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EXHIBIT 4.3
FORM OF THE SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of June 22, 2001, by and among Emmis Escrow Corporation, an Indiana
Corporation ("Emmis Escrow"), Emmis Communications Corporation, an Indiana
Corporation (the "Company"), and The Bank of Nova Scotia Trust Company of New
York, a New York trust company, as trustee (the "Trustee").
WHEREAS, Emmis Escrow and the Trustee are parties to that
certain indenture, dated as of March 27, 2001 (the "Indenture"), pursuant to
which Emmis Escrow issued its 12 1/2% Senior Discount Notes due 2011 (the
"Notes");
WHEREAS, Section 5.01 of the Indenture provides that, upon any
merger of Emmis Escrow into another corporation, the Person surviving such
merger shall assume all of the obligations of Emmis Escrow under the Notes and
the Indenture;
WHEREAS, Section 5.02 of the Indenture provides that, upon any
merger of Emmis Escrow in accordance with Section 5.01 of the Indenture, the
successor corporation into which Emmis Escrow is merged shall succeed to, and be
substituted for and may exercise every right and power of, Emmis Escrow under
the Indenture with the same effect as if such successor Person had been a party
to the Indenture;
WHEREAS, Emmis Escrow and Emmis Escrow Holding Corporation
intend to merge into the Company pursuant to the Escrow Corp. Merger Agreement
(as defined in the Indenture); 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 Escrow Corp. Merger.
3. Succession to Indenture. The Company hereby assumes all the
Obligations of Emmis Escrow under the Indenture and the Notes, and pursuant to
Section 5.02 of the Indenture, the Company hereby succeeds to and is substituted
for, and may exercise every right and power of, Emmis Escrow 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.
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4. 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.
5. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
6. 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.
7. 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 ESCROW CORPORATION
By:
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Name: J. Xxxxx Xxxxxxx
Title: Vice President and Associate General
Counsel
EMMIS COMMUNICATIONS CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President, Treasurer and
Chief Financial Officer
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK,
as Trustee
By:
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Name:
Title:
