SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [______ ___ ], 20111Limited Liability Company Agreement • June 24th, 2011 • Emmis Communications Corp • Radio broadcasting stations • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [________ ___]2, 2011 (the “Effective Date”), is entered into by and among MERLIN MEDIA, LLC (the “LLC”), the Unitholders and, solely with respect to Sections 5.2 and 6.11 hereof, GTCR Fund X/B LP, a Delaware limited liability company (“GTCR Fund X/B”) and GTCR Fund X/C LP, a Delaware limited liability company (“GTCR Fund X/C”).
PURCHASE AGREEMENT by and among GTCR Merlin Holdings, LLC Benjamin L. Homel,Purchase Agreement • June 24th, 2011 • Emmis Communications Corp • Radio broadcasting stations • New York
This PURCHASE AGREEMENT, dated as of June 20, 2011 (this “Agreement”), is entered into by and among GTCR Merlin Holdings, LLC, a Delaware limited liability company (“GTCR Investor”), Benjamin L. Homel, an individual (“Mr. Homel” and together with the GTCR Investor, the “Investors”), Emmis Operating Company, an Indiana corporation (“Emmis”), Emmis Radio, LLC, an Indiana limited liability company and a wholly owned subsidiary of Emmis (“Emmis Asset Holder”), Emmis Radio License, LLC, an Indiana limited liability company and a wholly owned subsidiary of Emmis (“Emmis License Holder”), Emmis Radio Holding Corporation, an Indiana corporation and wholly owned subsidiary of Emmis Asset Holder (“Emmis Radio 1”), Emmis Radio Holding II Corporation, an Indiana corporation and wholly owned subsidiary of Emmis Asset Holder (“Emmis Radio 2” and, together with Emmis Radio 1, the “Original Merlin Members” and, together with Emmis Radio 1, Emmis License Holder, Emmis Asset Holder and Emmis, the “Contr
GUARANTEE OF EMMIS COMMUNICATIONS CORPORATIONEmmis Communications Corp • June 24th, 2011 • Radio broadcasting stations • New York
THIS GUARANTEE, dated as of June 20, 2011 (this “Guarantee”), by Emmis Communications Corporation, an Indiana corporation (the “Guarantor”), in favor of each of GTCR Merlin Holdings, LLC and Benjamin L. Homel (each, a “Beneficiary” and together, the “Beneficiaries”).
LOCAL PROGRAMMING AND MARKETING AGREEMENTLocal Programming and Marketing Agreement • June 24th, 2011 • Emmis Communications Corp • Radio broadcasting stations • New York
THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this “Agreement”) is made as of June 20, 2011 among Emmis Radio, LLC (“Emmis Radio”), Emmis Radio License, LLC (“Emmis Radio License”) and Merlin Media, LLC (“Company,” and together with Emmis Radio and Emmis Radio License , “Licensees” and each as a “Licensee”), and LMA Merlin Media, LLC (“Programmer”).
CONTRIBUTION AGREEMENT by and among Merlin Media, LLC, Emmis Operating Company, Emmis Radio, LLC, Emmis Radio License, LLC, Emmis Radio Holding Corporation and Emmis Radio Holding II Corporation Dated as of June 20, 2011Contribution Agreement • June 24th, 2011 • Emmis Communications Corp • Radio broadcasting stations • New York
This CONTRIBUTION AGREEMENT, dated as of June 20, 2011 (this “Agreement”), is entered into by and among Merlin Media, LLC, a Delaware limited liability company (the “Company”), Emmis Operating Company, an Indiana corporation (“Emmis”), Emmis Radio, LLC, an Indiana limited liability company and a wholly owned subsidiary of Emmis (“Emmis Asset Holder”), Emmis Radio License, LLC, an Indiana limited liability company and a wholly owned subsidiary of Emmis (“Emmis License Holder”), Emmis Radio Holding Corporation, an Indiana corporation and wholly owned subsidiary of Emmis Asset Holder (“Emmis Radio 1”), Emmis Radio Holding II Corporation, an Indiana Corporation and wholly owned subsidiary of Emmis Asset Holder (“Emmis Radio 2”), and, together with Emmis, the Emmis Asset Holder the Emmis License Holder, and Emmis Radio 1 the “Contributors”). Reference herein to the “Parties” shall refer to the Company and the Contributors, and reference herein to a “Party” shall refer to any of the Parties,
