivery of the Purchase Agreement by Buyer, (ii) shall not extend nor be deemed to extend to the consummation of the Closing, and (iii) shall not constitute any course of dealing or other basis for altering any obligation of any Borrower or any right, privilege or remedy of Agents or Lenders under the Credit Agreement or any of the other Loan Documents (as such term is defined in the Credit Agreement).

Borrowers, jointly and severally, agree to pay on demand all costs and expenses of, or incurred by, Collateral Agent, Silver Point, and Lenders in connection with the preparation, execution and delivery of this letter, including, without limitation, the fees and expenses of counsel to Collateral Agent, Silver Point, and Lenders.

This letter may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

Please acknowledge agreement to the terms of the consent granted herein by executing and returning a copy of this letter to Collateral Agent.

 

 

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cc:	Friday, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇

2000 Regions Center

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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.

Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Dodge, LLP

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Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇ ▇. Null, Esq.

▇▇▇▇▇▇ & ▇▇▇▇, LLP

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Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

 

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