0001193125-12-223521 Sample Contracts

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations • Indiana

This Director and Officer Indemnification Agreement (this “Agreement”), dated as of December 15, 2011 (the “Effective Date”), is made by and between Emmis Communications Corporation, an Indiana corporation (the “Company”), and (“Indemnitee”).

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EMMIS COMMUNICATIONS CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations • Indiana

THIS AGREEMENT is entered into, effective March 1, 2009 (the “Effective Date”), by and between EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation (the “Company”), and J. Scott Enright (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations • Indiana

This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of March 1, 2012 (the “Effective Date”), by and between EMMIS OPERATING COMPANY, an Indiana company (“Employer”), and J. SCOTT ENRIGHT, an Indiana resident (“Executive”).

FIRST AMENDMENT NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations

This FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of March 20, 2012 (this “Amendment”), is between EMMIS COMMUNICATIONS CORPORATION (the “Issuer”), an Indiana corporation, and ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P. (the “Purchaser”), a Delaware limited partnership. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).

FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations

This FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of March 20, 2012 (this “Amendment”), is by and among (a) EMMIS COMMUNICATIONS CORPORATION (the “Parent”), an Indiana corporation, (b) EMMIS OPERATING COMPANY (the “Borrower”), an Indiana corporation and (c) certain Lenders and is acknowledged by BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Lenders party to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated November 2, 2006, as amended by (i) that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 3, 2009, by and among the Borrower, the Parent, the lending institutions party thereto (the “Lenders”), the Administrative Agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nede

SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations

This SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of April 26, 2012 (this “Amendment”), is by and among (a) EMMIS COMMUNICATIONS CORPORATION (the “Parent”), an Indiana corporation, (b) EMMIS OPERATING COMPANY (the “Borrower”), an Indiana corporation and (c) certain Lenders and is acknowledged by BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Lenders party to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated November 2, 2006, as amended by (i) that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 3, 2009, by and among the Borrower, the Parent, the lending institutions party thereto (the “Lenders”), the Administrative Agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nede

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 10th, 2012 • Emmis Communications Corp • Radio broadcasting stations

This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of April 26, 2012 (this “Amendment”), is between EMMIS COMMUNICATIONS CORPORATION (the “Issuer”), an Indiana corporation, and ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P. (the “Purchaser”), a Delaware limited partnership. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).

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