0000783005-03-000038 Sample Contracts

FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • July 15th, 2003 • Emmis Operating Co • Radio broadcasting stations

This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of July 1, 2003 (this “Amendment”), is by and among EMMIS OPERATING COMPANY, an Indiana corporation (as successor in interest to Emmis Communications Corporation) (the “Borrower”), TORONTO DOMINION (TEXAS), INC., as administrative agent (the “Administrative Agent”), FLEET NATIONAL BANK (successor by merger to BankBoston, N.A.), as documentation agent (the “Documentation Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION (as successor to First Union National Bank), as syndication agent (the “Syndication Agent”), CREDIT SUISSE FIRST BOSTON, as co-documentation agent (the “Co-Documentation Agent”, and together with the Administrative Agent, the Documentation Agent, and the Syndication Agent, the “Agents”), and the lending institutions which are or may become parties to the Credit Agreement (as defined below) from time to time (collectively, the “Lenders”). Capitalized terms used herein without

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • July 15th, 2003 • Emmis Operating Co • Radio broadcasting stations • Texas

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of July 1, 2003, is made by and among Radio Austin Management, L.L.C., a Texas limited liability company, as the general partner (the “General Partner”), and Emmis Operating Company, an Indiana corporation (“Emmis”), and Sinclair Telecable, Inc., an Indiana corporation (“Sinclair”), as the limited partners (individually, a “Limited Partner” and collectively, the “Limited Partners”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2003 • Emmis Operating Co • Radio broadcasting stations • Indiana

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 1, 2003, by and between EMMIS OPERATING COMPANY, an Indiana corporation (“Employer” or “Emmis”), and RANDALL D. BONGARTEN, a New York resident (“Executive”).

AGREEMENT FOR PURCHASE OF LIMITED PARTNER AND MEMBER INTERESTS between SINCLAIR TELECABLE, INC. and EMMIS OPERATING COMPANY March 3, 2003
Purchase Agreement • July 15th, 2003 • Emmis Operating Co • Radio broadcasting stations

THIS AGREEMENT FOR PURCHASE OF LIMITED PARTNER AND MEMBER INTERESTS (the “Agreement”), dated as of March 3, 2003, between SINCLAIR TELECABLE, INC., an Indiana corporation (“Sinclair”) and EMMIS OPERATING COMPANY, an Indiana corporation (“Investor”).

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