SECOND AMENDMENT AND CONSENT TO
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
AND GLOBAL AMENDMENT TO LOAN DOCUMENTS
This SECOND AMENDMENT AND CONSENT TO FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND TERM LOAN AGREEMENT AND GLOBAL AMENDMENT TO LOAN DOCUMENTS, dated as
of April 23, 2001 (this "Amendment"), is by and among EMMIS COMMUNICATIONS
CORPORATION, an Indiana corporation ("Emmis"), TORONTO DOMINION (TEXAS), INC.,
as administrative agent (the "Administrative Agent"), FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), as documentation agent (the "Documentation Agent"), 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 definition
shall have the meanings assigned to such terms in the Credit Agreement referred
to below.
WHEREAS, Emmis, the Lenders and the Agents are parties to a Fourth Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of December 29,
2000 (as amended by the First Amendment and Consent to Fourth Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of March 27, 2001,
and as the same may be further amended in effect from time to time, the "Credit
Agreement"), pursuant to which the Lenders have made loans and otherwise
extended credit to Emmis on the terms and subject to the conditions set forth
therein;
WHEREAS, Emmis, the Lenders and the Agents have agreed to modify certain
terms and conditions of the Credit Agreement as specifically set forth in this
Amendment;
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Emmis, the Lenders and the Agents hereby agree as follows:
ss.1. Global Amendment to the Credit Agreement and the Loan Documents.
Subject to the satisfaction of the conditions set forth in ss.7 hereof and
simultaneously with the completion of the Holding Company Reorganization, each
of the Credit Agreement and the other Loan Documents are hereby amended by
amending the definition of the terms "Borrower" and "Company" in each place
where they appear (including but not limited to ss.12 of the Credit Agreement
for purposes of calculating compliance with the financial covenants set forth
therein) such that such terms shall mean "Emmis Communications Corporation, an
Indiana corporation" for all periods prior to the Holding Company Reorganization
and shall mean "Emmis Operating Company, an Indiana corporation" for all periods
from and after the date of the Holding Company Reorganization.
ss.2. Amendments to ss.1.1 of the Credit Agreement. (a) Subject to the
satisfaction of the conditions set forth in ss.7 hereof and simultaneously with
the completion of the Holding Company Reorganization, ss.1.1 of the Credit
Agreement is hereby amended by adding the following new definitions to such
ss.1.1 in alphabetical order:
"Parent. Emmis Communications Corporation, an Indiana corporation,
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which shall hold one hundred percent (100%)of the issued and outstanding
Capital Stock of the Borrower."
"Parent Guaranty. The Guaranty, dated or to be dated as of the date
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of the Holding Company Reorganization, by the Parent in favor of the
Administrative Agent and the Lenders and in form and substance reasonably
satisfactory to the Administrative Agent."
"Parent Stock Pledge Agreement. The Stock Pledge Agreement, dated or
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to be dated as of the date of the Holding Company Reorganization, between
the Parent and the Administrative Agent and in form and substance
reasonably satisfactory to the Administrative Agent."
"Second Amendment. The Second Amendment and Consent, dated as of
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April 23, 2001, to this Credit Agreement and Global Amendment to Loan
Documents."
