THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 11th, 2012 • Emmis Communications Corp • Radio broadcasting stations
This THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 3, 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).
THIRD AMENDMENT TO THE PUT AND CALL AGREEMENTPut and Call Agreement • October 11th, 2012 • Emmis Communications Corp • Radio broadcasting stations • California
This Third Amendment to the Put and Call Agreement (“Amendment”) is made this 20th day of August, 2012 by and among KMVN, LLC (“Operating”), KMVN License, LLC (“Licensee” and together with Operating, “Emmis”), Grupo Radio Centro LA, LLC (“GRC”), solely for the purpose of guaranteeing the obligations of GRC, Grupo Radio Centro, S.A.B. de C.V. (“Guarantor”), 93.9 Holdings, Inc. (“93.9 Holdings”) and 93.9 License, LLC (“93.9 LicenseCo” and together with 93.9 Holdings, the “93.9 Entities”). Capitalized terms used herein and not defined have the respective meanings set forth in the Put and Call Agreement (defined below).
WAIVER AND AMENDMENTWaiver and Amendment • October 11th, 2012 • Emmis Communications Corp • Radio broadcasting stations
This WAIVER AND AMENDMENT, dated as of August 3, 2012 (this “Agreement”), is by and among (a) EMMIS COMMUNICATIONS CORPORATION (the “Parent”), an Indiana corporation, (b) EMMIS OPERATING COMPANY (the “Borrower”), an Indiana corporation and (c) the Lenders (as defined below) 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 Nederland”, New York Branch and SunTrust Bank, as
