ASSET PURCHASE AGREEMENT by and among EMMIS RADIO, LLC, EMMIS RADIO LICENSE CORPORATION OF NEW YORK and YMF MEDIA LLC dated as of April 5, 2012Asset Purchase Agreement • April 26th, 2012 • Emmis Communications Corp • Radio broadcasting stations • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2012, by and among Emmis Radio, LLC, an Indiana limited liability company (“Emmis Radio”), and Emmis Radio License Corporation of New York, a California corporation (“Emmis Radio License,” and together with Emmis Radio, the “Sellers”), YMF Media LLC, a Delaware limited liability company (“Purchaser”), Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. (collectively, the “Yucaipa Guarantors”) and Fortress Credit Funding I, LP, Drawbridge Special Opportunities Fund Ltd. and CF ICBC LLC (collectively, the “Fortress Guarantors”) (each of the Yucaipa Guarantors and Fortress Guarantors, a “Guarantor” and together, the “Guarantors”). The Sellers, Purchaser and Guarantors (solely with respect to Article 8) are sometimes herein referred to collectively as the “Parties” and individually as a “Party.”
LOCAL PROGRAMMING AND MARKETING AGREEMENTLocal Programming and Marketing Agreement • April 26th, 2012 • Emmis Communications Corp • Radio broadcasting stations • New York
THIS LOCAL PROGRAMMING AND MARKETING AGREEMENT (this “Agreement”) is made as of April 26, 2012 between Emmis Radio License Corporation of New York, a California corporation (“Licensee”) and New York AM Radio, LLC, a Delaware limited liability company (“Programmer”) that is a wholly-owned subsidiary of Disney Enterprises, Inc. (“Guarantor”).
PARTICIPATION AGREEMENT PURCHASE OF PARTICIPATION INTERESTS IN A PROMISSORY NOTE PARTICIPANT: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA Dated as of April 26, 2012Participation Agreement • April 26th, 2012 • Emmis Communications Corp • Radio broadcasting stations
Wells Fargo Bank Northwest, National Association, a national banking association, as trustee (the “Holder” or the “Trustee”), and the Maker identified in Section 1 below, intending to be legally bound, agree with you as set forth in this Agreement. Any reference herein to a Section refers to a Section of this Agreement.