(b) Subject to the satisfaction of the conditions set forth in ss.7 hereof
and simultaneously with the completion of the Holding Company Reorganization,
ss.1.1 of the Credit Agreement is hereby further amended by deleting the
definitions of "Change of Control", "Continuing Directors", "CPF Letter of
Credit", "Holding Company Reorganization", "Interest Coverage Ratio", "Pro Forma
Fixed Charge Coverage Ratio", "Security Documents" and "Senior Discount Notes"
in their entirety and substituting in lieu thereof the following definitions,
respectively:
"Change of Control. An event or series of events as a consequence of
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which (a) the Permitted Holders shall cease to own Capital Stock of the
Parent having at least thirty-five percent (35%) of the general voting
power of the outstanding Capital Stock of the Parent, (b) any "person" or
"group" (as such terms are used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
excluding any Permitted Holder, shall become, or obtain rights (whether by
means of warrants, options or otherwise) to become, the "beneficial owner"
(as defined in Rule 13(d)-3 and 13(d)-5 under the Exchange Act), directly
or indirectly, of Capital Stock of the Parent having a greater percentage
of the general voting power of the outstanding voting Capital Stock than
that held by Permitted Holders, (c) the board of directors of the Parent
shall cease to consist of a majority of Continuing Directors; (d) Jeff
Smulyan shall cease to be the Chairman of the board of directors of the
Parent and the Borrower and the chief executive officer of the Parent and
the Borrower; provided that no Change of Control shall be deemed to have
occurred if Jeffrey Smulyan ceases to hold such positions as a consequence
of his death or disability and within one hundred twenty (120) days of
such cessation either (i) successor(s) are named to such positions who
have expertise and experience in the broadcasting business and are
otherwise reasonably acceptable to the Initial Agents or (ii) the board of
directors of the Parent and the Borrower have provided to the Lenders a
plan for replacing Jeffrey Smulyan which is reasonably acceptable to the
Initial Agents; (e) the Borrower shall (i) cease to own Capital Stock of
the Subsidiaries representing the same percentage of outstanding Capital
Stock held by it on the date of the Holding Company Reorganization (after
giving effect to the transactions contemplated thereby) unless the
disposition of such Capital Stock was permitted hereunder or (ii) cease to
own Capital Stock of the Subsidiaries having the right at all times to
elect a majority of the board of directors of such Subsidiaries unless the
disposition of such Capital Stock was permitted hereunder; or (f) the
Parent shall cease to own one hundred percent (100%) of the issued and
outstanding Capital Stock of the Borrower."
"Continuing Directors. The directors of Emmis Communications
----------------------
Corporation on the Funding Date, after giving effect to the transactions
contemplated hereby, and each other director of Emmis Communications
Corporation, if, in each case, such other director's nomination for
election to the board of directors of Emmis Communications Corporation is
recommended by at least 662/3% of the then Continuing Directors in his or
her election by the shareholders of Emmis Communications Corporation."
"CPF Letter of Credit. That certain Letter of Credit issued by The
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Toronto Dominion Bank originally for the account of Emmis Communications
Corporation and transferred to the account of the Borrower and for the
benefit of the New York City District Council of Carpenters Pension Fund
in the face amount of $1,086,925."
"Holding Company Reorganization. The corporate restructuring of
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Emmis Communications Corporation and its Subsidiaries pursuant to which,
in accordance with the terms of this Credit Agreement and the Second
Amendment, Emmis Communications Corporation transferred all of its assets
and liabilities (including its rights and obligations under this Credit
Agreement and the Loan Documents) to Emmis Operating Company, the
"Borrower" hereunder."
"Interest Coverage Ratio. At any date of determination, the ratio of
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(a) Consolidated Operating Cash Flow for the Reference Period most
recently ended to (b) the sum of (i) Consolidated Total Interest Expense
for such Reference Period plus (ii) the aggregate amount of any cash
distributions paid by the Borrower to the Parent to service the Senior
Discount Notes during such Reference Period."
"Pro Forma Fixed Charge Coverage Ratio. At any date of
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determination, the ratio of (a) Consolidated Operating Cash Flow for the
Reference Period ending on such date to (b) the sum of (i) Pro Forma Fixed
Charges for the Reference Period commencing on the date following such
date of determination plus (ii) to the extent not otherwise included in
Pro Forma Fixed Charges for the Reference Period commencing on the date
following such date of determination, the aggregate amount of any cash
distributions paid or to be paid by the Borrower to the Parent to service
the Senior Discount Notes during such Reference Period."
"Security Documents. The Guaranty, the Parent Guaranty, the Security
------------------
Agreements, the Mortgages, the Trademark Agreements, the Copyright
Mortgage, the Pledge Agreements, the Parent Stock Pledge Agreement, the
Collateral Assignments of Contracts and all other instruments and
documents, including without limitation UCC financing statements, required
to be executed or delivered pursuant to any Security Document."
"Senior Discount Notes. The 12 1/2% Senior Discount Notes Due 2011
----------------------
issued by Emmis Escrow under the Senior Discount Note Indenture,
and any refinancings thereof."
ss.3. Amendment to ss.8 of the Credit Agreement. Subject to the
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satisfaction of the conditions set forth in ss.7 hereof and simultaneously with
the completion of the Holding Company Reorganization, ss.8.2 of the Credit
Agreement is hereby amended by deleting such ss.8.2 in its entirety and
substituting in lieu thereof the following new ss.8.2:
"8.2. Guaranties and Security of Parent and Subsidiaries. The
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Obligations shall also be guaranteed pursuant to the terms of the Parent
Guaranty and the Guaranty. The obligations of the Parent under the Parent
Guaranty shall be secured by a perfected first priority security interest
in all of the issued and outstanding Capital Stock of the Borrower. The
obligations of the Borrower's Subsidiaries and the EIBC Subsidiaries under
the Guaranty shall be secured by a perfected first priority security
interest (subject only to Permitted Liens entitled to priority under
applicable law) in all of the assets of each such Person (other than (i)
Excluded Assets, (ii) non-material assets which the Administrative Agent
agrees in writing may be excluded and (iii) shares of Capital Stock of the
EIBC Subsidiaries if the pledge of such Capital Stock would cause adverse
tax consequences to the Borrower) whether now owned or hereafter acquired,
including without limitation an assignment of each such Person's rights
and interests in, to and under each contract and agreement entered into by
each such Person in connection with the transactions contemplated by
ss.11.5.1, pursuant to the terms of the Security Documents to which such
Person is a party."
ss.4. Amendment to ss.15.1 of the Credit Agreement. Subject to the
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satisfaction of the conditions set forth in ss.7 hereof and simultaneously with
the completion of the Holding Company Reorganization, ss.15.1 of the Credit
Agreement is hereby amended by (a) deleting the word "or" following clause (y)
of such ss.15.1, (b) adding the following new clauses (aa), (bb) and (cc) to
such ss.15.1:
"(aa) the Parent (i) directly or indirectly, beneficially or
otherwise, holds or owns (whether pursuant to an asset swap or otherwise)
stock, or other securities of, any Person (other than the Borrower or
Persons which shall be Subsidiaries of the Borrower or Excluded
Subsidiaries which are subsidiaries of the Borrower or Investments
permitted under ss.11.3 hereof which are held by the Borrower or any of
its Subsidiaries), or (ii) conducts any activity which is inconsistent
with activities which are normal and customary for a publicly held holding
company;
(bb) contemporaneously with the receipt by the Parent of cash
proceeds from the issuance of any debt by the Parent after the date of the
Second Amendment, the Parent shall fail to make an equity contribution to
the Borrower in an amount equal to the net cash proceeds received by the
Parent from such issuance (net of costs and expenses incurred in
connection with such issuance and any amounts applied to refinance the
Senior Discount Notes), the amount of such equity contribution to be
applied by the Borrower in accordance with the terms and conditions set
forth in ss.5.3; provided that the Parent may not issue any debt after the
date of the Second Amendment unless the material terms of such new debt
shall be substantially similar or less restrictive than the terms of the
Senior Discount Notes and the maturity of such new debt shall be at least
one (1) year after the later of the (i) Tranche B Maturity Date or (ii)
the maturity date of any new Tranches established prior to the issuance of
such new debt pursuant to ss.16.1 of the Credit Agreement, in each case as
reasonably determined by the Initial Agents (it being understood that if
any such new debt has an interest rate higher than the interest rate
applicable to the Senior Discount Notes, such new debt shall not be deemed
more restrictive than the Senior Discount Notes solely because of such
higher interest rate); or
(cc) contemporaneously with the receipt by the Parent of cash
proceeds from the issuance of any equity by the Parent after the date of
the Second Amendment, the Parent shall fail to make an equity contribution
to the Borrower in an amount equal to the net cash proceeds received by
the Parent from such issuance (net of costs and expenses incurred in
connection with such issuance), the amount of such equity contribution to
be applied by the Borrower in accordance with the terms and conditions set
forth in ss.5.3;"
and (c) deleting the text "ss.15.1(g), ss.15.1(h), ss.15.1(j) or ss.15.1(z)" set
forth in the last proviso of ss.15.1 and substituting in lieu thereof the text
"ss.15.1(g), ss.15.1(h), ss.15.1(j), ss.15.1(z), ss.15.1(aa), ss.15.1(bb) or
ss.15.1(cc)".
ss.5. Amendment to ss.15.2 of the Credit Agreement. Subject to the
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satisfaction of the conditions set forth in ss.7 hereof and simultaneously with
the completion of the Holding Company Reorganization, the Credit Agreement is
hereby further amended by deleting the text "ss.15.1(g), ss.15.1(h), ss.15.1(j)
or ss.15.1(z)" set forth in the first sentence of ss.15.2 and substituting in
lieu thereof the text "ss.15.1(g), ss.15.1(h), ss.15.1(j), ss.15.1(z),
ss.15.1(aa), ss.15.1(bb) or ss.15.1(cc)".
ss.6. Global Amendment to of the Credit Agreement. Subject to the
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satisfaction of the conditions set forth in ss.7 hereof and simultaneously with
the completion of the Holding Company Reorganization, the Credit Agreement is
hereby further amended by deleting the words "parent holding company" or "parent
holding company of the Borrower" in each place which they appear and
substituting in lieu thereof the word "Parent".
ss.7. Consent. Emmis has informed the Agents and the Lenders of its
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intention to create a new wholly-owned Subsidiary to be known as Emmis Operating
Company, an Indiana corporation ("Emmis Opco"). Emmis intends to transfer all of
its assets (including, without limitation, all of the shares of Capital Stock of
Subsidiaries held by Emmis) and assign all of its existing obligations and
liabilities (including, without limitation, the Obligations and existing
obligations under and with respect to the existing Subordinated Debt) to Emmis
Opco such that immediately after giving effect thereto, Emmis Opco shall become
the "Borrower" under and as defined in the Credit Agreement (the "Holding
Company Reorganization"). Emmis has requested that each of the Lenders consent
to the Holding Company Reorganization. Subject to the satisfaction of each of
the conditions set forth below prior to or simultaneously with the Holding
Company Reorganization, the Lenders consent to the Holding Company
Reorganization:
(a) the Administrative Agent shall have received the Parent Guaranty and
the Parent Stock Pledge Agreement, duly executed and delivered by Emmis;
(b) Emmis Opco shall have executed and delivered to the Administrative
Agent an instrument of joinder, substantially in the form attached hereto as
Exhibit A and otherwise satisfactory to the Administrative Agent, pursuant to
which Emmis Opco shall expressly assume all obligations of the "Borrower" under
the Credit Agreement and agree to comply with and be bound by all of the terms,
conditions and covenants of the Credit Agreement and Loan Documents applicable
to it as the Borrower;
(c) the Administrative Agent shall have received from Emmis a certificate
(which certificate shall be accompanied by an irrevocable stock power, duly
endorsed in blank by Emmis and otherwise in form and substance reasonably
satisfactory to the Administrative Agent) representing the all of the issued and
outstanding Capital Stock of Emmis Opco;
(d) the Administrative Agent shall have received from Emmis and Emmis Opco
a completed and fully executed Perfection Certificate and shall have received
the results of UCC searches with respect to the Collateral owned by Emmis or
Emmis Opco, indicating that the assets of Emmis and Emmis Opco are subject to no
Liens other than Permitted Liens and otherwise in form and substance
satisfactory to the Administrative Agent;
(e) Emmis Opco shall have executed and delivered to the Administrative
Agent all UCC financing statements and other documents and instruments
reasonably requested by the Administrative Agent to preserve and protect the
Liens granted to the Administrative Agent pursuant to the Security Documents to
which the Borrower is a party;
(f) Emmis and Emmis Opco shall have furnished to the Administrative Agent
evidence satisfactory to the Administrative Agent that all necessary
governmental and third party consents to (including, without limitation, FCC
consents) and notices contemplated herein shall have been obtained and given;
(g) Emmis Opco shall have delivered to the Administrative Agent a
certificate of insurance from an independent insurance broker dated as of the
date hereof, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
the provisions of the Borrower Security Agreement and naming the Administrative
Agent as additional insured and, on all casualty insurance, loss payee;
(h) each of Emmis and Emmis Opco shall have delivered to the Agent (i) a
copy, certified by a duly authorized officer of such Person to be true and
complete on the date hereof, of each of (A) its Governing Documents as in effect
on such date and (B) the resolutions of such Person approving the transactions
contemplated by the Holding Company Reorganization and this ss.7, and (ii) a
certificate, dated as of the date hereof, signed by a duly authorized officer of
such Person, and giving the name and bearing a specimen signature of each
individual who shall be authorized (x) to sign, in the name and on behalf of
such Person, each of the Loan Documents to which such Person is or is to become
a party; and (y) to give notices and to take other action on its behalf under
the Loan Documents;
(i) the Administrative Agent shall have received from Emmis Opco a
certificate from a duly authorized officer of Emmis Opco certifying that no
Default or Event of Default shall have occurred and be continuing or would
result from the Holding Company Reorganization and all of the representations
and warranties set forth in ss.9 of the Credit Agreement shall be true and
correct in all material respects with respect to Emmis Opco after giving effect
to the Holding Company Reorganization except to the extent that they relate
exclusively to an earlier date;
(j) the Administrative Agent shall have received an opinion of counsel
from (x) Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the Parent and
Emmis Opco, (y) counsel to the Parent and its Subsidiaries in Indiana and (z)
FCC counsel to the Parent and its Subsidiaries, each addressed to the
Administrative Agent and the Lenders and in form and substance reasonably
satisfactory to the Administrative Agent;
(k) the Administrative Agent shall have received evidence satisfactory to
the Administrative Agent that simultaneously with or promptly following the
Holding Company Reorganization, the Loans shall be prepaid in an amount equal to
not less than the Paydown Amount in accordance with ss.5.5 of the Credit
Agreement using proceeds for the issuance of the Senior Discount Notes;
(l) the Holding Company Reorganization shall be consummated on the
same terms and conditions described in the Confidential Offering Circular; and
(m) the Holding Company Reorganization shall occur on or prior to
July 25, 2001.
ss.8. Conditions to Effectiveness. This Amendment shall become effective
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upon the satisfaction of each of the following conditions precedent:
(a) the Administrative Agent shall have received a counterpart signature
page to this Amendment duly executed and delivered by Emmis, the Subsidiaries of
Emmis listed on the signature pages hereto and all of the Lenders; and
(b) upon the date on which the condition precedent set forth in clause (a)
has been satisfied, Emmis shall have paid to the Administrative Agent for the
pro rata account of each of the Lenders an amendment fee in an amount equal to
fifteen hundredths of one percent (0.15%) of the Total Commitment (as in effect
prior to giving effect to the Borrower's application of the Paydown Amount to
the Loans in accordance with ss.5.5 of the Credit Agreement).
ss.9. Affirmation of Emmis. Until such time as the Holding Company
----------------------
Reorganization has occurred in accordance with the terms of the Credit Agreement
as amended hereby and the conditions set forth in ss.7 have been satisfied,
Emmis hereby affirms all of its Obligations under the Credit Agreement and under
each of the other Loan Documents to which it is a party and hereby affirms its
absolute and unconditional promise to pay to the Lenders the Loans and all other
amounts due under the Credit Agreement and the other Loan Documents. Emmis
hereby represents, warrants and confirms that the Obligations are and remain
secured pursuant to the Security Documents. The parties hereto acknowledge that
upon completion of the Holding Company Reorganization and the satisfaction of
the conditions set forth in ss.7, Emmis shall be released and discharged from
all of its obligations as the "Borrower" under the Credit Agreement and the
other Loan Documents.
ss.10. Representations and Warranties. Emmis hereby represents and
--------------------------------
warrantsto the Lenders and the Administrative Agent as follows:
(a) Representations and Warranties. Each of the representations and
--------------------------------
warranties contained in ss.9 of the Credit Agreement were true and correct in
all material respects when made, and, after giving effect to this Amendment, are
true and correct in all material respects on and as of the date hereof, except
to the extent that such representations and warranties relate specifically to a
prior date.
(b) Enforceability. The execution and delivery by Emmis of this Amendment,
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and the performance by Emmis of this Amendment and the Credit Agreement, as
amended hereby, are within the corporate authority of Emmis and have been duly
authorized by all necessary corporate proceedings. This Amendment and the Credit
Agreement, as amended hereby, constitute valid and legally binding obligations
of Emmis, enforceable against it in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting the enforcement of creditors' rights in general.
(c) No Default. No Default or Event of Default has occurred and is
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continuing, and after giving effect to this Amendment, no Default or Event of
Default will result from the execution, delivery and performance by Emmis of
this Amendment or from the consummation of the transactions contemplated herein
or by the Confidential Offering Circular or the Senior Discount Note Indenture.
ss.11. No Other Amendments, etc. Except as expressly provided in this
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Amendment, (a) all of the terms and conditions of the Credit Agreement and the
other Loan Documents remain unchanged, and (b) all of the terms and conditions
of the Credit Agreement, as amended hereby, and of the other Loan Documents are
hereby ratified and confirmed and remain in full force and effect. Nothing
herein shall be construed to be an amendment, consent or a waiver of any
requirements of Emmis or of any other Person under the Credit Agreement or any
of the other Loan Documents except as expressly set forth herein. Nothing in
this Amendment shall be construed to imply any willingness on the part of the
Administrative Agent or the Lenders to grant any similar or future amendment,
consent or waiver of any of the terms and conditions of the Credit Agreement or
the other Loan Documents.
ss.12. Execution in Counterparts. This Amendment may be executed in any
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number of counterparts and by each party on a separate counterpart, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one instrument. In proving this Amendment, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
ss.13. Miscellaneous. This Amendment shall for all purposes be construed
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in accordance with and governed by the laws of The State of New York. The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof. Emmis agrees to pay to the Administrative
Agent, on demand by the Administrative Agent, all reasonable out-of-pocket costs
and expenses incurred or sustained by the Administrative Agent in connection
with the preparation of this Amendment, including reasonable legal fees.
[Signature pages ommitted]
Each of the undersigned Subsidiaries hereby (a) acknowledges the foregoing
Amendment and (b) ratifies and confirms all of its obligations under the
Guaranty and under each of the other Loan Documents to which it is a party.
EMMIS MEADOWLANDS CORPORATION
EMMIS RADIO CORPORATION (f/k/a Emmis Broadcasting
Corporation of New York)
EMMIS PUBLISHING CORPORATION EMMIS
INTERNATIONAL BROADCASTING CORPORATION TOPEKA
TELEVISION CORPORATION SJL OF KANSAS CORP.
EMMIS SOUTH AMERICA BROADCASTING CORPORATION
EMMIS LATIN AMERICA BROADCASTING CORPORATION
EMMIS INDIANA BROADCASTING, L.P.
By: Emmis Operating Company,
its General Partner
EMMIS PUBLISHING, L.P.
By: Emmis Operating Company,
its General Partner
EMMIS TELEVISION BROADCASTING, L.P.
By: Emmis Operating Company,
its General Partner
By:_______________________________
Name:
Title:
EMMIS LICENSE CORPORATION
EMMIS RADIO LICENSE CORPORATION (f/k/a Emmis FM
License Corporation of St. Louis)
EMMIS LICENSE CORPORATION OF NEW YORK
EMMIS RADIO LICENSE CORPORATION OF NEW YORK
EMMIS TELEVISION LICENSE CORPORATION (f/k/a
Emmis Television License Corporation of
Honolulu)
EMMIS TELEVISION LICENSE CORPORATION OF WICHITA
EMMIS TELEVISION LICENSE CORPORATION OF TOPEKA
By:_______________________________
Name:
Title: