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EXHIBIT 10.1
FORM OF THE SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of June 22, 2001, by and among Emmis Operating Company, an Indiana
Corporation (the "Company"), Emmis Communications Corporation, an Indiana
Corporation ("Emmis"), and The Bank of New York, a New York banking corporation,
as trustee (the "Trustee").
WHEREAS, Emmis and the Trustee are parties to that certain
indenture, dated as of February 12, 1999 (the "Indenture"), pursuant to which
Emmis issued its 81/8% Senior Subordinated Notes due 2009 (the "Notes");
WHEREAS, Section 5.01 of the Indenture provides that, upon any
disposition of all or substantially all of the properties or assets of Emmis,
the Person to which such disposition is made shall assume all of the obligations
of Emmis under the Notes and the Indenture;
WHEREAS, Section 5.02 of the Indenture provides that, upon any
disposition of all or substantially all of the properties or assets of Emmis in
accordance with Section 5.01 of the Indenture, the successor corporation to
which the disposition of properties and assets is made shall succeed to, and be
substituted for and may exercise every right and power of, Emmis under the
Indenture with the same effect as if such successor had been a party to the
Indenture;
WHEREAS, Emmis transferred all of its assets to the Company
pursuant to the Asset Sale and Purchase Agreement, dated as of June 22, 2001,
between Emmis and the Company (the "Asset Purchase and Sale Agreement"); and
WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture,
and all things necessary to make this Supplemental Indenture a valid agreement
of the Company in accordance with its terms have been done.
The parties hereto agree as follows:
1. Definitions. All capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Indenture.
2. Effect. This Supplemental Indenture shall become effective
upon the closing of the purchase and sale as provided in the Asset Purchase and
Sale Agreement.
3. Succession to Indenture. The Company hereby assumes all the
Obligations of Emmis under the Indenture and the Notes, and pursuant to Section
5.02 of
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the Indenture, the Company hereby succeeds to and is substituted for, and may
exercise every right and power of, Emmis under the Indenture and the Notes, with
the same effect as if the Company had been a party to the Indenture. The Company
agrees to comply with all applicable terms of the Indenture and the Notes.
Pursuant to Section 5.02 of the Indenture, Emmis is hereby released and relieved
from all of its Obligations under the Indenture and the Notes (including,
without limitation, its Obligation to pay principal and interest on the Notes)
and shall not be bound by any of the terms of the Indenture and the Notes.
4. Notices. For purposes of Section 12.02 of the Indenture,
the address of the Company is:
Emmis Operating Company
One Emmis Plaza
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Telecopier No: (000) 000-0000
Attention: Legal Department
and the address of the Trustee is:
The Bank of New York
000 Xxxxxxx Xxxxxx 00X
Xxx Xxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Corporate Trust Administration
5. Responsibility of Trustee. The Trustee shall not be
responsible for the validity as to the Company or sufficiency of this
Supplemental Indenture or as to the due execution thereof by the Company or as
to recitals of fact contained herein, all of which are made solely by the
Company.
6. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws thereof.
7. Counterparts. This Supplemental Indenture may be executed
in one or more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same document.
8. Effect on Indenture. This Supplemental Indenture shall form
a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. Except as
expressly set forth herein, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.
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IN WITNESS WHEREOF, the parties have executed this
Supplemental Indenture as of the date first written above.
EMMIS COMMUNICATIONS CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President, Treasurer and
Chief Financial Officer
EMMIS OPERATING COMPANY
By:
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Name: J. Xxxxx Xxxxxxx
Title: Vice President and Associate General
Counsel
THE BANK OF NEW YORK
(Successor Trustee to IBJ Whitehall Bank & Trust
Company), as Trustee
By:
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Name:
Title:
