8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  June 20, 2011

EMMIS COMMUNICATIONS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

0-23264	35-1542018
(Commission File Number)	(IRS Employer Identification No.)

ONE EMMIS PLAZA, 40 MONUMENT CIRCLE, SUITE 700, INDIANAPOLIS, INDIANA	46204
(Address of Principal Executive Offices)	(Zip Code)

317-266-0100

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note.

This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K (the “Original 8-K”) filed by Emmis Communications Corporation (“Emmis”) with the U.S. Securities and Exchange Commission on June 21, 2011.

The purpose of this Amendment No. 1 is to provide copies of the material agreements entered into in connection with the transactions discussed in the Original Form 8-K and to include additional disclosure under Item 2.05 of Form 8-K.

Item 2.05                      Costs Associated with Exit or Disposal Activities.

In connection with the sale of WKQX, WLUP and WRXP, Emmis has provided a list of employees for each of these stations to LMA Merlin and LMA Merlin has the option of hiring any of these employees.  For employees not offered employment by LMA Merlin, Emmis will pay severance to those employees.  Further, if a current employee of one of these stations is offered employment by LMA Merlin, accepts the employment offer, but is subsequently terminated by LMA Merlin within 90 days, Emmis will pay severance to those employees.  Because the number of employees to which Emmis will be required to pay severance is currently unknown, Emmis cannot estimate its severance obligation at this time.  However, Emmis believes the maximum amount of severance it would pay, assuming it paid severance to all affected employees, would be approximately $3 million.

As discussed in Item 1.01 of the Original 8-K, Emmis estimates that it could incur approximately $10 million of expenses in connection with the sale, inclusive of the severance discussed above.  The remaining expenses principally consist of state and local taxes (estimated to be $3 million), debt redemption premiums (estimated to be $2 million), and professional fees (estimated to be $2 million).

Item 9.01                 Financial Statements and Exhibits

  (d) Exhibits.

Exhibit                      Description

2.1 Purchase Agreement, dated as of June 20, 2011, by and among GTCR Merlin Holdings, LLC, Benjamin L. Homel, Emmis Operating Company, Emmis Radio, LLC, Emmis Radio License, LLC, Emmis Radio Holding Corporation and Emmis Radio Holding II Corporation.

The following exhibits and schedules to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Exhibit B (Form of Professional Services Agreement)

·   Exhibit C (Form of Transition Services Agreement)

·   Exhibit D (Executed ECC Guarantee)

·   Exhibit E (Form of Senior Secured Note)

·   Exhibit 7.3(vii) (Form of Assignment for Merchandise Mart Lease)

·   Exhibit 7.3(viii) (Form of Assignment for WKQX Hancock Lease)

·   Exhibit 7.3(ix) (Form of Assignment for WLUP Hancock Lease)

·   Exhibit 7.3(x) (Terms of Hudson Sublease)

·   Exhibit 7.3(xi) (Form of Assignment for Empire State Lease).

2.2 Exhibit A to the Purchase Agreement: Form of Second Amended and Restated Limited Liability Company Agreement of Merlin Media.

The following exhibits and schedules to Exhibit A to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Schedule A (Capitalization)

·   Schedule B (Book Value)

·   Schedule C (Certain Definitions)

·   Schedule D (Consent of Spouse)

·   Schedule 3.3(c) (Additional Capital Contribution Election)

2.3 Contribution Agreement, dated as of June 20, 2011, by and among Emmis Operating Company, Emmis Radio, LLC, Emmis Radio License, LLC, Emmis Radio Holding Corporation, Emmis Radio Holding II Corporation and Merlin Media, LLC.

The following exhibits and schedules to the Contribution Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Schedule 1.2(a)(i) (FCC Licenses)

·   Schedule 1.2(a)(ii) (Permits)

·   Schedule 1.2(b) (Leased Real Property)

·   Schedule 1.2(c) (Personal Property)

·   Schedule 1.2(d) (Assumed Contracts)

·   Schedule 1.2(e) (Station Intellectual Property)

·   Schedule 1.2(h) (Certain Included Assets)

·   Schedule 1.3(j) (Other Excluded Assets)

·   Schedule 11.1(a) (Permitted Liens)

·   Exhibit A (Restructuring and Contribution Agreement)

·   Exhibit B (Initial LLC Agreement)

·   Exhibit C (Form of First Amended and Restated Merlin LLC Agreement)

·   Exhibit 7.2(d)(i) (Form of FCC License Assignment 1)

·   Exhibit 7.2(d)(ii) (Form of Bill of Sale and Assumption Agreement)

·   Exhibit 7.2(d)(iv) (Form of Registration Rights Agreement)

·   Exhibit 7.2(a)(i) (Form of FCC License Assignment 2).

·   Annex A (Contributor Units to be Issued at Closing).

10.1 Local Programming and Marketing Agreement, dated as of June 20, 2011, by and among Emmis Radio, LLC, Emmis Radio License, LLC, Merlin Media, LLC and LMA Merlin Media, LLC.

10.2 Guarantee of Emmis Communications Corporation, dated June 20, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  June 24, 2011

EMMIS COMMUNICATIONS CORPORATION
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President,               General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit                      Description

2.1 Purchase Agreement, dated as of June 20, 2011, by and among GTCR Merlin Holdings, LLC, Benjamin L. Homel, Emmis Operating Company, Emmis Radio, LLC, Emmis Radio License, LLC, Emmis Radio Holding Corporation and Emmis Radio Holding II Corporation.

The following exhibits and schedules to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Exhibit B (Form of Professional Services Agreement)

·   Exhibit C (Form of Transition Services Agreement)

·   Exhibit D (Executed ECC Guarantee)

·   Exhibit E (Form of Senior Secured Note)

·   Exhibit 7.3(vii) (Form of Assignment for Merchandise Mart Lease)

·   Exhibit 7.3(viii) (Form of Assignment for WKQX Hancock Lease)

·   Exhibit 7.3(ix) (Form of Assignment for WLUP Hancock Lease)

·   Exhibit 7.3(x) (Terms of Hudson Sublease)

·   Exhibit 7.3(xi) (Form of Assignment for Empire State Lease).

2.2 Exhibit A to the Purchase Agreement: Form of Second Amended and Restated Limited Liability Company Agreement of Merlin Media.

The following exhibits and schedules to Exhibit A to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Schedule A (Capitalization)

·   Schedule B (Book Value)

·   Schedule C (Certain Definitions)

·   Schedule D (Consent of Spouse)

·   Schedule 3.3(c) (Additional Capital Contribution Election)

2.3 Contribution Agreement, dated as of June 20, 2011, by and among Emmis Operating Company, Emmis Radio, LLC, Emmis Radio License, LLC, Emmis Radio Holding Corporation, Emmis Radio Holding II Corporation and Merlin Media, LLC.

The following exhibits and schedules to the Contribution Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Emmis will furnish copies of the omitted exhibits and schedules to the Commission upon request.

·   Schedule 1.2(a)(i) (FCC Licenses)

·   Schedule 1.2(a)(ii) (Permits)

·   Schedule 1.2(b) (Leased Real Property)

·   Schedule 1.2(c) (Personal Property)

·   Schedule 1.2(d) (Assumed Contracts)

·   Schedule 1.2(e) (Station Intellectual Property)

·   Schedule 1.2(h) (Certain Included Assets)

·   Schedule 1.3(j) (Other Excluded Assets)

·   Schedule 11.1(a) (Permitted Liens)

·   Exhibit A (Restructuring and Contribution Agreement)

·   Exhibit B (Initial LLC Agreement)

·   Exhibit C (Form of First Amended and Restated Merlin LLC Agreement)

·   Exhibit 7.2(d)(i) (Form of FCC License Assignment 1)

·   Exhibit 7.2(d)(ii) (Form of Bill of Sale and Assumption Agreement)

·   Exhibit 7.2(d)(iv) (Form of Registration Rights Agreement)

·   Exhibit 7.2(a)(i) (Form of FCC License Assignment 2).

·   Annex A (Contributor Units to be Issued at Closing).

10.1 Local Programming and Marketing Agreement, dated as of June 20, 2011, by and among Emmis Radio, LLC, Emmis Radio License, LLC, Merlin Media, LLC and LMA Merlin Media, LLC.

10.2 Guarantee of Emmis Communications Corporation, dated June 20, 2011.

EX-2.1

EXHIBIT 2.1

EXECUTION VERSION

PURCHASE AGREEMENT

by and among

GTCR Merlin Holdings, LLC

Benjamin L. Homel,

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, 2011

NOTE TO EMMIS COMMUNICATIONS CORPORATION INVESTORS:  This Purchase Agreement has been provided solely to inform Emmis Communications Corporation investors of its terms.  The Purchase Agreement contains a number of representations and warranties which the Parties have made to each other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the Parties have exchanged in connection with signing the Purchase Agreement. These disclosure schedules contain information that has been included in general prior public disclosures of Emmis Communications Corporation, as well as additional non-public information. While we do not believe that non-public information relating to Emmis Communications Corporation is required to be publicly disclosed under the applicable securities laws, that information does modify, qualify and create exceptions to the representations and warranties set forth in the Purchase Agreement. In addition, these representations and warranties were made as of the date of the Purchase Agreement. Information concerning the subject matter of the representations and

warranties may have changed since the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. Moreover, representations and warranties are frequently utilized in Purchase Agreements as a means of allocating risks, both known and unknown, rather than to make affirmative factual claims or statements. Accordingly, ONLY THE PARTIES TO THIS AGREEMENT SHOULD RELY ON THE REPRESENTATIONS AND WARRANTIES AS CURRENT CHARACTERIZATIONS OF FACTUAL INFORMATION ABOUT THE PARTIES.

TABLE OF CONTENTS

ARTICLE 1 PURCHASE AND SALE OF UNITS			1
	1.1	Purchase and Sale of Units	1
	1.2	Purchase Price	2
	1.3	Adjustment	2
ARTICLE 2 CLOSING			2
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS			2
	3.1	Organization	3
	3.2	Authorization and Binding Obligation; Shareholder Consent	3
	3.3	Absence of Conflicting Agreements; Consents	3
	3.4	Litigation	4
	3.5	FCC Licenses and Compliance; Permits	4
	3.6	Real Property	6
	3.7	Contracts	7
	3.8	Compliance with Laws	9
	3.9	Taxes	9
	3.10	Environmental Matters	10
	3.11	Broker’s Fees	10
	3.12	Insurance	10
	3.13	Title to and Condition of Assets	11
	3.14	Financial Statements	11
	3.15	Absence of Certain Changes	11
	3.16	Absence of Undisclosed Liabilities	11
	3.17	Employment Matters	11
	3.18	Intellectual Property	13
	3.19	Reports	15
	3.20	Solvency	15
	3.21	Emmis’s Post-Closing Assets and Continuing Operations	15
	3.22	Related Party Transactions	15
	3.23	Units and Related Matters	15
	3.24	Company Treated as Partnership	16
	3.25	Contributors’ FCC Qualifications	16
	3.26	Company’s Conduct of Business; Liabilities	16
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS			16
	4.1	Organizational and Standing	16
	4.2	Authorization and Binding Obligation	17
	4.3	Absence of Conflicting Agreements or Required Consents	17
	4.4	Financial Ability	17
	4.5	Securities Representations	18
	4.6	Litigation	18

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	4.7	Broker’s Fees	18
	4.8	Qualifications as FCC Licensee	18
ARTICLE 5 COVENANTS OF THE CONTRIBUTORS			19
	5.1	Conduct of Business	19
	5.2	Inspection	21
	5.3	No Solicitation	21
	5.4	Notifications	21
	5.5	Cooperation with Lien Release	22
	5.6	Transfer of Social Media Accounts	22
	5.7	Leased Real Property	22
	5.8	Hudson Lease Roof Access	22
	5.9	Further Assurances	22
	5.10	Contribution Agreement	22
ARTICLE 6 JOINT COVENANTS			23
	6.1	Support of Transaction.	23
	6.2	Related Documents	23
	6.3	FCC Application.	23
	6.4	HSR Act Filings	24
	6.5	Tax Matters	25
	6.6	Senior Secured Note	25
	6.7	LMA Newco	25
	6.8	Book Value	26
ARTICLE 7 CONDITIONS TO OBLIGATIONS
	7.1	Conditions to Obligations of the Contributors and the Investors	26
	7.2	Conditions to Obligations of the Contributors	27
	7.3	Conditions to Obligations of the Investors	27
ARTICLE 8 INDEMNIFICATION			30
	8.1	Survival	30
	8.2	Indemnification by the Contributors	30
	8.3	Indemnification by the Investors	31
	8.4	Indemnification Procedures	31
	8.5	Limitations on Indemnification	32
	8.6	Adjustment to Purchase Price	34
	8.7	No Contribution by the Investors or the Company	34
	8.8	Indemnification Sole and Exclusive Remedy	35
	8.9	Limitations on Representations, Warranties, Covenants and Agreements	35
ARTICLE 9 TERMINATION/EFFECTIVENESS			35
	9.1	Termination	35

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	9.2	Effect of Termination	36
	9.3	Damages	37
ARTICLE 10 MISCELLANEOUS			37
	10.1	Waiver	37
	10.2	Notices	37
	10.3	Assignment	38
	10.4	Rights of Third Parties	39
	10.5	Expenses	39
	10.6	Governing Law	39
	10.7	Captions; Counterparts	39
	10.8	Schedules, Exhibits and Annexes	39
	10.9	Entire Agreement	40
	10.10	Amendments	40
	10.11	Publicity	40
	10.12	Severability	40
	10.13	Consent to Jurisdiction; Service of Process; Waiver of Jury Trial	40
	10.14	Remedies	41
	10.15	Execution in Counterparts	42
	10.16	Time is of the Essence	42
	10.17	Confidential Nature of Information	42
	10.18	Non-Recourse	42
ARTICLE 11 DEFINITIONS			43
	11.1	Defined Terms	43
	11.2	Construction	52

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EXHIBITS, SCHEDULE AND ANNEX

Exhibit A	Company LLC Agreement
Exhibit B	Professional Services Agreement
Exhibit C	Transition Services Agreement
Exhibit D	ECC Guarantee
Exhibit E	Senior Secured Note
Exhibit 7.3(vii)	Form of Merchandise Mart Assignment of Lease
Exhibit 7.3(viii)	Form of WKQX Assignment of Lease
Exhibit 7.3(ix)	Form of WLUP Assignment of Lease
Exhibit 7.3(x)	Hudson Sublease Terms
Exhibit 7.3(xi)	Form of Empire State Lease 2 Assignment of Lease
Annex A	Units to be Purchased at Closing

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PURCHASE AGREEMENT

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 “Contributors”).  Reference herein to the “Parties” shall refer to the Investors and the Contributors, and reference herein to a “Party” shall refer to any of the Parties, individually.  Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in Article 11 of this Agreement.

RECITALS

WHEREAS, the Original Merlin Members own, and after giving effect to the transactions contemplated by the Contribution Agreement, the Contributors other than Emmis License Holder (such Contributors, the “Sellers”) will own, all of the outstanding equity interests of Merlin Media, LLC, a Delaware limited liability company (the “Company”);

WHEREAS, as of the Closing Date, the Company will own the following radio stations (each, a “Station”, and collectively, the “Stations”): (i) WKQX-FM, 101.1 MHz, Channel 266, Chicago, IL (FIN 19525), (ii) WRXP-FM, 101.9 MHz, Channel 270, New York, NY (FIN 67846) and (iii) WLUP-FM, 97.9 MHz, Channel 250, Chicago, IL (FIN 73233), including the licenses and authorizations issued by the Federal Communications Commission (the “FCC”) for the operation of the Stations and the associated call letters for the Specified Stations; and

WHEREAS, the GTCR Investor desire to acquire from the Contributors, and the Contributors desire to sell to the GTCR Investor, certain Class A Units (as defined below) and Class C Units (as defined below) on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF UNITS

1.1           Purchase and Sale of Units.  Subject to the terms and conditions of this Agreement including Section 1.3, at the Closing each Seller will sell, assign, transfer and

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convey, free and clear of all Liens, that number of Class A Units and Class C Units, as applicable, so that following such sale, the GTCR Investor will hold that number of Class A Units and Class C Units set forth opposite such Investor’s name on Annex A to the Contribution Agreement on the table that corresponds to the “Funding Level” selected by the Contributors in the Election Notice (such Class A Units and Class C Units, the “Acquired Units”).

1.2           Purchase Price.  Subject to the terms and conditions of this Agreement, including Section 1.3, at the Closing, the GTCR Investor will deliver to the applicable Seller in cash, by wire transfer of immediately available funds to one or more bank accounts pursuant to wire instructions delivered to the GTCR Investor at least five (5) days prior to the Closing, the applicable portion of the amount set forth on Annex A that corresponds to the “Funding Level” selected by the Contributors in the Election Notice (the “Purchase Price”) to the applicable Seller or Sellers identified therein.

1.3           Adjustment.

(a)In the Election Notice, the Sellers may elect to provide their respective portions of $10,000,000 of Capital Contributions to the Company, as determined and to be contributed as set forth in Section 3.3(c) of the LLC Agreement.

(b)Following delivery of the Election Notice, the Sellers shall cause the Company to authorize a number of Class A Units, Class B Units and Class C Units equal to the total of each such class of Units set forth in the applicable table on Annex A to the Contribution Agreement that corresponds to the “Funding Level” selected by the Contributors in the Election Notice.

(c)In the event the Sellers elect to make the Capital Contribution described in Section 1.3(a), Units shall be issued and/or adjusted and capital contributed or returned as set forth in Section 3.3(c) of the LLC Agreement.

ARTICLE 2

CLOSING

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 555 11th St., NW, Washington, D.C. 20004, at 10:00 a.m., local time, on the date which is two (2) Business Days after the date on which all conditions set forth in Article 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing) or such other time and place as the Parties may mutually agree (the “Closing Date”).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF THE CONTRIBUTORS

Except as set forth in the Contributors’ Disclosure Letter, which is being delivered to the Investors concurrently herewith (the “Contributors’ Disclosure Letter”) (it being understood that any disclosure set forth in any schedule or section of the Contributors’ Disclosure Letter that corresponds to any section or subsection of the Agreement shall be deemed to qualify or provide

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exception to any other section or subsection of the Agreement so long as the relevance of such qualification or exception to such other section or subsection of the Agreement is reasonably apparent on the face of the disclosure), the Contributors, jointly and severally except as otherwise specifically set forth below, hereby represent and warrant to the Investors as follows:

3.1           Organization.  Each of the Contributors and the Company has been duly formed or incorporated and is validly existing as a corporation or a limited liability company, as applicable, in good standing under the Laws of the jurisdiction of its organization.  The copies of the Organizational Documents of the Contributors and the Company previously made available by the Contributors to the Investors are true, correct and complete.  Each of the Contributors and the Company has the requisite corporate or limited liability company, as applicable, power and authority to own or lease all of its properties and assets and to carry on its business with respect to the Stations as it is now being conducted and is duly licensed or qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which the ownership of its property or the character of its activities with respect to or in connection with the Stations require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.  No other jurisdiction has demanded, requested or otherwise indicated that any Contributor or the Company is required so to qualify on account of the ownership, leasing or operation of its assets and properties with respect to or in connection with the Stations, or the conduct of the business of any of the Stations, except where the failure to qualify would not have a Material Adverse Effect.

3.2           Authorization and Binding Obligation; Shareholder Consent.

(a)The Contributors have all requisite corporate or limited liability company, as applicable, power and authority to execute, deliver and perform this Agreement, and, subject to the approvals described in Section 3.3, each of the Contributors will have as of the Closing all requisite corporate or other organizational power and authority to execute, deliver and perform the Related Documents to which it is a party.  This Agreement has been duly and validly authorized, executed and delivered by the Contributors and constitutes, and each Related Document when executed and delivered by any Contributor or Contributors, as the case may be, shall be duly and validly authorized and shall constitute, a valid and legally binding obligation of the respective Contributor or Contributors, as the case may be (assuming that this Agreement and such Related Documents constitute valid and legally binding obligations of the Company and the Investors, as applicable, and each of their permitted assignees), enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing.

(b)The consent of the shareholders of ECC is not required in connection with the transactions contemplated by this Agreement or the Related Documents.

3.3           Absence of Conflicting Agreements; Consents

(a)Except with respect to (x) required filings or other actions under the HSR Act, if any, and the expiration of any applicable waiting or review periods thereunder and (y) the FCC

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Consents contemplated by Section 6.3, the execution and delivery by each Contributor of this Agreement, and by the Contributors and the Company of the Related Documents to which they are a party, and the consummation by the Contributors and the Company, as applicable, of the transactions contemplated hereby and thereby, do not: (i) violate, contravene or conflict with or result in a breach of, any Law to which the Contributors, the Company, the Stations or the Assets is subject; (ii) violate, contravene or conflict with, or result in a breach of, any provision of the Organizational Documents of the Contributors or the Company; (iii) violate, result in a breach of the terms, conditions or provisions of, constitute a default, an event of default or an event (with or without notice or lapse of time, or both) creating rights of first refusal, acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any material obligation of the Contributors or the Company under any Contracts; or (iv) result in the creation or imposition of any Lien, other than any Permitted Liens, upon any of the Assets.

(b)Assuming the truth and completeness of the representations and warranties of the Investors contained in this Agreement, no consent, approval or authorization of, or designation, declaration, notice or filing with, any Governmental Authority is required on the part of the Contributors with respect to the Contributors’ execution or delivery of this Agreement and the execution and delivery by the Contributors or the Company of any Related Documents to which they are party or the consummation of the transactions contemplated hereby and thereby, except for (i) applicable requirements of the HSR Act and (ii) the applicable requirements of the Communications Act and all FCC rules and policies.

3.4           Litigation

(a)There is no Action pending or, to the Knowledge of the Contributors, threatened, and to the Knowledge of each such Contributor there is no basis for any such Action, against the Contributors or the Company and affecting the Stations or the Assets (i) with an amount in controversy reasonably expected to exceed $50,000 or (ii) that seeks to enjoin the transactions contemplated by this Agreement or any Related Document.  Except as set forth in the Contributors’ Disclosure Letter, none of the Contributors or the Company is subject to any Order with respect to the Stations.

(b)There are no material Actions pending relating to the Stations or the Assets, in which any of the Contributors or the Company is the plaintiff or claimant.

3.5           FCC Licenses and Compliance; Permits.

(a)Section 3.5 of the Contributors’ Disclosure Letter contains a true and complete list of the FCC Licenses used or held for use in connection with the operation of the Stations as currently operated, as of the date hereof.  The Emmis License Holder is, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will be, the authorized legal holder of the FCC Licenses and the FCC Licenses are in full force and effect.  The FCC Licenses are not subject to any conditions other than those typical to radio broadcast licenses, or as set forth in the Contributors’ Disclosure Letter.  The Stations

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and the facilities of the Stations are being and have been operated during the Contributors’, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, during the Company’s, operation of the Stations in material compliance with the FCC Licenses, the Communications Act and all FCC rules and policies.  There is no fact, circumstance or condition regarding the Company or the Contributors that would reasonably be expected to result in a material violation of the provisions of the Communications Act or any FCC rules or policies with respect to the FCC Licenses, including those regarding multiple or cross ownership, character qualifications or restrictions on alien ownership.  The FCC Licenses are all of the FCC licenses, permits and authorizations required for the operation of the Stations as presently operated.  The most recent renewals of the FCC Licenses were granted in the ordinary course without conditions, other than those standard to such renewals.  To the Contributors’ Knowledge, there is no fact, circumstance or condition that could reasonably be expected to result in a refusal by the FCC to renew any FCC License for a full term without conditions (other than those standard to such renewals).  When assigned to the Company pursuant to the Contribution Agreement, the FCC Licenses and, with respect to the Specified Stations, call letters will be so assigned free and clear of all Liens.

(b)Except for proceedings affecting the radio broadcasting industry generally, (i) there are no applications, notices of violations, notice of apparent liabilities, forfeitures, pending license terminations, or, to the Knowledge of the Contributors, petitions, complaints, investigations, proceedings or Actions pending or threatened from or before the FCC relating to the Stations or the FCC Licenses and (ii) none of the Contributors or the Company has filed with the FCC any applications or petitions relating to the Stations or the FCC Licenses which are pending before the FCC.

(c)The Assets are in material compliance with all rules and regulations of the Federal Aviation Administration (the “FAA”) applicable to the Stations.  Each antenna structure used in connection with the operation of the Stations, including any auxiliary antennas or facilities, that is required to be registered with the FCC has been registered with the FCC.  Section 3.5 of the Contributors’ Disclosure Letter contains a list of the antenna registration numbers for each tower owned or leased by the Contributors with respect to the Stations that requires registration under the rules and regulations of the FCC and the name of the Contributor that owns or leases such antennae, as of the date hereof.  All reports and other filings required by the FCC with respect to the Stations have been properly and timely filed and were complete and accurate in all material respects, all other material reporting requirements of the FCC have been complied with and, where required, FAA “no hazard” determinations for each antenna structure have been obtained.

(d)To the Knowledge of the Contributors, the operation of the Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1 - 1992), issued by the American National Standards Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of Section 1.1301 et seq., of the FCC’s rules.

(e)The Contributors have, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will have, obtained all

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Permits required under applicable Laws to permit the applicable Contributor or the Company to own, operate, use and maintain the Assets and to conduct the business of the Stations in the manner conducted by the Contributors.  All Permits are valid and in full force and effect.

(f)(i) The Contributors have, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will have, fulfilled and performed their or its, as applicable, respective material obligations under each of the Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit, or which would adversely affect the rights of any of the Contributors or the Company under any such Permit; (ii) no written notice of cancellation, of default or of any dispute concerning any Permit, or of any event, condition or state of facts described in the preceding clause, has been received by any of the Contributors or the Company; and (iii)  each of the Permits will continue in full force and effect after the consummation of the transactions contemplated hereby, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the consent, approval, or act of, or the making of any filing with, any Governmental Authority.

(g)After giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will hold, all rights necessary to use the call letters associated with the Specified Stations.  The Emmis License Holder does not (i) employ any employees, (ii) conduct any business other than licensing the FCC licenses and call letters, (iii) own or hold any substantial assets (including the ownership of stock or any other interest in any Person) other than FCC Licenses and call letters, (iv) have any investments in any other Person or (v) have or owe any Liabilities to any Person that would result in any claim, Lien or any other encumbrance on the FCC Licenses or, with respect to the Specified Stations, associated call letters.

3.6           Real Property.

(a)List of Leases.  The real property lease agreements, including tower leases and antenna leases and licenses, set forth in Section 3.6(a) of the Contributors’ Disclosure Letter are the only real property leases to which the Emmis Asset Holder or any of its Affiliates is, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will be, a party and that relate to the business of the Stations (the “Real Estate Leases”).  The Emmis Asset Holder has furnished to the Investors true and complete copies of the Real Estate Leases, along with all modifications and amendments thereto.  There are no material oral agreements between the Emmis Asset Holder or the Company and any landlord or lessor under any of the Real Estate Leases.

(b)Leased Real Property.  With respect to the real property and improvements subject to the Real Estate Leases: (i) the Emmis Asset Holder or any of its Affiliates is, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will be, the owner and holder of the entire interest in the leasehold estate purported to be granted by the Real Estate Leases except as disclosed in the Contributors’ Disclosure Letter; (ii) the Real Estate Leases are in full force and effect and constitute legal,

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valid and binding obligations of the Emmis Asset Holder or any of its Affiliates, and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company, and, to the Knowledge of the Contributors, the respective landlords, enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity); and (iii) there are no material defaults currently existing and, to the Knowledge of the Contributors, no notices of material default have been given or received by the Emmis Asset Holder or the Company, and no events have occurred that, with the lapse of time, notice or otherwise, would constitute a material default under any of the Real Estate Leases.

(c)All improvements (including buildings and other structures) on the Leased Real Property conform to applicable Laws and the Leased Real Property are zoned for the Contributors’ or the Company’s use of the Leased Real Property and are suitable and adequate for continued use in the manner in which they are presently used.

(d)There are no pending, or to the Knowledge of the Contributors, threatened condemnation or eminent domain proceedings relating to or affecting any portion of the Leased Real Property or other matters materially and adversely affecting the current use or occupancy thereof.

(e)None of the Contributors or the Company owns any real property used in the business of the Stations.

3.7           Contracts.

(a)Section 3.7(a) of the Contributors’ Disclosure Letter contains a true and complete listing of all Contracts contained in the Assets and all Shared Contracts to the extent described in clauses (i) through (xiii) below, to which, as of the date of this Agreement, any Contributor or the Company is, or after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, the Company will be, a party with respect to the Stations (collectively, the “Material Contracts”). Notwithstanding the foregoing, any agreement with respect to Indebtedness of the Contributors of more than $10 million or with respect to which any Lender has a security interest in any of the Assets shall be a Material Contract for purposes of Section 3.7(b), including that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006, as amended, by and among Emmis, Emmis Communications Corporation, an Indiana corporation, and the lenders party thereto.  The Contributors have made available to the Investors a correct and complete copy of each Material Contract.

(i)Each Contract (other than purchase orders with suppliers or customers entered into in the Ordinary Course of Business of the Stations) with respect to any Station that any Contributor reasonably anticipates will involve aggregate payments or consideration furnished by or to the Contributors or the Company of more than $50,000 in one year or $100,000 in the aggregate;

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(ii)Each Contract for the acquisition of or disposition of any material assets used in the operation of the Stations (other than in the Ordinary Course of Business of the Stations), other than Contracts in which the applicable acquisition or disposition has been consummated and there are no ongoing material obligations or active indemnities given by the Contributors, or active transition services type agreements related thereto, that would adversely affect the operation of the Stations by the Company;

(iii)Each lease or rental agreement, license, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of or any leasehold or other interest in any personal property used in the operation of the Stations and that any Contributor reasonably anticipates will involve aggregate payments or consideration of more than $50,000 in one year or $100,000 in the aggregate;

(iv)Each joint venture Contract, partnership agreement or limited liability company agreement used in the operation of the Stations;

(v)Any Contract restricting or otherwise affecting in any respect the ability of the Contributors, the Company or the Stations to compete in any line of business, industry or geographical area in any jurisdiction, in each case that would affect the operation of the Stations;

(vi)Any Contract under which any Contributor or the Company is lessor of or permits any third party to hold or operate any material real property used in the operation of the Stations that cannot be terminated on not more than 60 days’ notice without payment of any material penalty by such Contributor or the Company, as applicable;

(vii)Any Contract relating to the use of Station Intellectual Property that is licensed to or used by the Contributors or the Company in connection with the operation of the Stations;

(viii)Any Contract disclosed in Section 3.11 of the Contributors’ Disclosure Letter;

(ix)Any material Contract between any Contributor or the Company on the one hand, and any employee, officer, director, stockholder or member, as applicable, of such Contributor or the Company, any of its Subsidiaries or Affiliates of such Persons, on the other hand (other than in their capacity as an employee, officer, director or stockholder) in connection with the operation of, or with respect to assets of or property used by, the Stations;

(x)Any Contract relating to joint sales, time brokerage, local management and similar agreements or arrangements used in the operation of the Stations;

(xi)Any collective bargaining agreement affecting any of the Stations;

(xii)Any “network-type” Contracts used in the operation of the Stations, including programming, sales or other special or ad hoc network agreements, arrangements or understandings; and

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(xiii)Any other individual Contract used in the operation of the operation of the Stations, not otherwise covered by clauses (i) through (xii), the loss of which would have a Material Adverse Effect.

(b)(i) No Contributor, nor the Company, is party to any such Material Contract, and, to the Knowledge of the Contributors, no other party thereto is in breach of or default under any Material Contract, (ii) as of the date of this Agreement, none of the Contributors or the Company has received any written claim or notice of breach of or default under any Material Contract and (iii) to the Knowledge of the Contributors, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Material Contract (in each case, with or without notice or lapse of time or both).  Each Material Contract is valid and binding on the relevant Contributor or the Company and, to the Knowledge of the Contributors, each other party thereto, and each Material Contract is in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

3.8           Compliance with Laws.  Each of the Contributors and the Company has complied in all material respects with, and is not in material violation of, any Laws or Orders with respect to the Stations or the ownership or operation thereof, or the ownership of the Assets.  None of the Contributors or the Company has received any notice asserting any noncompliance with any Law or Order relating to the Assets or in connection with the operation of the Stations.  There is no pending, threatened in writing, or, to the Knowledge of the Contributors, otherwise threatened investigation, audit, review or other examination by a Governmental Authority of any Contributor or the Company with respect to any of the Stations or the Assets, and none of the Contributors or the Company is subject to any Order, agreement, memorandum of understanding or other regulatory enforcement action or proceeding with or by the FCC or any other Governmental Authority with respect to the Stations.  No representation is made in this Section 3.8 with respect to the matters described in Sections 3.5, 3.9, 3.10 and 3.17.

3.9           Taxes.

(a)Each of the Contributors and the Company has timely filed, or caused to be timely filed, all income and other material Tax Returns that were required to be filed with respect to the Assets and the Stations.  All such Tax Returns are true, correct and complete in all material respects.  All Taxes with respect to the Assets and the Stations owed by each Contributor or the Company or for which such Contributor or the Company could be liable (whether or not shown on any Tax Return) have been timely paid.  There is no Lien on any of the Assets for Taxes (other than for current Taxes not yet due and payable).

(b)There is no ongoing or, to the Knowledge of the Contributors, threatened audit, investigation, dispute, notice of deficiency, claim or other Action for or relating to any Liability for Taxes of any Contributor or the Company that could create liability for the Stations, the Investors or the Company.  With respect to the Assets and the Stations, no written claim has ever been made to the Contributors or any of their Affiliates by a Governmental Authority in a jurisdiction where any Contributor or the Company or any of their Affiliates has not filed a Tax Return stating that such Contributor or the Company or any of their Affiliates is or may be

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subject to taxation by that jurisdiction for Taxes that would be covered by or the subject of such Tax Return, which claim has not been fully paid.

(c)No Asset (i) is property required to be treated as being owned by another Person pursuant to the provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect immediately prior to the enactment of the Tax Reform Act of 1986, (ii) constitutes “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code or (iii) is “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code.

3.10           Environmental Matters.  (a) Each of the Contributors and the Company are, with respect to the Leased Real Property, in compliance with, and have no liability under, applicable Laws pertaining or relating to human health, safety and the environment (“Environmental Laws”); (b) none of the Contributors or the Company has received any notice from any Person alleging, with respect to any Leased Real Property, that there has ever been a violation of, or liability pursuant to, any Environmental Laws, including with respect to the presence, use, disposal or release of any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any hazardous substance, as defined by 42 U.S.C. Section 9601(33), or any toxic substance, oil or other petroleum-based material or hazardous material, asbestos containing material or other hazardous chemical or hazardous substance regulated by or classified as such under any Environmental Laws (collectively, “Hazardous Substances”); and (c) no Hazardous Substances have been spilled, released, disposed of, used or stored at the Leased Real Property in material violation of Environmental Laws, or which in each case reasonably could be expected to result in a material liability under Environmental Laws.

3.11           Broker’s Fees.  None of the Contributors or the Company, nor any Person acting on the Contributors’ or the Company’s behalf, has agreed to pay a commission, finder’s fee or similar payment in connection with this Agreement or any matter related hereto to any person or entity, and no person or entity is entitled to any such payment from any of the Contributors or the Company in connection with the transactions contemplated by this Agreement.

3.12           Insurance.  Section 3.12 of the Contributors’ Disclosure Letter contains a list and summary description of all material policies of insurance as of the date hereof, including property, fire and casualty, product liability, workers’ compensation and directors and officers insurance held by, or for the benefit of, the Contributors with respect (in whole or part) to the Stations, which summary description includes policy type (e.g., whether such policy is occurrence-based), policy numbers, applicable deductible levels or self-insured retentions, policy periods and available limits of coverage.  To the Knowledge of the Contributors all of such insurance policies are in full force and effect and are valid and enforceable, and none of the Contributors is in default in any material respect with respect to its obligations under any of such insurance policies.  All material premiums due and payable under all such insurance policies have been duly paid or accrued on the financial statements of Emmis Communications Corporation.  Since the date that is two years prior to the date of this Agreement, none of the Contributors has received any written notice of cancellation or termination with respect to any such insurance policy related to the Stations, other than in connection with normal renewals of such policies.  No claim that involves an amount in excess of $50,000 with respect to the

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Stations has been reported to the applicable insurance provider that is pending as of the date of this Agreement under any such insurance policy.

3.13           Title to and Condition of Assets.

(a)The Contributors and the Company, together, own and possess valid and subsisting leasehold interests in all leasehold estates comprising the Leased Real Property; and good and marketable title to all other Assets, free and clear of all Liens, other than Permitted Liens.  All tangible Assets are in each such Contributor’s or the Company’s possession or under the control of such Contributor or the Company, as applicable.

(b)All material equipment used in the day-to-day operations of the Stations that is included in the Assets is in operating condition and repair sufficient to permit the operations of the Stations in compliance with the FCC Licenses and the applicable rules and regulations of the FCC and, to the Contributors’ Knowledge, in conformity with all Laws.

3.14           Financial Statements.  Set forth hereto in Section 3.14 of the Contributors’ Disclosure Letter are true, correct and complete copies of the unaudited balance sheet (the “Balance Sheet”) of each Station as of May 31, 2011 (the “Balance Sheet Date”) and the related statement of operations for the three month period then ended.  Such balance sheets and statements of operations (i) have been prepared from and are in accordance in all material respects with the books and records regularly maintained by the Contributors, and (ii) have been prepared in accordance with GAAP consistently applied and present fairly and accurately, in all material respects, the financial position and results of operations of each Station and the Business conducted at each Station as of their respective dates and for the respective periods covered thereby, with the exceptions that (A) statements of cash flows are not included, (B) federal income tax, expense or benefit are not shown,  (C) interest income and expense are not shown, (D) such statements do not contain the disclosures required by GAAP in notes accompanying financial statements, and (E) such other exceptions listed on Section 3.14 of the Contributors’ Disclosure Letter.

3.15           Absence of Certain Changes.

(a)Since February 28, 2011, there has been no Material Adverse Effect.

(b)Except as contemplated by the Local Marketing Agreement, since February 28, 2011, (i) through the date of this Agreement the Contributors have conducted the business of the Stations in the Ordinary Course of Business, and (ii) none of the Contributors or the Company has taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 5.1.

3.16           Absence of Undisclosed Liabilities.  The Company has no Liabilities other than the obligation to assume the Assumed Liabilities in accordance with, and other Liabilities incurred pursuant to, the Contribution Agreement and the other Related Documents.

3.17           Employment Matters.

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(a)Section 3.17(a) of the Contributors’ Disclosure Letter contains a correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, consulting, sales, severance, change in control, retention, termination or similar contract, agreement, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance, change in control, retention or termination benefits or post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or any other type of benefits that is sponsored, maintained, administered or contributed to by the Emmis Asset Holder or any of its ERISA Affiliates or the Company, or that is required to be sponsored, maintained, administered or contributed to by the Emmis Asset Holder or any of its ERISA Affiliates or the Company, and that covers any current or former employee of the Emmis Asset Holder or the Company employed in connection with the Stations (“Station Employee”), or with respect to which the Emmis Asset Holder or the Company has any Liability with respect to the Stations, but excluding Multiemployer Plans (as defined below), in each case as of the date hereof (collectively, the “Contributors Plans”).  With respect to each Contributors Plan, the Contributors have furnished to the Investors a true and complete copy (with amendments) or a complete and accurate description of such Contributors Plan.

(b)Section 3.17(b) of the Contributors’ Disclosure Letter sets forth a list of all currently effective collective bargaining agreements, memoranda of understanding or other labor agreements with any union or labor organization representing any Station Employee, in each case as of the date hereof.  There is not presently pending or existing and, since January 1, 2008, there has not been, and, to the Knowledge of the Emmis Asset Holder, there is not threatened, (i) any labor dispute, strike, slowdown, picketing or work stoppage, in each case with respect to any Station Employee, (ii) any effort to organize any Station Employees into a new or modified collective bargaining unit or (iii) any employee grievance or arbitration under any company policy, employment agreement or collective bargaining agreement, in each case with respect to any Station Employee.

(c)There does not exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability of the Company, any of its Affiliates or the Investors after giving effect to the transactions contemplated by the Contribution Agreement.  “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 or 4068(a) of ERISA, (iii) under Section 412(n) or 4971 of the Code and (iv) for violation of the continuation coverage requirements of Sections 601 et seq. of ERISA and Section 4980B of the Code or the group health requirements of Sections 701 et seq. of ERISA and Sections 9801 et seq. of the Code, in the case of each of the foregoing clauses (i) through (iv), with respect to the Emmis Asset Holder, any of its ERISA Affiliates or the Company.  None of  the Emmis Asset Holder, any of its ERISA Affiliates or the Company contributes to or is required to contribute to, or has in the past six years contributed to or been required to contribute to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan“).  With respect to each Multiemployer Plan, (A) there are no delinquent contributions owing by the Emmis Asset Holder or any of its ERISA Affiliates or the Company, (B) there is no withdrawal liability that has been incurred by the Emmis Asset Holder or any of its ERISA Affiliates or the

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Company and remains unpaid, (C) none of the Emmis Asset Holder, any of its ERISA Affiliates or the Company has received any notice from such Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA and (D) none of the Emmis Asset Holder, any of its ERISA Affiliates or the Company has received any written notice that such Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA.

(d)Except as would not reasonably be expected to result in any Liability to the Company, any of its Affiliates or the Investors from and after giving effect to the consummation of the transactions contemplated by the Contribution Agreement, (i) each of the Contributors Plans has been established, operated and administered in all material respects in compliance with its terms and applicable Law, including ERISA and the Code, and (ii) the Emmis Asset Holder and the Company have complied in all material respects with all applicable Laws relating to employment and employment practices.

(e)Set forth in Section 3.17(c)(e) of the Contributors’ Disclosure Letter is a true and complete list setting forth each current employee of the Emmis Asset Holder with respect to the Stations to whom LMA Newco will be entitled to offer employment pursuant to Section 10 of the Local Marketing Agreement (each, a “Current Station Employee”) as of the date hereof, together with the name of the Station(s) for which such Current Station Employee works, the location in which such Current Station Employee is employed and such Current Station Employee’s base salary or wage rate, hire date, job title, exempt/non-exempt status under the Fair Labor Standards Act, vacation entitlement formula and amount of service credited for purposes of each Contributors Plan for which service is relevant, and indicating each Current Station Employee who is on a leave of absence, the reason for or nature of such absence and the anticipated date of return to active employment.  Such list shall also indicate each Current Station Employee who is a member of a union (each, a “Represented Employee”), and shall indicate the applicable union.  The Emmis Asset Holder shall update such list every thirty (30) days following the date hereof and in any event ten (10) days prior to the Closing.

(f)Neither the execution and delivery of this Agreement or any Related Documents nor the consummation of the transactions contemplated hereby (alone or in conjunction with any other event, including any termination of employment on or following the Closing) will (i) result in any compensation or benefit becoming due to any Station Employee; (ii) result in the acceleration of the time of payment or vesting, or trigger any payment or funding, of any compensation or benefit for any Station Employee under any Contributors Plan; or (iii) increase any benefits otherwise payable to any Station Employee under any Contributors Plan.

3.18           Intellectual Property.

(a)The Contributors or the Company are the sole and exclusive owners of all right, title and interest in and to the Station Intellectual Property free and clear of any Liens.

(b)No Actions with respect to the Station Intellectual Property owned by, licensed to or used by the Contributors or the Company in connection with the operation of the Specified Stations have been asserted against the Contributors or the Company or are, to each such

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Contributor’s Knowledge, threatened by any Person (i) alleging that the business of the Specified Stations, or the actions of Contributors or the Company in connection with the operation of the Specified Stations, infringes, misappropriates or constitutes unauthorized use of (or has within the two (2) years prior to the date hereof, infringed, misappropriated or constituted unauthorized use of) any Intellectual Property of other Persons, (ii) against the use by any Contributor or the Company of any Station Intellectual Property used in the business of the Specified Stations as currently conducted or (iii) challenging the ownership by such Contributors or the Company, or the validity or effectiveness, of any of the Station Intellectual Property.  To each Contributor’s Knowledge, there is no unauthorized use, infringement or misappropriation of any Station Intellectual Property by any Person currently on-going or that has occurred since June 1, 2009.

(c)Each of the Contributors and the Company, with respect to the operations of the Stations, is in compliance with all applicable laws, rules, regulations and contractual obligations governing the collection, interception, processing, storage, receipt, purchase, sale, transfer and use (“Collection and Use”) of personal, consumer or customer information, including name, address, telephone number, electronic mail address, social security number, bank account number or credit card numbers (collectively, “Customer Information”).  Collection and Use of such Customer Information is in accordance in all material respects with such Contributor’s or the Company’s privacy policies (or applicable terms of use) as published on its respective websites or any other privacy policies (or applicable terms of use) presented to consumers or customers (actual or potential) and to which such Contributor or the Company is bound or otherwise subject and any contractual obligations of such Contributor or the Company to its customers and prospective customers regarding privacy.  Each Contributor and the Company, with respect to the operations of the Stations, has taken reasonable steps to protect the confidentiality, integrity and security of its software, databases, systems, networks and Internet sites and all information stored or contained therein or transmitted thereby from unauthorized or improper Collection and Use including by means of appropriate backup, security and disaster recovery technology, and to such Contributor’s Knowledge no Person has gained unauthorized access to any of such Contributor’s or the Company’s software, data, systems or networks relating to the Stations.  The execution or delivery of this Agreement or any other agreement or document contemplated by this Agreement, or the performance of such Contributor’s obligations hereunder or thereunder, will not violate any applicable Law or any of such Contributor’s privacy policies (or applicable terms of use) or any other contractual obligation of such Contributor or the Company governing the Collection and Use of Customer Information.

(d)None of the Contributors or the Company, with respect to the Specified Stations, has knowingly infringed, misappropriated or otherwise used in an unauthorized manner, and is not currently knowingly infringing, misappropriating or otherwise using in an unauthorized manner, any Intellectual Property of other Persons in connection with the operation of the Specified Stations.  The Contributors and the Company are and within the past two (2) years have been properly licensed to play all music and other audio content on the Stations for which a license is required.

(e)Notwithstanding anything contained herein, Contributors make no representations or warranties that the Station Intellectual Property is available for, or that they have policed or cleared the Station Intellectual Property for, any use outside of or beyond the local markets where such Intellectual Property is used as of the date hereof.

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3.19           Reports.  Emmis has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act on or after February 29, 2008 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date through the date hereof, including any amendments thereto, the “Emmis Reports”).

3.20           Solvency.  None of the Contributors are entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors.  After giving effect to the consummation of the transactions contemplated by this Agreement and the Related Documents, at and immediately after the Closing, each of the Contributors (a) will be solvent; (b) will have adequate capital and liquidity with which to engage in its business; and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

3.21           Emmis’s Post-Closing Assets and Continuing Operations.  Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Emmis and its subsidiaries on a consolidated basis will retain business activity of at least twenty-five percent (25%) of Emmis’s total assets as of February 28, 2011, and twenty-five percent (25%) of either income from continuing operations before taxes or revenues from continuing operations for the fiscal year ended February 28, 2011.

3.22           Related Party Transactions.  None of the Contributors nor any Affiliate of the Contributors is a party to any material Contract that is primarily related to the business or operation of the Stations and that is not contained in the Assets, other than Shared Contracts.

3.23           Units and Related Matters.  Immediately prior to the Closing, the number of issued and outstanding Class A Units, Class B Units, Class C Units and Class D Units shall be consistent with the capital structure set forth in Annex A, except that if the Sellers have delivered a Funding Notice or an Election Notice, the number of such issued and outstanding Units shall be consistent with the capital structure set forth in the applicable option onAnnex B selected by the Sellers in the Funding Notice or Election Notice.  As of the Closing Date, the Company shall not have outstanding any securities convertible or exchangeable for any Units of the Company or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its Units or any securities convertible into or exchangeable for its Units or any equity appreciation rights or phantom equity plans other than pursuant to and as contemplated by this Agreement, the Contribution Agreement and the Company’s Organizational Documents.  As of the Closing Date, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Units or any warrants, options or other rights to acquire its Units, except obligations, if any, pursuant to this Agreement, the Contribution Agreement and the Company’s Organizational Documents.  Immediately prior to the Closing, (i) the Company will own the Assets and will have no other assets, and (ii) the Company will have the Assumed Liabilities and no other Liabilities or obligations (except as may arise under its Organizational Documents, this Agreement or any Related Documents).  As of the Closing, all of the Company’s outstanding Units shall be validly issued and fully paid.  As of the Closing, but before giving effect to the Closing, the Contributors shall be the record and beneficial owners of all outstanding Units of the Company, free and clear

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of any and all Liens.  As of the Closing Date, assuming the satisfaction of all of the Conditions to the Contributors’ obligations set forth in Section 7.2, the transactions contemplated by the Contribution Agreement shall have been consummated in accordance with the terms thereof.

3.24           Company Treated as Partnership.  At all times since its formation, the Company has been properly treated as a partnership, or an entity disregarded as separate from its owner, for federal and applicable state and local income and franchise Tax purposes.  Neither the Company nor any other person on behalf of or with respect to the Company has made or filed an election under Treasury Regulations Section 301.7701-3 for the Company to be treated as an association taxable as a corporation.

3.25           Contributors’ FCC Qualifications.  As of the date hereof, the Contributors are not aware of any fact that would, under present Law (including published policies of the FCC), disqualify the Company from being the assignee of the Stations upon consummation of the transactions contemplated by the Contribution Agreement or that would delay FCC Consents.  To the Knowledge of the Contributors, no waiver of or exemption from any FCC rule or policy is necessary for the FCC Consents to be obtained.

3.26           Company’s Conduct of Business; Liabilities.  Other than the negotiation, execution, delivery and performance of the Contribution Agreement, the Related Documents and the other agreements contemplated thereby, prior to the Closing, the Company has not (a) conducted any business, (b) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (c) owned any assets, (d) entered into any contracts or agreements or (e) violated any laws or governmental rules or regulations.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Except as set forth in the Investors’ Disclosure Letter, which is being delivered to the Contributors concurrently herewith (the “Investors’ Disclosure Letter”) (it being understood that any disclosure set forth in any schedule or section of the Investors’ Disclosure Letter that corresponds to any section or subsection of the Agreement shall be deemed to qualify or provide exception to any other section or subsection of the Agreement so long as the relevance of such qualification or exception to such other section or subsection of the Agreement is reasonably apparent on the face of the disclosure), each Investor, severally and not jointly among the Investors, hereby represents and warrants to the Contributors as follows:

4.1           Organizational and Standing.  Such Investor that is not an individual is duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as it is presently being conducted, to own and lease its properties and assets. Each Investor is duly licensed or qualified and such Investor that is not an individual is in good standing as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the ownership of its property or the character of its activities with respect to or in connection with the Stations requires it to be so licensed or qualified, except where the failure to be so licensed or

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qualified would not have a Material Adverse Effect.

4.2           Authorization and Binding Obligation.  The execution, delivery and performance of this Agreement and the Related Documents and all other agreements contemplated hereby or thereby to which such Investor is a party, have been duly authorized by such Investor.  This Agreement, the Related Documents and each other agreements contemplated hereby or thereby each constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms.  The execution and delivery by such Investor of this Agreement, the Related Documents and all other agreements contemplated hereby or thereby to which such Investor is a party and the fulfillment of and compliance with the respective terms hereof and thereof by such Investor do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c)  give any third party the right to modify, terminate or accelerate any obligation under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, such Investor’s Organizational Documents, or any law, statute, rule or regulation to which such Investor is subject, or any agreement, instrument, order, judgment or decree to which such Investor is a party or by which it is bound.

4.3           Absence of Conflicting Agreements or Required Consents.

(a)Except with respect to (x) required filings or other actions under the HSR Act, if any, and the expiration of any applicable waiting or review periods thereunder and (y) the FCC Consents contemplated by Section 6.3, the execution and delivery by each Investor of this Agreement, and by the Investors of the Related Documents to which they are a party, and the consummation by the Investors of the transactions contemplated hereby and thereby, do not: (i) violate, contravene or conflict with or result in a breach of, any Law to which the Investors are subject; (ii) violate, contravene or conflict with, or result in a breach of, any provision of the Organizational Documents of the Investors; or (iii) violate, result in a breach of the terms, conditions or provisions of, constitute a default, an event of default or an event (with or without notice or lapse of time, or both) creating rights of first refusal, acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon any material obligation of the Investors.

(b)Assuming the truth and completeness of the representations and warranties of the Contributors contained in this Agreement, no consent, approval or authorization of, or designation, declaration, notice or filing with, any Governmental Authority is required on the part of the Investors with respect to the Investors’ execution or delivery of this Agreement and the execution and delivery by the Investors of any Related Documents to which they are party or the consummation of the transactions contemplated hereby and thereby, except for (i) applicable requirements of the HSR Act, if any or (ii) the applicable requirements of the Communications Act and all FCC rules and policies.

4.4           Financial Ability.  The Investors will have, as of the date hereof, on hand (or access through committed credit facilities or direct or indirect capital commitments to) adequate funds to pay the Purchase Price.

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4.5           Securities Representations.  Each Investor represents as follows in connection with its purchase of Units:

(a)Each Investor is acquiring the Units purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such Units for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws.

(b)Each Investor is an “Accredited Investor” as such term is defined in Regulation D promulgated under the Securities Act and is a sophisticated investor for purposes of applicable Law.

(c)Each Investor’s Units were not offered to such Investor by any means of general solicitation or general advertising.

(d)Each Investor believes that it has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Company.

(e)Each Investor is able to bear the economic risks of an investment in the Units and could afford a complete loss of such investment.

4.6           Litigation. There is no Action pending or, to the knowledge of either Investor, threatened, and to the knowledge of each such Investor there is no basis for any such Action, against the Investor or with respect to LMA Newco or the Stations that would reasonably be expected to, individually or in the aggregate, adversely affect the ability of such Investor to enter into and perform its obligations under this Agreement or any Related Document.

4.7           Broker’s Fees.  None of the Investors, nor any Person acting on the Investors’ behalf, has agreed to pay a commission, finder’s fee or similar payment in connection with this Agreement or any matter related hereto to any person or entity, and no person or entity is entitled to any such payment from any of the Investors in connection with the transactions contemplated by this Agreement.

4.8           Qualifications as FCC Licensee.  Each Investor is not aware, as of the date hereof, of any fact that would, under present Law (including published policies of the FCC), disqualify the Company (upon consummation of the transactions contemplated by this Agreement) from being the assignee of, or would disqualify the Investors from owning or operating, the Stations or that would delay the FCC Consents.  To the knowledge of the Investors, no waiver of or exemption from any FCC rule or policy is necessary for the FCC Consents to be obtained.  None of the Investors has an attributable ownership interest under FCC rules in any media property in the geographic areas in which the Stations operate.

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ARTICLE 5

COVENANTS OF THE CONTRIBUTORS

5.1           Conduct of Business.

(a)From the date of this Agreement through the earlier of (i) the Closing or (ii) the date this Agreement is terminated in accordance with Article 9, each of the Contributors shall, and shall cause the Company to, except as contemplated by this Agreement, the Local Marketing Agreement, the Contribution Agreement or as consented to by the GTCR Investor in writing in advance (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (A) operate and maintain the tangible Assets in operating condition and repair sufficient to permit the operation of the Stations in compliance with the FCC Licenses and the applicable rules and regulations of the FCC, (B) operate and maintain the Stations and all operations in compliance in all material respects with the FCC Licenses and all applicable Laws, including the Communications Act, and the rules and regulations of the FCC, (C) use its commercially reasonable efforts to maintain and preserve intact, with respect to the Stations, its business organization and advantageous business relationships, including preserving the goodwill of the suppliers, contractors, licensors, employees, customers and others having business relations with the Contributors or the Company in respect of the Stations, and retain the services of the Current Station Employees and (D) maintain in full force and effect the FCC Licenses relating to the Stations and the Assets and, except as set forth elsewhere in this Agreement, take any action reasonably necessary before the FCC, including the preparation and prosecution of applications for renewal of the FCC Licenses, if necessary, to preserve such licenses in full force and effect without adverse change.  For the avoidance of doubt, nothing in this Section 5.1(a) is intended to require the Contributors to achieve any particular financial results at any of the Stations from the date hereof through the Closing Date, and the parties acknowledge that a reduction in sales may be expected following the public announcement of the transactions contemplated by this Agreement.  Efforts by the Contributors to protect and preserve the business of the Stations, though outside the ordinary course (for example, temporary increases in sales commission rates and/or commercial inventory or “stay-pay” bonus arrangements), will not be deemed to be breaches of Section 5.1(a), but the Contributors shall not make extraordinary reductions in advertising rates, changes in collections policies or practices or other similar practices during the period.  Without limiting the generality of the foregoing, except as set forth in the Contributors’ Disclosure Letter or as consented to by the GTCR Investor in writing in advance (which consent shall not be unreasonably conditioned, withheld, delayed or denied), during the period described above none of the Contributors shall, and the Contributors shall not cause or permit the Company to, except as otherwise expressly contemplated by this Agreement, the Local Marketing Agreement or the Contribution Agreement:

(i)make any amendment or change in the Company’s Organizational Documents or effect any merger, consolidation, reorganization or recapitalization of the Company;

(ii)enter into any Contract that would be an Assumed Contract or Shared Contract if in effect on the date of this Agreement, except, with respect to any such Contract that would be a Shared Contract,  in the Ordinary Course of Business of Emmis;

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(iii)modify or terminate any Assumed Contract or Shared Contract in a manner that would be materially adverse to the Company, except, with respect to any Shared Contract, in the Ordinary Course of Business of Emmis;

(iv)reduce, forego, discount or waive any material payment or right under any Assumed Contract or Shared Contract, except, with respect to any Shared Contract, in the Ordinary Course of Business of Emmis;

(v)do any act or omit to do any act, or permit any act or omission to act, which is intended to cause a material breach of any Assumed Contract or Shared Contract;

(vi)sell, assign, transfer, pledge, convey, lease, create a Lien (other than a Permitted Lien) upon or otherwise dispose of any of the Assets, in each case except in the Ordinary Course of Business of the Stations and disposals of obsolete equipment;

(vii)settle or compromise any Action, (A) relating to this Agreement or the Related Documents or the transactions contemplated hereby or thereby or (B) that otherwise would adversely affect the operation of the Stations and is not in the Ordinary Course of Business of the Stations or relates to employee-related Actions;

(viii)modify or amend, or seek to modify or amend, any of the FCC Licenses except as necessary for the Contributors to be in compliance with the Communications Act, provided that (A) the GTCR Investor shall not unreasonably withhold, condition or delay their consent unless the modification is adverse to the interests of the Company or the Stations and (B) such Contributor shall have the right to file and pursue any and all FCC License renewals that such Contributor deems necessary or advisable;

(ix)change any accounting methods, practices, principles or policies with respect to the Assets or the Stations, other than as required by applicable Law or GAAP;

(x)adopt or change any accounting method with respect to Taxes, make or change any Tax election, settle or compromise any Tax liability, amend any material Tax Return or enter into any material agreement with respect to Taxes, including any agreement to extend the statute of limitations with respect to material Taxes, in each case to the extent such action adversely affects the Company, the Investors, the Assets or the Stations;

(xi)revalue any of its respective assets, including writing off notes or accounts receivable or revaluing inventory with respect to the Stations or the Assets, except as required by GAAP; or

(xii)enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 5.1.

(b)Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (i) nothing contained in this Agreement shall give the Investors, directly or indirectly, the right to control or direct the Contributors’ operations

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of the Stations and related businesses prior to the Closing and (ii) prior to the Closing, the Contributors shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the Stations and their operations.

5.2           Inspection.  The Contributors shall, and shall cause the Company to, afford to the Investors and their respective accountants, counsel and other representatives reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the Stations, to all of their respective offices, properties, books, contracts, commitments, Tax Returns, records and appropriate officers and employees of the Contributors with respect to the Stations and the Assets, and shall furnish such representatives with all financial and operating data and other information concerning the affairs of the Stations as the Investors or such representatives may reasonably request, including all such information as shall be necessary to enable the Investors to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants contained in this Agreement have been complied with and to determine whether the conditions set forth in Article 7 have been satisfied.  No investigation made by the Investors or their representatives hereunder shall affect the representations and warranties of the Contributors hereunder.

5.3           No Solicitation.  Unless and until this Agreement shall have been terminated in accordance with its terms, the Contributors shall not, directly, indirectly or through their respective officers, shareholders, directors, employees, Affiliates, and their respective financial advisors, consultants, attorneys and other agents and representatives, engage in negotiations or discussions with, or furnish any confidential information or data to or access to the books, records, assets, business, offices, properties or personnel of the Contributors with respect to the Stations, or solicit, encourage, or respond to any proposals or inquiries from, or enter into any agreements with any third Person (or authorize or consent to any of the foregoing actions) relating to (a) any sale or other disposition of any of the Assets, except as expressly permitted by this Agreement or (b) any merger, consolidation, share exchange, business combination or similar transaction involving the Contributors and relating in any way to the Stations, in each case except as expressly permitted or contemplated by this Agreement or the Related Documents.  The Contributors shall, and shall cause their Affiliates to, immediately terminate and cause to be terminated any and all existing discussions or negotiations with any Persons (other than the Company and the Investors) conducted heretofore with respect to any of the actions described in the first sentence of this Section 5.3, and shall promptly request the return or destruction of any confidential information provided to any Person (other than the Company and the Investors) in connection with any such discussions or negotiations.

5.4           Notifications.  During the period prior to the Closing Date, the Contributors shall notify the Investors of (a) any Material Adverse Effect, (b) any Action that is threatened in writing, brought, asserted or commenced against the Contributors which would have been listed in Section 3.4 of th Contributors’ Disclosure Letter if such Action had arisen prior to the date hereof, (c) any notice or other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement or the Related Documents, and (d) any material default under any Contract or agreement listed in Section  3.17(b) of the Contributors’ Disclosure Letter or event which, with notice or lapse of time or both, would become such a default on or prior to the

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Closing Date, in the case of each of clauses (a) through (d) of which any Contributor has Knowledge.

5.5           Cooperation with Lien Release.  During the period prior to the Closing Date, the Contributors and their respective officers, managers, employees, auditors and agents shall and shall cause the Company and its officers, managers, employees, auditors and agents to use reasonable best efforts to (a) obtain the termination and release in full of all (i) Liens affecting the Assets and the Acquired Units effective as of the Closing Date in connection with the consummation of the transactions contemplated hereby and (ii) guaranty obligations of the Company under that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of November 2, 2006, as amended, by and among Emmis, Emmis Communications Corporation and the financial institutions identified therein from time to time as lenders (the “Credit Agreement”) and any Security Documents (as defined in the Credit Agreement) to which the Company is a party during such period prior to the Closing Date and (b) cooperate with the Investors and make available to the Investors such information as the Investors may reasonably request in order for Liens to be placed on the Assets in connection with the consummation of the transactions contemplated hereby.

5.6           Transfer of Social Media Accounts.  The Contributors shall cause the Contributors’ employees or agents who are the account holders for Social Media Accounts related to, or used in connection with, the Stations to convey title to such accounts to individuals designated by LMA Newco at (or after if not completed on or prior to) the LMA Effective Date.

5.7           Leased Real Property.  The Contributors shall use commercially reasonable efforts to cause the assignments referenced in Section 7.3(e)(vii), (viii), (ix), (xi) and the sublease referenced in Section 7.3(e)(x) to be delivered and/or consummated, as applicable, as promptly as practicable.

5.8           Hudson Lease Roof Access.  The Contributors shall use commercially reasonable efforts as promptly as practicable following the date hereof to secure from the New York City District Council of Carpenters Pension Fund on behalf and at the expense of the Company access rights reasonably acceptable to the Investors to the roof of the building containing the premises being leased pursuant to the Hudson Lease for the purpose of installing and maintaining a satellite dish thereon.

5.9           Further Assurances.  In the event that at any time prior to or after the Closing Date any further action is reasonably necessary to carry out the purposes of this Agreement, each of the Contributors and Investors shall, and shall direct their Affiliates to take, such further action (including the execution and delivery of such further instruments and documents) as either of the Investors or the Contributors may reasonably request.

5.10           Contribution Agreement.  From the date hereof through the Closing Date, each of the Contributors shall, and shall cause the Company to, perform all of its obligations pursuant to, and cause to be consummated, the Contribution Agreement in accordance with the terms thereof without any amendments or waivers thereunder.

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ARTICLE 6

JOINT COVENANTS

6.1           Support of Transaction.

(a)Without limiting any covenant contained in Section 5.1, each Contributor and Investor shall, and shall cause their respective Subsidiaries (including the Company) to: (i) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents or otherwise address any change-of-control requirements in connection with the transactions contemplated hereby; (ii) use commercially reasonable efforts to obtain, in form and substance reasonably acceptable to the other Parties, all material consents and approvals of third parties that any of the Contributors or the Investors, or their respective Affiliates are required to obtain in order to consummate the transactions contemplated by this Agreement and the Related Documents; and (iii) take such other action and do or cause to be done, as soon as reasonably practicable, all things necessary, proper or advisable (subject to any Laws) to consummate the Closing and the other transactions contemplated by this Agreement, including the negotiation, execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement or the Related Agreements, including such actions as may reasonably be necessary or as another Party may reasonably request to satisfy the conditions of Article 7 or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable.

(b)Upon obtaining knowledge thereof, each Party shall promptly notify the other Parties of (i) any event or matter that would reasonably be expected to cause any of its representations or warranties to be untrue in any material respect, or (ii) any Action that shall be instituted or threatened against such Party or its Affiliates to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.

(c)Each Party shall use commercially reasonable efforts to prevent the entry of any Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby and each Party shall defend, at its sole cost and expense, any Action, whether judicial or administrative, in connection with the transactions contemplated by this Agreement.

6.2           Related Documents.  On the Closing Date, each of the Contributors shall (or shall cause one or more of their Affiliates to) and each of the Investors shall (or shall cause one or more of their Affiliates to) execute and deliver each of the Related Documents to which such Contributor, such Investor or such Affiliate is to be a party as contemplated by this Agreement.

6.3           FCC Application.

(a)The transfer of control of the FCC Licenses as contemplated by this Agreement is subject to the prior consent and approval of the FCC.  Prior to the Closing, the Investors shall not directly or indirectly control, supervise, direct or attempt to control, supervise or direct, the

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operation of the Stations, and such operation shall be the sole responsibility of the Emmis Asset Holder, or the Company, as the case may be, as the operator of the Stations until the Closing.

(b)As soon as practical, and in any event within five (5) Business Days following the date of the execution of this Agreement, the Company, the Investors and the Contributors shall prepare and jointly file the FCC Applications and the Parties shall use reasonable best efforts to cause the FCC to accept the FCC Applications for filing as soon as practicable after such filing; provided that none of the Contributors or the Investors shall have any obligation to satisfy any complainant or the FCC by taking any steps which would reasonably be expected to adversely affect the Investors, the Contributors or the Company or the intended benefits of the transactions contemplated hereby.  The Investors and the Contributors shall thereafter prosecute the FCC Applications in good faith and with all reasonable diligence and otherwise use their reasonable best efforts to obtain the grant of the FCC Consents as expeditiously as practicable, including acceding to reasonable requests from the FCC in connection with its processing of the FCC applications.  No Party will take any action that it knows, or reasonably believes, would disqualify the FCC Applications.

(c)The Contributors and the GTCR Investor shall each bear one-half of the cost of the FCC filing fees for the FCC Applications.

6.4           HSR Act Filings.  As of the date of this Agreement, Emmis and the GTCR Investor (and, to the extent required, their respective Affiliates) have made an appropriate filing of all pre-merger notification and report forms pursuant to the HSR Act.  Each of Emmis and the GTCR  Investor shall (and to the extent required shall cause their respective Affiliates to) exercise its reasonable best efforts to obtain termination or expiration of the waiting period imposed by the HSR Act.  Emmis and the GTCR Investor shall (and to the extent required shall cause their respective Affiliates (including the Company) to) use their respective reasonable best efforts to respond as promptly as reasonably practicable to any inquiries received from the Antitrust Authorities for additional information or documentation and Emmis and the GTCR Investor shall (and to the extent required shall cause their respective Affiliates to) use their respective reasonable best efforts to respond as promptly as reasonably practicable to all inquiries and requests received from any Governmental Authority in connection with antitrust matters; provided, however, that nothing contained in this Agreement will be deemed to preclude either of Emmis or the Investors from negotiating reasonably and in good faith with any Governmental Authority regarding the scope and content of any such requested information or documentation, provided that such negotiations are conducted promptly and diligently.  Each Party will keep the other Parties promptly apprised of any communications with, and inquiries or requests for information from, any such Governmental Authority, including promptly providing to the other Party, to the extent permitted under applicable Law, copies of any such written communications, and will take reasonable steps to consult with the other Party in advance of any meeting or conference with any such Governmental Authority (and to the extent permitted by the applicable Governmental Authority, give the other Party the opportunity to attend and participate in any such meeting or conference).  Notwithstanding anything to the contrary in this Section 6.4 or elsewhere in this Agreement, no Party is or will be required to agree to divest or license any material assets or agree to any material limitations or restrictions on the conduct of its business as a condition of resolving any such objections.  The Contributors and the GTCR Investor shall each be responsible for fifty percent (50%) of the HSR filing fee.

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6.5           Tax Matters.

(a)The Contributors shall cause, or shall cooperate to cause, the Company to have in effect an election under Section 754 of the Code with respect to the taxable period in which the Closing occurs.

(b)The Contributors, on the one hand, and the Investors, on the other hand, shall use commercially reasonable efforts to provide each other with such cooperation and information as any of them reasonably may request of the other in respect of any Tax matter (including the filing of tax returns and audits and other proceedings) relating to the Company.

(c)All Transfer Taxes shall be borne fifty percent (50%) by the Contributors and fifty percent (50%) by the Investors.  The Party required by applicable Law to file Tax Returns required in connection with Transfer Taxes shall file such Tax Returns and, subject to receipt of payment from the other Party of the amount of all Transfer Taxes for which such other Party is liable pursuant to this Section 6.5, shall pay the amount of Transfer Taxes due with such Tax Returns.  Each Party shall use its commercially reasonable efforts to minimize the amount of such Transfer Taxes and to cooperate in the preparation, execution and filing of all Tax Returns and other documents required in connection with such Transfer Taxes.

6.6           Senior Secured Note.  On the Closing Date, the GTCR Investor shall deliver, or cause to be delivered, to a bank account identified or as otherwise directed by the Company, an amount in immediately available funds equal to $60,000,000, and the Contributors shall cause the Company to deliver the Senior Secured Note to the Investors.  Upon its receipt of such funds on the Closing Date, the Contributors shall cause the Company to distribute such funds to redeem 60,000,000 Class B Units of the Company held by the Contributors.  The parties acknowledge and agree that for US federal and applicable state income taxes such distribution of cash shall be treated pursuant to Treasury Regulation Section 1.707-3, as a sale by the Contributors to the Company of an undivided interest in each of the assets transferred by the Contributors to the Company pursuant to the Contribution Agreement.

6.7           LMA Newco.

(a)           Prior to the Closing Date, the Investors shall make capital contributions to LMA Newco in an amount not less than Ten Million Dollars ($10,000,000) and the Investors shall cause LMA Newco to issue equity interests to the Investors with respect thereto (the “LMA Newco Interests”).

(b)           Except as set forth on Section 6.7 of the Investors’ Disclosure Letter, the Investors represent and warrant that, as of the date hereof, LMA Newco has conducted no operations and has no assets.  From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement, except as set forth on Section 6.7 of the Investors’ Disclosure Letter, the Investors shall cause LMA Newco (x) not to enter into any Affiliate transactions (other than capital contributions by the Investors to LMA Newco) and (y) to have no operations and incur no liabilities other than operations and liabilities (i) in connection with the execution, delivery and performance of the Local Management Agreement, (ii) with respect to employees hired on or after the date hereof, and (iii) any other operations related or incidental to

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any of the foregoing.  From the date hereof through the earlier of the Closing Date and the date of termination of this Agreement, the Investors shall not cause or permit LMA Newco to make any dividend or distribution on any LMA Newco Interests or any other equity interests issued by LMA Newco.

(c)           Not less than five (5) Business Days before the Closing Date, the Investors will deliver a written notice to the Contributors setting forth the aggregate amount of capital contributions such Investors shall have made to LMA Newco prior to the Closing Date.  In the event that such amount is less than $20,000,000, the Investors shall make capital contributions to the Company at the Closing in accordance with and subject to the provisions of Section 3.3(c) of the Company LLC Agreement.

(d)           Concurrently with the Closing, the Investors shall contribute to the Company, and the Contributors shall cause the Company to accept, the LMA Newco Interests.

6.8           Book Value.  The Parties acknowledge and agree that the Company will be required to obtain a valuation by a third party valuator of the Assets for purposes of compliance with GAAP.  Promptly after the completion of such valuation, the Parties shall cooperate in good faith to prepare and agree upon the schedule described in the definition of “Book Value” set forth in the Company LLC Agreement and such schedule will be reasonably consistent with such valuation.

ARTICLE 7

CONDITIONS TO OBLIGATIONS

7.1             Conditions to Obligations of the Contributors and the Investors.  The obligations of the Contributors and the Investors to consummate, or cause to be consummated, the transactions contemplated by this Agreement and the Related Documents are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

(a)All necessary Permits and consents of or filings with any Governmental Authority (other than Permits, consents or filings with respect to the HSR Act and the FCC Consents) necessary to consummate the transactions contemplated hereby shall have been obtained or made.

(b)There shall not be in force any Governmental Order or Law enjoining or prohibiting the consummation of the transactions contemplated by this Agreement or the Related Agreements.

(c)The FCC Consents relating to the Stations shall have been granted without any condition reasonably expected to adversely affect the Investors, the Contributors or the Company or the intended benefits of the transactions contemplated hereby (other than any condition to the effect that the FCC Consents are granted subject to the outcome of any application for review or appeal (including any subsequent appeal) of the WKQX license renewal which is pending as of the date of this Agreement).

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(d)All waiting periods under the HSR Act applicable to the transactions contemplated by this Agreement, if any, shall have expired or been terminated or such approvals shall have been obtained, such that there shall have been obtained any Governmental Approvals (other than the FCC Consents) required prior to the consummation of the transactions contemplated hereby.

7.2             Conditions to Obligations of the Contributors.  The obligation of the Contributors to consummate, or cause to be consummated, the transactions contemplated by this Agreement and the Related Documents is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Contributors:

(a)(i) Each of the representations and warranties of the Investors contained or referred to in Sections 4.1 (Organization and Standing), 4.2 (Authorization and Binding Obligation) and 4.3 (Absence of Conflicting Agreements; Consents) shall be true and correct in all respects as of the Closing Date as if made anew at and as of that date and (ii) all of the remaining representations and warranties of the Investors contained or referred to herein shall be true and correct in all material respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) as of the Closing Date as if made anew at and as of that date (except for such failures to be true and correct that have not had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Investors or their ability to consummate the transactions contemplated by this Agreement).

(b)Each of the covenants of the Investors in this Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)The GTCR Investor shall have caused to be delivered, by wire transfer to an account identified by the Contributors, an amount in immediately available funds equal to $60,000,000.

(d)Each of the Investors shall have delivered to the Contributors a certificate signed by an authorized representative of each such Investor, dated the Closing Date, certifying that, to the knowledge and belief of such authorized representative, the conditions specified in Section 7.2(a) and Section 7.2(b) have been fulfilled.

(e)The Investors shall have delivered to the Contributors:

(i)duly executed counterparts of the Company LLC Agreement, signed by each of the Investors, and

(ii)duly executed counterparts of the Registration Agreement, signed by each of the Investors.

7.3             Conditions to Obligations of the Investors.  The obligations of the Investors to consummate, or cause to be consummated, the transactions contemplated by this Agreement and the Related Documents are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Investors:

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(a)Subject to Section 8.9, (i) each of the representations and warranties of the Contributors contained or referred to in Sections 3.1 (Organization), 3.2 (Authorization and Binding Obligation; Shareholder Consent), 3.3 (Absence of Conflicting Agreements; Consents), 3.20 (Solvency), 3.21 (Emmis’ Post-Closing Assets and Continuing Obligations), 3.23 (Units and Related Matters), 3.24 (Company Treated as a Partnership) and 3.26 (Company’s Conduct of Business; Liabilities) shall be true and correct in all respects as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date, and (ii) all of the remaining representations and warranties of the Contributors contained or referred to herein shall be true and correct in all respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak to an earlier date, which representations and warranties shall be true and correct in all material respects (disregarding any materiality or material adverse effect qualifications contained in any such representation or warranty) at and as of such date, except for such failures to be true and correct that have not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)Subject to Section 8.9, each of the covenants of the Contributors or the Company in this Agreement or the Contribution Agreement to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)The Contributors shall have caused the Company to execute and deliver the Senior Secured Note to the GTCR Investor.

(d)Each Contributor shall have delivered to the Investors a certificate signed by an executive officer of such Contributor, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled.

(e)The Contributors shall have delivered, or caused to be delivered, to the Investors, duly executed by the applicable Contributors and/or the Company, as applicable:

(i)a duly executed counterpart of the Company LLC Agreement;

(ii)a duly executed counterpart of the Registration Agreement;

(iii)a duly executed counterpart of the Professional Services Agreement;

(iv)a duly executed counterpart of the Transition Services Agreement;

(v)an affidavit of each Contributor (or, if such Contributor is a disregarded entity for federal income tax purposes, its regarded owner), dated as of the Closing Date and substantially in the form set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv), setting forth such Contributor’s (or owner’s) name, address and federal employer identification number and stating under the penalties of perjury that such Contributor (or owner) is not a “foreign person” within the meaning of Section 1445 of the Code;

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(vi)duly executed UCC releases, lien terminations, mortgage terminations or other similar documents or instruments required to (i) transfer (x) the Assets to the Company free and clear of Liens, along with evidence in form and substance satisfactory to the Company, acting reasonably, that all Liens affecting the Assets have been terminated and released and (y) the Acquired Units to the Investors free and clear of all Liens, along with evidence in form and substance satisfactory to the Investors, acting reasonably, that all Liens affecting the Acquired Units have been terminated and released and (ii) release the Company from all of its guaranty obligations under the Credit Agreement and any Security Documents (as defined in the Credit Agreement) to which the Company is a party during the period prior to the Closing Date;

(vii)a duly executed assignment of the Merchandise Mart Lease by Emmis Asset Holder to the Company, substantially in the form attached hereto as Exhibit 7.3(vii), with such other terms as may reasonably be agreed to by the Investors, and evidence reasonably acceptable to the Parties that such assignment is valid pursuant to the terms of the Merchandise Mart Lease, except that where the Contributors provide a duly executed lease or lease assignment for reasonable alternative studio office space (as determined in consultation with the Investors) and the Contributors shall have agreed in writing on terms reasonably satisfactory to the Investors to pay all costs and expenses of relocating to such alternative space (including any incremental rent or other charges as a result of such relocation), this condition shall be deemed satisfied;

(viii)a duly executed assignment of the WKQX Hancock Lease by Emmis to the Company, substantially in the form attached hereto as Exhibit 7.3(viii), and with such other terms as may reasonably be agreed to by the Investors;

(ix)a duly executed assignment of the WLUP Hancock Lease by Emmis to the Company, substantially in the form attached hereto as Exhibit 7.3(ix), with such other terms as may reasonably be agreed to by the Investors;

(x)a duly executed sublease of the Hudson Lease by New York City District Council of Carpenters Pension Fund and Emmis Radio to the Company with terms and conditions substantially consistent with those described in Exhibit 7.3(x), and such other terms as consented to by the Investors (such consent not to be unreasonably withheld, delayed or conditioned), except that where the Contributors provide a duly executed lease or lease assignment for reasonable alternative studio office space (as determined in consultation with the Investors) and the Contributors shall have agreed in writing on terms reasonably satisfactory to the Investors to pay all costs and expenses of relocating to such alternative space (including any incremental rent or other charges as a result of such relocation), this condition shall be deemed satisfied; and

(xi)a duly executed assignment of the Empire State Lease 2 by Emmis Asset Holder to the Company, substantially in the form attached hereto as Exhibit 7.3(xi), with such other terms as may reasonably be agreed to by the Investors, and evidence reasonably acceptable to the Parties that such assignment is valid pursuant to the terms of the Empire State Lease 2.

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(f)The transactions contemplated by the Contribution Agreement shall have been consummated in accordance with the terms thereof.

(g)Between the date hereof and the Closing Date, there shall not have occurred a Material Adverse Effect.

            ARTICLE 8           

INDEMNIFICATION

8.1           Survival.  Only the representations and warranties contained in Section 3.4(a)(i) (Litigation), Section 3.6 (Real Property), Section 3.7 (Contracts), Section 3.8 (Compliance with Laws), Section 3.10 (Environmental Matters), Section 3.12 (Insurance), 3.13 (Title to and Condition of Assets), 3.15(b) (Absence of Certain Changes), 3.17 (Employee Matters) and 3.18 (Intellectual Property) of this Agreement or in any certificate delivered with respect thereto under this Agreement shall survive the Closing and continue in full force and effect until the eighteen (18) month anniversary of the LMA Effective Date.  Each other representation and warranty contained in this Agreement or in any certificate delivered with respect thereto under this Agreement shall survive the Closing and continue in full force and effect until the eighteen (18) month anniversary of the Closing Date, except for (a) the representations and warranties in Section 3.1 (Organization), Section 3.2 (Authorization and Binding Obligation; Shareholder Consent), Section 3.3 (Absence of Conflicting Agreements; Consents), Section 3.11 (Broker’s Fees), Section 3.20 (Solvency), Section 3.21 (Emmis’ Post-Closing Assets and Continuing Operations) and Section 3.23 (Units and Related Matters) (the “Contributors Fundamental Representations”) and Section 4.1 (Organization and Standing), Section 4.2 (Authorization and Binding Obligation), Section 4.3 (Absence of Conflicting Agreements or Required Consents) and Section 4.7 (Broker’s Fees) (the “Investors Fundamental Representations”), which shall survive indefinitely, (b) the representations and warranties in Section 3.5 (FCC Licenses and Compliance; Permits), Section 3.8 (Compliance with Laws), Section 3.9 (Taxes) and Section 3.24 (Company Treated as Partnership) (the “Contributors Statute of Limitations Representations”), which shall survive until ninety (60) days following the expiration of the applicable statute of limitations (such applicable expiration date, the “Survival Expiration Date”); provided, however, that (i) any covenant contained in this Agreement shall survive and continue in full force and effect until such covenant is fully performed or observed in accordance with its terms and (ii) if an Indemnified Party delivers to the Indemnifying Party, before expiration of the Survival Expiration Date, a notice alleging in good faith a breach of any representation or warranty and setting forth, in reasonable detail, the facts giving rise to such breach, then the applicable representation or warranty shall survive until, and only for purposes of, the resolution of the matter covered by such notice.  No claim shall be made for the breach of any representation or warranty contained in Article 3 or Article 4 or under any certificate delivered with respect thereto under this Agreement after the date on which such representations and warranties terminate as set forth in this Section 8.1.

8.2           Indemnification by the Contributors.  Subject to the provisions of this Article 8, from and after the Closing Date, the Contributors shall, jointly and severally, indemnify, defend and hold harmless the Investors, LMA Newco and their respective directors, officers, employees, Affiliates (other than the Contributors and the Company), members, agents, attorneys, representatives, successors and assigns (collectively, the “Investor Indemnified

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Parties”) from and against any and all Losses and Expenses incurred by any Investor Indemnified Party to the extent based upon, resulting from or arising out of:

(a)any breach of any warranty or the inaccuracy of any representation of any of the Contributors contained in this Agreement or referred to in any certificate delivered by or on behalf of the Contributors  pursuant hereto, it being agreed hereby that in determining whether any such representation or warranty was breached or inaccurate and in determining the amount of Losses and Expenses based upon, resulting from or arising out of any such breach or inaccuracy, such representation and warranty shall be considered without regard to any qualification by or reference to “materiality,” “all material respects” or “Material Adverse Effect” set forth therein; or

(b)any breach by any of the Contributors of any of their respective covenants or agreements, or any failure of any Contributor to perform any of its obligations in this Agreement.

8.3           Indemnification by the Investors.  Subject to the provisions of this Article 8, from and after the Closing Date, the Investors shall indemnify and hold each of the Contributors, and their respective directors, officers, employees, Affiliates (other than the Company), stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “Contributor Indemnified Parties”) harmless from and against any and all Losses and Expenses incurred by any Contributor Indemnified Party to the extent based upon, resulting from or arising out of:

(a)any breach of any warranty or the inaccuracy of any representation of the Investors contained in this Agreement or referred to in any certificate delivered by or on behalf of the Investors pursuant hereto it being agreed hereby that in determining whether any such representation or warranty was breached or inaccurate and in determining the amount of Losses and Expenses based upon, resulting from or arising out of any such breach or inaccuracy, such representation and warranty shall be considered without regard to any qualification by or reference to “material,” “materiality,” “all material respects” or “material adverse effect” set forth therein; or

(b)any breach by the Investors of any of their respective covenants or agreements, or any failure by any Investor to perform any of its respective obligations, in this Agreement.

8.4           Indemnification Procedures.

(a)A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice (a “Claim Notice”) to the Party from whom indemnification is sought, in each case describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based.  After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article 8 shall be determined:  (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree in writing.  The judgment or decree

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of a court of competent jurisdiction shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken and when all appeals taken shall have been finally determined.

(b)In the event that any legal proceedings are instituted or any claim or demand is asserted by any third party in respect of which payment may be sought under Section 8.2 or Section 8.3 hereof (any such third-party claim, a “Third-Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third-Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party.  The failure of the Indemnified Party to give reasonably prompt notice of any Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure.  The Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and, except with respect to any Tax matter, to assume the defense and control of any such Third-Party Claim which relates to any Losses indemnified against hereunder.  If the Indemnifying Party has assumed such defense, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, provided that the Indemnifying Party shall not be liable for any legal expenses incurred by any Indemnified Party in connection with the defense of such Third-Party Claim while the Indemnifying Party is controlling such defense.  The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third-Party Claim, and the Indemnified Party shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith.  No Indemnified Party may settle or compromise or permit a default or consent to the entry of any judgment with respect to any Third-Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, denied, conditioned or delayed).  If the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnifying Party shall be entitled to (subject to the immediately following sentence) settle or compromise such Third-Party Claim only upon the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, denied, conditioned or delayed).

(c)Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim, if (i) the Indemnifying Party shall have failed, within twenty (20) Business Days after receipt of notice in respect of the applicable Third Party Claim, to assume the defense of such claim or to notify the Indemnified Party in writing that it will assume the defense of such claim or (ii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party.

8.5           Limitations on Indemnification.

(a)Notwithstanding the provisions of this Article 8:

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(i)(A) no Investor Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in the Contributors Fundamental Representations or the Contributors Statute of Limitations Representations (collectively, the “Investor Excluded Representations”), as to which this subclause (A) shall have no effect) with respect to any claim or series of related claims unless and until all Losses and Expenses with respect to such claim or series of related claims exceed on a cumulative basis an amount equal to $25,000 (such amount, the “Per-Claim Threshold Amount”) in which case the Investor Indemnified Parties shall, subject to this Section 8.5(a), be entitled to indemnification pursuant to Section 8.2(a) with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, (B) no Investor Indemnified Party shall be entitled to indemnification pursuant to Section 8.2(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Investor Excluded Representations, as to which this subclause (B) shall have no effect) unless and until the aggregate amount of all Losses incurred by all Investor Indemnified Parties (taking into account only Losses and Expenses with respect to any claim or series of related claims having Losses and Expenses in excess of the Per-Claim Threshold Amount) for which such Investor Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) exceeds $1,000,000 (the “Aggregate Threshold”), and then the Investor Indemnified Parties shall be entitled to indemnification with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, and (C) the aggregate amount of all Losses and Expenses for which the Investor Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Investor Excluded Representations, as to which this subclause (C) shall have no effect) will not exceed $20,000,000 (the “Indemnification Cap”); provided that the limitations set forth in this Section 8.5(a)(i) shall not apply to claims arising from fraud asserted against the Persons committing such fraud; and

(ii)(A) no Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the representations and warranties contained in the Investors Fundamental Representations (collectively, the “Contributor Excluded Representations”), as to which this subclause (A) shall have no effect) with respect to any claim or series of related claims unless and until all Losses and Expenses with respect to such claim or series of related claims exceed on a cumulative basis the Per-Claim Threshold Amount, in which case the Contributor Indemnified Parties shall, subject to this Section 8.5(a), be entitled to indemnification pursuant to Section 8.3(a) with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, (B) no Contributor Indemnified Party shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Contributor Excluded Representations, as to which this subclause (B) shall have no effect) unless and until the aggregate amount of all Losses and Expenses incurred by all Contributor Indemnified Parties (taking into account only Losses and Expenses with respect to any claim or series of related claims having Losses and Expenses in excess of the Per-Claim Threshold Amount) for which such Contributor Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) exceeds the Aggregate Threshold and then and

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then the Contributor and Investor Indemnified Parties shall be entitled to indemnification with respect to the full amount of Losses and Expenses relating to such claim or series of related claims, and (C) the aggregate amount of all Losses and Expenses for which the Contributor Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(a) (other than for Losses and Expenses incurred as a result of inaccuracies of the Contributor Excluded Representations, as to which this subclause (C) shall have no effect) will not exceed the Indemnification Cap; provided that the limitations set forth in this Section 8.5(a)(ii) shall not apply to claims arising from fraud asserted against the Persons committing such fraud.

(b)The Parties agree that in the event any Investor Indemnified Parties are entitled to indemnification pursuant to this Article 8 with respect to a particular matter, and the Company suffered Losses and Expenses with respect to the same matter, the Contributors shall, at their election, be entitled, to the extent practicable, to satisfy and discharge any such Losses and Expenses by compensating the Company directly for such Losses and Expenses.  In the event the Contributors indemnified the Company for such Losses and Expenses pursuant to the prior sentence or the Contribution Agreement, and such indemnification paid to the Company failed to compensate such Investor Indemnified Party in full for such Losses and Expenses, the Contributors shall indemnify such Investor Indemnified Parties directly for the remainder of any such Losses and Expenses.

(c)In determining the amount of any Losses for which the Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom the amount of any insurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such Losses, in each case net of costs and expenses incurred by such Indemnified Parties or their Affiliates, including any increases in premiums (whether retroactive or prospective).  All Indemnified Parties shall use commercially reasonable efforts to mitigate Losses and Expenses for which such Indemnified Parties are entitled or may be entitled to indemnification under this Article 8 upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to any such Losses or Expenses.  In the event that an Indemnified Party is entitled to any insurance with respect to any Losses for which such Indemnified Party seeks indemnification, such Indemnified Party shall use commercially reasonable efforts to obtain any such indemnification or recovery.  In the event that any insurance proceeds are actually recovered or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, a portion of such indemnification payment equal to the amounts so recovered or realized shall promptly be refunded to the Indemnifying Party

8.6           Adjustment to Purchase Price.  Any payment under this Article 8 shall, to the extent such payment can be properly so characterized under applicable Tax Law, be treated by the parties as an adjustment to the Purchase Price.

8.7           No Contribution by the Investors or the Company.  For the avoidance of doubt, the Contributors may not seek contribution for indemnification from the Investors or the Company and neither the Company nor the Investors may seek contribution for indemnification from the Contributors with respect to any of their indemnification obligations hereunder.

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8.8           Indemnification Sole and Exclusive Remedy.  Following the Closing, indemnification pursuant to this Article 8 shall be the sole and exclusive remedy of the Parties and any Parties claiming by or through any Party (including the Indemnified Parties) for any breach of any representation, warranty, covenant or agreement contained in this Agreement (other than any breach of any covenant or agreement contained in Article 1 hereof or any covenant that provides for performance following the Closing Date) and for any rights, claims and causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement; provided, however, that the foregoing shall not apply to any claim of fraud; provided, further, that notwithstanding the foregoing either Party may pursue injunctive relief following Closing to enforce covenants in the Agreement that survive the Closing and are supportable under applicable Law.

8.9           Limitations on Representations, Warranties, Covenants and Agreements.  Notwithstanding anything in this Agreement to the contrary, the Contributors shall not be deemed to have breached any of their representations, warranties, covenants or agreements contained herein or to have failed to satisfy any condition precedent set forth in Section 7.3(a),  7.3(b) and, to the extent arising from a Material Adverse Effect set forth in clause (A)(ii) of the definition thereof, 7.3(g) (nor shall the Contributors have any liability or responsibility to Investors with respect to any such representations, warranties, covenants, agreements or conditions precedent) to the extent that the inaccuracy of any such representations, the breach of any such warranty, covenant or agreement or the inability to satisfy any such condition precedent arises out of or results from (a) any actions taken by or under the authorization of, or omissions of, LMA Newco (or any of its respective officers, directors, employees, agents or representatives) whether in connection with LMA Newco’s performance of its obligations under the Local Marketing Agreement or otherwise, (b) the failure of LMA Newco to perform any of its obligations under the Local Marketing Agreement, unless in each case with respect to clauses (a) or (b), the Contributors authorize or consent to, or are otherwise responsible for, LMA Newco’s actions in connection with LMA Newco’s performance of the Local Marketing Agreement, or (c) any actions taken by or under the authorization of, or omissions of, the Contributors after the LMA Effective Date that would not constitute a default under or breach of any covenant, obligation or representation of the Contributors contained in this Agreement or the Related Documents, or otherwise result in a Material Adverse Effect.  The Investors acknowledge and agree that the Contributors shall not be deemed responsible for or to have authorized or consented to any action or failure to act on the part of LMA Newco (or any of its respective officers, directors, employees, agents or representatives) in connection with the Local Marketing Agreement solely by reason of the fact that prior to Closing, the Contributors shall have the legal right to control, manage and supervise the operation of the Stations, except to the extent the Contributors actually take any action to control or manage the operation of the Stations or the conduct of their business without the express prior approval of LMA Newco.

ARTICLE 9

TERMINATION/EFFECTIVENESS

9.1           Termination.  This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a)by written consent of each of the Contributors and the GTCR Investor;

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(b)prior to the Closing, by written notice to the GTCR Investor from the Contributors if (i) there is any material breach of any representation, warranty, covenant or agreement on the part of the GTCR Investor set forth in this Agreement, such that the conditions specified in Sections 7.2(a) or 7.2(b) would not be satisfied at the Closing except that, if such breach is curable by the GTCR Investor through the exercise of reasonable best efforts, then, for a period of up to ten (10) days after receipt by the GTCR Investor of notice from the Contributors of such breach, but only as long as the GTCR Investor continue to exercise reasonable best efforts to cure such breach (the “Investors Cure Period”), such termination shall not be effective, and such termination shall become effective only if such breach is not cured within the Investors Cure Period, (ii) the Closing has not occurred on or before the Termination Date; provided that upon the Contributors’ request the Termination Date can be extended until August 1, 2012 if all of the closing conditions other than the granting of the FCC Consents set forth in Section 7.1(c) and any conditions that by their terms are to be performed or satisfied at Closing are satisfied as of the Termination Date, (iii) the consummation of any of the transactions contemplated hereby is permanently enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction (other than as a result of a material breach of this Agreement by the Contributors), or (iv) the Local Marketing Agreement shall have been terminated other than as a result of a breach of, or default under, the Local Marketing Agreement by the Contributors; or

(c)prior to the Closing, by written notice to the Contributors from the GTCR Investor if (i) there is any material breach of any representation, warranty, covenant or agreement on the part of the Contributors set forth in this Agreement, such that the conditions specified in Sections 7.3(a) or 7.3(b) would not be satisfied at the Closing, except that, if such breach is curable by the Contributors through the exercise of reasonable best efforts, then, for a period of up to ten (10) days after the receipt by the Contributors of notice from the GTCR Investor of such breach, but only as long as the Contributors continue to exercise reasonable best efforts to cure such breach (the “Contributor Cure Period”), such termination shall not be effective, and such termination shall become effective only if such breach is not cured within the Contributor Cure Period, (ii) the Closing has not occurred on or before the Termination Date; provided that upon the Contributors’ request the Termination Date can be extended until August 1, 2012 if all of the closing conditions other than the granting of the FCC Consent set forth in Section 7.1(c) and any conditions that by their terms are to be performed or satisfied at Closing are satisfied as of the Termination Date, (iii) the consummation of any of the transactions contemplated hereby is permanently enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order or judgment of a court of competent jurisdiction (other than as a result of a material breach of this Agreement by the GTCR Investor) or (iv) the Local Marketing Agreement shall have been terminated other as a result of a breach of, or default under, the Local Marketing Agreement by LMA Newco.

9.2           Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall, subject to the last sentence of this Section 9.2, forthwith become void and have no further effect, without any liability on the part of any Party or its respective Affiliates, officers, directors or stockholders; provided that, subject to Section 9.3, no such termination shall relieve any party of any Liability for its breach of this Agreement prior to such termination.  Notwithstanding the foregoing, the provisions of this Section 9.2, Section 9.3 and Article 10 shall survive any termination of this Agreement.

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9.3           Damages.  Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement, the Liability of the Investors with respect to all breaches of this Agreement prior to such termination shall (a) be limited to any actual damages suffered by the Contributors with respect to such breaches and, for the avoidance of doubt, shall not include any consequential, special, incidental, indirect, punitive or exemplary damages, it being understood that, notwithstanding the foregoing, actual damages shall include the benefit of the bargain lost by the Contributors and any costs of mitigation, and (b) in no event exceed the sum of the Purchase Price plus $60,000,000.  Each of the Contributors and the Investors acknowledges that the limitations set forth in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that without such agreements they would not enter into this Agreement and that without such agreements, they would not enter into this Agreement.

ARTICLE 10

MISCELLANEOUS

10.1           Waiver.  Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors or similar governing body, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement.  The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

10.2           Notices.  All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or (d) when delivered by telecopy (with respect to this clause (d), solely if receipt is confirmed), addressed as follows:

If to any of the Contributors, addressed to such Contributor:

c/o Emmis Operating Company

One Emmis Plaza

40 Monument Circle

Suite 700

Indianapolis, Indiana 46204

Attn: Scott Enright

Tel: (317) 684-6565

Facsimile: (317) 684-5583

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison

1285 Avenue of the Americas

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New York, New York 10019-6064

Attn: James M. Dubin and Kelley D. Parker

Tel: (212) 373-3000

Facsimile: (212) 757-3900

with a copy (which shall not constitute notice) to:

Wiley Rein LLP

1776 K Street NW

Washington, DC 20006

Attn: John E. Fiorini, III

Tel: (202) 719-7000

Facsimile: (202) 719-7049

If to the Investors:

GTCR LLC

300 N. LaSalle Street

Suite 5600

Chicago, IL 60654

Attn: Christian McGrath

Tel: (312) 382-2200

Facsimile: (312) 382-2201

with copies (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn:  Edward Sonnenschein

Tel: (212) 906-1200

Facsimile:  (212) 751-4864

and

Latham & Watkins LLP

555 11th St. NW

Suite 1000

Washington, DC 20004

Attn: Eric Bernthal and Nicholas P. Luongo

Tel: (202) 637-2200

Facsimile: (202) 637-2201

or to such other address or addresses as the Parties may from time to time designate in writing.

10.3           Assignment.

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(a)Except as contemplated by Section 10.3(b), no Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties prior to the Closing Date, except that the rights and obligations of the Investors may be assigned prior to the Closing Date, without the consent of the Contributors, to one or more of its Affiliates.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(b)The Investors consent to the Contributors’ pledging, assigning and granting, for the benefit of the financial institutions identified as agents or lenders under the Credit Agreement a continuing security interest and lien on all of the Contributors’ right, title and interest in and to all rights held by the Contributors and the rights to payment of money owing to the Contributors and all payments received by such Contributors (whether in cash or otherwise), in each case, under this Agreement.

10.4           Rights of Third Parties.  Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that the past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates agents, attorneys, advisors or representatives of any Party, or of any Affiliate of any of the foregoing, are intended third party beneficiaries of, and shall be entitled to enforce the provisions of Section 10.18.

10.5           Expenses.  Except as provided in Section 6.4 and Section 6.5(c) each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants.  No Party may make any offset against amounts due to any other Party pursuant to this Agreement, the Related Documents or otherwise.

10.6           Governing Law.  This Agreement, and all claims or causes of action based upon, arising out of or related to this Agreement, the transactions contemplated hereby, the negotiation, execution or performance hereof or the inducement of any party to enter into this Agreement and the other documents to be delivered pursuant hereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

10.7           Captions; Counterparts.  The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.8           Schedules, Exhibits and Annexes.  The sections of the disclosure letters, the Exhibits and the Annexes referenced herein are a part of this Agreement as if fully set forth

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herein.  All references herein to articles, sections, clauses, paragraphs, sections of the disclosure letters, Exhibits and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

10.9           Entire Agreement.  This Agreement (together with the Disclosure Letters, Exhibits and Annexes to this Agreement) and the Related Documents constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties hereto or any of their respective Subsidiaries or Affiliates relating to the transactions contemplated hereby.  No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth in this Agreement (together with the Disclosure Letters, Exhibits and Annexes to this Agreement) and the Related Documents.

10.10           Amendments.  This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

10.11           Publicity.  All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior mutual approval of the Parties, which approval shall not be unreasonably withheld by any party, except as, and to the extent that, any such party shall be so obligated by Law or the rules of any stock exchange or the SEC, in which case the other party shall be advised and the parties shall use reasonable best efforts to cause a mutually agreeable release, announcement or other disclosures to be issued; provided that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement.

10.12           Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect.  The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties to the fullest extent possible.

10.13           Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)Each of the Contributors and the Investors agrees that any dispute, controversy or claim arising out of or relating to this Agreement or the transaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality

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of the foregoing, each of the Contributors and the Investors by this Agreement irrevocably and unconditionally:

(i)submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;

(ii)consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.2; and

(iv)agrees that nothing in this Agreement, or any Related Document shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

(b)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE RELATED DOCUMENTS AND ANY OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13.

10.14           Remedies.  The Parties agree the Contributors shall not be entitled to specific performance of the terms hereof and that the sole and exclusive remedy of the Contributors prior to the Closing shall be those set forth in and subject to the limitations of Article 9.  The parties agree that if any of the provisions of this Agreement were not performed by the Contributors in accordance with their specific terms or otherwise breached, irreparable

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damage to the Investors would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and that the Investors shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or in equity.

10.15           Execution in Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to each of the Contributors and the Investors.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic “pdf” signature shall be as effective as delivery of a manually executed counterpart of this Agreement.

10.16           Time is of the Essence.  With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

10.17           Confidential Nature of Information.  Each Party agrees that it will keep confidential all documents, materials and other information which it shall have obtained regarding the other Parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith.  Such documents, materials and information shall not be communicated to any third Person (other than to their counsel, accountants or financial advisors and, in the case of the Investors, to their respective counsel, accountants, financial advisors or lenders).  No Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating and consummating the transactions contemplated hereby.  The obligation of each Party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such Party from a source other than another Party, (b) is or becomes available to the public other than as a result of disclosure by such Party or its agents, (c) is required to be disclosed under applicable Law (including requirements of the FCC pursuant to the FCC Applications and requirements of Governmental Authorities under Antitrust Law) or judicial process, but only to the extent it must be disclosed, or (d) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

10.18           Non-Recourse.  This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party.  Except to the extent a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement and not otherwise), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any Party or of any Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Investors or the Contributors under this Agreement (whether

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for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

ARTICLE 11

DEFINITIONS

11.1           Defined Terms.  Unless otherwise stated in this Agreement, the following terms when used herein shall have the meanings assigned to them below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Action” shall mean any claim, demand, action, litigation, suit, audit, judgment, assessment, arbitration, notice of violation or inquiry, or any proceeding, hearing or investigation, by or before any Governmental Authority, arbitrator or mediator.

“Affiliate” shall mean, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person, through one or more intermediaries or otherwise.

“Aggregate Threshold” shall have the meaning set forth in Section 8.5(a)(i).

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Antitrust Authorities” shall mean the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission.

“Antitrust Law” shall mean the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

“Assets” shall have the meaning set forth in the Contribution Agreement.

“Assumed Contracts” shall have the meaning set forth in the Contribution Agreement.

“Assumed Liabilities” shall have the meaning set forth in the Contribution Agreement.

“Assumption Agreement” shall have the meaning set forth in the Contribution Agreement.

“Balance Sheet” shall have the meaning set forth in Section 3.14.

“Balance Sheet Date” shall have the meaning set forth in Section 3.14.

“Bill of Sale” shall have the meaning set forth in the Contribution Agreement.

“Business Day”shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

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“Claim Notice” shall have the meaning set forth in Section 8.4(a).

“Class A Unit” shall mean a Class A Unit of the Company, as defined in the Company LLC Agreement.

“Class B Unit” shall mean a Class B Unit of the Company, as defined in the Company LLC Agreement.

“Class C Unit” shall mean a Class C Unit of the Company, as defined in the Company LLC Agreement.

“Class D Unit” shall mean a Class D Unit of the Company, as defined in the Company LLC Agreement.

“Closing” and “Closing Date” shall have the meaning set forth in Article 2.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collection and Use” shall have the meaning set forth in Section 3.18(c).

“Communications Act” shall mean the Communications Act of 1934, as amended.

“Company” shall have the meaning set forth in the recitals to this Agreement.

“Company LLC Agreement” shall mean the Second Amended & Restated Limited Liability Company Agreement of the Company, in substantially the form attached hereto as Exhibit A, to be entered into among the Company, the Contributors, the Investors and the other parties thereto as of the Closing Date.

“Contracts” shall mean all contracts, agreements, leases, non-governmental licenses, employment agreements, commitments, undertakings, understandings, options, rights and interests, written or oral, including any amendments, extensions, supplements and other modifications thereto.

“Contribution Agreement” shall mean that certain Contribution Agreement dated as of the date hereof, by and among the Company and the Contributors.

“Contributor Cure Period” shall have the meaning set forth in Section 9.1(c).

“Contributor Excluded Representations” shall have the meaning set forth in Section 8.5(a)(ii).

“Contributor Indemnified Parties” shall have the meaning set forth in Section 8.3.

“Contributors” shall have the meaning set forth in the preamble to this Agreement.

“Contributors 401(k) Plan” shall have the meaning set forth in Section 3.17(f).

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“Contributors Fundamental Representations” shall have the meaning set forth in Section 8.1.

“Contributors Plans” shall have the meaning set forth in Section 3.17(a).

“Contributors Statute of Limitations Representations” shall have the meaning set forth in Section 8.1.

“Credit Agreement” shall have the meaning set forth in Section 5.5.

“Current Station Employee” shall have the meaning set forth in Section 3.17(c).

“Customer Information” shall have the meaning set forth in Section 3.18(c).

“ECC” shall mean Emmis Communications Corporation, an Indiana corporation.

“ECC Guarantee” shall mean that certain guarantee dated as of the date hereof by ECC, guaranteeing the performance of the obligations of the Contributors under this Agreement in the form attached hereto as Exhibit D.

“Election Notice” shall mean the Election Notice delivered by the Contributors to the GTCR Investor and the Company pursuant to the Contribution Agreement.

“Emmis” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Asset Holder” shall have the meaning set forth in the preamble to this Agreement.

“Emmis License Holder” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Radio 1” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Radio 2” shall have the meaning set forth in the preamble to this Agreement.

“Empire State Lease 1” shall mean that certain Amended and Restated Agreement of Lease and License between Emmis Radio Corporation (n/k/a Emmis Radio) and Empire State Building Company, L.L.C. dated November 7, 2003.

“Empire State Lease 2” shall mean that certain Lease and License Agreement between Emmis Radio, LLC and Empire State Building Company, L.L.C. dated June 30, 1992, as amended by a License to Purchase, Installation and Maintenance of a New Master FM Antenna dated June 30, 1992, a Second Modification of Lease and License dated as of June 5, 1998 and a Third License Modification and Extension Agreement dated April 2006.

“Environmental Laws” shall have the meaning set forth in Section 3.10.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

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“ERISA Affiliate” shall mean, with respect to any entity, any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Code.

“Exchange Act” shall mean the Securities Act of 1934, as amended, and the rules and regulations promulgated by the SEC from time to time thereunder (or under any successor statute).

“Expenses” shall mean any and all out-of-pocket expenses incurred in connection with investigating, defending or asserting any Action incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FAA” shall have the meaning set forth in Section 3.5(c).

“FCC” shall have the meaning set forth in the recitals to this Agreement.

“FCC Applications” shall mean the application or applications that the Contributors, the Investors and the Company must file with the FCC requesting its consent to the assignment of the FCC Licenses from the Emmis License Holder to the Company.

“FCC Consents” shall mean the action or actions by the FCC granting or approving the FCC Applications.

“FCC Licenses” shall mean all licenses, permits and other authorizations or approvals issued to the Contributors by, or pending before, the FCC relating to the Stations in accordance with the Communications Act and all FCC Rules and Policies, including those licenses, permits and other authorizations and approvals, and any assignable pending applications with respect to the Stations, including those listed on Section 3.5 of the Contributors’ Disclosure Letter attached hereto, together with renewals, modifications or extensions thereof between the date hereof and the Closing Date.

“GAAP” shall mean United States generally accepted accounting principles.

“Governmental Authority” shall mean any (i) government or any governmental, regulatory or administrative body thereof, or political subdivision thereof, whether federal, state, provincial, municipal, local or foreign, (ii) governmental agency, instrumentality, commission, department, board, bureau or any authority thereof, (iii) multinational or supra national entity, body or authority or (iv) court or tribunal.

“GTCR Guarantee” shall mean that certain guarantee dated as of the date hereof by GTCR Fund X/B LP, a Delaware limited partnership, guaranteeing the performance of the obligations of the GTCR Investor under this Agreement.

“GTCR Investor” shall have the meaning set forth in the preamble to this Agreement.

“Hazardous Substances” shall have the meaning set forth in Section 3.10.

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“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Hudson Lease” shall mean that certain lease by and between New York City District Council of Carpenters Pension Fund and Emmis Radio, dated as of February 23, 1996, as amended August 1, 1997.

“Indebtedness” shall mean, without duplication and with respect to a Person, (i) all liabilities of such Person for borrowed money; (ii) all liabilities of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all reimbursement obligations of such Person under letters of credit to the extent such letters of credit have been drawn upon; (iv) any obligation of such Person for the deferred purchase price of property or services already delivered or performed, including all earnout and similar contingent payment obligations; (v) all purchase price indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (vi) any fees, penalties, premiums or accrued and unpaid interest, or other expenses with respect to the foregoing, including prepayment penalties and consent fees; and (vii) all obligations of such Person for guarantees of another Person in respect of liabilities of the type set forth in clauses (i) through (vi) determined for purposes of clauses (i) through (vi), on a consolidated basis in accordance with GAAP, consistently applied.

“Indemnification Cap” shall have the meaning set forth in Section 8.5(a)(i).

“Indemnified Party” shall mean the Person or Persons entitled to indemnification pursuant to the provisions of Sections 8.2, 10.3 or 8.3, as the case may be.

“Indemnifying Party” shall mean the Person or Persons having the obligation to indemnify another Person or Persons pursuant to the provisions of Sections 8.2 or 8.3, as the case may be.

“Intellectual Property” shall mean all worldwide intellectual property rights and embodiments thereof, including (i) copyrights and copyrightable works, whether registered or unregistered, and pending applications to register the same, including all forms of software, firmware and any other types of works of authorship; (ii) patents, provisional patent applications, patent applications, continuations, continuations-in-part, divisions, reissues, patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice) or improvements thereto; (iii) confidential and proprietary ideas, trade secrets, know-how, concepts, methods, processes, formulae, technology, algorithms, models, reports, data, customer lists, supplier lists, mailing lists, business plans, marketing materials and plans, advertiser lists, sales lists, sponsor lists, or other confidential or proprietary information; and (iv) trademarks, service marks, trade names, Internet domain names, call letters, designs, logos, slogans and general intangibles of like nature, whether registered or unregistered, and pending registrations and applications to register the foregoing, all in whatever form or media.

“Investor Excluded Representations” shall have the meaning set forth in Section 8.5(a)(i).

“Investor Indemnified Parties” shall have the meaning set forth in Section 8.2.

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“Investors” shall have the meaning set forth in the preamble to this Agreement.

“Investors Cure Period” shall have the meaning set forth in Section 9.1(b).

“Investors Fundamental Representations” shall have the meaning set forth in Section 8.1.

“Knowledge” shall mean, in the case of the Contributors, the actual knowledge of Jeff Smulyan, Rick Cummings, Pat Walsh, Ryan Hornaday, Scott Enright, Paul Brenner, Marv Nyren, Alexandra Cameron and Cliff Mazzone, in each case, after due inquiry.

“Law” shall mean any law (including common law), statute, ordinance, rule, regulation, directive, requirement, treaty, or Governmental Order, in each case, of any Governmental Authority.

“Liabilities” shall mean any liability or obligation of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of any Person or is disclosed in the Contributors’ Disclosure Letter or the Investors’ Disclosure Letter.

“Leased Real Property” shall have the meaning set forth in the Contribution Agreement.

“Liens” shall mean mortgages, deeds of trust, liens, security interests, pledges, collateral assignments, condition sales agreements, leases, encumbrances, claims or other defects of title.

“LMA Newco” shall mean “Programmer” under the Local Marketing Agreement.

“LMA Newco Interests” shall have the meaning set forth in Section 6.7.

“Local Marketing Agreement” shall mean that certain Local Marketing Agreement, dated as of the date hereof, by and among the Emmis Asset Holder, the Emmis License Holder and LMA Newco.

“LMA Effective Date” shall have the meaning set forth in the Local Marketing Agreement.

“Losses” shall mean any and all losses, costs, obligations, Liabilities, settlement payments, awards, judgments, Taxes, fines, penalties, damages, diminution in value, consequential damages, deficiencies or other charges, other than Expenses, and with respect to any Losses for which the Investor Indemnified Parties may seek indemnification pursuant hereto, shall include any Loss or diminution in value of the Units acquired pursuant hereto and may take into account any Losses of the Company or any of its Subsidiaries.

“Material Adverse Effect” shall mean any change, event, circumstance, occurrence or development that, individually or in the aggregate with all other such changes, events, circumstances, occurrences or developments, has had, or would reasonably be expected to have, a material adverse effect on or change in (A) (i) the Assets, the FCC Licenses or the Tower

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Leases and the property leased thereunder or the Rights of Access, or (ii) the business or results of operations of the Specified Stations, taken as a whole, in the case of (i) and (ii) following the consummation of the transactions contemplated by the Contribution Agreement, or (B) the ability of the Contributors to consummate the transactions contemplated by, and discharge their obligations under, this Agreement and the Related Documents; provided, however, that the term “Material Adverse Effect” does not, and shall not be deemed to, include any of the following: (i) changes or effects that generally affect the industry or industries in which the business of the Stations operate; (ii) changes in securities markets, interest rates or general economic, regulatory or political conditions, including acts of terrorism or the commencement or escalation of any war, whether declared or undeclared, or other hostilities (excluding in the case of clauses (i) and (ii) any changes that have a substantially disproportionate impact on the Stations or the business of the Stations, relative to other businesses, generally, which businesses operate in the same industries or geographies as the Stations); (iii) changes in laws or interpretations thereof by any Governmental Authority or changes in GAAP or other applicable accounting regulations and principles or the interpretation thereof; (iv) failure to take actions prohibited by this Agreement; or (v) any actions taken by, or at the explicit direction of, an Investor or its Affiliates after the date hereof and on or prior to the Closing Date that relate to, or affect, the business of the Company or the Company Subsidiaries, including such actions taken under the authority of the Local Marketing Agreement.

“Material Contract” shall have the meaning set forth in Section 3.7(a).

“Merchandise Mart Lease” shall mean that certain lease dated as of April 7, 2000 by and between Merchandise Mart, LLC and Emmis Radio, as amended on April 25, 2001, September 4, 2001 and March 15, 2005.

“Multiemployer Plan” shall have the meaning set forth in Section 3.17(c).

“Order” shall mean any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator.

“Ordinary Course of Business” shall mean an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person and is consistent with the past practices of such Person.

“Organizational Documents” shall mean, with respect to a Person, the articles of incorporation, articles of organization, certificate of organization or similar organizational documents, including any certificate of designation for any capital stock, as amended to date, and the bylaws, operating agreement and other similar organizational documents, as amended to date, of an entity.

“Party” or “Parties” shall have the meaning set forth in the preamble.

“Per-Claim Threshold Amount” shall have the meaning set forth in Section 8.5(a)(i).

“Permit” shall have the meaning set forth in the Contribution Agreement.

49

“Permitted Liens” shall mean Liens set forth on Section 11.1 (“Permitted Liens”) of the Contributors’ Disclosure Letter.

“Person” shall mean any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“Professional Services Agreement” shall mean that certain Professional Services Agreement to be entered into on the Closing Date, by and between the Company and GTCR Management X LP, in the form attached hereto as Exhibit B.

“Purchase Price” shall have the meaning set forth in Section 1.2.

“Real Estate Leases” shall have the meaning set forth in Section 3.6(a).

“Registration Agreement” shall mean that certain Registration Rights Agreement, to be entered into on the Closing Date, by and among the Company, the Investors and Emmis in the form attached as Exhibit 7.2(d)(iv) to the Contribution Agreement.

“Related Documents” shall mean the Bill of Sale, the Assumption Agreement, the Transition and Shared Services Agreement, the Local Marketing Agreement, the Company LLC Agreement, the Registration Agreement, the Professional Services Agreement, the Contribution Agreement, the Senior Secured Note, the ECC Guarantee, the GTCR Guarantee, the Restructuring and Contribution Agreement, the Acknowledgment and Agreement Regarding Collateral Assignment and any other written agreement executed on or after the date hereof by the Contributors, the Investors, the Company and/or any of their respective Affiliates, as applicable, in connection with the transactions provided for in this Agreement and the Closing hereunder.

“Represented Employee” shall have the meaning set forth in Section 3.17(c).

“Restructuring and Contribution Agreement” shall have the meaning set forth in the Contribution Agreement.

“Rights of Access” means the rights of access described in Section 6.4 of the Contribution Agreement.

“Securities Act” shall meanthe Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission from time to time thereunder (or under any successor statute).

“SEC” shall mean the United States Securities and Exchange Commission.

“Sellers” shall have the meaning set forth in the recitals to this Agreement.

“Senior Secured Note” shall mean that certain senior secured note by and among the Company as payor and GTCR Investor or an Affiliate thereof as payee in the form attached hereto as Exhibit E.

50

“Shared Contracts” shall have the meaning set forth in the Contribution Agreement.

“Social Media Accounts” shall mean accounts with social media websites, including Facebook, Twitter, MySpace and YouTube, and content posted by the holder of such accounts thereon.

“Specified Stations” shall have the meaning set forth in Section 11.1 (“Specified Stations”) of the Contributors’ Disclosure Letter.

“Station” shall have the meaning set forth in the recitals to this Agreement.

“Station Employee” shall have the meaning set forth in Section 3.17(a).

“Station Intellectual Property” shall have the meaning set forth in the Contribution Agreement.

“Subsidiary” shall mean, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“Survival Expiration Date” shall have the meaning set forth in Section 8.1.

“Tax” shall mean all federal, state, local and foreign taxes, including income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, in each case including any obligation to indemnify or otherwise assume or succeed to the Liability of any Person for any of the foregoing.

“Tax Return” shall mean any return, filing, report, declaration, questionnaire or other document filed or required to be filed for any period with any Governmental Authority in connection with any Taxes (whether or not payment is required to be made with respect to such document).

“Termination Date” shall mean May 30, 2012.

“Third-Party Claim” shall have the meaning set forth in Section 8.4(b).

“Tower Leases” shall mean the Empire State Lease 2, WKQX Hancock Lease and the WLUP Hancock Lease.

“Trademarks” shall mean United States, state and non-U.S. trademarks, service marks, trade names, Internet domain names, moral rights, designs, logos, slogans and general intangibles of like nature, whether registered or unregistered, and pending registrations and applications to register the foregoing, and all goodwill of the business of the Stations associated therewith.

51

“Transfer Taxes” shall mean all transfer, sales, use, documentary and stamp Taxes, and all conveyance fees and recording charges, and all other similar Taxes, fees and charges, incurred in connection with the purchase and sale of Units pursuant to this Agreement.

“Transition Services Agreement” shall mean that certain Transition and Shared Services Agreement to be entered into by and between the Company and the Emmis Asset Holder in the form attached hereto as Exhibit C.

“Units” shall mean the authorized equity securities of the Company, constituting the Class A Units, Class B Units, Class C Units and Class D Units.

“West Orange Lease” shall mean that certain lease by and between Mountaintop Communications, L.L.C. and ECC, dated as of June 15, 2000.

“WKQX Hancock Lease” shall mean that certain FM Broadcast Lease and License Agreement, dated October 1, 1999 by and between W2007 Golub JHC Realty, LLC (successor to Michigan Avenue Venture, LLC) and Emmis, as amended on October 1, 2009 on behalf of WKQX-FM.

“WLUP Hancock Lease” shall mean that certain FM Broadcast Lease and License Agreement, dated October 1, 1999 by and between W2007 Golub JHC Realty, LLC (successor to Michigan Avenue Venture, LLC) and Emmis, as amended on October 1, 2009 on behalf of WLUP-FM.

11.2           Construction.

(a)Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the disclosure letters and Annexes hereto; (iv) the terms “Article,” “Exhibit,” “Section”, “paragraph,” “clause” and “Annex” refer to the specified Article, Exhibit, Section, paragraph, clause or Annex of this Agreement; (v) the word “including” shall mean “including, without limitation,” and (vi) the word “or” shall be disjunctive but not exclusive.

(b)References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(c)References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(d)The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(e)Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

52

(f)All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(g)References to “$” shall mean U.S. dollars.

(h)Provisions shall apply, when appropriate, to successive events and transactions.

(i)A reference to any Person includes such Person’s successors and permitted assigns.

(j)When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

[Signature page follows]

53

IN WITNESS WHEREOF, the Parties hereto have caused this Purchase Agreement to be duly executed as of the date first written above.

The Contributors:

EMMIS OPERATING COMPANY
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President

EMMIS RADIO HOLDING CORPORATION
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President

EMMIS RADIO HOLDING II CORPORATION
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President

EMMIS RADIO, LLC By: Emmis Operating Company, its manager
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President

EMMIS RADIO LICENSE, LLC By: Emmis Operating Company, its manager
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:    Executive Vice President

[Signature Page to Purchase Agreement]

The Investors:

GTCR MERLIN HOLDINGS, LLC
By:	/s/ Philip A. Canfield
	Name:  Philip A. Canfield
	Title:    Vice President

/s/ Benjamin L. Homel

Name:  Benjamin L. Homel

[Signature Page to Purchase Agreement]

Annex A to Purchase Agreement
FUNDING LEVEL #1
Party	Total
GTCR	$50,000,000
Total	$50,000,000
FUNDING LEVEL #2
Party	Total
GTCR	$52,500,000
Total	$52,500,000
FUNDING LEVEL #3
Party	Total
GTCR	$55,000,000
Total	$55,000,000
FUNDING LEVEL #4
Party	Total
GTCR	$57,500,000
Total	$57,500,000
FUNDING LEVEL #5
Party	Total
GTCR	$60,000,000
Total	$60,000,000
FUNDING LEVEL #6
Party	Total
GTCR	62,500,000
Total	62,500,000
FUNDING LEVEL #7
Party	Total
GTCR	$65,000,000
Total	$65,000,000
FUNDING LEVEL #8
Party	Total
GTCR	$67,500,000
Total	$67,500,000
FUNDING LEVEL #9
Party	Total
GTCR	$70,000,000
Total	$70,000,000

EX-2.2

EXHIBIT 2.2

Purchase Agreement Exhibit A – FINAL FORM

MERLIN MEDIA, LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [______ ___ ], 20111

THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS.  SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

CERTAIN OF THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS, REPURCHASE OBLIGATIONS AND FORFEITURE PROVISIONS SET FORTH IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF SUCH INTEREST.  A COPY OF ANY SUCH RESTRICTIONS, OBLIGATIONS OR PROVISIONS MAY BE OBTAINED BY THE HOLDER OF SUCH INTEREST UPON WRITTEN REQUEST WITHOUT CHARGE.

 

1           To be dated as of the Closing Date under the Purchase Agreement.

TABLE OF CONTENTS

		Page
ARTICLE I    CERTAIN DEFINITIONS		1
ARTICLE II    ORGANIZATIONAL MATTERS		16
Section 2.1	Formation	16
Section 2.2	The Certificate, Etc	17
Section 2.3	Name	17
Section 2.4	Purpose	17
Section 2.5	Powers of the LLC	17
Section 2.6	Foreign Qualification	18
Section 2.7	Principal Office; Registered Office	18
Section 2.8	Term	18
Section 2.9	No State-Law Partnership	18
ARTICLE III    UNITS; CAPITAL ACCOUNTS		19
Section 3.1	Units.	19
Section 3.2	Unitholder Meetings	20
Section 3.3	Issuance of Additional Units and Interests.	23
Section 3.4	Preemptive Rights.	26
Section 3.5	Capital Accounts.	28
Section 3.6	Negative Capital Accounts	29
Section 3.7	No Withdrawal	29
Section 3.8	Loans From Unitholders; Co-Investment Rights.	29
Section 3.9	Management Incentive Units.	31
ARTICLE IV    DISTRIBUTIONS AND ALLOCATIONS		32
Section 4.1	Distributions.	32
Section 4.2	Allocations	35
Section 4.3	Special Allocations.	35
Section 4.4	Tax Allocations.	37
Section 4.5	Indemnification and Reimbursement for Payments on Behalf of a Unitholder	38
Section 4.6	Transfer of Capital Accounts	38
ARTICLE V    BOARD OF MANAGERS; OFFICERS		38
Section 5.1	Management by the Board of Managers.	38
Section 5.2	Composition and Election of the Board of Managers.	39
Section 5.3	Board Meetings and Actions by Written Consent.	41
Section 5.4	Committees; Delegation of Authority and Duties.	43
Section 5.5	Certain Limitations on Liability.	44
Section 5.6	Officers.	44

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Section 5.7	Operations	45
ARTICLE VI    GENERAL RIGHTS AND OBLIGATIONS OF UNITHOLDERS		46
Section 6.1	Limitation of Liability	46
Section 6.2	Lack of Authority	46
Section 6.3	No Right of Partition	46
Section 6.4	Unitholders Right to Act	46
Section 6.5	Investment Opportunities and Conflicts of Interest.	46
Section 6.6	Transactions Between the LLC and the Unitholders	47
Section 6.7	Rights of Contributors.	47
Section 6.8	Material Default.	49
Section 6.9	Insulated Members.	50
Section 6.10	Refinancing of the Note	51
Section 6.11	Management Rights	51
ARTICLE VII    EXCULPATION AND INDEMNIFICATION		52
Section 7.1	Exculpation	52
Section 7.2	Right to Indemnification	52
Section 7.3	Advance Payment	53
Section 7.4	Indemnification of Employees and Agents	53
Section 7.5	Appearance as a Witness	53
Section 7.6	Nonexclusivity of Rights	53
Section 7.7	Insurance	54
Section 7.8	Limitation	54
Section 7.9	Effect on Other Agreements and Unitholders’ Obligations	54
Section 7.10	Savings Clause	54
ARTICLE VIII     BOOKS, RECORDS, ACCOUNTING AND REPORTS		55
Section 8.1	Records and Accounting	55
Section 8.2	Fiscal Year	55
Section 8.3	Tax Information	55
Section 8.4	Transmission of Communications	55
Section 8.5	LLC Funds	55
ARTICLE IX    TAXES		55
Section 9.1	Tax Returns	55
Section 9.2	Tax Elections	55
Section 9.3	Tax Matters Partner	56
Section 9.4	Code Section 83 Safe Harbor Election.	56
ARTICLE X    TRANSFER OF LLC INTERESTS		57
Section 10.1	Consent to Transfer.	57
Section 10.2	Tag Along Rights.	58

- ii -

Section 10.3	Approved Sale; Drag Along Obligations.	59
Section 10.4	Effect of Assignment.	61
Section 10.5	Additional Restrictions on Transfer	61
Section 10.6	Legend	62
Section 10.7	Transfer Fees and Expenses	63
Section 10.8	Void Transfers	63
Section 10.9	Vesting, Forfeiture and Repurchase of Units	63
Section 10.10	No Public Sales of Unvested Units	63
Section 10.11	Right of First Offer	63
ARTICLE XI    ADMISSION OF UNITHOLDERS		64
Section 11.1	Substituted Unitholders	64
Section 11.2	Additional Unitholders	64
Section 11.3	Optionholders	64
ARTICLE XII    WITHDRAWAL AND RESIGNATION OF UNITHOLDERS		65
Section 12.1	Withdrawal and Resignation of Unitholders	65
Section 12.2	Withdrawal of a Unitholder	65
ARTICLE XIII    DISSOLUTION AND LIQUIDATION		65
Section 13.1	Dissolution	65
Section 13.2	Liquidation and Termination	65
Section 13.3	Cancellation of Certificate	66
Section 13.4	Reasonable Time for Winding Up	66
Section 13.5	Return of Capital	66
Section 13.6	Reserves Against Distributions	66
ARTICLE XIV    VALUATION		67
Section 14.1	Cash Required for Payment of Units	67
Section 14.2	Fair Market Value	67
ARTICLE XV    GENERAL PROVISION		68
Section 15.1	Power of Attorney.	68
Section 15.2	Amendments.	68
Section 15.3	Title to LLC Assets	69
Section 15.4	Remedies	69
Section 15.5	Successors and Assigns	69
Section 15.6	Severability	69
Section 15.7	Change in Business Form; Recapitalization.	70
Section 15.8	Opt-in to Article 8 of the Uniform Commercial Code	71
Section 15.9	Notice to Unitholder of Provisions	71
Section 15.10	Counterparts	71
Section 15.11	Consent to Jurisdiction	72

- iii -

Section 15.12	Descriptive Headings; Interpretation	72
Section 15.13	Applicable Law	72
Section 15.14	MUTUAL WAIVER OF JURY TRIAL	72
Section 15.15	Addresses and Notices	73
Section 15.16	Creditors	73
Section 15.17	Waiver	73
Section 15.18	Further Action	74
Section 15.19	Entire Agreement	74
Section 15.20	Electronic Delivery	74
Section 15.21	Survival	74
Section 15.22	Certain Acknowledgments	74
Section 15.23	Financial Statements and Other Information	75

- iv -

MERLIN MEDIA, LLC

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

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”).

[Insert appropriate recitals to reflect prior amendments once plan agreed.]

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the following meanings:

“Acceptance” has the meaning set forth in Section 10.11(b).

“Acceptance Deadline” has the meaning set forth in Section 10.11(b).

“Additional Unitholder” means a Person that is admitted to the LLC as a Unitholder pursuant to Section 11.2.

“Adjusted Capital Account” means, with respect to any Unitholder, the balance in such Unitholder’s Capital Account as of the end of any Taxable Year.  For this purpose, such Unitholder’s Capital Account balance shall be

(i)           reduced for such Unitholder’s share of any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and

(ii)           increased for any amount such Unitholder is obligated to contribute or is treated as being obligated to contribute to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to Minimum Gain).

2           To be dated as of the Closing Date under the Purchase Agreement.

- 1 -

“Adjusted Capital Account Deficit” means, with respect to any Unitholder, the deficit balance, if any, in such Unitholder’s Adjusted Capital Account.

The foregoing definitions of Adjusted Capital Account and Adjusted Capital Account Deficit are intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” of any particular Person means (i) any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise, (ii) if such Person is a partnership, any general or managing partner thereof and (iii) without limiting the foregoing with respect only to the Investors, any investment fund, managed or controlled by or under common control with GTCR or GTCR II or any successor thereto or affiliate thereof.

“Affiliated Institution” means, with respect to any Indemnified Person, any investment fund, institutional investor or other financial intermediary with which such Unitholder, Manager, Officer or other Person is Affiliated or of which such Indemnified Person is a member, partner or employee.

“Agreement” means this Limited Liability Company Agreement, as amended or modified from time to time in accordance with the terms hereof.

“Applicable Table” has the meaning set forth in Section 3.3(c)(ii).

“Appraisal Firm” means an Independent Third Party that is nationally recognized as an appraiser in the radio broadcasting industry.

“Approved Sale” has the meaning set forth in Section 10.3(a).

“Bankruptcy Event” means, with respect to any Person, the occurrence of one or more of the following events: (a) such Person (i) admits in writing its inability to pay its debts as they become due, (ii) files, or consents by answer or stipulation or otherwise agrees (by act or omission) to the filing against it of a petition for relief or reorganization or rearrangement, readjustment or similar relief or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, dissolution, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, marshalling of assets for creditors or other similar arrangement in respect of creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as bankrupt or as insolvent or to be liquidated, (vi) gives notice to any Governmental Authority of insolvency or pending insolvency or (vii) takes any corporate action authorizing any of the foregoing; or (b) a court or Governmental Entity of competent jurisdiction enters an order appointing, without consent by such Person, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of such Person.  

- 2 -

With respect to any Contributor, a “Bankruptcy Event” shall also include a Bankruptcy Event of any Subsidiary of such Contributor or the ultimate parent entity (through direct or indirect ownership or control or ownership of equity securities) of such Contributor or any Subsidiary of such ultimate parent entity, to the extent such Subsidiary is material to the Contributors and their Affiliates, taken as a whole.

“Base Value” means, as of a particular date, the greater of (a) the product of (i) the EBITDA of the LLC for the twelve-month period ending on the last day of the month preceding such date, multiplied by (ii) ten (10), and (b) the aggregate Capital Contributions as of such date (for the avoidance of doubt, the foregoing shall not include any increase in any Class A Unreturned Capital pursuant to Section 3.3(c)(iii)).

“Board” means the Board of Managers established pursuant to Section 5.2.

“Book Value” means, with respect to any LLC property, the LLC’s adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g), except that in the case of any property contributed to the LLC, the Book Value of such property shall initially equal the Fair Market Value of such property.  The Book Value of LLC property as of the Effective Date is set forth on [Schedule B.]3

“Business Opportunities” has the meaning set forth in Section 6.5.

“Call Notice” has the meaning set forth in Section 3.3(a)(iv).

“Capital Account” means the capital account maintained for a Unitholder pursuant to Section 3.5.

“Capital Commitment” means, with respect to any Commitment Member, the dollar amount of Capital that such Commitment Member has committed to contribute to the LLC on the terms set forth in this Agreement, which dollar amount shall be specified opposite such Commitment Member’s name in the Column entitled “Capital Commitment” on Schedule A.4

“Capital Contributions” means any cash, cash equivalents, promissory obligations, or the Fair Market Value of other property that a Unitholder contributes to the LLC with respect to any Unit pursuant to Sections 3.1 or 3.3, which, with respect to the contribution of the equity interests of LMA Newco on the Effective Date by the Investors and Mr. Homel pursuant to Section 6.7 of the Purchase Agreement shall equal the capital contributions made by the Investors and Mr. Homel to LMA Newco on or prior to the Effective Date.

“Certificate” means the LLC’s Certificate of Formation as filed with the Secretary of State of the State of Delaware.

3           Schedule to be prepared in accordance with Section 6.8 of the Purchase Agreement.

4               Schedule A to reflect Capital Contributions made in connection with the contribution of LMA Newco pursuant to Section 6.7 of the Purchase Agreement.

- 3 -

“Class A Unit” means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class A Units in this Agreement.

“Class A Unpaid Yield” of any Class A Unit means, as of any date, an amount equal to the excess, if any, of (i) the aggregate Class A Yield accrued on such Class A Unit for all periods prior to such date (including partial periods), over (ii) the aggregate amount of all Distributions made by the LLC in respect of such Class A Unit pursuant to Section 4.1(a)(i).

“Class A Unreturned Capital” of any Class A Unit means, as of any date, an amount equal to the excess, if any, of (i) the aggregate Capital Contributions made with respect to such Class A Unit prior to such date (as such amount may be adjusted pursuant to Section 3.2(c)(iii)), over (ii) the aggregate amount of all Distributions made by the LLC in respect of such Class A Unit pursuant to Section 4.1(a)(ii).

“Class A Yield” means, with respect to each Class A Unit, the amount accruing on such Class A Unit on a daily basis, at the rate of 8.0% per annum, compounded on the last day of each calendar quarter, on the sum of (i) the Class A Unreturned Capital of such Class A Unit (if any), plus (ii) the Class A Unpaid Yield as of the last day of the immediately prior quarterly period (if any).  In calculating the amount of any Distribution to be made with respect to a Class A Unit during a period, the portion of the Class A Yield with respect to such Class A Unit for the portion of the quarterly period elapsing before such Distribution is made shall be taken into account in determining the amount of such Distribution.

“Class B Unit” means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class B Units in this Agreement.

“Class B Unpaid Yield” of any Class B Unit means, as of any date, an amount equal to the excess, if any, of (i) the aggregate Class B Yield accrued on such Class B Unit for all periods prior to such date (including partial periods), over (ii) the aggregate amount of all Distributions made by the LLC in respect of such Class B Unit pursuant to Section 4.1(a)(iii).

“Class B Unreturned Capital” of any Class B Unit means, as of any date, an amount equal to the excess, if any, of (i) the aggregate Capital Contributions made with respect to such Class B Unit prior to such date (as such amount may be adjusted pursuant to Section 3.2(c)(iii)), over (ii) the aggregate amount of all Distributions made by the LLC in respect of such Class B Unit pursuant to Section 4.1(a)(iv).

“Class B Yield” means, with respect to each Class B Unit, the amount accruing on such Class B Unit on a daily basis, at the rate of 8.0% per annum, compounded on the last day of each calendar quarter, on the sum of (i) the Class B Unreturned Capital of such Class B Unit (if any), plus (ii) the Class B Unpaid Yield as of the last day of the immediately prior quarterly period (if any).  In calculating the amount of any Distribution to be made with respect to a Class B Unit during a period, the portion of the Class B Yield with respect to such Class B Unit for the portion of the quarterly period elapsing before such Distribution is made shall be taken into account in determining the amount of such Distribution.

- 4 -

“Class C Unit” means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class C Units in this Agreement.

“Class C Unitholder” means any owner of one or more Class C Units as reflected on the LLC’s books and records, but only for so long as such person is shown on the LLC’s books or records as the owner of such Class C Units.

“Class D Unit” means a Unit representing a fractional part of the interest of a Unitholder in Profits, Losses and Distributions and having the rights and obligations specified with respect to the Class D Units in this Agreement; provided that if a Class D Unit is subject to vesting pursuant to the Senior Management Agreement or other Equity Agreement pursuant to which such Class D Unit was issued, such Class D Unit shall not have any voting rights (if applicable) or any other rights hereunder (including, except as set forth in Sections 4.1(a)(v)(C) and 4.1(b), the right to receive Distributions hereunder) until such time as such Class D Unit is vested in accordance with such Senior Management Agreement or other Equity Agreement, but shall be deemed to be outstanding for all other purposes hereunder and shall be subject to the obligations and restrictions applicable to the Class D Units hereunder.

“Closing Deadline” has the meaning set forth in Section 10.11(b).

“Co-Investment Notice” has the meaning set forth in Section 3.8(b).

“Code” means the United States Internal Revenue Code of 1986, as amended.  Such term shall, at the Board’s sole discretion, be deemed to include any future amendments to the Code and any corresponding provisions of succeeding Code provisions (whether or not such amendments and corresponding provisions are mandatory or discretionary).

“Commitment Members” has the meaning set forth in Section 3.3(a)(ii).

“Commitment Ratio” means, with respect to any Commitment Member, such Commitment Member’s Unpaid Commitment Amount divided by the sum of all Commitment Members’ Unpaid Commitment Amounts.

“Contribution Agreement” means that certain Contribution Agreement, dated as of June 20, 2011, by and among the Contributors, Emmis Radio License, LLC and the LLC, as amended or modified from time to time in accordance with its terms.

“Contributor Governance Provisions” has the meaning set forth in Section 6.7.

“Contributor Manager” has the meaning set forth in Section 5.2(a)(iv).

“Contributors” means Emmis Operating Company, an Indiana corporation, Emmis Radio Holding Corporation, an Indiana corporation, Emmis Radio Holding II Corporation, an Indiana corporation, and their respective Affiliates and successors that become Additional Unitholders pursuant to Section 11.2.

“Debt Investment” has the meaning set forth in Section 3.8(b).

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“Deemed Liquidation Percentage” of a Participating Member or a Non-Participating Member, as applicable, with respect to a particular Capital Contribution pursuant to Section 3.3(a) (after giving effect to Section 3.3(a)(iv)(A) and (B) and treated as though all such Capital Contributions pursuant to Section 3.3(a)(iv)(B) were made on the same date as any such Capital Contributions made pursuant to Section 3.3(a)(i) in connection with the same Call Notice), means a fraction expressed as a percentage, (a) the numerator of which is the sum of (i) the Class C Units held by such Participating Member or Non-Participating Member, as applicable, as of the date of such Capital Contribution but not giving effect thereto, plus (ii) an amount equal to (A) the amount of such Capital Contribution made by such Participating Member or Non-Participating Member, as applicable, divided by (B) the Deemed Per Unit Equity Value as of the date of such Capital Contribution, and (b) the denominator of which is the sum of (i) the outstanding Class C Units as of such date, plus (ii) an amount equal to (A) the aggregate amount of such Capital Contributions made by all Participating Members and Non-Participating Members, divided by (B) the Deemed Per Unit Equity Value as of the date of such Capital Contribution.

“Deemed Per Unit Equity Value” means, as of a particular date, the Equity Value as of such date, divided by the number of outstanding Class C Units and Class D Units as of such date without giving effect to Capital Contributions made on such date.

“Defaulting Unitholder” has the meaning set forth in Section 6.8(e).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and any successor to the Delaware Act.

“Dispute Notice” has the meaning set forth in Section 14.2.

“Distribution” means each distribution made by the LLC to a Unitholder with respect to such Person’s Units, whether in cash, property or securities of the LLC and whether by liquidating distribution, redemption, repurchase or otherwise; provided that any recapitalization or exchange or conversion of Units, redemption or repurchase of Units pursuant to this Agreement or any Equity Agreement and any subdivision (by Unit split or otherwise) or combination (by reverse Unit split or otherwise) of any outstanding Units shall not be deemed a Distribution.

“EBITDA” of any Person for any period, means the sum of (i) the consolidated earnings of such Person and its Subsidiaries for such period determined in accordance with GAAP plus (ii) the following expenses or charges to the extent deducted from consolidated earnings in such period (giving pro forma effect to the acquisition of any business during such period, as if such acquisition had been consummated on the first day of such period) as determined by the board of managers or other governing body of such Person:  interest expense, provision for Federal, state and local income taxes, depreciation expense, amortization expense (including amortization of deferred debt issuance costs), noncash compensation expense, loss on sale or other disposition of fixed assets, impairment charges, and other similar noncash charges and expenses which do not represent a cash item in such period or any future period, minus (iii) any benefit for Federal, state and local income taxes, gain on sale or other disposition of

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fixed assets, cash payments made with respect to noncash charges added back in prior periods and otherwise excluded, and all noncash items increasing consolidated earnings.  Notwithstanding anything to the contrary in the foregoing, “EBITDA” shall not include any trade and barter.

“ECC” means Emmis Communications Corporation and its successors.

“ECC Permitted Holders” means ECC and any of ECC’s direct or indirect wholly owned Subsidiaries.

“Effective Date” has the meaning set forth in the Preamble.

“Equity Agreement” means the Contribution Agreement, the Purchase Agreement, any Senior Management Agreement and any other agreement, document or instrument evidencing or effecting the issuance or other Transfer of any Equity Securities or otherwise governing the terms and conditions with respect to any Equity Securities, in each case as the same may be amended or otherwise modified from time to time.

“Equity Securities” means (i) Units or other equity interests in the LLC or a corporate successor thereto (including other classes, groups or series thereof having such relative rights, powers, and duties as may from time to time be established by the Board, including rights, powers, and/or duties senior to existing classes, groups and series of Units or other equity interests in the LLC), (ii) obligations, evidences of indebtedness, or other debt securities or interests convertible or exchangeable into Units or other equity interests in the LLC or a corporate successor thereto, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other equity interests in the LLC or a corporate successor thereto.

“Equity Value” as of a particular date means the Base Value as of such date less the aggregate amount of Indebtedness of the LLC and its Subsidiaries as of such date.

“Event of Withdrawal” means the death, retirement, resignation, expulsion, bankruptcy or dissolution of a Unitholder or the occurrence of any other event that terminates the continued membership of a Unitholder in the LLC.

“Excluded Unitholder” has the meaning set forth in Section 3.4.

“Excluded Unitholder Lender” has the meaning set forth in Section 3.8(b).

“Executive Manager” has the meaning set forth in Section 5.2(a)(iii).

“Exempt Transfers” has the meaning set forth in Section 10.1.

“Exercise Notice” has the meaning set forth in Section 6.8.

“Fair Market Value” means, as of any date, with respect to any property, the price at which such property is likely to be sold in an arm’s length transaction between a willing and able buyer and a willing and able seller, neither of which is an Affiliate of the other or under any

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compulsion to enter into such transaction, based on the then prevailing market conditions, taking into account all attendent circumstances.

“FCC” means the Federal Communications Commission.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31.

“Fiscal Year” has the meaning set forth in Section 8.2.

“Format Competitor” has the meaning set forth in Schedule C.

“Fund X/B Manager” has the meaning set forth in Section 5.2(a)(i).

“Fund X/C Manager” has the meaning set forth in Section 5.2(a)(ii).

“Governmental Entity” means the United States of America or any other nation, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government or any agency or department or subdivision of any governmental authority, including the United States federal government or any state or local government.

“GTCR” means GTCR LLC, a Delaware limited liability company.

“GTCR II” means GTCR Golder Rauner II, L.L.C., a Delaware limited liability company.

“GTCR Fund X/B” has the meaning set forth in the Preamble hereto.

“GTCR Fund X/C” has the meaning set forth in the Preamble hereto.

“GTCR Merlin” means GTCR Merlin Holdings, LLC, a Delaware limited liability company.

“Indebtedness” of a particular Person as of a particular date, means (without duplication) all (i) liabilities of such Person and its Subsidiaries for borrowed money, (ii) indebtedness of such Person and its Subsidiaries evidenced by notes, bonds, debentures or similar instruments, (iii) obligations of such Person or any of its Subsidiaries for the deferred purchase price of goods or services (other than trade payables or accruals in the Ordinary Course of Business), (iv) obligations of such Person or any of its Subsidiaries under capital leases, (v) obligations, contingent or otherwise, under bankers acceptance, letters of credit or similar facilities, (vi) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (vii) the principal amount of any mandatorily redeemable share capital of such Person or any of its Subsidiaries to the extent any such redemption has not been made as and when required, (viii) break fees or other breakage costs in respect of any outstanding derivatives contract, including any interest rate or currency swap or hedge agreement, (ix) obligations of such Person or any of its Subsidiaries in the nature

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of Guarantees of the obligations described in clauses (i) through (viii) above of any other Person, or any obligation of another Person secured by a lien on the assets or property of such Person, and (x) accrued interest, fees and other expenses, including prepayment penalties, premiums and other breakage fees, owed with respect to any of the obligations described in clauses (i) through (ix) above, in each case determined on a consolidated basis.  For the avoidance of doubt, Indebtedness of the LLC shall not include the Class A Units, Class B Units or any other LLC Interest.

“Independent Third Party” means any Person who is not a party hereto or an Affiliate of a party hereto, does not qualify as a Permitted Transferee and who, immediately prior to the contemplated transaction, does not own in excess of 5% of the LLC’s outstanding Class A Units, Class B Units or Residual Units (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant of any such 5% Owner or a trust for the benefit of any such 5% Owner and/or any such other Persons.

“Investor Equity” means (i) the Class A Units and Residual Units purchased by the Investors pursuant to the Purchase Agreement or any other Equity Agreement and any other Equity Securities issued to or acquired by the Investors (whether then held by the Investors or any of their respective Transferees, other than an employee or former employee of the LLC and/or any of its Subsidiaries) and (ii) any securities issued directly or indirectly with respect to the foregoing securities by way of a Unit split, Unit dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization.  As to any particular securities constituting Investor Equity, such securities shall cease to be Investor Equity when they have been (A) effectively registered under the Securities Act and Securities Exchange Act and disposed of in accordance with the registration statement covering them, (B) distributed to the public pursuant to Rule 144 under the Securities Act (or similar provision then in force) (C) redeemed or repurchased by the LLC or any of its Subsidiaries or any designee thereof or (D) Transferred to any Person who has not agreed to be bound by this Agreement as an Investor.

“Investor Manager” has the meaning set forth in Section 5.2(a)(ii).

“Investor Votes” has the meaning set forth in Section 5.3(a).

“Investors” means, collectively, GTCR Merlin, and any other investment fund managed by GTCR or GTCR II or any successor thereto that purchases Units and becomes an Additional Unitholder pursuant to Section 11.2.

“Insulated Unitholder” has the meaning set forth in Section 6.9.

“Liens” means any mortgage, pledge, security interest, encumbrance, lien, or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against the LLC, any Subsidiary or any Affiliate thereof, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to the LLC, any Subsidiary or any Affiliate under a lease which is not in the

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nature of a conditional sale or title retention agreement, or any subordination arrangement in favor of another Person (other than any subordination arising in the ordinary course of business).

“LLC” means Merlin Media, LLC, a Delaware limited liability company.

“LLC Interest” means the interest of a Unitholder in Profits, Losses, and Distributions.

“LMA Newco” means LMA Merlin Media, LLC, a Delaware limited liability company.

“Losses” means items of LLC loss and deduction determined according to Section 3.5.

“Majority Holders” means, at any particular time, the holders of a majority of the outstanding Class C Units.

“Manager” means a current member of the Board, who, for purposes of the Delaware Act, will be deemed a “manager” (as defined in the Delaware Act) but will be subject to the rights, obligations, limitations and duties set forth in this Agreement.

“Management Incentive Unit” means a Class D Unit issued pursuant to Section 3.9.

“Management Unitholder” means any holder of Management Incentive Units.

“Marketable Securities” means equity securities of a Person that are listed on the New York Stock Exchange or quoted on the Nasdaq Stock Market and are freely tradeable under the Securities Act by the recipient thereof.

“Market Value” shall mean, as of any date, in the case of Marketable Securities, the average of the last reported or quoted sales prices for the 20 consecutive trading days ended immediately preceding the date in question of a unit of such security on the New York Stock Exchange or Nasdaq Stock Market, as applicable.

“Material Default” has the meaning set forth in Section 6.8(d).

“Minimum Gain” means the partnership minimum gain determined pursuant to Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

“Mr. Homel” means Benjamin L. Homel, an individual.

“Net Loss” means, with respect to a Taxable Year, the excess, if any, of Losses for such Taxable Year over Profits for such Taxable Year (excluding Losses and Profits specially allocated pursuant to Sections 4.3 and 4.4).

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“Net Profit” means, with respect to a Taxable Year, the excess, if any, of Profits for such Taxable Year over Losses for such Taxable Year (excluding Profits and Losses specially allocated pursuant to Sections 4.3 and 4.4).

“Note” has the meaning set forth in Section 6.7(b)(viii).

“Notice” has the meaning set forth in Section 9.4(a).

“Offer Notice” has the meaning set forth in Section 10.11(a).

“Offered Units” has the meaning set forth in Section 10.11.

“Officer” means a person designated as an officer of the LLC to whom authority and duties have been delegated pursuant to Section 5.6, subject to any resolution of the Board appointing such person as an officer or relating to such appointment.

“Other Business” has the meaning set forth in Section 6.5.

“Other Unitholders” has the meaning set forth in Section 10.2(a).

“Ownership Threshold” shall be considered satisfied by the Contributors at any time that the Contributors and their Permitted Transferees collectively hold at least the greater of (x) one-half of the Class C Units originally issued to the Contributors on the “Closing Date” (as defined in the Contribution Agreement), subject to appropriate adjustments to reflect any Unit splits, reverse Unit splits, Unit dividends, or other divisions or combinations of securities, whether through recapitalization, merger, consolidation or otherwise effecting following the Closing Date and (y) 10% of the outstanding Class C Units).

“Participating Member” means each Commitment Member that makes in full a Capital Contribution required to be made by such Commitment Member pursuant to Section 3.3(a)(i).

“Participation Notice” has the meaning set forth in Section 3.4.

“Participation Threshold” has the meaning set forth in Section 3.9.

“Permitted Transferee” means, as to any particular Person, (a) in the case of any individual, (i) any member of such individual Person’s immediate family, which shall include spouse, siblings, children and grandchildren (in each case whether natural or adopted) (herein, a “Family Member”), (ii) any trust, corporation, partnership or limited liability company all of the beneficial interests in which shall be held by such Person and/or one or more of such  Person’s Family Members, (but, in each case, only for so long as such Transferee remains a Permitted Transferee of such Person) and (b) with respect to the Contributors, their respective Affiliates; provided that all of the equity interests of each such Affiliate are owned directly or indirectly by ECC or an ECC Permitted Holder.

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“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a Governmental Entity.

“Pro Rata Basis” means, as determined with respect to any particular expense, liability or obligation incurred (or amount of proceeds withheld) in connection with any Transfer of Equity Securities pursuant to Section 10.2 or any Approved Sale, with respect to each Unitholder participating in such Transfer or Approved Sale, the amount such Unitholder’s proceeds would be reduced as a percentage of the aggregate reduction in proceeds to all such participating Unitholders assuming the Total Equity Value Proceeds implied by such Transfer or Approved Sale were being distributed to all Units held by such participating Unitholders in accordance with Section 4.1(a) in connection with such Transfer or Approved Sale and as if such expense, liability or obligation were incurred and satisfied (or such amount of proceeds were withheld) prior to such distribution out of proceeds of such Transfer or Approved Sale.

“Pro Rata Share” means, with respect to each Unit, the proportionate amount such Unit would receive if an amount equal to the Total Equity Value were distributed to all Unitholders in accordance with Section 4.1(a), and with respect to each Unitholder, such Unitholder’s pro rata share of the Total Equity Value Proceeds represented by all Units owned by such Unitholder.  If cash, Marketable Securities or other consideration are being allocated for purposes of a Sale of the LLC, then each holder shall receive the same relative portion of each form of consideration with respect to its Units.

“Proceeding” has the meaning set forth in Section 7.2.

“Professional Services Agreement” means that certain Professional Services Agreement, dated as of the date hereof, between GTCR Management X LP, a Delaware limited partnership, and the LLC.

“Profits” means items of LLC income and gain determined according to Section 3.5.

“Proportional Share” has the meaning set forth in Section 3.4.

“Protected Programming” has the meaning set forth in Schedule C. 

“Public Offering” means any sale of the common equity securities of the LLC (or a corporate successor thereto) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission; provided that any issuance of common equity securities or rights to acquire common equity securities to employees of the LLC or its Subsidiaries as part of an incentive or compensation plan shall not be considered or deemed to be a Public Offering.

“Purchase Agreement” means that certain Purchase Agreement, dated as of June 20, 2011, by and among GTCR Merlin, Mr. Homel, Emmis Radio License, LLC, a Delaware limited liability company and the Contributors, as amended or modified from time to time in accordance with its terms.

“Qualified Public Offering” means any Public Offering with anticipated proceeds equal to or greater than One Hundred Million Dollars ($100,000,000) in which the common

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equity of the LLC or the entity formed pursuant to Section 15.7(b) to undertake a Public Offering is listed on the NASDAQ Stock Market or the New York Stock Exchange.

“Qualified Purchaser” has the meaning set forth in Section 10.11.

“Qualified Unitholders” means the Investors, the Contributors and Mr. Homel.

“Registration Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among the LLC, the Investors (or one or more Affiliates thereof), the Contributors (or one or more Affiliates thereof) and the other Persons party thereto from time to time, as the same may be amended or modified from time to time in accordance with its terms.

“Regulatory Allocations” has the meaning set forth in Section 4.3(f).

“Rejection Date” has the meaning set forth in Section 10.11(c).

“Residual Units” means the Class C Units and/or the Class D Units.

“Rightholders” has the meaning set forth in Section 10.11.

“ROFO Sellers” has the meaning set forth in Section 10.11.

“Sale Notice” has the meaning set forth in Section 10.2(a).

“Sale of the LLC” means any transaction or series of transactions pursuant to which any Person other than an Investor acquires, directly or indirectly (whether by purchase, merger, consolidation, reorganization, combination, or otherwise) (i) a majority of the outstanding equity securities of the LLC or (ii) all or substantially all of the business and assets of the LLC’s and its Subsidiaries’ determined on a consolidated basis; provided that all of Unitholders receive their Pro Rata Share of the total proceeds of such transaction(s) (treating all cash, the Market Value of any Marketable Securities and any other consideration received by Unitholders as being the Fair Market Value of the business and assets of the LLC); and provided that a Qualified Public Offering shall not constitute a Sale of the LLC.

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations.  Any reference herein to a specific section, rule, or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules, or regulations.  Any reference herein to a specific section, rule, or regulation of the Securities Exchange Act shall be deemed to include any corresponding provisions of future law.

“Senior Management Agreement” means any agreement for the sale of Equity Securities by the LLC to any employees or other service providers of the LLC or any of its Subsidiaries (other than any Person appointed as a Manager by any Unitholder), including any securities purchase agreement, senior management agreement or any other agreement that is

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designated as a “Senior Management Agreement” and approved by the Board, entered into from time to time by the LLC or any Subsidiary of the LLC and an executive or other service provider of the LLC or any Subsidiary of the LLC, as the same may be amended or modified from time to time pursuant in accordance with its terms.

“Specified Person” has the meaning set forth in Section 6.5.

“Subject Unitholders” has the meaning set forth in Section 15.2(b)(ii).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director, general partner, manager, or similar governing body of such limited liability company, partnership, association, or other business entity.  For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the LLC.

“Substituted Unitholder” means a Person that is admitted to the LLC as a Unitholder pursuant to Section 11.1.

“Tax” means any federal, state, local, or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee, or other withholding, or other tax, of any kind whatsoever, including any interest, penalties, or additions to tax or additional amounts in respect of the foregoing.

“Tax Distribution” has the meaning set forth in Section 4.1(b).

“Tax Matters Partner” has the meaning set forth in Section 9.3.

“Taxable Year” means the taxable period required by Section 706 of the Code and the Treasury Regulations promulgated thereunder.

“Total Equity Value Proceeds” means the aggregate proceeds which would be received by the Unitholders in respect of the Units if: (i) the entire business and assets of the

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LLC were sold for cash at their Fair Market Value; (ii) the LLC satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the Board with respect to any contingent or other liabilities) other than liabilities to creditors who hold evidence of indebtedness for borrowed money, the payment of which is already reflected in the calculation of the Fair Market Value, and assuming that all of the convertible debt and other convertible securities were repaid or converted (whichever yields cash to the holders of such convertible securities as required by the terms of such convertible securities) and all options and warrants to acquire Units (whether or not currently exercisable) that have an exercise price below the Fair Market Value of such Units were exercised and the exercise price therefor paid; and (iii) such net sale proceeds were then distributed in accordance with Section 4.1(a).

“Transaction Documents” means this Agreement, the Registration Agreement, the Contribution Agreement, or any other Related Documents (as defined in the Purchase Agreement), each Equity Agreement, and any side agreements related to any of the foregoing, and all other agreements, instruments, certificates and other documents entered into or delivered by any Unitholder in connection with the transactions contemplated hereby or thereby.

“Transfer” means any direct or indirect sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Unit (or any interest therein) (whether with or without consideration, whether voluntarily or involuntarily and including by operation of law) or the acts thereof or an offer or agreement to do the foregoing, but explicitly excluding conversions or exchanges of one class of Unit to or for another class of Unit; provided that, with respect to any Contributor, the sale of equity securities (other than to an ECC Permitted Holder) or a change of control of any entity that holds equity securities, directly or through one or more other entities, of such Contributor (other than a sale of equity securities or change of control of ECC or any direct or indirect sale of all or substantially all of the assets or the radio broadcasting business of ECC and its subsidiaries) shall be deemed a Transfer of any Units held by such Contributor; provided, further, that, notwithstanding the foregoing, in no event shall the following be deemed a Transfer of any Units held by such Contributor: (x) any sale of equity securities or change of control of ECC or any direct or indirect sale of all or substantially all of the assets or the radio broadcasting business of ECC and its subsidiaries, (y) sale of equity securities to any ECC Permitted Holder or any change of control of any ECC Permitted Holder so long as the resulting controlling party remains another ECC Permitted Holder, at least a majority of the equity capital of such selling ECC Permitted Holder is held directly or indirectly by one or more ECC Permitted Holders and such sale would not cause the LLC to be in violation of, or unable to certify compliance with, any applicable Law, including any foreign ownership rule or regulation of the FCC, or create any material risk of loss of any FCC license or other material approval or permit or (z) any pledge of or security interests in its Units granted by the Contributors to its lenders or administrative agent pursuant to that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006, as amended, by and among Emmis Operating Company, an Indiana corporation, Emmis Communications Corporation, an Indiana corporation and the lenders party thereto, or any other lender or agent in connection with a bona fide financing for Indebtedness incurred by such Contributor or its Affiliates.  The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

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“Transferring Unitholder” has the meaning set forth in Section 10.2(a).

“Treasury Regulations” means the income tax regulations promulgated under the Code and effective as of the date hereof.  Such term shall, at the election of the Board in its sole discretion, be deemed to include any future amendments to such regulations and any corresponding provisions of succeeding regulations (whether or not such amendments and corresponding provisions are mandatory or discretionary).

“Unit” means an LLC Interest of a Unitholder in the LLC representing a fractional part of the LLC Interests of all Unitholders and shall include Class A Units, Class B Units, Class C Units and Class D Units; provided that any class, group or series of Units issued shall have the relative rights, powers and duties set forth in this Agreement, and the LLC Interest represented by such class, group or series of Units shall be determined in accordance with such relative rights, powers and duties set forth in this Agreement.

“Unitholder” means any owner of one or more Units as reflected on the LLC’s books and records, and any person admitted to the LLC as an Additional Unitholder or Substituted Unitholder, but in each case only for so long as such person is shown on the LLC’s books and records as the owner of one or more Units.  For purposes of the Delaware Act, the Unitholders shall constitute the “members” (as defined in the Delaware Act) of the LLC.

“Unitholder Lender” has the meaning set forth in Section 3.8(b).

“Unpaid Commitment Amount” means, with respect to any Commitment Member at any time after the Effective Date, an amount equal to:  (i) such Commitment Member’s Capital Commitment, minus (ii) the cumulative Capital Contributions of such Commitment Member contributed pursuant to Section 3.3(a) after the Effective Date and prior to the time of such determination.

“Valuation Procedures” means, with respect to any determination of Fair Market Value required hereunder, that such determination is made by the Board (or, if pursuant to Section 13.2, the liquidator) and, except in the case of a determination for purposes of Section 3.9(b) Management Incentive Units or any determination of Book Value, notice of such determination is provided to Unitholders; provided that if a Dispute Notice is delivered in accordance with Section 14.2, then such determination shall be made by the Independent Appraiser in accordance with Section 14.2 hereof.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1           Formation.  The LLC has been organized as a Delaware limited liability company by the filing of the Certificate with the Secretary of State of the State of Delaware under and pursuant to the Delaware Act and shall be continued in accordance with this Agreement.  The rights and liabilities of the Unitholders shall be determined pursuant to the Delaware Act and this Agreement.  To the extent that the rights or obligations of any Unitholders are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Delaware Act, shall control

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over the Delaware Act; provided that, notwithstanding the foregoing, Section 18-210 of the Delaware Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement and the Unitholders hereby waive any rights under such section of the Delaware Act.  This Agreement shall constitute the “limited liability company agreement” (as defined in the Delaware Act) of the LLC for purposes of the Delaware Act.

Section 2.2           The Certificate, Etc.  The Certificate was filed with the Secretary of State of the State of Delaware on June 17, 2011.  The Unitholders hereby agree to execute, file and record all such other certificates and documents, including amendments to the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the LLC may own property or conduct business.

Section 2.3           Name.  The name of the LLC shall be “Merlin Media, LLC”.  The Board in its sole discretion may change the name of the LLC at any time and from time to time.  Notification of any such change shall be given to all Unitholders.  The LLC’s business may be conducted under its name and/or any other name or names deemed advisable by the Board.

Section 2.4           Purpose.  The purpose and business of the LLC shall be to engage in any lawful act or activity which may be conducted by a limited liability company formed pursuant to the Delaware Act and to engage in all activities necessary or incidental to the foregoing.  Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the LLC to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

(a)           Board of Managers.  Subject to the provisions of this Agreement, the Contribution Agreement, the Purchase Agreement, the Registration Agreement and the other agreements contemplated hereby and thereby, (i) the LLC may, with the approval of the Board, enter into and perform under any and all documents, agreements and instruments, all without any further act, vote or approval of any Unitholder, and (ii) the Board may authorize any Person (including any Unitholder or Officer) to enter into and perform under any document, agreement or instrument on behalf of the LLC.

(b)           Merger.  Subject to the provisions of this Agreement, the Contribution Agreement, the Purchase Agreement and the other agreements contemplated hereby and thereby, the LLC may, with the approval of the Board and the Majority Holders and without the need for any further act, vote or approval of any Unitholder or class, group or series of Unitholders, except as otherwise specified herein, merge with, or consolidate into, another limited liability company (organized under the laws of Delaware or any other state), a corporation (organized under the laws of Delaware or any other state) or “other business entity” (as defined in Section 18-209(a) of the Delaware Act), regardless of whether the LLC or such other entity is the survivor.  If a merger is used as a means of effecting the intent of Section 15.7 of this Agreement, then the provisions of that Section shall apply to such transaction.

Section 2.5           Powers of the LLC.  Subject to the provisions of this Agreement, the Contribution Agreement, the Purchase Agreement and the other agreements contemplated hereby

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and thereby, the LLC shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.4, to the extent the same may be lawfully exercised by limited liability companies under the Delaware Act.

Section 2.6           Foreign Qualification.  Prior to the LLC’s conducting business in any jurisdiction other than the State of Delaware, the LLC shall comply, to the extent procedures are available and those matters are reasonably within the control of the LLC, with all requirements necessary to qualify the LLC as a foreign limited liability company in that jurisdiction.  At the request of the Board or any Officer, each Unitholder shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the LLC as a foreign limited liability company in all such jurisdictions in which the LLC may conduct business.

Section 2.7           Principal Office; Registered Office.  The principal office of the LLC shall be located at such place as the Board may from time to time designate, and all business and activities of the LLC shall be deemed to have occurred at its principal office.  The LLC may maintain offices at such other place or places as the Board deems advisable.  Notification of any such change shall be given to all Unitholders.  The registered office of the LLC required by the Delaware Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the LLC) as the Board may designate from time to time in the manner provided by law.  The registered agent of the LLC in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law.

Section 2.8           Term.  The term of the LLC commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in existence until termination and dissolution thereof in accordance with the provisions of Article XIII.

Section 2.9           No State-Law Partnership.  The Unitholders intend that the LLC not be a partnership (including a limited partnership) or joint venture and that no Unitholder be a partner or joint venturer of any other Unitholder by virtue of this Agreement (except for tax purposes as set forth in the next succeeding sentence of this Section 2.9), and neither this Agreement nor any other document entered into by the LLC or any Unitholder relating to the subject matter hereof shall be construed to suggest otherwise.  The Unitholders intend that the LLC shall be treated as a partnership for federal and, to the extent applicable, state and local income and franchise tax purposes and that each Unitholder and the LLC shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment, in each case except as required by applicable law and except as provided in the next succeeding sentence of this Section 2.9 or in Section 15.7(b).  Without the consent of the Board, the LLC shall not make an election to be treated as a corporation for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3 (or any successor regulation or provision) or, to the extent applicable, state or local income or franchise tax purposes.

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ARTICLE III

UNITS; CAPITAL ACCOUNTS

Section 3.1           Units.

(a)           Authorized Units.  Subject to Section 3.3 and Section 6.7, the total Units which the LLC has authority to issue shall be determined by the Board from time to time (which determination the Board shall cause to be reflected as a supplement to Schedule A attached hereto) and shall initially consist of [_______] Class A Units, [_______] Class B Units,[_______]Class C Units and [_______]Class D Units.5  The LLC may issue fractional Units.

(b)           Capital Contributions; Schedule of Unitholders.  Each Person named on Schedule A6 has made Capital Contributions to the LLC as set forth on Schedule A in exchange for the Units specified thereon.  Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended, supplemented and in effect from time to time.  Each Person listed on Schedule A, upon (i) such Person’s execution of this Agreement or a counterpart signature page hereto and (ii) receipt (or deemed receipt) by the LLC of such Person’s Capital Contribution as set forth on Schedule A, is hereby admitted to the LLC as a Unitholder of the LLC.  The Board may in its discretion issue certificates to the Unitholders representing the Units held by each Unitholder.  The Board may in its discretion provide any Unitholder (other than the Investors and the Contributors) with Schedule A in summary form and may omit the amount of Capital Contributions made by and Units held by each other Unitholder.

(c)           Adjustments to Residual Units.  If the LLC at any time subdivides (by any Unit split or otherwise) the Residual Units into a greater number of Units, such subdivision shall divide each class of Residual Units proportionately, and if the LLC at any time combines (by reverse Unit split or otherwise) the Residual Units into a smaller number of Units, such combination shall combine each class of Residual Units proportionately.

(d)           Representations and Warranties of Unitholders.  Each Unitholder hereby represents and warrants to the LLC and acknowledges that:  (i) such Unitholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the LLC and making an informed investment decision with respect thereto; (ii) such Unitholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the LLC and has had answered to such Unitholder’s satisfaction any and all questions regarding such information; (iii) such Unitholder is able to bear the economic and financial risk of an investment in the LLC for an indefinite period of time; (iv) such Unitholder is acquiring interests in the LLC for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (v) the interests in the LLC have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (vi) such

5 To be completed at Closing and take into account the elections made by the Contributors per Section 1.6 of the Contribution Agreement and Section 1.3 of the Purchase Agreement.

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Unitholder is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (unless otherwise disclosed in writing to the LLC); (vii) to the extent applicable, the execution, delivery and performance of this Agreement have been duly authorized by such Unitholder and do not require such Unitholder to obtain any consent or approval that has not been obtained and do not contravene or result in a default under any provision of any law or regulation applicable to such Unitholder or other governing documents or any agreement or instrument to which such Unitholder is a party or by which such Unitholder is bound; (viii) the determination of such Unitholder to purchase interests in the LLC has been made by such Unitholder independent of any other Unitholder and independent of any statements or opinions as to the advisability of such purchase, which may have been made or given by any other Unitholder or by any agent or employee of any other Unitholder; (ix) no other Unitholder has acted as an agent of such Unitholder in connection with making its investment hereunder and that no other Unitholder shall be acting as an agent of such Unitholder in connection with monitoring its investment hereunder; (x) the interests in the LLC were not offered to such Unitholder by means of general solicitation or general advertising; (xi) this Agreement is valid, binding and enforceable against such Unitholder in accordance with its terms; and (xii) such Unitholder is a resident of, or if not a natural person has its principal place of business in, the state listed for notices to such Unitholder on Schedule A.

(e)           No Liability of Unitholders.

(i)           No Liability.  Except as otherwise required by applicable law and as expressly set forth in this Agreement, no Unitholder shall have any personal liability whatsoever in such Unitholder’s capacity as a Unitholder, whether to the LLC, to any of the other Unitholders, to the creditors of the LLC or to any other third party, for the debts, liabilities, commitments or any other obligations of the LLC or for any losses of the LLC.  Each Unitholder shall be liable only to make such Unitholder’s Capital Contribution to the LLC and the other payments provided expressly herein.

(ii)           Distribution.  In accordance with the Delaware Act and the laws of the State of Delaware, a member of a limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member.  It is the intent of the Unitholders that no Distribution to any Unitholder pursuant to Article IV shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act.  The payment of any such money or distribution of any such property to a Unitholder shall be deemed to be a compromise within the meaning of the Delaware Act, and the Unitholder receiving any such money or property shall not be required to return to any Person any such money or property.  However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Unitholder is obligated to make any such payment, such obligation shall be the obligation of such Unitholder and not of any other Unitholder.

Section 3.2           Unitholder Meetings.

(a)           Quorum; Voting of Class C Unitholders.  A quorum shall be present at a meeting of Class C Unitholders if the Majority Holders are represented at the meeting in person or by proxy.  With respect to any matter, other than a matter for which the affirmative vote of the holders of a specified portion of Class C Unitholders entitled to vote is required by the

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non-waivable provisions of the Delaware Act (if any) or by this Agreement, the affirmative vote of the Majority Holders at a meeting of Class C Unitholders at which a quorum is present shall be the act of the Class C Unitholders.

(b)           Place.  All meetings of the Class C Unitholders shall be held at the principal place of business of the LLC or at such other place within or without the State of Delaware as shall be specified or fixed in the notices or waivers of notice thereof; provided that any or all Class C Unitholders may participate in any such meeting by means of conference telephone or similar communications equipment pursuant to Section 3.2(j).

(c)           Adjournment.  Notwithstanding the other provisions of the Certificate or this Agreement, the chairman of the meeting or the Majority Holders shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting.  If such meeting is adjourned by the chairman of the meeting, such time and place shall be determined by a vote of the Majority Holders.  Upon the resumption of such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.

(d)           Meetings.  Meetings of the Class C Unitholders for any proper purpose or purposes may be called at any time by the Board or the Majority Holders.  If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining Class C Unitholders entitled to call a meeting is the date any Class C Unitholder first signs the notice of that meeting.  Only business within the purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a meeting of the Class C Unitholders.

(e)           Notice.  A written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each Class C Unitholder entitled to vote at such meeting not less than five nor more than 30 days before the date of the meeting by or at the direction of the Board or the Class C Unitholders calling the meeting.

(f)           Written Consent in Lieu of Meeting.  Any action required or permitted to be taken at any meeting of Class C Unitholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all Class C Unitholders.  Every written consent shall bear the date of signature of each Class C Unitholder who signs the consent.  No written consent shall be effective to take the action that is the subject to the consent unless, within 60 days after the date of the earliest dated consent delivered to the LLC in the manner required by this Section 3.2(f), a consent or consents signed by all other Class C Unitholders are delivered to the LLC by delivery to its registered office, its principal place of business or the chief executive officer in each case, in accordance with Section 15.15.  Any such delivery to the LLC’s principal place of business shall be addressed to the chief executive officer.  A telegram, telex, cablegram, electronic mail or similar transmission by a Class C Unitholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Class C Unitholder, shall be regarded as signed by the Class C Unitholder for purposes of this Section 3.2(f).

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(g)           Record Date.  Unless otherwise determined by the Board, the date on which notice of a meeting of Class C Unitholders is given, the first date on which a signed written consent is delivered to the LLC setting forth the action taken or proposed to be taken, or the date on which the resolution of the Board declaring a Distribution is adopted, as the case may be, shall be the record date for the determination of the Class C Unitholders entitled to notice of or to vote at such meeting (including any adjournment thereof) or to consent to such action in writing without a meeting or the Class C Unitholders or to receive such Distribution, as the case may be.

(h)           Proxies.  A Class C Unitholder may vote either in person or by proxy executed in writing by the Class C Unitholder.  An email or similar transmission by the Class C Unitholder, or a photographic, photostatic, facsimile, electronically transmitted copy in portable document format (pdf) or similar reproduction of a writing executed by the Class C Unitholder shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 3.2(h).  Proxies for use at any meeting of Class C Unitholders or in connection with the taking of any action by written consent pursuant to Section 3.2(f) shall be filed with the Secretary of the LLC (or such other Person designated by the Board), before or at the time of the meeting or execution of the written consent, as the case may be.  The Secretary of the LLC (or such other Person designated by the Board) shall decide all questions concerning the validity of the proxies and the acceptance or rejection of votes.  No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.  A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.  Should a proxy designate two or more Persons to act as proxies with respect to any issue, the LLC shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the Class C Units that are the subject of such proxy are to be voted with respect to such issue.

(i)           Voting Rights.  Except as expressly provided in this Agreement or by non-waivable provisions of the Delaware Act, the Unitholders shall not have any voting or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person, including with respect to any matters to be decided by the LLC or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent or voting rights (except to the extent expressly provided in this Agreement) or other rights to participate in the governance of the LLC, whether such rights may be provided under the Delaware Act or otherwise.  Except as expressly provided in this Agreement or non-waivable provisions of the Delaware Act, the holders of Class C Units shall be entitled to vote on all matters submitted to the Class C Unitholders for a vote with each Class C Unit entitled to one vote.  In any matter submitted to the holders of Class A Units for a vote (if any), the holders of Class A Units shall be entitled to vote as a single class and each holder of Class A Units shall be entitled to one vote for each dollar of Class A Unreturned Capital with respect to such holder’s Class A Units.  In any matter submitted to the holders of Class B Units for a vote (if any), the holders of Class B Units shall be entitled to vote as a single class and each holder of Class B Units shall be entitled to one vote for each dollar of Class B Unreturned Capital with respect to such holder’s Class B Units.  In any matter submitted to the holders of Class D Units for a vote (if any), the holders of Class D Units shall be entitled to vote on all matters submitted to the holders of Class D Units for a vote with each Class D Unit entitled to one vote,

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(j)           Telephone Conference.  Unitholders may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(k)           Vote of Other Classes.  In the event any non-waivable provisions of the Delaware Act require a vote of the holders of Class A Units, Class B Units or Class D Units, the provisions of Section 3.2(a) through (j) shall apply mutatis mutandis as if such Class A Units, Class B Units or Class D Units were Class C Units and the holders of a majority of the outstanding votes of each such class were the Majority Holders.

Section 3.3           Issuance of Additional Units and Interests.

(a)           Additional Capital Contributions After the Effective Date.

(i)           The Investors, the Contributors and Mr. Homel shall make additional Capital Contributions (and receive additional Class A Units with respect thereto), in each case in cash in proportion to their respective Commitment Ratios in amounts as shall be determined by the Board for investments and other expenditures which have been approved by the Board in its sole discretion.

(ii)           None of the Investors, Mr. Homel or the Contributors (collectively, the “Commitment Members”, and each, a “Commitment Member”) shall be obligated to make any Capital Contribution that exceeds its Unpaid Commitment Amount or is not in proportion to its Commitment Ratio.  Notwithstanding anything in this Agreement to the contrary, the LLC shall not issue any Equity Securities other than pursuant to this Section 3.3(a) or Section 3.3(c) until such time as the Unpaid Commitment Amount of each Commitment Member equals zero.

(iii)           Each time a properly authorized request for additional Capital Contributions is to be made, the LLC shall give each Commitment Member a written notice specifying (A) the aggregate amount of the Capital Contribution requested and such Commitment Member’s share thereof, and (B) wire instructions for the account into which such Capital Contribution shall be made (a “Call Notice”).  The Commitment Members will make any Capital Contributions required hereunder, within seven (7) days of the date that a Call Notice is given by the LLC, subject to any extension necessary to pursue any required regulatory approvals or clearances.

(iv)           In the event that any Commitment Member fails to pay any portion of its additional Capital Contribution within the time period specified in Section 3.3(a)(iii) (each such amount not paid is referred to herein as the “Non-Participation Amount”), such Commitment Member (a “Non-Participating Member”) shall be deemed to have elected not to make the full Capital Contribution set forth in the Call Notice, and the following provisions shall apply (which, except as provided in Section 3.5, shall be the sole and exclusive remedy for such Commitment Members’ failure to pay any Capital Contributions contemplated by this Section 3.3).

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(A)           The Unpaid Commitment Amount of such Non-Participating Member shall automatically and without any further action on the part of any party hereto be adjusted so that such Unpaid Commitment Amount equals the product of (i) such Non-Participating Member’s Deemed Liquidation Percentage (after giving effect to such Capital Contribution) multiplied by (ii) an amount determined by dividing (x) the sum of the Unpaid Commitment Amounts of the Participating Members by (y) the sum of the Deemed Liquidation Percentages of the Participating Members (after giving effect to such Capital Contribution, including any increase in such Capital Contribution pursuant to Section 3.3(a)(iv)(B)).

(B)           The Board shall promptly give written notice of the non-participation to the Commitment Members (each such notice shall be referred to herein as a “Non-Participation Notice”).  Upon receipt of a Non-Participation Notice, each Commitment Member (other than a Non-Participating Member) shall have the right for ten (10) days following receipt of such Non-Participation Notice to elect to make additional Capital Contributions up to its Commitment Ratio (after giving effect to the reduction of the Unpaid Commitment Amount of such Non-Participating Member pursuant to Section 3.3(a)(iv)(A)) of the aggregate amount of the Non-Participation Amount.  The procedure set forth in this Section 3.3(a)(iv)(B) may be repeated until the Participating Members have elected to make Capital Commitments pursuant to such provisions equal to the Non-Participation Amount.  The Participating Members shall make such Capital Contributions on a date reasonably agreed to by such Participating Members and the LLC, subject to any extension necessary to pursue any required regulatory approvals or clearances.

(C)           The Class C Units of each Participating Member and Non-Participating Member shall be adjusted by the LLC so that such Participating Member or Non-Participating Member shall hold a number of Class C Units equal to its Deemed Liquidation Percentage of the outstanding Class C Units.  In the event the LLC issues certificates representing Class C Units, each Non-Participating Member shall deliver to the LLC, free and clear of all liens and encumbrances, certificates or other documents, duly endorsed for transfer, and the LLC shall issue to each Participating Member certificates to give effect to the foregoing.  The rights and obligations set forth in this Section 3.3(a)(iv)(C) shall continue in full force and effect so long as any Commitment Member has any Unpaid Commitment Amount, and may be enforced with respect to a Capital Contribution pursuant to this Section 3.3(a) against a Person that was a Non-Participating Member in a prior Capital Contribution pursuant to this Section 3.3(a) and whose Unpaid Commitment Amount was reduced pursuant to Section 3.3(a)(iv)(A) in connection with such prior Capital Contribution.

(b)           Additional Securities.  Subject to compliance with the provisions of this Agreement, the Contribution Agreement, the Purchase Agreement and the Registration Agreement, the Board shall have the right at any time and from time to time after the aggregate Capital Commitments of the Investors equal zero to cause the LLC to create and/or issue Units or other Equity Securities (including other classes, groups or series thereof having such relative rights, powers, and/or obligations as may from time to time be established by the Board, including rights, powers, and/or obligations different from, senior to or more favorable than existing classes, groups and series of Units or other Equity Securities).  Notwithstanding anything herein to the contrary, the Board shall have the power to amend this Agreement and/or Schedule A to reflect such additional issuances and dilution and to make any such other

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amendments as it deems necessary or desirable to reflect such additional issuances made in accordance with this Agreement.  Any Person who acquires Units or other Equity Securities may be admitted to the LLC as a Unitholder pursuant to the terms of Section 11.2.  If any Person acquires Units or other Equity Securities or is admitted to the LLC as an additional Unitholder, Schedule A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be.  It is understood that no Unitholder shall have any right to consent or object to any terms (including valuation) of any issuance of Units or other Equity Securities, so long as (i) the LLC has complied with Section 3.4 and Section 6.7 in connection with such issuance and (ii) except in the event the proceeds of such issuance are to be used to satisfy or prevent any breach or default under any Indebtedness of the LLC or a Bankruptcy Event of the LLC, any such issuance to the Investors includes a purchase price for such Units not less than the price implied by the Equity Value at the time of issuance.

(c)           Additional Capital Contributions in Connection with the Effective Date.

(i)           In the event the Contributors have not elected to make a Capital Contribution as described in Section 1.3 of the Purchase Agreement, then at the Effective Date the Investors shall make Capital Contributions in an aggregate amount equal to the difference, if any, between $20,000,000 and the amount of capital contributions that have been made prior to the Effective Date to LMA Newco, such that, after giving effect to the issuance, purchase and sale of Units under the Purchase Agreement and Related Documents, the ownership of Units shall be as set forth on Schedule 3.3(c) in the table in the column entitled “Alternative 1” which corresponds to the option elected by the Sellers in the Election Notice delivered pursuant to Section 1.6 of the Contribution Agreement.

(ii)           In the event the Contributors have elected to make a Capital Contribution as described in Section 1.3 of the Purchase Agreement, then each of the Investors, Mr. Homel, the Contributors and the other Unitholders shall at the Effective Date be issued Units such that, after giving effect to the issuance, purchase and sale of Units under the Purchase Agreement and Related Documents, the ownership of Units is as set forth on Schedule 3.3(c) in the table in the column entitled “Commitment Fulfilled” which corresponds to the option elected by the Sellers in the Election Notice delivered pursuant to Section 1.6 of the Contribution Agreement (the “Applicable Table”).  At the Effective Date, the Investors and Mr. Homel shall make such Capital Contributions or be returned such capital by the LLC such that, after giving effect to the capital contributions to LMA Newco they have made prior to the Effective Date and their acquisition of Units under the Purchase Agreement, their aggregate Capital Contributions and purchase price paid under the Purchase Agreement, and Class A Unreturned Capital, corresponds to the number and type of Units set forth on the Applicable Table assuming a contribution and price of $1.00 per Unit.  In the event that capital is so returned, such return shall not be treated as a Distribution subject to Section 4.1.Within sixty (60) days after the Effective Date, the Contributors shall make such Capital Contributions such that their aggregate Capital Contributions, together with the issuance of Units under the Contribution Agreement and sales of Units under the Purchase Agreement, and Class B Unreturned Capital, correspond to the number and type of Units set forth on the Applicable Table assuming a contribution and price of $1.00 per Unit.

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(iii)           In the event the Contributors have elected to make a Capital Contribution as described in Section 1.3 of the Purchase Agreement, but fail to make in full the Capital Contributions required by Section 3.3(c)(ii) within sixty (60) days after the Effective Date, the Investors shall make Capital Contributions to the LLC in an aggregate amount equal to the amount tobe funded by the Contributors under Section 3.3(c)(ii), assuming a contribution and purchase price of $1.00 per Unit, and the LLC shall cause the Units held by all Unitholders to be increased or decreased, as applicable and the Class A Unreturned Capital increased, such that the number of Units and the Class A Unreturned Capital and Class B Unreturned Capital of each Unitholder, as applicable, shall equal those set forth in the table under the column entitled “Commitment Not Fulfilled” on Schedule 3.3(c) which corresponds to the Applicable Table and Schedule A shall be revised accordingly.

Section 3.4           Preemptive Rights.

(a)           Except for issuances of:

(i)            Units set forth on Schedule A as of the date hereof (including, for the avoidance of doubt, any Capital Contributions made after the date hereof in respect of Class A Units or Class B Units set forth on Schedule A hereto);

(ii)           Class A Units, Class B Units and/or Class C Units issued pursuant to Section 3.3(a) or Section 3.3(c) hereof;

(iii)          Equity Securities upon exercise, conversion or exchange of debt securities or Equity Securities which were issued in compliance with (including if such issuances were exempt from) this Section 3.4 (to the extent such issuance is effected pursuant to the original terms of any such debt securities or other Equity Securities);

(iv)          Equity Securities to effectuate a transaction in accordance with Section 15.7 of this Agreement;

(v)           Equity Securities in connection with a restructuring (other than such securities received in return for new capital invested in connection with such restructuring); or

(vi)          Units in connection with any Unit split or any subdivision of Units, Unit dividend or similar recapitalization of the LLC or any of its Subsidiaries;

if the LLC proposes to issue or sell any Equity Securities, the LLC shall offer to each Qualified Unitholder holding Class C Units (other than Excluded Unitholders) by written notice from the LLC (describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and such Qualified Unitholder’s Proportional Share) (the “Participation Notice”) the right to purchase a portion of such Equity Securities being purchased equal to the quotient obtained by dividing (1) the aggregate number of Class C Units held by such Qualified Unitholder, by (2) the aggregate number of Class C Units held by all Qualified Unitholders other than Excluded Unitholders (such Qualified Unitholder’s “Proportional Share”); provided that no Qualified Unitholder who either (x) would be entitled to purchase less

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than $10,000 of such Equity Securities after determination of such holder’s Proportional Share, (y) is not an “accredited investor” as such term is defined in the Securities Act and the rules and regulations promulgated thereunder or (z) at any time has breached or is in breach of any noncompetition, nonsolicitation, confidentiality or similar restrictive provisions to which such Qualified Unitholder is bound pursuant to a Senior Management Agreement, other Equity Agreement or other agreement between such Qualified Unitholder and the LLC or any of its Subsidiaries (any such Qualified Unitholder, an “Excluded Unitholder”) shall have any rights under this Section 3.4.  Each such Qualified Unitholder shall be entitled to purchase all or any portion of its Proportional Share of such offered Equity Securities at the same price and on the same terms as such Equity Securities are to be offered to any other Person; provided that if all Persons entitled to purchase or receive any class, group or series of such Equity Securities are required to also purchase other securities of the LLC, the Qualified Unitholders exercising their rights pursuant to this Section 3.4 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase.  If all of the Equity Securities offered to the Qualified Unitholders hereunder are not fully subscribed by such Qualified Unitholders, the unsubscribed Equity Securities shall be allocated to the Qualified Unitholders purchasing their full allotment and indicating in their notice to the LLC pursuant to Section 3.4(b) a desire to acquire any Equity Securities that are available because of under-subscription.

(b)           In order to exercise its purchase rights hereunder, a Qualified Unitholder must within fifteen (15) calendar days of the date of the Participation Notice deliver a written notice to the LLC irrevocably exercising its rights to purchase such offered Equity Securities hereunder (including the extent, subject to any maximum dollar amounts or number of Equity Securities specified therein, to which such Qualified Unitholder elects to acquire any Equity Securities in excess of its Proportional Share available if the Equity Securities offered to Qualified Unitholders are not fully subscribed by such Qualified Unitholders based on their respective Proportional Shares).

(c)           Upon the expiration of the offering periods described above, the LLC shall be entitled to sell such Equity Securities which such Qualified Unitholders have not elected to purchase during the 180 calendar days following such expiration at a price and on payment terms not less than the price and payment terms offered to the Qualified Unitholders, and on other terms and conditions not more favorable in the aggregate than such other terms and conditions were offered to the Qualified Unitholders.  Any securities offered or sold by the LLC after such 180 calendar day period must be reoffered to such Qualified Unitholders pursuant to the terms of this Section 3.4.

(d)           So long as the Qualified Unitholders are not disadvantaged (e.g., unable to participate in a Distribution or payment in respect of Equity Securities to be acquired hereunder), in lieu of offering any Equity Securities to the Qualified Unitholders at the time such Equity Securities are offered to other Persons, the LLC may comply with the provisions of this Section 3.4 by making an offer to sell to the Qualified Unitholders (other than Excluded Unitholders) their Proportional Share of such securities promptly after a sale to such other Persons is effected.  In such event, for all purposes of this Section 3.4, each Qualified Unitholder’s Proportional Share shall be determined taking into consideration the actual number

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of Equity Securities sold to any other Person so as to achieve the same economic effect as if such offer would have been made prior to such sale.

(e)           The rights of the Unitholders under this Section 3.4 shall terminate upon the consummation of the first to occur of (i) a Qualified Public Offering or (ii) an Approved Sale.

Section 3.5           Capital Accounts.

(a)           The LLC shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).  The Capital Account of each Unitholder as of the Effective Date is set forth on Schedule A.  For this purpose, the LLC may (in the discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of LLC property.

(b)           For purposes of computing the amount of any item of LLC income, gain, loss, or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition, and classification of any such item shall be the same as its determination, recognition, and classification for federal income tax purposes (including any method of depreciation, cost recovery, or amortization used for this purpose); provided that:

(i)           The computation of all items of income, gain, loss, and deduction shall include those items described in Code Section 705(a)(1)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

(ii)           If the Book Value of any LLC property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii)          Items of income, gain, loss, or deduction attributable to the disposition of LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv)          Items of depreciation, amortization, and other cost recovery deductions with respect to LLC property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g), provided, however, that if such difference is being eliminated by use of the method set forth in Treasury Regulation Section 1.704-3(d), such cost recovery deductions shall be determined pursuant to the rules prescribed by Treasury Regulation Section 1.704-3(d)(2).

(v)           To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of

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gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

(vi)          The amounts of the items of LLC income, gain, loss or deduction available to be specially allocated pursuant to Section 4.3 shall be determined by applying rules analogous to those set forth in this Section 3.5(b).

(c)           Notwithstanding the foregoing, in the event there is a Non-Participation Amount, the Capital Account balance of each Participating Member shall be adjusted to equal an amount which would cause the Adjusted Capital Account balance of such Participating Member with respect to its Residual Units (expressed as a fraction of the total aggregate Adjusted Capital Account balances of all Unitholders with respect to their Residual Units) to equal a fraction the numerator of which is the number of such Participating Member’s Residual Units and the denominator of which is the aggregate number of all outstanding Residual Units.

(d)           For the avoidance of doubt, if the LLC is compensated for a Loss or Expense, or otherwise indemnified, by any Unitholder pursuant to the Contribution Agreement or the Purchase Agreement, such payment shall not be treated as a Capital Contribution and such Unitholder’s Capital Account balance will not be affected by such payment.

Section 3.6           Negative Capital Accounts.  No Unitholder shall be required to pay to any other Unitholder or the LLC any deficit or negative balance which may exist from time to time in such Unitholder’s Capital Account (including upon and after dissolution of the LLC).

Section 3.7           No Withdrawal.  No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to receive any Distribution from the LLC, except as expressly provided herein or in the other agreements referred to herein.

Section 3.8           Loans From Unitholders; Co-Investment Rights.

(a)           Loans by Unitholders to the LLC shall not be considered Capital Contributions.  If any Unitholder shall loan funds to the LLC, the making of such loans shall not result in any increase in the amount of the Capital Account of such Unitholder.  The amount of any such loans shall be a debt of the LLC to such Unitholder and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.

(b)           Except with respect to the Note, if the LLC proposes to borrow funds from any Unitholder (such loan, a “Debt Investment” and such Unitholder, the “Unitholder Lender”), the LLC shall offer to each Qualified Unitholder holding Class C Units (other than Excluded Unitholder Lenders) by written notice from the LLC (describing in reasonable detail the proposed Debt Investment, the aggregate principal amount thereof, the terms and conditions thereof and such Qualified Unitholder’s Proportional Share) (the “Co-Investment Notice”) the right to co-invest with such Unitholder Lender in such Debt Investment in an amount equal to such Qualified Unitholder’s Proportional Share (being the quotient obtained by dividing (1) the aggregate number of Class C Units held by such Qualified Unitholder, by (2) the aggregate number of Class C Units held by all Qualified Unitholders other than Excluded Unitholders); provided that no Qualified Unitholder who either (x) would be entitled to invest less than $10,000 in such Debt Investment after determination of such holder’s Proportional Share or (y)

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at any time has breached or is in breach of any noncompetition, nonsolicitation, confidentiality or similar restrictive provisions to which such Qualified Unitholder is bound pursuant to a Senior Management Agreement, other Equity Agreement or other agreement between such Qualified Unitholder and the LLC or any of its Subsidiaries (any such Qualified Unitholder, an “Excluded Unitholder Lender”) shall have any rights under this Section 3.8(b).  Each such Qualified Unitholder shall be entitled to invest in all or any portion of its Proportional Share of such offered Debt Investment at the same price and on the same terms as such Debt Investment is to be offered to any other Person; provided that if all Persons entitled to invest in such Debt Investment are required to also purchase other securities of the LLC, the Qualified Unitholders exercising their rights pursuant to this Section 3.8(b) shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase.  If the entire aggregate principal amount of such Debt Investment offered to the Qualified Unitholders hereunder is not fully subscribed by such Qualified Unitholders, the unsubscribed amount of such Debt Investment shall be allocated to the Qualified Unitholders investing the full amount of their Proportional Share and indicating in their notice to the LLC pursuant to Section 3.8(c) a desire to invest additional amounts in such Debt Investment that are available because of under subscription.

(c)           In order to exercise its investment rights hereunder, a Qualified Unitholder must within fifteen (15) calendar days of the date of the Co-Investment Notice deliver a written notice to the LLC irrevocably exercising its rights to invest in such Debt Investment hereunder (including the extent, subject to any maximum dollar amounts specified therein, to which such Qualified Unitholder elects to invest in such Debt Investment in excess of its Proportional Share available if the Debt Investment offered to Qualified Unitholders are not fully subscribed by such Qualified Unitholders based on their respective Proportional Shares).

(d)           Upon the expiration of the offering periods described above, the Unitholder Lender shall be entitled to invest in the portion of such Debt Investment which such Qualified Unitholders have not elected to subscribe for during the 180 calendar days following such expiration at a price and in an aggregate principal amount not less than the price and aggregate principal amount offered to the Qualified Unitholders, and on other terms and conditions not more favorable in the aggregate than such other terms and conditions were offered to the Qualified Unitholders.  Any proposed Debt Investment to be made after such 180 calendar day period must be reoffered to such Qualified Unitholders pursuant to the terms of clauses (b), (c) and (d) of this Section 3.8.

(e)           So long as the Qualified Unitholders are not disadvantaged, in lieu of offering any Debt Investment to the Qualified Unitholders at the time such Debt Investment is offered to a Unitholder Lender, the LLC may comply with the provisions of this Section 3.8 by making an offer to the Qualified Unitholders (other than Excluded Unitholders) to invest in their Proportional Share of such Debt Investment promptly after the completion of the investment by such Unitholder Lender.  In such event, for all purposes of this Section 3.8, each Qualified Unitholder’s Proportional Share shall be determined taking into consideration the actual amount of the Debt Investment sold to any other Unitholder Lender so as to achieve the same economic effect as if such offer would have been made prior to the completion of such investment.

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(f)           The rights of the Unitholders under clauses (b), (c) and (d) of this Section 3.8 shall terminate upon the consummation of the first to occur of (i) a Qualified Public Offering or (ii) an Approved Sale.

Section 3.9           Management Incentive Units.

(a)           Management Incentive Units Generally.  The LLC may issue authorized but unissued Management Incentive Units to existing or new employees, officers, directors, consultants or other service providers of the LLC or any of its Subsidiaries pursuant to a Senior Management Agreement or other Equity Agreement approved by the Board, which agreement shall contain such provisions as the Board shall determine; provided, however, that Management Incentive Units may not be issued to any Investor, any Contributor, any Affiliate of any Investor or Contributor or any of their respective employees, officers or directors (other than employees or officers of the LLC and its Subsidiaries).  In the Board’s discretion, the terms of any Management Incentive Units issued pursuant to this Section 3.9 may include limitations on the Distribution entitlements of such Units imposed in order to cause such Units to qualify as “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43, Internal Revenue Service Notice 2005-43, or any future Internal Revenue Service guidance, including, as set forth in Section 3.9(b) below, by establishing a threshold amount (a “Participation Threshold”) of cumulative Distributions that must be made with respect to all or one or more specified classes, groups or series of Units outstanding immediately prior to the issuance of Management Incentive Units before such Management Incentive Units may receive any Distributions.  Except as otherwise provided by the Board, any Unitholder who receives Management Incentive Units that are subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code shall make a timely and effective election under Section 83(b) of the Code with respect to such Units.  The LLC and all Unitholders will (A) treat such Units as outstanding for tax purposes, (B) treat such Unitholder as a member of the LLC for income tax purposes with respect to such Units and (C) file all tax returns and reports consistently with the foregoing (except for non-U.S. federal returns or reports for which a different tax treatment is required by applicable law), and neither the LLC nor any of its Unitholders will deduct any amount (as wages, compensation or otherwise) for the fair market value of such Units for income tax purposes.  This Section 3.9, together with the Senior Management Agreements or other Equity Agreements pursuant to which the Management Incentive Units are issued, are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act (and any similarly applicable state “blue-sky” securities laws) and the issuance of Management Incentive Units pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701 (and any similarly applicable state “blue-sky” securities laws); provided that the foregoing shall not restrict or limit the LLC’s ability to issue any Management Incentive Units pursuant to any other exemption from registration under the Securities Act available to the LLC.  The LLC may make the Management Incentive Units and any issuance thereof and any applicable Equity Agreement subject to the terms and conditions of any other equity incentive plan consistent with the terms of this Agreement, as may have been adopted by the LLC.

(b)           Participation Thresholds.  On the date of each grant of Management Incentive Units to a Unitholder who is, or as a result of such grant becomes, a holder of Management Incentive Units pursuant to a grant made under a Senior Management Agreement

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or other Equity Agreement, the Board shall establish an initial Participation Threshold with respect to each Management Incentive Unit granted on such date.  Unless otherwise determined by the Board, the Participation Threshold with respect to a Management Incentive Unit shall be equal to or greater than the Total Equity Value Proceeds (determined by using the Valuation Procedures) on the date of grant of such Management Incentive Unit. The Board may designate a series number for each subset of Management Incentive Units consisting of Management Incentive Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Management Incentive Units not included in such subset.  In the event of any Capital Contribution by any Unitholder made after the date a Management Incentive Unit is issued, unless the Board determines otherwise, the Participation Threshold (if any) of such Incentive Unit shall be increased by the amount of such Capital Contribution.

The Participation Thresholds applicable to outstanding Management Incentive Units shall be set forth on Schedule A, and Schedule A shall be amended from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Management Incentive Units required pursuant to this Section 3.9.

(c)           Notwithstanding anything in this Section 3.9 to the contrary, the Board shall have the power to amend the provisions of this Section 3.9 and Section 4.1(a) to achieve the economic results intended by this Agreement, including that any Management Incentive Units that are granted to executives of the LLC or any of its Subsidiaries in exchange for services provided or to be provided to the LLC or any Subsidiary thereof are intended to be profits interests when issued for United States federal income tax purposes.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

Section 4.1           Distributions.

(a)           Distributions Generally.  Except as otherwise set forth in this Section 4.1, and subject to the provisions of Section 18-607 of the Delaware Act, the Board may in its sole discretion make Distributions at any time and from time to time.  All Distributions (other than Tax Distributions) shall be made only in the following order and priority (and with respect to each time Distributions are being made, no Distributions shall be made pursuant to any subsequent clause of the following until all Distributions under prior clauses have been fully paid):

(i)            First, to the Unitholders holding Class A Units, an amount equal to the aggregate Class A Unpaid Yield on such Unitholders’ outstanding Class A Units as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder’s share of Class A Unpaid Yield bears to the aggregate Class A Unpaid Yield) until the entire amount of the Class A Unpaid Yield on the outstanding Class A Units as of the time of such Distribution has been paid in full.

(ii)           Second, to the Unitholders holding Class A Units, an amount equal to the aggregate Class A Unreturned Capital with respect to such Unitholders’ Class A Units

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held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class A Unreturned Capital bears to the aggregate amount of Class A Unreturned Capital), until the entire amount of Class A Unreturned Capital with respect to the outstanding Class A Units as of the time of such Distribution has been paid in full.

(iii)          Third, to the Unitholders holding Class B Units, an amount equal to the aggregate Class B Unpaid Yield on such Unitholders’ outstanding Class B Units as of the time of such Distribution (distributed among such Unitholders based on the proportion that each Unitholder’s share of Class B Unpaid Yield bears to the aggregate Class B Unpaid Yield) until the entire amount of the Class B Unpaid Yield on the outstanding Class B Units as of the time of such Distribution has been paid in full.

(iv)          Fourth, to the Unitholders holding Class B Units, an amount equal to the aggregate Class B Unreturned Capital with respect to such Unitholders’ Class B Units held as of the time of such Distribution (distributed among such Unitholders based on the proportion that each such Unitholder’s share of Class B Unreturned Capital bears to the aggregate amount of Class B Unreturned Capital), until the entire amount of Class B Unreturned Capital with respect to the outstanding Class B Units as of the time of such Distribution has been paid in full.

(v)           (A)           Thereafter, subject to the provisos in clauses (B) and (C) immediately below, to the Unitholders holding Class C Units or Class D Units, distributed among such Unitholders in proportion to the number of Class C Units and Class D Units held by each such Unitholder;

(B)           provided, however, that notwithstanding anything to the contrary in Section 4.1(a)(v)(A), no Distribution shall be made to a Unitholder pursuant to Section 4.1(a)(v)(A) or Section 13.2 with respect to any Management Incentive Unit with a Participation Threshold until the aggregate Distributions made to all Unitholders pursuant to Section 4.1(a) and Section 13.2 from the date of issuance of such Management Incentive Unit is equal to or greater than such Participation Threshold of such Management Incentive Unit.  An amount equal to the amount of any reduction in Distributions to a Management Incentive Unitholder resulting from the application of the foregoing sentence (i.e., the incremental amount that such Management Incentive Unitholder would have otherwise been distributed) shall be distributed, in accordance with Section 4.1(a)(v)(A) to the other Unitholders in respect of (i) Class C Units, (ii) Class D Units with no Participation Threshold and (iii) Management Incentive Units with Participation Thresholds lower than that of the Management Incentive Unit(s) with respect to which the Management Incentive Unitholder’s Distributions were reduced and to the extent such Management Incentive Unitholder would otherwise be entitled to participate in such Distribution pursuant to the application of the first sentence of this Section 4.1(a)(v)(B). Distributions pursuant to Section 4.1(a)(v)(A) shall be made after taking into account and applying the principles set forth in this Section 4.1(a)(v)(B); provided, that the Board may determine to amend this Agreement in accordance with Section 15.2 in order to make such changes to this Agreement as the Board determines in its reasonable discretion is necessary to reflect the principles set forth in this Section 4.1(a)(v)(B); and

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(C)           provided further, however, that, notwithstanding the foregoing, the portion of any Distribution that would otherwise be made with respect to any unvested Residual Unit pursuant to this Section 4.1(a)(v) (x) except as provided in clause (y) below, shall be held in reserve by the LLC or one of its Subsidiaries (the “Reserve Amount”) (but treated as Distributed for purposes of this Agreement) until such unvested Residual Unit either (I) vests, in which case the Reserve Amount attributable to such Unit shall be distributed to the Unitholder holding such Unit, or (II) is cancelled, forfeited, repurchased or otherwise acquired by the LLC or any of its Subsidiaries, in which case the Reserve Amount attributable to such Unit shall be distributed among the Unitholders holding Residual Units pursuant to this Section 4.1(a)(v) (but subject to the holdback terms of this proviso with respect to any unvested Residual Units) and (y) in connection with any liquidating distribution shall equal the lesser of the amount the holder of such Residual Unit would have received if such Residual Unit were vested and the holder’s Capital Contribution with respect to such unvested Residual Unit.

(b)           Tax Distributions.  Notwithstanding any other provision herein to the contrary, so long as the LLC is treated as a partnership for federal income tax purposes, the LLC shall use its reasonable best efforts to distribute to the Unitholders within 15 days after the end of each Fiscal Quarter of the LLC, to the extent that funds are legally available therefor and would not impair the liquidity of the LLC with respect to working capital, capital expenditures, debt service, reserves, or otherwise and would not be prohibited under any credit facility to which the LLC or any Subsidiary is a party, an aggregate amount of cash (a “Tax Distribution”) in respect of such Fiscal Quarter which in the good faith estimation of the Board equals the product of (x) the aggregate amount of all taxable income allocable to the Unitholders in respect of such Fiscal Quarter (determined without regard to adjustments under Section 734(b), if applicable) (provided that in no event shall such calculation include any taxable income for any period prior to the effective date of this Agreement or any tax liability relating thereto), multiplied by (y) the combined maximum U.S. federal, state, and local income tax rate to be applied with respect to such taxable income (calculated by using the highest maximum combined marginal U.S. federal, state and local income tax rates (including self-employment and similar taxes but not reduced by any deduction or credit allowable for state and local taxes and not reflecting any reduced rate applicable to any special class of income) to which any Unitholder may be subject) for such Fiscal Quarter (making an appropriate adjustment for any rate changes that take place during such period).  Each Tax Distribution shall be distributed among the Unitholders on a pro rata basis according to the allocation of the LLC’s taxable income for such Fiscal Quarter (determined without regard to adjustments under Sections 704(c) and 734(b), if applicable).  The Board shall be entitled to adjust subsequent Tax Distributions up or down to reflect any variation between its prior estimation of quarterly Tax Distributions and the Tax Distributions that would have been computed under this Section 4.1(b) based on subsequent information.  In the event that the funds legally available for any Tax Distribution to be made hereunder are insufficient to pay the full amount of the Tax Distribution that would otherwise be required under this Section 4.1(b), (i) the reduced amount of such Tax Distribution shall be distributed to the Unitholders on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.1(b) if legally available funds existed in a sufficient amount to make such Distribution in full) and (ii) at any time thereafter when additional funds of the LLC are legally available for Distribution, such funds shall be immediately distributed to the Unitholders on a pro rata basis (according to the amounts that would have been distributed to each Unitholder pursuant to this Section 4.1(b) if legally available funds would have existed in a sufficient

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amount to make such Tax Distribution in full).  Each Tax Distribution pursuant to this Section 4.1(b) shall reduce the amount of any other Distributions to such Unitholder that would otherwise be made at the time of such Tax Distribution or thereafter pursuant to Section 4.1(a) until such Tax Distributions have been fully offset.

(c)           Persons Receiving Distributions.  Each Distribution shall be made to the Persons shown on the LLC’s books and records as Unitholders as of the date of such Distribution; provided, however, that any transferor and transferee of Units may mutually agree as to which of them should receive payment of any Distribution under Section 4.1.  In the event that restrictions on Transfer or change in beneficial ownership of Units set forth herein have been breached, the LLC may withhold Distributions in respect of the affected Units until such breach has been cured.

(d)           On the Effective Date, the Company shall distribute an aggregate of $60,000,000 in cash to the Contributors (pro rata based on relative ownership of Class B Units) in redemption of an aggregate of 60 million Class B Units issued to them upon consummation of the transactions contemplated under the Contribution Agreement (it being understood that the Units outstanding after giving effect to such redemption shall be as set forth on Schedule A hereto).  For U.S. federal and applicable state income tax purposes, such distribution of cash shall be treated pursuant to Treasury Regulation Section 1.707-3, as a sale by the Contributors to the Company of an undivided interest in each of the assets transferred by the Contributors to the Company pursuant to the Contribution Agreement.

Section 4.2           Allocations.  Except as otherwise provided in Section 4.3, Net Profit or Net Loss for any Taxable Year shall be allocated among the Unitholders in such a manner that, as of the end of such Taxable Year, the Adjusted Capital Account of each Unitholder is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Unitholder, determined as if the LLC were to (i) liquidate the assets of the LLC for an amount equal to their Book Value, and (ii) distribute the proceeds of liquidation pursuant to Section 13.2 and satisfy all LLC liabilities (limited with respect to each nonrecourse liability to the Book Value of the asset securing such liability) (provided that, for purposes of such determination only, all outstanding Management Incentive Units shall be deemed to be fully vested for purposes of calculating the amount of such proceeds distributed to each Unitholder pursuant to Section 13.2).  Notwithstanding the foregoing, in any Taxable Year in which the LLC makes a distribution pursuant to Section 4.1(a)(i) or Section 4.1(a)(iii), if the aggregate amount distributed pursuant to Section 4.1(a)(i) or Section 4.1(a)(iii) for such Taxable Year and all prior Taxable Years exceeds the aggregate Net Profit (and, if Section 13.2 is applicable to such Taxable Year, Profit) that would, but for this sentence, be allocated to the Unitholders holding Units other than Management Incentive Units for such Taxable Year and all prior Taxable Years pursuant to this Section 4.2, then such excess shall be treated as a guaranteed payment pursuant to Section 707(c) of the Code to the Unitholders holding Units other than Management Incentive Units for such Taxable Year.

Section 4.3           Special Allocations.

(a)           Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury

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Regulation Section 1.704-2(i).  If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(i)(4).  This Section 4.3(a) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistent therewith.

(b)           Nonrecourse deductions shall be allocated to the holders of Residual Units (ratably among such Unitholders based upon the number of Residual Units held by each such Unitholder).  If there is a net decrease in Minimum Gain during any Taxable Year, each Unitholder shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704-2(f).  This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

(c)           If any Unitholder that unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 4.3(a) and 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such Adjusted Capital Account Deficit.  This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(d)           Profits and Losses shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

(e)           If the allocation of Net Loss (or items of loss or deduction) to a Unitholder as provided in Section 4.2 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Unitholder only that amount of Net Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account Deficit.  The Net Loss (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Unitholder shall be allocated to the other holders of Residual Units (ratably among such Unitholders based upon the number of Residual Units held by each such Unitholder), subject to the limitations of this Section 4.3(e).

(f)           The allocations set forth in Sections 4.3(a)-(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations.  The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the LLC or make LLC distributions.  Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the

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Unitholders so as to eliminate to the extent possible the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the Regulatory Allocations.  In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero.

(g)           The Unitholders acknowledge that allocations analogous to those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) may result from the allocations of Profits and Losses provided for in this Agreement.  For the avoidance of doubt, the LLC is entitled to make such allocations and, once required by applicable final or temporary guidance, allocations of Profits and Losses will be made in accordance with Proposed Treasury Regulation 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

Section 4.4           Tax Allocations.

(a)           The income, gains, losses, deductions, and credits of the LLC will be allocated, for federal, state, and local income tax purposes, among the Unitholders in accordance with the allocation of such income, gains, losses, deductions, and credits among the Unitholders for computing their Capital Accounts; except as otherwise provided in Sections 4.4(b) and 4.4(c) and except that, if any such allocation is not permitted by the Code or other applicable law, then the LLC’s subsequent income, gains, losses, deductions, and credits will be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b)           Items of LLC taxable income, gain, loss, and deduction with respect to any property contributed to the capital of the LLC shall be allocated among the Unitholders in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its Book Value using the method as determined by the Investors, in their sole and absolute discretion.

(c)           If the Book Value of any LLC asset is adjusted pursuant to the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f), subsequent allocations of items of taxable income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) using the method as determined by the Investors, in their sole and absolute discretion.

(d)           Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Unitholders according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e)           Allocations pursuant to this Section 4.4 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any

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Unitholder’s Capital Account or share of Profits, Losses, Distributions or other LLC items pursuant to any provision of this Agreement.

(f)           For any Taxable Year during which any Unit is Transferred between the Unitholders or to another Person, the portion of the Net Profits, Net Losses and other items of income, gain, loss, deduction and credit that are allocable with respect to such Unit shall be apportioned between the transferor and the transferee under any method allowed pursuant to Section 706 of the Code and the applicable Treasury Regulations as determined by the Board.

(g)           In the event that the Code or any Treasury Regulation require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article IV, the Board is hereby authorized to make new allocations in reliance on the Code and such Treasury Regulations, and no such new allocation shall give rise to any claim or cause of action by any Unitholder.

Section 4.5           Indemnification and Reimbursement for Payments on Behalf of a Unitholder.  If the LLC is required by law to make any payment that is specifically attributable to a Unitholder or a Unitholder’s status as such (including any federal, state, local or foreign withholding, personal property, personal property replacement, unincorporated business or other taxes), then such Unitholder shall indemnify the LLC in full for the entire amount paid (including interest, penalties and related expenses).  The LLC may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 4.5, including instituting a lawsuit to collect such indemnification and contribution with interest calculated at a rate equal to 10% per annum, compounded as of the last day of each year (but not in excess of the highest rate per annum permitted by law) and shall be entitled to deduct and offset any amounts owed to the LLC by a Unitholder hereunder from amounts otherwise distributable to such Unitholder.  The obligations hereunder shall survive the winding up or dissolution of the LLC.

Section 4.6           Transfer of Capital Accounts.  If a Unitholder Transfers an LLC Interest to a new or existing Unitholder, the transferee Unitholder shall succeed to that portion of the transferor’s Capital Account that is attributable to the Transferred LLC Interest.  Any reference in this Agreement to a Capital Contribution of, or Distribution to, a Unitholder that has succeeded any other Unitholder shall include any Capital Contributions or Distributions previously made by or to the former Unitholder on account of the LLC Interest of such former Unitholder Transferred to such successor Unitholder.

ARTICLE V

BOARD OF MANAGERS; OFFICERS

Section 5.1           Management by the Board of Managers.

(a)           No Management by Unitholders.  The Unitholders shall not manage or control the business and affairs of the LLC, except for situations in which the approval of Class C Unitholders or any other class of Unitholders, if applicable is expressly required by this Agreement or by non-waivable provisions of applicable law.

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(b)           Authority of Board of Managers.

(i)            Management Authority.  Except for situations in which the approval of the Majority Holders is otherwise expressly required by this Agreement, subject to Section 5.1(b)(ii) and Section 6.7, (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board, and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement.

(ii)           Board Action.  The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to Section 5.3, (B) by delegating power and authority to committees pursuant to Section 5.4, and (C) by delegating power and authority to any Officer pursuant to Section 5.6.

(iii)          Time and Attention of Managers.  Each Unitholder acknowledges and agrees that no Manager shall, solely as a result of being a Manager, be bound to devote all of his business time to the affairs of the LLC, and that such Manager and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

(c)           Officers.  The management of the business and affairs of the LLC by the Officers and the exercising of their powers shall be conducted under the supervision of and subject to the approval of the Board.

Section 5.2           Composition and Election of the Board of Managers.

(a)           Number and Designation.  The number of Managers on the Board shall be the number serving pursuant to clauses (i) through (iv) below.  Subject to Section 5.2(c) and Section 5.2(d), the Board shall at all times be comprised ofthe following persons:

(i)            two (2) representatives, designated by GTCR Fund X/B (each a “Fund X/B Manager” and, together, the “Fund X/B Managers”), who initially shall be [__________] and [__________];

(ii)           one (1) representative designated by GTCR Fund X/C (the “Fund X/C Manager” and, together with the Fund X/B Managers, each an “Investor Manager” and, collectively, the “Investor Managers”), who initially shall be [__________];

(iii)          Mr. Homel, so as long as he is employed by the LLC or any of its Subsidiaries and if Mr. Homel is no longer employed by the LLC or any of its Subsidiaries, the LLC’s chief executive officer (the “Executive Manager”); and

(iv)          So long as the Contributors satisfy the Ownership Threshold one (1) representative designated by the Contributors (the “Contributor Manager”), who shall initially be [_____________], except that during any period the Contributors elect to be Insulated Unitholders, they shall only hold such rights to the extent consistent with Section 6.9 and the FCC’s rules regarding the insulation of members of a limited liability company.

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(b)           Term.  Members of the Board shall serve from their designation in accordance with the terms hereof until their resignation, death or removal in accordance with the terms hereof.  Members of the Board need not be Unitholders and need not be residents of the State of Delaware.  A person shall become a Manager and member of the Board effective upon receipt by the LLC at its principal place of business of a written notice addressed to the Board (or at such later time or upon the happening of some other event specified in such notice) of such person’s designation from the person or persons entitled to designate such Manager pursuant to Section 5.2(a); provided that the persons specifically named in Section 5.2(a) shall be members of the Board commencing on the date hereof without further action.  A Manager may resign as such by delivering his, her or its written resignation to the LLC at the LLC’s principal office addressed to the Board.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(c)           Removal.  If Mr. Homel ceases to be employed by the LLC or any of its Subsidiaries for any reason, such Executive Manager shall, at such time, be automatically removed from the Board and each committee thereof (without any action on the part of the Executive Manager, the Board or such committee) and each of the board of directors or board of managers (or committees thereof), as applicable, of the LLC’s Subsidiaries, and such Executive Manager shall execute such documents as may be requested by the LLC to reflect such removals.  After Mr. Homel is no longer employed by the LLC or any of its Subsidiaries and the LLC’s chief executive officer ceases to be the LLC’s chief executive officer for any reason, such then current Executive Manager shall, at such time, be automatically removed from the Board and each committee thereof (without any action on the part of the Executive Manager, the Board or such committee) and each of the board of directors or board of managers (or committees thereof), as applicable, of the LLC’s Subsidiaries, and such Executive Manager shall execute such documents as may be requested by the LLC to reflect such removals.  The removal from the Board or any of its committees (with or without cause) of any Fund X/B Manager shall be upon (and only upon) the written request of GTCR Fund X/B.  The removal from the Board or any of its committees (with or without cause) of any Fund X/C Manager shall be upon (and only upon) the written request of GTCR Fund X/C.  The removal from the Board or any of its committees (with or without cause) of the Contributor Manager shall be upon (and, except as provided herein, only upon) written request of the Contributors.  If the Contributors are no longer entitled to elect a Contributor Manager pursuant to Section 5.2(a)(iv), the Contributor Manager shall, at such time, be automatically removed from the Board and each committee thereof (without any action on the part of the Contributor Manager, the Board or such committee) and each of the board of directors or board of managers (or committees thereof), as applicable, of the LLC’s Subsidiaries, and such Contributor Manager shall execute such documents as may be requested by the LLC to reflect such removals.

(d)           Vacancies.  In the event that any Manager other than an Executive Manager for any reason (other than with respect to a Contributor Manager, in the event the Contributors are no longer entitled to elect a Contributor Manager pursuant to Section 5.2(a)(iv)) ceases to serve as a member of the Board, (i) the resulting vacancy on the Board shall be filled by a Person designated by the person or persons originally entitled to designate such Manager pursuant to Section 5.2(a) above (provided that, if any party fails to designate a person to fill a vacancy on the Board pursuant to the terms of this Section 5.2, such vacant managership shall remain vacant until such managership is filled pursuant to this Section 5.2(d)), and (ii) such

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designee shall be removed promptly after such time from each committee of the Board.  In the event that an Executive Manager ceases to serve as a member of the Board as a result of ceasing to be the LLC’s chief executive officer, such Executive Manager managership shall remain vacant until the LLC’s chief executive officer is appointed by the Board.

(e)           Reimbursement.  The LLC shall pay all reimbursable out-of-pocket costs and expenses incurred by each member of the Board incurred in the course of their service hereunder, including in connection with attending regular and special meetings of the Board, any board of managers or board of directors of each of the LLC’s Subsidiaries and/or any of their respective committees.

(f)           Compensation of Managers.  No Investor Manager, no Contributor Manager and, except as approved by the Majority Holders, no other Manager shall receive any compensation for serving in such capacity.

(g)           Reliance by Third Parties.  Any Person dealing with the LLC, other than a Unitholder, may rely on the authority of the Board (or any Officer authorized by the Board) in taking any action in the name of the LLC without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.  Every agreement, instrument or document executed by the Board (or any Officer authorized by the Board) in the name of the LLC with respect to any business or property of the LLC shall be conclusive evidence in favor of any Person relying thereon or claiming thereunder that (i) at the time of the execution or delivery thereof, this Agreement was in full force and effect, (ii) such agreement, instrument or document was duly executed according to this Agreement and is binding upon the LLC and (iii) the Board or such Officer was duly authorized and empowered to execute and deliver such agreement, instrument or document for and on behalf of the LLC.

(h)           Subsidiary Board of Managers or Board of Directors.  The LLC shall at all times, unless otherwise determined by the Board in its good faith discretion, cause the board of managers or board of directors of each of the LLC’s Subsidiaries to be of the same size and comprised of the same persons who are then Managers of the Board pursuant to Section 5.2(a) above; provided that Mr. Homel shall be entitled to sit on any of the board of managers or board of directors of the LLC’s Subsidiaries as he determines in his sole discretion for so long as he remains an Executive Manager.  The voting rights of the Investor Managers serving on any board of managers or board of directors of any of the LLC’s Subsidiaries shall be commensurate with the voting rights of the Investor Managers with respect to the Board.

Section 5.3           Board Meetings and Actions by Written Consent.

(a)           Quorum; Voting.  A majority of the total number of votes held by Managers then serving on the Board (i.e., excluding any vacancies on the Board) must be present (including for purposes of actions taken pursuant to Section 5.3(g)) in order to constitute a quorum for the transaction of business of the Board (provided that a quorum must at all times include at least two Investor Managers), and except as otherwise provided in this Agreement, the act of the Managers holding a majority of the total votes present at a meeting of the Board at which a quorum is present shall be the act of the Board.  Once a quorum is present to commence

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a meeting of the Board, such quorum shall be broken as soon as no Investor Managers remain present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present.  If a quorum shall not be present during a meeting of the Board, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  A Manager who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the LLC immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Manager who voted in favor of such action.  At each meeting of the Board, the Investor Managers present at such meeting shall be collectively entitled to a number of votes (the “Investor Votes”) on all matters to be voted on by the Board equal to the sum of one plus the number of Managers present at such meeting that are not Investor Managers, with each Investor Manager entitled to cast his proportionate share of the total Investor Votes.  Each Executive Manager and each Contributor Manager shall be entitled to one vote on all matters voted on by the Board.

(b)           Place; Attendance.  Meetings of the Board may be held at such place or places as shall be determined from time to time by resolution of the Board.  At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board.  Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c)           Meeting In Connection With Class C Unitholder Meeting.  In connection with any meeting of Class C Unitholders, the Managers may, if a quorum is present and the Contributor Manager is present), hold a meeting for the transaction of business immediately after and at the same place as such meeting of the Class C Unitholders.  Notice of such meeting at such time and place shall not be required.

(d)           Regular Meetings.  Regular meetings of the Board shall be held at such times as shall be designated from time to time by unanimous resolution of the Board.  Notice of such meetings shall not be required.

(e)           Special Meetings.  Special meetings of the Board may be called by any Investor Manager or Executive Manager on at least 24 hours’ notice to each other Manager, either personally, by telephone, by mail, by telegraph, by facsimile or by email.  Such notice shall state the purpose or purposes of, and the business to be transacted at, such meeting.

(f)           Chairman and Vice Chairman.  The Board shall designate one of the Managers to serve as Chairman and a different Manager to serve as Vice Chairman.  The Chairman shall preside at all meetings of the Board.  If the Chairman is absent at any meeting of the Board, the Vice Chairman shall preside over such Board meeting.  If the Chairman and Vice Chairman are absent, the Managers present shall designate a member to serve as interim chairman for that meeting.  Neither the Chairman nor Vice Chairman, except in their capacity as an Officer, shall have the authority or power to act for or on behalf of the LLC, to do any act that

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would be binding on the LLC or to make any expenditure or incur any obligation on behalf of the LLC or authorize any of the foregoing.

(g)           Action by Written Consent or Telephone Conference.  Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting, without notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by all Managers than serving on the Board.  Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be.  Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 5.4           Committees; Delegation of Authority and Duties.

(a)           Committees; Generally.  The Board may, from time to time, designate one or more committees; provided that the composition of any committee shall be determined in good faith by the Board and, prior to the consummation of a Qualified Public Offering, the Contributor Manager shall have the right to be appointed to each such committee.  Any such committee, to the extent provided in the enabling resolution or in the Certificate or this Agreement, shall have and may exercise all of the authority of the Board.  At every meeting of any such committee, the presence of a majority of all the members thereof and at least one Investor Manager shall constitute a quorum, and except as otherwise provided in this Agreement, the act of the Managers holding a majority of the total votes present at a meeting of such committee at which a quorum is present shall be the act of such committee.  Once a quorum is present to commence a meeting of such committee, such quorum shall be broken as soon as no Investor Managers remain present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present.  The voting rights of the Investor Managers with respect to any such committee shall be commensurate with the voting rights of the Investor Managers with respect to the Board.  The Board may dissolve any committee at any time, unless otherwise provided in the Certificate or this Agreement.

(b)           Delegation; Generally.  The Board may, from time to time, delegate to one or more Persons (including any Manager or Officer) such authority and duties as the Board may deem advisable in addition to those powers and duties set forth in Section 5.1(b) hereof.  The Board also may assign titles (including chairman, chief executive officer, president, vice president, secretary, assistant secretary, treasurer and assistant treasurer) to any Manager, Unitholder or other individual and may delegate to such Manager, Unitholder

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or other individual certain authority and duties.  Any number of titles may be held by the same Manager, Unitholder or other individual.  Any delegation pursuant to this Section 5.4(b) may be revoked at any time by the Board.

(c)           Third-party Reliance.  Any Person dealing with the LLC, other than a Unitholder, may rely on the authority of any Officer in taking any action in the name of the LLC without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

Section 5.5           Certain Limitations on Liability.

(a)           Board Discretion.  Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination, the Board shall take such action or make such decision or determination in its sole discretion, unless another standard is expressly set forth herein or therein.  Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, each Manager shall be entitled to consider such interests and factors as such Manager determines are appropriate, subject to Section 5.5 (c).

(b)           Good Faith and Other Standards.  Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, each Manager shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as such Manager acts in good faith, the resolution, action or terms so made, taken or provided by the Board shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon such Manager or any of such Manager’s Affiliates, employees, agents or representatives.  Each Manager shall act in good faith in all matters brought before the Board.

(c)           No Fiduciary Duties.  To the fullest extent permitted by law, and subject to subsections (a) and (b) of this Section 5.5, the Board shall owe no fiduciary duties to the LLC or the Unitholders; provided that the Board shall act in accordance with the implied contractual covenant of good faith and fair dealing.

(d)           Effect on Other Agreements.  This Section 5.5 shall not in any way affect, limit or modify any Officer’s or employee’s liabilities or obligations under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any similar agreement with the LLC or any of its Subsidiaries or any Unitholder’s obligations under this Agreement.

Section 5.6           Officers.

(a)           Designation and Appointment.  The Board may (but need not), from time to time, designate and appoint one or more persons as an Officer of the LLC.  No Officer need be a resident of the State of Delaware, a Unitholder or a Manager.  Any Officers so designated shall

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have such authority and perform such duties as the Board may, from time to time, delegate to them.  The Board may assign titles to particular Officers.  Unless the Board otherwise decides, if the title is one commonly used for officers of a business corporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Board pursuant to the third sentence of this Section 5.6(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(b).  Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s deathor until such Officer shall resign or shall have been removed in the manner hereinafter provided.  Any number of offices may be held by the same individual.  The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Board.

(b)           Resignation; Removal; Vacancies.  Any Officer (subject to any contract rights available to the LLC, if applicable) may resign as such at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.  Any Officer may be removed as such, either with or without cause, by the Board in its discretion at any time or by the Majority Holders in their discretion at any time; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the individual so removed.  Designation of an Officer shall not of itself create contract rights.  Any vacancy occurring in any office of the LLC may be filled by the Board and shall remain vacant until filled by the Board.

(c)           Duties of Officers.  The Officers, in the performance of their duties as such, shall owe to the Unitholders duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

Section 5.7           Operations.  The Board and Officers shall take steps and actions necessary to (a) maintain books and records, bank accounts and financial statements separate from any other Person, including the Unitholders, (b) not commingle its assets with those of any other Person, including the Unitholders, (c) conduct its business in its own name, (d) pay its own expenses and liabilities out of its own funds, (e) observe all organizational formalities required under the Delaware Act, (f) not guarantee or become obligated for, or pledge its assets for, the debts or liabilities of any Unitholder, or hold out its credit as being available to satisfy the obligations of its Unitholders, (g) conduct its business in offices which are physically segregated from those of its Affiliates or, if unable to be segregated, allocate fairly and reasonably any overhead for shared office space, (h) use its own distinct stationary, invoices and checks, (i) at all times hold itself out to the public and all other Persons as a legal entity separate from any other Person and correct any known misunderstanding regarding its separate identity, (j) have a mailing address and telephone and telecopy numbers different than those of its Unitholders, (k) be duly qualified and in good standing as a foreign company under applicable law in each state in which its assets are located and such qualification is necessary or advisable, (l) except as otherwise provided herein, not permit any Person, including the Unitholders, to control its daily business decisions, (m) maintain an arm’s length relationship with its Affiliates, (n) except as contemplated by any Transaction Documents or other contract or agreement entered into for such

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purpose, pay the salaries of its own employees and (o) maintain adequate capital for its operation and business purposes at all times.

ARTICLE VI

GENERAL RIGHTS AND OBLIGATIONS OF UNITHOLDERS

Section 6.1           Limitation of Liability.  Except as otherwise provided by applicable law, the debts, obligations, and liabilities of the LLC, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the LLC, and no Unitholder shall be obligated personally for any such debt, obligation, or liability of the LLC solely by reason of being a Unitholder of the LLC; provided that a Unitholder shall be required to return to the LLC any Distribution made to it in clear and manifest accounting or similar error.  The immediately preceding sentence shall constitute a compromise to which all Unitholders have consented within the meaning of the Delaware Act.  Notwithstanding anything contained herein to the contrary, the failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Unitholders for liabilities of the LLC.

Section 6.2           Lack of Authority.  No Unitholder in his, her, or its capacity as such (other than the members of the Board acting as the Board or an authorized Officer of the LLC) has the authority or power to act for or on behalf of the LLC in any manner, to do any act that would be (or could be construed as) binding on the LLC or to make any expenditures on behalf of the LLC, and the Unitholders hereby consent to the exercise by the Board of the powers conferred on it by law and this Agreement.  Without limiting the foregoing, neither the lending of money to the LLC by a Unitholder or any Affiliate thereof nor the service by a Unitholder or its designee on the Board shall be deemed to constitute participation in control of the LLC or affect, impair or eliminate the limitations on the liability of a Unitholder under this Agreement.

Section 6.3           No Right of Partition.  No Unitholder shall have the right to seek or obtain partition by court decree or operation of law of any LLC property, or the right to own or use particular or individual assets of the LLC.

Section 6.4           Unitholders Right to Act.  Except as expressly provided in this Agreement, or as otherwise required under non-waivable provisions of the Delaware Act, the Unitholders shall have no right to vote on any LLC matter.  For situations where the approval of any Unitholders or class thereof (rather than the approval of the Board on behalf of the Unitholders) is required, such Unitholders or class thereof shall act through meetings and written consents as described in Section 3.2.

Section 6.5           Investment Opportunities and Conflicts of Interest.

(a)           The Unitholders expressly acknowledge and agree that (a) any Unitholder and its respective Affiliates (but excluding the LLC and its Subsidiaries from the definition of Affiliates for purposes of this Section 6.5) and their respective managers, directors, officers, shareholders, partners, members, employees, representatives, and agents (including any of their representatives serving on the Board or on the board of directors or board of managers of the

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LLC’s Subsidiaries or as an officer of the LLC or any of its Subsidiaries (collectively, the “Specified Persons”) are permitted (i) to have and develop, and may presently or in the future have and develop, investments, transactions, business ventures, contractual, strategic or other business relationships, prospective economic advantages or other opportunities (the “Business Opportunities”) in any business conducted by the LLC (other than through the LLC or any of its Subsidiaries) or in businesses that are and may be competitive or complementary with such business (an “Other Business”), for their own account or for the account of any Person other than the LLC or any of its Subsidiaries or any other Unitholder, or (ii) to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in his, her or its capacity as a Unitholder, Manager, director or manager in the board of directors or board of managers of the LLC or any other Subsidiaries or officer of the LLC or any of its Subsidiaries or otherwise, (b) none of the Specified Persons will be prohibited by virtue of their investments in the LLC or any of its Subsidiaries or their service as a Manager or service on the board of directors or board of managers of the LLC or any other Subsidiaries or as an officer of the LLC or any of its Subsidiaries or otherwise from pursuing and engaging in any such activities, (c) none of the Specified Persons will be obligated to inform or present the LLC or any of its Subsidiaries or the Board or the board of directors or board of managers of the LLC or any other Subsidiary or any other Unitholder of or with any such Business Opportunity, (d) neither the LLC or any of its Subsidiaries or the other Unitholders will have or acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being hereby renounced and waived to the fullest extent permitted from time to time under applicable law) in any Business Opportunity as a result of the involvement therein of any of the Specified Persons, and (e) the involvement of any of the Specified Persons in any Business Opportunity will not constitute a conflict of interest, breach of fiduciary duty, or breach of this Agreement by such Persons with respect to the LLC or any of its Subsidiaries or the other Unitholders.  This Section 6.5 shall not in any way affect, limit or modify any liabilities, obligations, duties or responsibilities of any Person under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any similar agreement with the LLC or any of its Subsidiaries.

(b)           Notwithstanding any thing to the contrary contained herein, so long as any Contributor holds any Unit (unless such Contributor is an “insulated” Unitholder under Section 6.9) it shall not, and shall cause its Affiliates not to, provide Protected Programming.

Section 6.6           Transactions Between the LLC and the Unitholders.  Notwithstanding that it may constitute a conflict of interest, the Unitholders or their Affiliates may engage in any transaction (including the purchase, sale, lease or exchange of any property or rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the LLC so long as such transaction is approved by the Board and, if applicable, the Contributors pursuant to Section 6.7.

Section 6.7           Rights of Contributors.

(a)           At any time prior to a Qualified Public Offering, so long as the Contributors satisfy the Ownership Threshold, the written consent of the Contributors (not to be

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unreasonably withheld, conditioned, delayed or denied) shall be required for the LLC or any of its Subsidiaries to directly or indirectly:

(i)            engage in any Affiliate Transaction, other than any Affiliate Transaction on arm’s length terms that, at the time it is entered into, involves annual consideration less than the greater of (x) $5,000,000 or (y) 10% of EBITDA of the LLC per year;

(ii)           increase the number of authorized Class D Units or issue any Equity Securities to Mr. Homel or any other employee of the LLC having rights or priorities that are senior to the Class C Units;

(iii)          effect any amendment, modification, alteration or restatement (by merger consolidate or otherwise) of this Section 6.7, Section 3.4,  Section 4.1, any of Article X, Section 15.2 (or any definitions used or incorporated in any of such sections or articles);

(iv)          repurchase, redeem or otherwise retire for value any Units, or otherwise consummate any transaction (other than pursuant to Section 10.3) that would result in consideration to the Unitholders, other than in proportion to the Pro Rata Share of such Units, except for the repurchase, redemption or retirement of Units held by former employees of the LLC or any of its Subsidiaries or in connection with distributions pursuant to Section 4.1;

(v)           incur Indebtedness for borrowed money in an aggregate principal amount in excess of the greater of (x) $60 million and (y) an amount equal to the EBITDA of the LLC for the twelve-month period ending on the last day of the month preceding the date on which such transaction would otherwise occur, multiplied by seven (7); or

(vi)          take or commit to take any of the foregoing actions indirectly, whether by amendment, merger, consolidation, operation of law or otherwise.

(b)           The term “Affiliate Transaction” shall mean any transaction between the LLC or any of its Subsidiaries, on the one hand, and any Unitholder, any director or officer of the LLC or any Unitholder, or any of their respective Affiliates or family members, on the other hand, except that none of the following shall constitute an Affiliate Transaction:

(i)            an employment or similar agreement to which the LLC or any of its Subsidiaries is a party (other than any such agreement with a Person that is also an employee, officer or director of any Investor or its Affiliates (excluding the Company and its Subsidiaries)) or the performance thereof or any transaction mandated by the terms of such an agreement;

(ii)           the advancement or reimbursement of expenses to an employee, officer, consultant, Manager or director of the LLC or any Subsidiary that are incurred and paid in accordance with the expense advancement or reimbursement policies of the LLC and its Subsidiaries as in effect from time to time and adopted and approved by disinterested Managers;

(iii)          the payment of indemnification amounts or advancement of expenses to an employee, officer, consultant, Manager or director of the LLC or any Subsidiary pursuant to the provisions of this Agreement, any governing documents of any Subsidiary, or pursuant to any agreement between any Affiliate and the LLC or any Subsidiary, in each case in

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accordance with policies adopted by the Board and consistent with customary practice in the LLC’s industry;

(iv)          the exercise of any rights or the performance of any obligations under the this Agreement;

(v)           a transaction solely between or among the LLC and its Subsidiaries;

(vi)          a transaction mandated by, or pursuant to the performance of, any Transaction Document;

(vii)         a transaction mandated by, or pursuant to the performance of, the Professional Services Agreement, as in effect on the date hereof;

(viii)        any transaction contemplated by that certain $60,000,000 principal amount Senior Secured Promissory Note due [_____, 2016] issued by the Company and outstanding as of the Effective Date (the “Note”), including any determination by the LLC regarding the payment of cash interest or accrual of interest or the refinancing of the Note; and

(ix)           any issuance of Equity Securities pursuant to Section 3.3(a) or Section 3.3(c) or subject to Section 3.4.

Section 6.8           Material Default.

(a)           Upon a Material Default of any Unitholder, the Investors shall have the right to purchase, and the Defaulting Unitholder shall sell, transfer and assign, all Units held by such Defaulting Unitholder for a cash purchase price equal to the Total Equity Value Proceeds with respect to such Units as of the date that the Investors exercise such right.  Such right shall be exercisable by the Investors by delivering written notice to the Defaulting Unitholder together with the determination of Total Equity Value Proceeds, subject to the provisions of Section 14.2, with respect to each such Unit and the Board’s determination of Fair Market Value used in such determination, along with reasonable detail and documentation supporting such determination (the “Exercise Notice”).  Any such purchase and sale shall be consummated on a date selected by the Investors no less than three (3) days and no later than 60 days after the Exercise Notice is provided (or, if later, three (3) Business Days after the receipt of all required governmental approvals).  For the avoidance of doubt, the parties agree that notwithstanding any issuance of a Dispute Notice, determination of Fair Market Value or payment under Section 14.2, the consummation of such purchase and sale under this Section 6.8 shall be deemed completed, with any payment under Section 14.2 to be in the nature of a post-closing adjustment.

(b)           Upon a Material Default of any Unitholder that has the right to appoint or designate a Manager, such right to appoint or designate such Manager shall terminate and such Manager appointed or designated by such Defaulting Unitholder shall automatically and without any further action on the part of any party hereto be removed from the Board of Managers.

(c)           Upon a Material Default of any Unitholder the Units held by such Unitholder shall no longer be entitled to vote any such Units in connection with any matter

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subject to a vote of Unitholders or any class thereof pursuant to this Agreement and such Units shall not be treated as outstanding in determining the number of votes required to approve any such action.

(d)           “Material Default”  shall mean the occurrence or existence of any one or more of the following:

(i)            Prohibited Transfers.  Any Unitholder engages in a Transfer prohibited by Section 10.1, or enters into any contract or agreement that would, if consummated (other than any such agreement that by its terms is contingent on a waiver or amendment hereunder), breach or result in a default under Section 10.1.

(ii)           Bankruptcy Event.  Any Unitholder experiences a Bankruptcy Event.

(iii)          Agreement Default.  Any Unitholder or any of its Affiliates breaches or is in default with respect to any Indebtedness of such Unitholder and any of its Affiliates having an aggregate principal amount outstanding of at least Five Million Dollars ($5,000,000), and such breach or default is with respect to (a) any payment obligation or (b) any other covenant, obligation or default provision, and such breach or default under this clause (b) has not been cured within the lesser of (x) 10 days and (y) one-half of the number of days after such breach or default before which any holder or holders of such Indebtedness or any representative, trustee of agent thereof has the right (whether with notice of default or otherwise) to cause such Indebtedness to be accelerated under the terms of any agreement with respect to such Indebtedness (whether or not such Indebtedness is accelerated) (for the avoidance of doubt, if there is no such period prior such right to accelerate arising, the Material Default shall be deemed to have occurred upon the occurrence of such breach or default).

(e)           “Defaulting Unitholder” shall mean any Unitholder that is in Material Default.  A Material Default by one Unitholder shall be deemed also to be a Material Default by any other Unitholders that are Affiliates of such Defaulting Unitholder.

Section 6.9           Insulated Members.

(a)           A Unitholder may, by providing written notice to the Board, elect to be insulated from attribution under the rules and regulations of the Federal Communications Commission (“FCC”) and, in the event of such an election, shall be deemed to be an “Insulated Unitholder.”  Upon making such an election, an Insulated Unitholder, including any director, officer, equivalent non-corporate official, partner, member, employee, or 5% or greater shareholder or other direct or indirect owner of such Unitholder (a “Unitholder Affiliate”), shall not:

(i)            act as an employee of the LLC if such Unitholder’s or Unitholder Affiliate’s functions, directly or indirectly, relate to the media enterprises of the LLC;

(ii)           serve, in any material capacity, as an independent contractor or agent of the LLC, with respect to the media enterprises of the LLC;

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(iii)          communicate with the LLC, the Board, any LLC management committee or any Manager on matters pertaining to the day-to-day operations of the LLC’s business;

(iv)          vote to admit any additional Unitholder or Manager to the LLC [subject to Section 6.7(a), if applicable];

(v)           vote to replace a Manager or member of the Board unless the Manager or such member of the Board is (i) subject to bankruptcy proceedings, (ii) is adjudicated incompetent by a court of competent jurisdiction, or (iii) is removed for cause, as determined by an independent party;

(vi)          perform any services for the LLC materially relating to its media activities, with the exception of making loans to, or acting as a surety for, the LLC (subject to compliance with the FCC’s equity debt attribution rules); or

(vii)         become actively involved in the management or operation of the media businesses of the LLC.

(b)           The insulation provisions of Section 6.9(a) are designed to ensure that an Insulated Unitholder will not be deemed to hold an attributable interest in the LLC.  Accordingly, such provisions shall be read to preclude an Insulated Unitholder from engaging in any activity which is inconsistent with the insulation criteria of the FCC, as such may be amended, modified or clarified from time to time,[ and the Board is authorized to amend the provisions of this Section 6.9(a) as may be deemed necessary to ensure that this Agreement insulates an Insulated Unitholder from attribution pursuant to the rules and regulations of the FCC and for purposes of the foreign ownership restrictions set forth in Section 310(b) of the Communications Act of 1934, as amended].  The insulation provisions, however, are not designed to preclude an Insulated Unitholder from engaging in any activity which is consistent with  the FCC’s insulation criteria and the holding of a non-attributable membership interest in the LLC.

(c)           So long as it does not cause the LLC to be in violation of the FCC’s ownership rules, a Unitholder may, at any time relinquish its status as an “insulated” Unitholder effective upon written notice to the Board, in which case the provisions of Section 6.9(a) shall no longer apply to such Unitholder.

(d)           For the avoidance of doubt, the provisions of this Section 6.9 shall not limit the rights of the Contributors pursuant to Section 6.7, except to the extent that any such right is inconsistent with the insulation criteria of the FCC, as such may be amended, modified or clarified from time to time.

Section 6.10         Refinancing of the Note.  The Company shall use commercially reasonable efforts to cause the Note to be refinanced as soon as reasonably practicable following the Effective Date at an interest rate and on other terms and conditions that, taken as a whole, and considering all attendant circumstances (including the timing of such financing and anticipated availability of alternative financing in the future), are more favorable to the Company than the interest rate and other terms and conditions of the Note, such determination to be made

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in the good faith judgment of Mr. Homel (or, if Mr. Homel is not a Unitholder, other senior management of the LLC).

Section 6.11         Management Rights.

So long as any Investor is a Unitholder or owns, directly or indirectly, any ownership interest in the Company, each of Fund X/B and Fund X/C will have the right under this Agreement to (a) consult with and advise the management of the Company and any of its Subsidiaries (including the right to meet with management personnel at least quarterly at the request of each of Fund X/B and Fund X/C) on matters relating to the business and financial affairs of the Company and any of its Subsidiaries and (b) review the books and records of the Company and any of its Subsidiaries, including without limitation, financial data (including projections) and operating data covering each of such entities, their businesses, operations and financial performance.  The rights granted to each of Fund X/B and Fund X/C under this Section 6.11 are intended to constitute “management rights” within the meaning of U.S. Department of Labor Regulation § 2510.3-101(d)(3)(ii), and the Company and its Subsidiaries will be operated consistent with the status of the Company as a “venture capital investment” of each of Fund X/B and Fund X/C. Notwithstanding anything to the contrary contained in this Section 6.11, the Board of Managers has full and exclusive power and authority on behalf of the Company and its Subsidiaries to acquire, manage, control, administer and operate the property, business and affairs of the Company and its Subsidiaries in accordance with Section 6.11 and the other applicable provisions of this Agreement.

ARTICLE VII

EXCULPATION AND INDEMNIFICATION

Section 7.1           Exculpation.  No Officer or Manager shall be liable to any other Officer, Manager, the LLC or any of its Subsidiaries or to any Unitholder for any loss suffered by the LLC or any of its Subsidiaries or any Unitholder unless such loss is caused by such Person’s fraud, gross negligence, willful misconduct or intentional and material breach of this Agreement.  The Officers and Managers shall not be liable for errors in judgment or for any acts or omissions that do not constitute fraud, gross negligence, willful misconduct or intentional and material breach of this Agreement.  Any Officer or Manager may consult with counsel and accountants in respect of LLC affairs, and provided such Person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Person shall not be liable for any loss suffered by the LLC or any Unitholder in reliance thereon.

Section 7.2           Right to Indemnification.  Subject to the limitations and conditions as provided in this Article VII, each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was a Unitholder, Manager or Officer, or while a Unitholder, Manager or Officer is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or

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domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the LLC to the fullest extent permitted by the Delaware Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the LLC to provide broader indemnification rights than said law permitted the LLC to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding, and indemnification under this Article VII shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder.  The rights granted pursuant to this Article VII shall be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal.  It is expressly acknowledged that the indemnification provided in this Article VII could involve indemnification for negligence or under theories of strict liability.  The Indemnified Persons are intended express third party beneficiaries of, and shall be entitled to enforce the provisions of this Article VII.

Section 7.3           Advance Payment.  Reasonable expenses incurred by an Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the LLC in advance of the final disposition of the Proceeding, unless otherwise determined by the Board in the specific case, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the LLC.

Section 7.4           Indemnification of Employees and Agents.  The LLC, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the LLC to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Persons who are not or were not Managers or Officers but who are or were serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a Person to the same extent that it may indemnify and advance expenses to Managers and Officers under this Article VII.

Section 7.5           Appearance as a Witness.  Notwithstanding any other provision of this Article VII, the LLC shall pay or reimburse reasonable out-of-pocket expenses incurred by a Manager or Officer in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

Section 7.6           Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Article VII shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, agreement, vote of Unitholders or disinterested Managers or otherwise.  Without limiting the foregoing, the LLC and each Unitholder hereby acknowledges that one or more of the Indemnified Persons may have certain

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rights to indemnification, advancement of expenses and/or insurance provided by an Affiliated Institution.  The LLC and each Unitholder hereby agrees that, with respect to any such Indemnified Person, the LLC (i) is, relative to each Affiliated Institution, the Indemnitor of first resort (i.e., its obligations to the applicable Indemnified Person under this Agreement are primary and any duplicative, overlapping or corresponding obligations of an Affiliated Institution are secondary), (ii) shall be required to make all advances and other payments under this Agreement, and shall be fully liable therefor, without regard to any rights any such Indemnified Person may have against his or her Affiliated Institution, and (iii) irrevocably waives, relinquishes and releases any such Affiliated Institution from any and all claims against such Affiliated Institution for contribution, subrogation or any other recovery of any kind in respect thereof.  The LLC further agrees that no advancement or payment by an Affiliated Institution on behalf of any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the LLC shall affect the foregoing and any such Affiliated Institution shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any such applicable Indemnified Person against the LLC.  The LLC and each Unitholder agree that each Affiliated Institution is an express third party beneficiary of the terms of this Section 7.6.

Section 7.7           Insurance.  The LLC may purchase and maintain insurance, or cause its Subsidiaries to purchase and maintain insurance, at its or their expense, to protect itself and any Person who is or was serving as a Manager, Officer or agent of the LLC or is or was serving at the request of the LLC as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited ability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the LLC would have the power to indemnify such Person against such expense, liability or loss under this Article VII.

Section 7.8           Limitation.  Notwithstanding anything contained herein to the contrary (including in this Article VII), but subject to any applicable Equity Agreement, any indemnity by the LLC relating to the matters covered in this Article VII shall be provided out of and to the extent of the LLC’s assets only, and no Unitholder shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity of the LLC).

Section 7.9           Effect on Other Agreements and Unitholders’ Obligations.  This Article VII shall not in any way affect, limit or modify any Unitholder’s liabilities or obligations under this Agreement or any Officer’s or employee’s liabilities or obligations under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any similar agreement with the LLC or any of its Subsidiaries.

Section 7.10        Savings Clause.  If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the LLC shall nevertheless indemnify and hold harmless each Manager, Officer or any other Person indemnified pursuant to this Article VII as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by

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any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1           Records and Accounting.  The LLC shall keep, or cause to be kept, appropriate books and records with respect to the LLC’s business, including all books and records necessary to provide any information, lists, and copies of documents required to be provided pursuant to Section 8.3 or pursuant to applicable laws.  The unit ledger for the LLC and any unit certificates held by the LLC, and the stock or unit ledgers and equity certificates for each of its Subsidiaries, shall be maintained at the New York and/or Washington, D.C. offices of Latham & Watkins LLP or at such other place as directed by the Majority Holders in writing from time to time hereafter.  All matters concerning (i) the determination of the relative amount of allocations and distributions among the Unitholders pursuant to Articles III and IV and (ii) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Board, acting reasonably and in good faith, which determination shall be final and conclusive as to all of the Unitholders absent manifest clerical error.

Section 8.2           Fiscal Year.  The annual accounting period of the LLC (the “Fiscal Year”) shall constitute the 12-month period ending on December 31 of each calendar year, or such other annual accounting period as may be established by the Board.

Section 8.3           Tax Information.  The LLC shall use reasonable best efforts to deliver or cause to be delivered, within 45 days after the end of each Taxable Year, to each Person who was a Unitholder at any time during such Taxable Year all information regarding the LLC necessary for the preparation of such Person’s federal and state income tax returns.

Section 8.4           Transmission of Communications.  Each Person that owns or controls Units on behalf of, or for the benefit of, another Person or Persons shall be responsible for conveying any report, notice, or other communication received from the Board to such other Person or Persons.

Section 8.5           LLC Funds.  No Manager or Officer may commingle the LLC’s funds with the funds of any Unitholder, Manager or Officer.

ARTICLE IX

TAXES

Section 9.1           Tax Returns.  At the direction of the Tax Matters Partner, the LLC shall prepare and file all necessary federal and state income tax returns, including making the elections described in Section 9.2.  Each Unitholder shall furnish to the LLC all pertinent information in its possession relating to LLC operations that is necessary to enable the LLC’s income tax returns to be prepared and filed.

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Section 9.2           Tax Elections.  The LLC shall make any election the Tax Matters Partner may deem appropriate.

Section 9.3           Tax Matters Partner.  GTCR Merlin (or an Affiliate so designated by GTCR Merlin and permissible under Section 6231 of the Code and the Treasury Regulations promulgated thereunder) shall be the “tax matters partner” of the LLC pursuant to Section 6231(a)(7) of the Code and any comparable provision of state or local tax law (the “Tax Matters Partner”).

Section 9.4           Code Section 83 Safe Harbor Election.

(a)           By executing this Agreement, each Unitholder authorizes and directs the LLC to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any interest in the LLC transferred to a service provider by the LLC on or after the effective date of such Revenue Procedure in connection with services provided to the LLC.  For purposes of making such Safe Harbor election, the Tax Matters Partner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the LLC and, accordingly, execution of such Safe Harbor election by the Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice.  The LLC and each Unitholder hereby agree to comply with all requirements of the Safe Harbor described in the Notice, including the requirement that each Unitholder shall prepare and file all federal income tax returns reporting the income tax effects of each interest in the LLC issued by the LLC covered by the Safe Harbor in a manner consistent with the requirements of the Notice.

(b)           The LLC and any Unitholder may pursue any and all rights and remedies it may have to enforce the obligations of the LLC and the Unitholders (as applicable) under Section 9.4(a), including seeking specific performance and/or immediate injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security) in order to enforce or prevent any violation of the provisions of Section 9.4(a).  A Unitholder’s obligations to comply with the requirements of this Section 9.4 shall survive such Unitholder’s ceasing to be a Unitholder of the LLC and/or the termination, dissolution, liquidation and winding up of the LLC, and, for purposes of this Section 9.4, the LLC shall be treated as continuing in existence.

(c)           Each Unitholder authorizes the Tax Matters Partner to amend Section 9.4(a) and 9.4(b) to the extent necessary to achieve substantially the same tax treatment with respect to any interest in the LLC transferred to a service provider by the LLC in connection with services provided to the LLC as set forth in Section 4 of the Notice (e.g., to reflect changes from the rules set forth in the Notice in subsequent guidance), provided that such amendment is not materially adverse to such Unitholder (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all interests in the LLC transferred to a service provider by the LLC in connection with services provided to the LLC).

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ARTICLE X

TRANSFER OF LLC INTERESTS

Section 10.1         Consent to Transfer.

(a)           No Unitholder shall Transfer all or any part of any interest in any Equity Securities except in compliance with this Article X and any other agreement binding upon such Unitholder which restricts the Transfer of Equity Securities (including any Senior Management Agreement or other Equity Agreement).  No Unitholder (other than a holder of Investor Equity) shall Transfer all or any part of any interest in any Equity Securities without first obtaining the Board’s prior written consent, which consent may be withheld in the Board’s sole discretion; provided that such Unitholder may Transfer Equity Securities (without the Board’s prior written consent, but subject to the other provisions of this Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to Section 10.2 (but not as a Transferring Unitholder), (iii) pursuant to the forfeiture or repurchase provisions set forth in any applicable Senior Management Agreement or other Equity Agreement, (iv) subject to Section 10.5(a), to such Unitholder’s Permitted Transferees provided that the ultimate parent of such Unitholder retains, directly or indirectly,  voting control of such Equity Securities and (v) pursuant to Section 10.11 (collectively, the “Exempt Transfers”); provided that if such Unitholder Transfers any interests in any Equity Securities to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest to the Unitholder making such Transfer.  Upon the Transfer of Equity Securities pursuant to clause (iv) above, the transferring holder of Equity Securities shall deliver a written notice (a “Transfer Notice”) to the LLC, which shall disclose in reasonable detail the identity of the Permitted Transferee(s) (and, if any such Permitted Transferee is an entity, the beneficial owner(s) thereof).  The holders of Investor Equity, subject to the restrictions on transfer set forth in the Registration Agreement (including in Section 3 thereof) or any agreement executed pursuant thereto, may Transfer all or any interest in Investor Equity at any time subject only to the restrictions on Transfer, if any, that are applicable to such Transfer pursuant to Sections 10.2, 10.3, and 10.5.  The limitations on Transfer set forth in this Section 10.1, shall not apply to any public offering of Equity Securities pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder.  Notwithstanding anything to the contrary in this Agreement, no Unitholder shall Transfer any Unit if such Transfer would cause the LLC to be in violation of, or unable to certify compliance with, any applicable material Law, including any foreign ownership rule or regulation of the FCC, or create any material risk of loss of any FCC license or other material approval or permit.

(b)           Spouses.

(i)            As a condition to becoming or remaining a Unitholder, each Unitholder that is an individual and is or becomes married will cause his or her spouse to execute an agreement in the form of Schedule D hereof.  If an existing Unitholder fails to have his or her spouse execute such agreement, until such time as such agreement is duly executed, such Unitholder will lose all of his or her rights hereunder except for the economic rights associated with his or her Units.

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(ii)           In the event of a property settlement or separation agreement between a Unitholder and his or her spouse, such Unitholder will use his or her best efforts to assign to his or her spouse only the right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar items to which such Unitholder was entitled, with respect to his or her Units to the extent Transferred to his or her spouse.

(iii)          If a spouse or former spouse of a Unitholder acquires any Units as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants, as evidenced by Schedule D, an irrevocable power of attorney (which will be coupled with an interest) to the original Unitholder who held such Units to vote or to give or withhold such approval as such original Unitholder will himself or herself vote or approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney.  Furthermore, such spouse or former spouse agrees that the LLC will have the option at any time to purchase all, but not less than all, of such Units for a purchase price equal to the amount that would have been distributed with respect to such Units pursuant to Section 4.1(a) if an amount equal to the Total Equity Value Proceeds (determined in accordance with the Valuation Procedure) were distributed to all Unitholders pursuant to Section 4.1(a).

Section 10.2         Tag Along Rights.

(a)           Participation Rights.  At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer.  The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”).  Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series  held by the Unitholders participating in such Transfer (including the Transferring Unitholder).  Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate

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consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be.  Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

(b)           Participation Procedure; Conditions.  With respect to any Transfer subject to Section 10.2(a), each Transferring Unitholder shall use its commercially reasonable efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Unitholders, and no Transferring Unitholder shall Transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing Unitholders, unless in connection with such Transfer, one or more of the Transferring Unitholders or their Affiliates purchase the number of Units from each Electing Unitholder which such Electing Unitholder would have been entitled to sell pursuant to Section 10.2(a) for the price specified in Section 10.2(a).  Each Electing Unitholder Transferring Units pursuant to this Section 10.2 shall pay its share (determined on a Pro Rata Basis) of the expenses incurred by the Transferring Unitholders in connection with such Transfer and shall be obligated to join on a Pro Rata Basis in any indemnification or other obligations that the Transferring Unitholder provides in connection with such Transfer (other than any such obligations that relate specifically to a particular Unitholder such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which case the Electing Unitholders will only be obligated to agree to such terms with respect to himself, herself or itself that the Transferring Unitholder provides with respect of itself); provided that except to the extent a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.

(c)           No Election.  If the Other Unitholders have not elected to participate in the contemplated Transfer (through notice to such effect or expiration of the 20-day period after delivery of the Sale Notice), then the Transferring Unitholder may Transfer the Units specified in the Sale Notice at a price and on terms no more favorable to the Transferring Unitholder thereof than specified in the Sale Notice during the 90-day period immediately following the date of the delivery of the Sale Notice.  Any Transferring Unitholder’s Units not Transferred within such 90-day period shall be subject to the provisions of this Section 10.2 upon subsequent Transfer.  The rights and obligations set forth in this Section 10.2 shall not apply to, and shall terminate upon the first to occur of, an initial Qualified Public Offering and a Sale of the LLC.

Section 10.3         Approved Sale; Drag Along Obligations.

(a)           Approved Sale.  If the Board approves or the Investors notify the Board that they desire to consummate a Sale of the LLC to one or more Independent Third Parties (an “Approved Sale”), each Unitholder (and each Person that retains voting control of any Units

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Transferred to a Permitted Transferee) shall (and shall cause any Manager(s) designated by it to) vote for (whether at a meeting of Unitholders or Managers or by written consent), consent to and raise no objections against, and not otherwise impede or delay, and take such actions required or reasonably requested by the Board and/or the Investors to effectuate such Approved Sale.  In furtherance of the foregoing, if the Approved Sale is structured as a (x) merger or consolidation, each Unitholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (y) sale of Units, each Unitholder shall agree to sell, and shall sell, all of his, her or its Units and rights to acquire Units on the terms and conditions approved by the Board and/or the Investors.  Each Unitholder shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Board and/or the Investors (including executing and delivering any and all agreements, instruments and other documents executed by the Investors on terms no less favorable to such Unitholders than to the Investors, including any applicable purchase agreement, stockholders agreement and/or indemnification and/or contribution agreement and, only in the case of Unitholders and their Affiliates who are also employees of the LLC or any of its Subsidiaries, executing and delivering any requested reaffirmation of any then existing non-competition and non-solicitation agreements between the LLC or any of its Subsidiaries and any such employee), it being understood, for the avoidance of doubt, that no terms of the Approved Sale shall result in any non-competition, non-solicitation or similar restrictions on the operations of any Unitholder that is not also an employee of the LLC or any of  its Subsidiaries.  Notwithstanding anything in this Agreement to the contrary, upon the request of the Investor, an Approved Sale shall be structured to include the sale of equity securities of any corporation that is an Affiliate of such Investor, and directly or indirectly is the beneficial owner of any Units (with no other operations,  assets or liabilities other than its direct or indirect interest in such Units).

(b)           Indemnification; Expenses.  Notwithstanding anything to the contrary, the Unitholders (including the Investors) shall be severally obligated to join on a Pro Rata Basis in any indemnification obligation the Board and/or the Investors have agreed to in connection with such Approved Sale (other than any such obligations that relate specifically to a particular Unitholder, such as indemnification with respect to representations and warranties given by a Unitholder regarding such Unitholder’s title to and ownership of Units, in which all Unitholders  will have obligations no less favorable than the Investors); provided that except to the extent a prospective Transferee permits a Unitholder to give a guarantee, letter of credit or other mechanism (which shall be dealt with on an individual basis), any escrow of proceeds of any such transaction shall be withheld on a Pro Rata Basis among all Unitholders.  Each Unitholder shall pay a portion of the expenses incurred by the Investors pursuant to an Approved Sale to the extent such expenses are incurred for the benefit of all Unitholders (as determined by the Board and/or the Investors), with the total amount of such expenses allocated among the Unitholders on a Pro Rata Basis.  Expenses incurred by any Unitholder on its own behalf (including the fees and disbursements of counsel, advisors and other Persons retained by such holder in connection with the Approved Sale) will not be considered costs incurred for the benefit of all Unitholders and, to the extent not paid by the LLC, will be the responsibility of such Unitholder.  Each Unitholder shall enter into any other agreement which the Board and/or the Investors approve and the Investors enter into on the same terms and conditions (other than as differences in such terms and conditions which might result from holdings of different classes of Units).  Without limiting the immediately prior sentence, each Unitholder shall enter into any indemnification, contribution or unitholder representative agreement requested by the Board and/or the Investors to ensure

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compliance with this Section 10.3(b) and the provisions of this Section 10.3(b) requiring several liability shall be deemed complied with if such requirement is addressed through such agreement, even if the purchase and sale agreement or merger agreement related to the Approved Sale provides for joint and several liability.

(c)           Purchaser Representative.  If any of the LLC, any of its Subsidiaries, or the Investors enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), any other Unitholder is not an “accredited investor” as defined in such rule, shall, at the reasonable request of the LLC, appoint a “purchaser representative” (as such term is defined in Rule 501 promulgated under the Securities Act) designated by the LLC.  If any Unitholder so appoints a purchaser representative, the LLC shall pay the fees of such purchaser representative.  However, if any such other Unitholder declines to appoint the purchaser representative designated by the LLC, such Unitholder shall appoint another purchaser representative (reasonably acceptable to the LLC), and such Unitholder shall be responsible for the fees of the purchaser representative so appointed.

(d)           No Grant of Dissenters Rights or Appraisal Rights.  In no manner shall this Section 10.3 be construed to grant to any Unitholder any dissenters rights or appraisal rights or give any Unitholder any right to vote in any transaction structured as a merger or consolidation, it being understood that the Unitholders hereby expressly grant to the Board and/or the Investors the sole right to approve or consent to a sale of all or substantially all of the assets of the LLC or a merger or consolidation of the LLC without approval or consent of the Unitholders, subject to compliance with the terms and conditions of this Agreement.

Section 10.4         Effect of Assignment.

(a)           Termination of Rights.  Any Unitholder who shall assign any Units or other interest in the LLC shall cease to be a Unitholder of the LLC with respect to such Units or other interest and shall no longer have any rights or privileges of a Unitholder with respect to such Units or other interest.

(b)           Deemed Agreement.  Any Person who acquires in any manner whatsoever any Units or other interest in the LLC, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms and conditions of this Agreement that any predecessor in such Units or other interest in the LLC of such Person was subject to or by which such predecessor was bound.

Section 10.5         Additional Restrictions on Transfer.  The following provisions apply to any Transfer (other than any Transfer in a public offering pursuant to an effective registration statement pursuant to the Securities Act or in compliance with Rule 144 promulgated thereunder):

(a)           Counterpart.  Each Transferee of Units or other interest in the LLC shall, as a condition precedent to such Transfer, execute and deliver to the LLC a counterpart to this

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Agreement and each Equity Agreement applicable to such Units to which the Transferor of such Units is a party (including any Senior Management Agreement) pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement and each such Equity Agreement.

(b)           Legal Opinion.  No Transfer of Units or any other interest in the LLC may be made unless in the opinion of counsel, satisfactory in form and substance to the Board (which opinion may be waived by the Board), such Transfer would not violate any federal securities laws or any state or provincial securities or “blue sky” laws (including any investor suitability standards) applicable to the LLC or the interest to be Transferred, or cause the LLC to be required to register as an “Investment Company” under the U.S. Investment Company Act of 1940, as amended.  Such opinion of counsel shall be delivered in writing to the LLC prior to the date of the Transfer.

(c)           Code Section 7704 Safe Harbor.  In order to permit the LLC to qualify for the benefit of a “safe harbor” under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit or economic interest shall be permitted or recognized by the LLC or the Board (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the LLC to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3)).  Further, no Transfer of any Unit or economic interest shall be permitted if such Transfer would create, in the Board’s discretion, a risk that the LLC would be treated as a publicly-traded partnership within the meaning of Code Section 7704.

Section 10.6        Legend.  In the event that certificated Units are issued, such certificated Units will bear the following legend:

“THE UNITS REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _____________ ___, _____, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [__________ ____], 2011, AS AMENDED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER (THE “LLC”), AND BY AND AMONG CERTAIN INVESTORS (THE “LLC AGREEMENT”).  THE UNITS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS, CERTAIN VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE

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LLC AGREEMENT AND/OR A SEPARATE AGREEMENT WITH THE INITIAL HOLDER.  A COPY OF SUCH CONDITIONS, REPURCHASE OPTIONS AND FORFEITURE PROVISIONS SHALL BE FURNISHED BY THE LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

If a Unitholder holding certificated Units delivers to the LLC an opinion of counsel, satisfactory in form and substance to the Board (which opinion may be waived by the Board), that no subsequent Transfer of such Units will require registration under the Securities Act, the LLC will promptly upon such contemplated Transfer deliver new certificated Units which do not bear the portion of the restrictive legend relating to the Securities Act set forth in this Section 10.7.

Section 10.7        Transfer Fees and Expenses.  The Transferor and Transferee of any Units or other interest in the LLC shall be jointly and severally obligated to reimburse the LLC for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer, whether or not consummated.

Section 10.8        Void Transfers.  Any Transfer by any Unitholder of any Units or other interest in the LLC in contravention of this Agreement (including the failure of the Transferee to execute a counterpart in accordance with Section 10.5(a)) or which would cause the LLC to not be treated as a partnership for U.S. federal income tax purposes shall be void and ineffectual and shall not bind or be recognized by the LLC or any other Person.  No purported assignee shall have any right to any profits, losses or distributions of the LLC.

Section 10.9        Vesting, Forfeiture and Repurchase of Units.  Notwithstanding anything to the contrary set forth in this Agreement, Units may be subject to vesting, forfeiture or repurchase as set forth in any applicable Senior Management Agreement or Equity Agreement.

Section 10.10      No Public Sales of Unvested Units.  Following the initial Public Offering of the LLC, no Management Unitholder shall Transfer any unvested securities of the LLC or any corporate successor thereto.

Section 10.11      Right of First Offer.  At any time after the fifth (5th) anniversary of the Effective Date, so long as the Contributors or their Permitted Transferees satisfy the Ownership Threshold, the Contributors or their Permitted Transferees (as applicable, the “ROFO Sellers”) may propose to transfer or sell any Units (the “Offered Units”) to any Person that is not a Permitted Transferee, the Investors, any of their Affiliates or any Format Competitor (such Person, a “Qualified Purchaser”), and the ROFO Sellers shall first offer to sell to the Investors (the “Rightholders”) the Offered Units in accordance with the following procedure:

(a)           The ROFO Sellers shall notify the Rightholders in writing (the “Offer Notice”) of their desire to sell the Offered Units and provide the price and other material terms and conditions upon which they are willing to sell the Offered Units and request that the Rightholders provide the ROFO Sellers with an offer to purchase such Offered Units.

(b)           The Rightholders shall have the right, but not the obligation, within 10 Business Days following delivery of the Offer Notice, to deliver a written acceptance (an “Acceptance”) to the ROFO Sellers of the offer contained in the Offer Notice, whereupon the

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Rightholders shall be obligated to purchase the Offered Units at the price and subject to the terms and conditions specified in the Offer Notice

(c)           The closing of the transfer of such Offered Units pursuant to an Acceptance shall occur on or before the date specified for Closing in the Offer Notice, which date shall not be later than 90 days following the date of the Offer Notice (subject to delay for any required governmental approvals).  If the Rightholders do not deliver an Acceptance within 10 Business Days following delivery of the Offer Notice (the “Acceptance Deadline”) or if the Rightholders do not consummate the purchase of the Offered Interests within the time period described in the foregoing sentence (the “Closing Deadline”), the offer contained in the Offer Notice shall be deemed a “Rejected Offer” and the date of such rejection (the “Rejection Date”) shall be the Acceptance Deadline or the Closing Deadline, as applicable.

(d)           The ROFO Sellers may, at any time within 180 days of the Rejection Date, sell such Offered Units to any Qualified Purchaser at a same or better (to the ROFO Sellers) price and payment terms and subject to other terms and conditions that are not materially more favorable to the Qualified Purchaser than the Rightholders.  Notwithstanding the foregoing, the ROFO Sellers shall not be permitted to Transfer any Units to any Qualified Purchaser if such Transfer would cause the LLC to be in violation of, or unable to certify compliance with, any applicable Law, including any foreign ownership rule or regulation of the FCC, or create any material risk of loss of any FCC license or other material approval or permit.

ARTICLE XI

ADMISSION OF UNITHOLDERS

Section 11.1        Substituted Unitholders.  In connection with the Transfer of an LLC Interest of a Unitholder permitted under the terms of this Agreement and the other Transaction Documents, the transferee shall become a Substituted Unitholder on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with or waiver of the conditions to such Transfer, including executing counterparts of, and become a party to, this Agreement and the other Transaction Documents to which the transferor Unitholder was a party, and such admission shall be shown on the books and records of the LLC.

Section 11.2         Additional Unitholders.  A Person may be admitted to the LLC as an Additional Unitholder only as contemplated under, and in compliance with, the terms of this Agreement, including furnishing to the Board (a) a letter of acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement, including the power of attorney granted in Section 15.1, and (b) such other documents or instruments as may be necessary or appropriate to effect such Person’s admission as a Unitholder (including counterparts or joinders to all applicable Transaction Documents).  Such admission shall become effective on the date on which the Board determines in its good faith discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the LLC.

Section 11.3        Optionholders.  Except as set forth in this Agreement, no Person that holds Equity Securities exercisable, exchangeable, or convertible into Units shall have any rights with respect to such Units until such Person is actually issued Units upon such exercise,

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exchange, or conversion and, if such Person is not then a Unitholder, is admitted as a Unitholder pursuant to Section 11.2.

ARTICLE XII

WITHDRAWAL AND RESIGNATION OF UNITHOLDERS

Section 12.1        Withdrawal and Resignation of Unitholders.  No Unitholder shall have the power or right to withdraw or otherwise resign or be expelled from the LLC prior to the dissolution and winding up of the LLC pursuant to Article XIII, except as otherwise expressly permitted by this Agreement or any of the other agreements contemplated hereby.  Notwithstanding that payment on account of a withdrawal may be made after the Effective Date of such withdrawal, any completely withdrawing Unitholder will not be considered a Unitholder for any purpose after the Effective Date of such complete withdrawal, and, in the case of a partial withdrawal, such Unitholder’s Capital Account (and corresponding voting and other rights) shall be reduced for all other purposes hereunder upon the Effective Date of such partial withdrawal.

Section 12.2        Withdrawal of a Unitholder.  No Unitholder shall have the power or right to withdraw or otherwise resign from the LLC except, simultaneous with the Transfer of all of a Unitholder’s Units in a Transfer permitted by this Agreement and, if such Transfer is to a Person that is not a Unitholder, the admission of such Person as a Unitholder pursuant to Section 11.1.

ARTICLE XIII

DISSOLUTION AND LIQUIDATION

Section 13.1        Dissolution.  The LLC shall not be dissolved by the admission of Additional Unitholders or Substituted Unitholders, or by the death, retirement, expulsion, bankruptcy or dissolution of a Unitholder.  The LLC shall dissolve, and its affairs shall be wound up upon the first to occur of the following:

(a)           approval of dissolution by the Board (with the approval of the Majority Holders) or by the Majority Holders (subject to Section 6.7(a)(v), if applicable); or

(b)           the entry of a decree of judicial dissolution or an administrative dissolution of the LLC under Section 18-802 of the Delaware Act.

Except as otherwise set forth in this Article XIII, the LLC is intended to have perpetual existence.  An Event of Withdrawal shall not cause a dissolution of the LLC and the LLC shall continue in existence subject to the terms and conditions of this Agreement.

Section 13.2        Liquidation and Termination.  On dissolution of the LLC, the Board shall act as liquidator or may appoint one or more representatives or Unitholders as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the LLC, sell all or any portion of the LLC assets for cash or cash equivalents as they deem appropriate, and make final distributions as provided herein and in the Delaware Act.  The costs of liquidation shall be borne as an LLC expense.  Until final distribution, the liquidator shall continue to operate the LLC

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properties with all of the power and authority of the Board.  The liquidator shall pay, satisfy, or discharge from LLC funds all of the debts, liabilities, and obligations of the LLC (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine) and shall promptly distribute the remaining assets to the holders of Units in accordance with Section 4.1(a), as if the LLC’s Taxable Year closed immediately prior to such distribution.  Any non-cash assets that are distributed to the Unitholders will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3.  After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 13.2.  In making the distributions pursuant to this Section 13.2, the liquidator shall allocate each type of asset (i.e., cash, cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Unitholder.  Any such distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidator deems reasonable and equitable and (y) the terms and conditions of any agreement governing such assets (or the operation thereof or the holders thereof) at such time.

The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 13.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the LLC and all the LLC’s property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act.  To the extent that a Unitholder returns funds to the LLC, it has no claim against any other Unitholder for those funds.

Section 13.3        Cancellation of Certificate.  On completion of the distribution of LLC assets as provided herein, the LLC shall be terminated (and the LLC shall not be terminated prior to such time), and the Board (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled, and take such other actions as may be necessary to terminate the LLC.  The LLC shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.3.

Section 13.4        Reasonable Time for Winding Up.  A reasonable time shall be allowed for the orderly winding up of the business and affairs of the LLC and the liquidation of its assets pursuant to Section 13.2 in order to minimize any losses otherwise attendant upon such winding up.

Section 13.5        Return of Capital.  The liquidator shall not be personally liable for the return of Capital Contributions or any portion thereof to the Unitholders (it being understood that any such return shall be made solely from LLC assets).

Section 13.6        Reserves Against Distributions.  The Board shall have the right to withhold from Distributions payable to any Unitholder under this Agreement amounts sufficient to pay and discharge any reasonably anticipated contingent liabilities of the LLC.  Any amounts

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remaining after payment and discharge of any such contingent liabilities of the LLC will be paid to the Unitholders from whom the Distributions were withheld.

ARTICLE XIV

VALUATION

Section 14.1        Cash Required for Payment of Units.  Except as otherwise provided herein or in any agreement, document or instrument contemplated hereby, any amount to be paid under this Agreement by reference to the Fair Market Value or Total Equity Value Proceeds shall be paid in full in cash, and any Unit being Transferred in exchange therefor will be Transferred free and clear of all Liens.

Section 14.2        Fair Market Value.  Within ten (10) days after consummation of the purchase and sale of Units pursuant to Section 6.8, the Contributors may dispute such determination by issuing a dispute notice (a “Dispute Notice”) to the Investors.  If the Contributors issue a Dispute Notice, then the Contributors and Investors shall reasonably agree on an Appraisal Firm (the “Independent Appraiser”).  If the Contributors and the Investors are not able to agree on an Appraisal Firm within five (5) days, then one Appraisal Firm will be engaged by the Contributors (the “Contributors’ Appraiser”), one Appraisal Firm will be engaged by the Investors (the “Investors’  Appraiser”), and a third Appraisal Firm will be engaged by the LLC and selected by the two Appraisal Firms, in which case such third Appraisal Firm will be the “Independent Appraiser” for purposes hereof.  Within a period of [30] days of the Dispute Notice, the Contributors (or the Contributors’ Appraiser, if applicable) and the Investors (or the Investors’ Appraiser, if applicable), shall each provide a determination of Fair Market Value to the Independent Appraiser (which in the case of the Investors or the Investors’ Appraiser shall not be less than the Board’s determination of Fair Market Value giving rise to the Dispute Notice).   Upon receipt of such determinations, the Independent Appraiser shall select the determination that it believes more accurately represents Fair Market Value, using all factors, information and data deemed to be pertinent and in accordance with this Agreement, and such determination shall be final and binding on the parties hereto.  The Contributors and the Investors shall use their reasonable and good faith efforts to work with the Independent Appraiser so that it has the information it reasonably believes necessary or advisable to make such selection.  If the Independent Appraiser selects the determination of Fair Market Value prepared by (i) the Contributors or the Contributors’ Appraiser, then the fees and expenses of the Appraisers will be borne by the Investors or (ii) the Investors or the Investors’ Appraiser, then the fees and expenses of each Appraiser will be borne by the Contributors.  If the determination of Fair Market Value selected by the Independent Appraiser is greater than the amount paid by the Investors, the Investors shall promptly pay such difference to the Contributors.

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ARTICLE XV

GENERAL PROVISIONS

Section 15.1        Power of Attorney.

(a)           Each Unitholder hereby constitutes and appoints each member of the Board and the liquidator, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and stead, to execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices (i) this Agreement, all certificates, and other instruments and all amendments (in the manner set forth herein) thereof in accordance with the terms hereof which the Board deems appropriate or necessary to form, qualify, or continue the qualification of, the LLC as a limited liability company in the State of Delaware and in all other jurisdictions in which the LLC may conduct business or own property; (ii) all instruments which the Board deems appropriate or necessary to reflect any amendment, change, modification, or restatement of this Agreement in accordance with its terms; (iii) all conveyances and other instruments or documents which the Board deems appropriate or necessary to reflect the dissolution and liquidation of the LLC pursuant to the terms of this Agreement, including a certificate of cancellation; and (iv) all instruments relating to the admission, withdrawal, or substitution of any Unitholder pursuant to Articles XI and XII.

(b)           The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency, or termination of any Unitholder and the Transfer of all or any portion of his or its LLC Interest and shall extend to such Unitholder’s heirs, successors, assigns, and personal representatives.

Section 15.2        Amendments.

(a)           Subject to Section 15.2(b) and 15.2(c), any provision of this Agreement may be amended or modified (whether by merger, consolidation, combination or otherwise (except in the event such merger, consolidation or other combination is in compliance with Section 10.3)) if, but only if, such amendment or modification is in writing and is approved in writing by the LLC and the Majority Holders.

(b)           Notwithstanding Section 15.2(a) but subject to Section 15.2(c), if an amendment or modification of this Agreement (whether by merger, consolidation, combination or otherwise (except in the event such merger, consolidation or other combination is in compliance with Section 10.3)):

(i)            would alter or change the rights hereunder of a Unitholder or class or group of Unitholders specifically granted such rights by name or by class (including without limitation any rights granted under Section 6.7), such amendment or modification shall not be effective against such Unitholder or group of Unitholders (as the case may be) without the prior written consent of such Unitholder (which,  for purposes of any amendment to Section 6.7, means the consent of the Contributors) or, in the case of a class or group of Unitholders, the holders of at least a majority of the Units held by such class or group of Unitholders; or

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(ii)           would alter or change the powers, preferences or rights hereunder of any Units in a manner that treats holders of a class of Units (holders of such class, the “Subject Unitholders”) materially and adversely different than other holders of such class of Units, such amendment or modification shall not be effective against the applicable Subject Unitholders without the prior written consent of the holders of at least a majority of such class of Units held by such Subject Unitholders; or

(iii)          would modify the limited liability of a Unitholder or adversely affect the exculpation, indemnification or advancement rights of such Unitholder or any of its Manager designees, such amendment or modification shall not be effective against such Unitholder without the prior written consent of such Unitholder.

(c)           Any amendments or modifications otherwise expressly permitted by this Agreement (including pursuant to Section 3.3), shall be interpreted in a manner that is consistent with the provisions of  Section 15.2(a) and Section 15.2(b).   The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 15.3        Title to LLC Assets.  LLC assets shall be deemed to be owned by the LLC as an entity, and no Unitholder, individually or collectively, shall have any ownership interest in such LLC assets or any portion thereof.  Legal title to any or all LLC assets may be held in the name of the LLC or one or more nominees, as the Board may determine.  The Board hereby declares and warrants that any LLC assets for which legal title is held in its name or the name of any nominee shall be held in trust by the Board or such nominee for the use and benefit of the LLC in accordance with the provisions of this Agreement.  All LLC assets shall be recorded as the property of the LLC on its books and records, irrespective of the name in which legal title to such LLC assets is held.

Section 15.4        Remedies.  Each Unitholder and the LLC shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any law.  Any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

Section 15.5         Successors and Assigns.  All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns, whether so expressed or not.  Each other party hereto consents to the Contributors’ pledging, assigning and granting, for the benefit of the financial institutions identified as agents or lenders under the Amended and Restated Revolving Credit and Term Loan Agreement dated as of November 2, 2006, as amended, by and among Emmis, Emmis Communications Corporation and the financial institutions identified therein from time to time as lenders, a continuing security interest and lien on all of the Contributors’ right, title and interest in and to all rights held by the Contributors and

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the rights to payment of money owing to the Contributors and all payments received by such Contributors (whether in cash or otherwise), in each case, under this Agreement.

Section 15.6        Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be performed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 15.7        Change in Business Form; Recapitalization.

(a)           IPO Approval.  If the Board approves an initial Qualified Public Offering with respect to the LLC, each Unitholder (and each Person that retains voting control of any Units Transferred to a Permitted Transferee) hereby consents to such Qualified Public Offering and shall vote for (to the extent it has any voting right) and raise no objections against such Qualified Public Offering, and each Unitholder shall take all reasonable actions in connection with the consummation of such initial Qualified Public Offering as determined by the Board.

(b)           Incorporation of the LLC.  The Board may, in order to facilitate a Qualified Public Offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its Unitholders, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the Unitholders, (ii) conversion of the LLC into a corporation pursuant to §18-216 of the Delaware Act (or any successor section thereto), (iii) Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange.  In connection with any such transaction as provided above, each holder of Units shall receive, in exchange for the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Board.  The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including any fees related to a filing under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended, if applicable.  It is the intent of the Unitholders that the conversion of the LLC into corporate form and the conversion or

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reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders.  In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange.  Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be).

(c)           Conversion to Limited Partnership.  Without limiting the generality of the foregoing, the Board may at any time, if the Board deems it in the best interests of the LLC and/or its Unitholders, effect a conversion of the LLC into a limited partnership pursuant to §18-216 of the Delaware Act (or any successor section thereto) provided that no Person that is a Unitholder immediately prior to such conversion shall be a general partner of such limited partnership without such Person’s prior written consent which may be granted or withheld in such Person’s sole discretion.  It is the intent of the Unitholders that the possibility of a conversion of the LLC into a limited partnership is part of the Unitholders’ original investment decision with respect to their respective Units.  No Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such conversion.  Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such conversion.

(d)           At any time after the LLC converts to a corporation pursuant to Section 15.7(b) or otherwise converts to or becomes treated as a corporation for federal income tax purposes, or in anticipation of such a conversion or treatment, the Unitholders (and their owners) shall cooperate in good faith to minimize any tax inefficiencies that may arise as a result of such treatment.  Without limiting the generality of the foregoing, the holder(s) of all of the outstanding equity interests of any Unitholder (or direct or indirect owner of any Unitholder) that is an entity treated as a corporation for federal income tax purposes shall have the right to merge such corporation with and into the LLC, or exchange the equity interests of such corporation for stock or interests, as the case may be, of the LLC, in each case for a number of shares or interests, as the case may be, in the LLC equal to the number of LLC units or interests, as the case may be, owned by such corporation, provided in each case that at the time of such merger or exchange such corporation has no material assets other than equity interests in the LLC and has no liabilities.

Section 15.8         Opt-in to Article 8 of the Uniform Commercial Code.  The Unitholders hereby agree that the Units shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

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Section 15.9        Notice to Unitholder of Provisions.  By executing this Agreement, each Unitholder acknowledges that it has actual notice of (a) all of the provisions hereof (including the restrictions on Transfer set forth herein), and (b) all of the provisions of the Certificate.

Section 15.10     Counterparts.  This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document.  All counterparts shall be construed together and constitute the same instrument.

Section 15.11      Consent to Jurisdiction.  Each Unitholder irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the State of Delaware and the state courts of the State of Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.  Each Unitholder further agrees that service of any process, summons, notice or document by United States certified or registered mail to such Unitholder’s respective address set forth in the LLC’s books and records or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.  Each Unitholder irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the State of Delaware or the state courts of the State of Delaware and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.

Section 15.12      Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.  Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa.  The use of the word “including” in this Agreement shall be by way of example rather than by limitation.  Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof.  Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document, or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification.  Wherever required by the context, references to a Fiscal Year or Taxable Year shall refer to a portion thereof.  The use of the words “or,” “either,” and “any” shall not be exclusive.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

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Section 15.13      Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 15.14     MUTUAL WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE LLC) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.

Section 15.15      Addresses and Notices.  All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day, or (c) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid).  Such notices, demands, and other communications shall be sent to the address for such recipient set forth in the LLC’s books and records, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.  All notices, demands, and other communications sent to the Investors shall be sent with a copy (which shall  not constitute notice) to:  Latham & Watkins, LLP, 885 Third Avenue, New York, NY 10022-4834, Facsimile:  (212) 751-4864, Attention:  Edward Sonnenschein and to Latham & Watkins, LLP, 555 Eleventh Street, N.W., Suite 1000, Washington, D.C. 20004-1304, Attention: Nicholas Luongo.  All notices, demands, and other communications sent to any Contributor shall be sent with a copy (which shall not constitute notice) to:  Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064, Attn: James M. Dubin and Kelley D. Parker, Facsimile: (212) 757-3900 and Wiley Rein LLP, 1776 K Street NW, Washington, DC 20006, Attn: John E. Fiorini, III, Facsimile: (202) 719-7049.  Any notice to the Board or the LLC shall be deemed given if received by the Board at the principal office of the LLC designated pursuant to Section 2.5.

Section 15.16      Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the LLC or any of its Affiliates, and no creditor who makes a loan to the LLC or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the LLC in favor of such creditor) at any time as a

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result of making the loan any direct or indirect interest in LLC Profits, Losses, Distributions, capital, or property other than as a secured creditor.  Notwithstanding the foregoing, each of the Managers, Officers or other Persons indemnified pursuant to Article 7 are intended third party beneficiaries of Article 7 and shall be entitled to enforce such provision (as it may be in effect from time to time).

Section 15.17      Waiver.  No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.  Notwithstanding the other provisions of this Agreement, Section 18-305(a) of the Delaware Act shall not apply to the LLC and no Unitholder shall have any rights thereunder.

Section 15.18      Further Action.  The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.19      Entire Agreement.  This Agreement, those documents expressly referred to herein, the other documents of even date herewith, and the other Transaction Documents embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 15.20      Electronic Delivery.  This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.  No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

Section 15.21      Survival.  Sections 4.5, 6.1, and Article VII shall survive and continue in full force in accordance with its terms notwithstanding any termination of this Agreement or the dissolution of the LLC.

Section 15.22     Certain Acknowledgments.  Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Unitholder shall be deemed to acknowledge to the Investors as follows:  (a) the determination of such Unitholder to acquire Units in connection with this Agreement or any other agreement has been made by such Unitholder independent of any other Unitholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition

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(financial or otherwise) of the LLC and its Subsidiaries which may have been made or given by any other Unitholder or by any agent or employee of any other Unitholder, (b) no other Unitholder has acted as an agent of such Unitholder in connection with making its investment hereunder and that no other Unitholder shall be acting as an agent of such Unitholder in connection with monitoring its investment hereunder, (c) the Investors have retained Latham & Watkins LLP in connection with the transactions contemplated hereby and expect to retain Latham & Watkins LLP as legal counsel in connection with the management and operation of the investment in the LLC and its Subsidiaries, (d) Latham & Watkins LLP is not representing and will not represent any other Unitholder in connection with the transaction contemplated hereby or any dispute which may arise between the Investors, on the one hand, and any other Unitholder, on the other hand, (e) such Unitholder will, if it wishes counsel on the transactions contemplated hereby, retain its own independent counsel, and (f) Latham & Watkins LLP may represent Investors (or any of their respective Affiliates (including, for the avoidance of doubt, the LLC and its Subsidiaries) in connection with any and all matters contemplated hereby (including any dispute between the Investors, on the one hand, and any other Unitholder, on the other hand) and such Unitholder waives any conflict of interest in connection with such representation by Latham & Watkins LLP.

Section 15.23     Financial Statements and Other Information.  So long as the Contributors or their Permitted Transferees have the right to appoint the Contributor Manager, the Contributor Manager shall receive all information and documents made available to any other Manager of the same time it is made available to such other Manager, and the LLC shall deliver to such Contributor, and to the extent requested by a holder of Class D Units, so long as such holder is employed by the LLC or one of its Subsidiaries, the LLC shall deliver to such holder of Class D Units:

(a)           as soon as available but in any event within 30 days after the end of each monthly accounting period in each fiscal year, unaudited consolidated statements of income and cash flows of the LLC and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and consolidated balance sheets of the LLC and its Subsidiaries as of the end of such monthly period, all prepared in accordance with United States generally accepted accounting principles, consistently applied (“GAAP”), subject to the absence of footnote disclosures, normal year-end adjustments and such other departures from GAAP as the Board may authorize;

(b)           as soon as available but in any event within 45 days after the end of each quarterly accounting period in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the LLC and its Subsidiaries for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and consolidating and consolidated balance sheets of the LLC and its Subsidiaries as of the end of such quarterly period, all prepared in accordance with GAAP, subject to the absence of footnote disclosures, normal year-end adjustments and such other departures from GAAP as the Board may authorize; and

(c)           as soon as available but in any event within 75 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows of the LLC and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the LLC and its Subsidiaries as of the end of such fiscal year, all prepared in accordance with GAAP and audited by a nationally recognized independent accounting firm.

* * * *

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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Limited Liability Company Agreement as of the date first above written.

MERLIN MEDIA, LLC

By:

Name:

Its:

[Signature Page to Merlin Media, LLC Second Amended & Restated LLC Agreement]

Investor:
GTCR MERLIN HOLDINGS, LLC
By:
Name:
Title:
Solely with respect to Sections 5.2 and 6.11 hereof:
GTCR FUND X/B LP
By:	GTCR Partners X/B LP
Its:	General Partner
By:	GTCR Investment X LLC
Its:	General Partner
By:
Name:
Title:
GTCR FUND X/C LP
By:	GTCR Partners X/A&C LP
Its:	General Partner
By:	GTCR Investment X LLC
Its:	General Partner
By:
Name:
Title:

[Signature Page to Merlin Media, LLC Second Amended & Restated LLC Agreement]

Mr. Homel:

Name: Benjamin L. Homel

[Signature Page to Merlin Media, LLC Second Amended & Restated LLC Agreement]

Contributors:
EMMIS OPERATING COMPANY
By:
	Name:
	Title:
EMMIS RADIO HOLDING CORPORATION
By:
	Name:
	Title:
EMMIS RADIO HOLDING II CORPORATION
By:
	Name:
	Title:

[Signature Page to Merlin Media, LLC Second Amended & Restated LLC Agreement]

EX-2.3

EXHIBIT 2.3

EXECUTION VERSION

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, 2011

TABLE OF CONTENTS

ARTICLE 1	ASSETS TO BE CONTRIBUTED	2
1.1	Contribution of Assets and Assumption of Liabilities	2
1.2	Assets	2
1.3	Excluded Assets	4
1.4	Assumption of Only Certain Liabilities and Obligations	5
1.5	Recapitalization	6
1.6	Contribution Price	6
ARTICLE 2	CLOSING	7
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS	7
3.1	Organization	7
3.2	Solvency	7
3.3	Securities Representations	7
3.4	Emmis’s Post-Closing Assets and Continuing Operations	8
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	8
4.1	Organization and Standing	8
4.2	Authorization and Binding Obligation	8
ARTICLE 5	COVENANTSOF THE CONTRIBUTORS	8
5.1	Cooperation with Lien Release	8
5.2	Transfer of Social Media Accounts	9
5.3	Further Assurances	9
5.4	Access to Information	9
5.5	Employee Non-Solicitation	9
ARTICLE 6	JOINT COVENANTS	10
6.1	Closing Covenants	10
6.2	Tax Matters	10
6.3	Post-Closing Consents; Nonassignable Contracts	10
6.4	Use of Certain Transmission Facilities	12
ARTICLE 7	CONDITIONS TO OBLIGATIONS	13
7.1	Conditions to Obligations of the Contributors and the Company	13
7.2	Conditions to Obligations of the Company	13
7.3	Condition to Obligations of the Contributors	14
ARTICLE 8	INDEMNIFICATION	14

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8.1	Survival	14
8.2	Indemnification by the Contributors	14
8.3	Indemnification by the Company	15
8.4	Indemnification Procedures	15
8.5	No Contribution by the Company	17
8.6	Indemnification Sole and Exclusive Remedy	17
8.7	LMA Effects	17
ARTICLE 9	TERMINATION/EFFECTIVENESS	18
9.1	Termination	18
9.2	Effect of Termination	18
ARTICLE 10	MISCELLANEOUS	18
10.1	Waiver	18
10.2	Notices	18
10.3	Assignment	20
10.4	Rights of Third Parties	20
10.5	Expenses	20
10.6	Governing Law	21
10.7	Captions; Counterparts	21
10.8	Schedules, Exhibits and Annexes	21
10.9	Entire Agreement	21
10.10	Amendments	21
10.11	Publicity	21
10.12	Severability	22
10.13	Consent to Jurisdiction; Service of Process; Waiver of Jury Trial	22
10.14	Remedies	23
10.15	Execution in Counterparts	23
10.16	Time is of the Essence	23
10.17	Confidential Nature of Information	23
10.18	Non-Recourse	24
ARTICLE 11	DEFINITIONS	24
11.1	Defined Terms	24
11.2	Construction	28

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SCHEDULES & EXHIBITS

Schedule 1.2(a)(i)	FCC Licenses
Schedule 1.2(a)(ii)	Permits
Schedule 1.2(b)	Leased Real Property
Schedule 1.2(c)	Personal Property
Schedule 1.2(d)	Assumed Contracts
Schedule 1.2(e) Schedule 1.2(h)	Station Intellectual Property Certain Included Assets
Schedule 1.3(j)	Other Excluded Assets
Schedule 11.1(a)	Permitted Liens
Exhibit A	Restructuring and Contribution Agreement
Exhibit B	Initial LLC Agreement
Exhibit C	Form of First Amended and Restated Merlin LLC Agreement
Exhibit 7.2(d)(i)	Form of FCC Licenses Assignment 1
Exhibit 7.2(d)(ii)	Form of Bill of Sale and Assumption Agreement
Exhibit 7.2(d)(iv)	Form of Registration Agreement
Exhibit 7.3(a)(i)	Form of FCC Licenses Assignment 2
Annex A	Contributor Units to be Issued at Closing

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CONTRIBUTION AGREEMENT

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, individually.  Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in Article 11 of this Agreement and, if not otherwise defined herein, shall have respective meanings ascribed to them in the Purchase Agreement.

RECITALS

WHEREAS, the Emmis License Holder is the holder of the licenses and authorizations issued by the Federal Communications Commission (the “FCC”) for the operation of the following radio stations (each, a “Station”, and collectively, the “Stations”): (i) WKQX-FM, 101.1 MHz, Channel 266, Chicago, IL (FIN 19525), (ii) WRXP-FM, 101.9 MHz, Channel 270, New York, NY (FIN 67846) and (iii) WLUP-FM , 97.9 MHz, Channel 250, Chicago, IL (FIN 73233);

WHEREAS, prior to the execution and delivery of this Agreement, each Contributor other than License Holder has contributed all right, title and interest held in certain assets related to the Stations other than the FCC Licenses to the Company,  and the Company has assumed certain specified liabilities from such parties, in each case pursuant to a Restructuring and Contribution Agreement a copy of which is attached as Exhibit A hereto (the “Restructuring and Contribution Agreement” and the transactions consummated thereunder, the “Push-Down Contribution”).

WHEREAS, in connection with the Push-Down Contributionthe Company was formed pursuant to a Certificate of Formation filed on June 17, 2011, and is governed by that certain Limited Liability Company Agreement of the Company, by and between Emmis Radio 1 and Emmis Radio 2, a copy of which is attached as Exhibit B hereto (the “Initial LLC Agreement”);

WHEREAS, subject to the terms and conditions of this Agreement, at Closing (i) the Emmis License Holder desires to contribute the FCC Licenses and, with respect to the Specified Stations only, associated call letters, to the Company, subject to the assumption of the Assumed Liabilities by the Company from Emmis License Holder and (ii) the Contributors desire to contribute all right, title and interest to any Assets acquired after the date hereof, including in the case of any assets beneficially transferred under the Restructuring and

Contribution Agreement, all right, title and interest to legal assignment thereof to the Company, subject to the assumption of Assumed Liabilities by the Company (the contributions and assumptions referred to in clause (i) and (ii) together, the “Contribution”);

WHEREAS, the Company desires to acquire all of the Assets from the Contributors on the terms and conditions set forth herein, in exchange for the issuance by the Company of the Units and the assumption by the Company of the Assumed Liabilities;

WHEREAS, Emmis Radio 1, Emmis Radio 2 and Emmis License Holder desire to recapitalize the Company with the Contribution at Closing and to execute and deliver the First Amended and Restated Limited Liability Company Agreement, in the form attached as Exhibit C  hereto (the “First Amended LLC Agreement”); and

WHEREAS, immediately upon consummation of the transactions contemplated by this Agreement, (i) Emmis License Holder will distribute to Emmis the Units it receives for contribution of the FCC Licenses and (ii) the Company will contribute the FCC Licenses to a newly formed limited liability company that is wholly owned by the Company (the “Merlin License Holder”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1

ASSETS TO BE CONTRIBUTED

1.1           Contribution of Assets and Assumption of Liabilities.  On the terms and subject to the conditions set forth in this Agreement, at the Closing:

(a)           the Contributors shall, contribute, transfer, assign, convey and deliver to the Company, and the Company shall accept from the Contributors, the FCC Licenses and any and all other Assets,  free and clear of all Liens (other than Permitted Liens);

(b)           the Company shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities;

(c)           the Company shall contribute, transfer, assign, convey and deliver to the Merlin License Holder, the FCC Licenses received from Emmis License Holder pursuant to Section 1.1(a), free and clear of all Liens (other than Permitted Liens); and

(d)           the Merlin License Holder shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities assumed from Emmis License Holder.

1.2           Assets.  The “Assets” are all of the right, title and interest that each of the Contributors and their respective Affiliates possesses in the following assets, rights and

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properties (other than the Excluded Assets), as the same may exist as of the close of business on the Closing Date:

(a)           to the extent transferable:

(i)           all licenses, permits and other authorizations, applications and approvals issued to the Contributors or any of their Affiliates by, or pending before, the FCC relating to the Stations in accordance with the Communications Act and all FCC Rules and Policies, including those licenses, permits and other authorizations and approvals, and any assignable pending applications with respect to the Stations, including those listed on Schedule 1.2(a)(i) attached hereto, together with renewals, modifications or extension thereof between the date hereof and the Closing Date (collectively, the “FCC Licenses”); and

(ii)           all other licenses, authorizations, franchises, immunities, approvals, consents, registrations, permits or other governmental authorizations with respect to the Stations required by Governmental Authorities or under applicable Laws to permit the applicable Contributors or their Affiliates to own, operate, use and maintain the tangible Assets in the manner in which they are now operated and maintained and to conduct the business of the Stations as currently conducted, including those listed on Schedule 1.2(a)(ii) attached hereto, together with renewals, modifications or extension thereof between the date hereof and the Closing Date (collectively, “Permits”);

(b)           all right, title and interest held by the Contributors or their Affiliates in and to the leases and other leasehold interests, easements, rights to access, rights of way, real property licenses and options and other interests used by the Stations and listed and described on Schedule 1.2(b) (collectively, the “Leased Real Property”), including any Contributor’s interest, if any, in (i) all buildings, structures, and improvements on any and all such Leased Real Property, (ii) all easements or other appurtenances for the benefit of such Leased Real Property, and (iii) such additional buildings, structures, improvements and interests in the Leased Real Property made or acquired between the date of this Agreement and the Closing Date and used or held for use by the Contributors or their Affiliates in the operation of the Stations;

(c)           all studio equipment, office equipment, office furniture, fixtures, materials and supplies, fixed assets, production equipment, computers (including traffic and accounting computers), computer servers, telephone systems, cell phones, personal data assistants, personal computers and similar devices, leasehold improvements, inventories, vehicles, and other tangible personal property used by the Stations’ studios, including towers, transmitters, antennas, receivers, spare parts and other tangible personal property owned by the Contributors or their Affiliates, including the property listed on Schedule 1.2(c), together with replacements thereof and additions thereto made between the date hereof and the Closing Date, but excluding (i) any such items that are leased or operated collectively with other broadcasters and (ii) any such property disposed of in the Ordinary Course of Business of the Stations (collectively, the “Personal Property”);

(d)           all rights in and to any Contracts relating exclusively to any Station or the Stations and used or useful in such Station’s or Stations’ business to which the Contributors or

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their Affiliates are party or to which any of them are bound, or to which any of the Assets are subject, to the extent listed on Schedule 1.2(d) hereto (the “Assumed Contracts”);

(e)           all of the Contributors’ and their Affiliates’ right, title and interest in and to all Intellectual Property, and the other intangible assets owned by the Contributors or such Affiliates and used exclusively in the operation of the business of the Specified Station, including those items listed on Schedule 1.2(e) hereto, and all claims against third parties for past, present and future unauthorized use, infringement and misappropriation with respect to any of the foregoing, but excluding any Intellectual Property identified in Section 1.3 below, including the name “Emmis” or any derivation thereof (the “Station Intellectual Property”);

(f)            a copy or original of each Station’s public inspection file, filings with the FCC relating to the Stations, all records required by the FCC to be kept by the Stations, and to the extent maintained by the Contributors, all records relating to the Real Property and the Personal Property, and such technical information, engineering data, and, to the extent transferable, rights under manufacturers’ warranties as they exist at the Closing and directly related to the Assets being conveyed hereunder;

(g)           to the extent maintained by the Contributors, originals or copies of all books and records used by the Stations, including proprietary information, financial data and information, technical information and data, operating manuals, data, studies, records, reports, ledgers, files, correspondence, computer files, plans, diagrams, blueprints and schematics for the Stations and including computer readable disk or tape copies of any items stored on computer files;

(h)           telephone numbers, websites, domain names and e-mail addresses owned by the Contributors and used exclusively in the business of the Specified Stations, and such additional assets specified in Schedule 1.2(h) hereto;

(i)             all goodwill, if any, associated with the Assets and the business of the Specified Stations;

(j)            all claims, counterclaims, credits, causes of action, rights of recovery and rights of indemnification or set-off of the Contributors or their Affiliates, whether mature, contingent or otherwise, arising out of the business of the Stations as and to the extent attributable to any Assumed Liabilities for any period after the Closing Date; and

(k)            all Social Media Accounts held in the name of the Specified Stations.

1.3           Excluded Assets.  No other assets of the Contributors shall be transferred to the Company hereunder, including the following, which shall not be included in the Assets (collectively, the “Excluded Assets”):

(a)            any insurance policies, and any cash surrender value in regard thereto, of any of the Contributors;

(b)           any employee benefit plan or arrangement of any of the Contributors (including, without limitation, any Contributors Plan), and the assets thereof;

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(c)            the “Emmis” tradename and any derivations thereof and related trade and service marks;

(d)           the corporate records of each of the Contributors, including transfer books;

(e)           any and all assets exclusively relating to, or used exclusively by, radio stations other than the Stations (“Retained Stations”) or by Emmis Communications Corporation and its controlled Affiliates that are not related to the Stations;

(f)            programming that originates from the Retained Stations;

(g)           any rights of the Contributors as Contributor Indemnified Parties under this Agreement or as an indemnified party under any Related Documents;

(h)           all accounts receivable, prepaid expenses and similar items of working capital held by the Stations;

(i)             assets that will be retained by the Contributors and made available to the Company pursuant to the Transition and Shared Services Agreement (collectively, the “Shared Assets”); and

(j)             any other assets identified on Schedule 1.3(j).

In the event of any disagreement or inconsistency between Section 1.2 above and this Section 1.3, this Section 1.3 shall control.

1.4           Assumption of Only Certain Liabilities and Obligations.

(a)            “Assumed Liabilities” mean the following Liabilities and obligations of the Contributors (other than the Excluded Liabilities):

(i)           those Liabilities and obligations of the Contributors or any of their Affiliates related to future performance to be discharged or performed after the Closing Date under the Assumed Contracts;

(ii)          those Liabilities and obligations of the Emmis License Holder and its Affiliates related to future performance to be discharged or performed after the Closing Date under the FCC Licenses;

(iii)         those Liabilities and obligations of the Contributors or any of their Affiliates related to future performance to be discharged or performed after the Closing Date under the Permits;

(iv)         those Liabilities and obligations of the Contributors or any of their Affiliates related to future performance to be discharged or performed after the Closing Date under the Leased Real Property; and

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(v)          all Liabilities for Transfer Taxes that would be the responsibility of the Contributors but for Section 6.2(a); and

(vi)         all Liabilities incurred after Closing relating to the conduct of the business by the Stations or the operation of the Assets.

(b)           The Company shall not and does not assume or agree to become liable for or successor to any Liabilities (other than Assumed Liabilities) of or relating to the Contributors, their predecessors, successors or any of their Affiliates, or with respect to the Retained Stations (collectively, the “Excluded Liabilities”).  For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement or any Related Document, the Parties agree that the following constitute Excluded Liabilities: (i) any breach or default under any Assumed Contract occurring on or prior to the Closing Date, (ii) any violation of Laws occurring on or prior to the Closing Date, (iii) any breach of warranty, tort or infringement occurring on or prior to the Closing Date, (iv) (A) all Liabilities of the Contributors or any Affiliate of any Contributor in respect of any Tax for any Tax period (other than any Tax that is the responsibility of the Company pursuant to this Agreement, the Purchase Agreement or any Related Document) and (B) all Liabilities for any Tax otherwise imposed relating to the Assets or the Stations for any Pre-Closing Tax Period, in each case including any obligation to indemnify or otherwise assume or succeed to the Tax Liability of any other Person, (v) all employment or employee benefits-related Liabilities of the Contributors, their predecessors, successors or any of their Affiliates (including all Liabilities with respect to the Contributors Plans and all employment or employee-benefits related Liabilities with respect to the Retained Stations), (vi) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand to the extent that it relates to the foregoing subsections (i), (ii), (iii) and (iv).  Notwithstanding anything to the contrary in this Agreement or the Related Documents, all Excluded Liabilities shall be and remain the sole obligation of the Contributors and the Company shall not be obligated in any respect therefor.  In the event of any inconsistency between Section 1.4(a) and Section 1.4(b), this Section 1.4(b) shall control.

1.5           Recapitalization.  Subject to the terms and conditions set forth in this Agreement, at the Closing Emmis Radio 1, Emmis Radio 2 and Emmis License Holder shall effectuate the recapitalization of the outstanding equity interests of the Company by executing and delivering the First Amended LLC Agreement.

1.6           Contribution Price.  Not less than five (5) Business Days before the Closing Date, the Contributors shall deliver written notice (the “Election Notice”) to the Company and the GTCR Investor selecting one of the options of the aggregate number of Class A Units, Class B Units and Class C Units in a “Funding Level” table (as set forth in the row entitled “Total”) set forth on Annex A hereto and, subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue to each Contributor a pro rata portion (determined by Emmis and the Company based on the fair market value of the Assets and Liabilities contributed by such Contributor to the Company) of (a) the aggregate number of Class A Units, Class B Units and/or Class C Units listed in the alternative so selected so that collectively the Contributors own all such Units, plus (b) 60,000,000 additional Class B Units.  The Units issued to the Contributors pursuant to this Section 1.6 shall be the “Contribution Price”.  The Election Notice shall be made once and shall be irrevocable.  Upon such issuance of

6

Units, Emmis License Holder shall immediately distribute the Units it receives as its portion of the Contribution Price to Emmis.

ARTICLE 2

CLOSING

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 555 11th St., NW, Washington, D.C. 20004, at 10:00 a.m., local time, on the date which is one (1) Business Day after the date on which all conditions set forth in Article 7 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing) or such other time and place as the Parties may mutually agree (the “Closing Date”); provided, that in no event shall the Closing Date be on or after the Closing Date under the Purchase Agreement (the “Purchase Closing Date”).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF THE CONTRIBUTORS

The Contributors, jointly and severally (except as otherwise specifically set forth below), hereby represent and warrant to the Company as follows:

3.1           Organization.  The representations and warranties contained in Sections 3.1, 3.2 and 3.3 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis.

3.2           Solvency.  None of the Contributors are entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors.  After giving effect to the consummation of the transactions contemplated by this Agreement and the Related Documents, at and immediately after the Closing, each of the Contributors (a) will be solvent; (b) will have adequate capital and liquidity with which to engage in its business; and (c) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

3.3           Securities Representations.  Each Contributor represents as follows in connection with its receipt of Units hereunder:

(a)           Such Contributor is acquiring the Units acquired pursuant hereto for its own account with the present intention of holding such Units for purposes of investment (other than as contemplated by the Purchase Agreement), and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws.

(b)           Such Contributor is an “Accredited Investor” as such term is defined in Regulation D promulgated under the Securities Act and is a sophisticated investor for purposes of applicable Law.

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(c)           Such Contributor’s Units were not offered to such Contributor by any means of general solicitation or general advertising.

(d)           Such Contributor believes that it has such knowledge and experience in financial and business matters that such Contributor is capable of evaluating the merits and risks of an investment in the Company.

(e)           Such Contributor is able to bear the economic risks of an investment in the Units and could afford a complete loss of such investment.

3.4           Emmis’s Post-Closing Assets and Continuing Operations.  Upon consummation of the transactions contemplated by this Agreement and the Related Documents, Emmis and its subsidiaries on a consolidated basis will retain business activity of at least twenty-five percent (25%) of Emmis’s total assets as of February 28, 2011, and twenty-five percent (25%) of either income from continuing operations before taxes or revenues from continuing operations for the fiscal year ended February 28, 2011.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Contributors as follows:

4.1           Organization and Standing.  Such entity has been duly formed and is validly existing as a limited liability company in good standing under the Laws of the State of Delaware.  The copies of the Organizational Documents of such entity previously made available to the Contributors are true, correct and complete.  Such entity has the requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on the business of the Stations.  As of the Closing Date, such entity will be qualified to do business in all jurisdictions where the failure to so qualify would have a material adverse effect on its business, taken as a whole.

4.2           Authorization and Binding Obligation.  The execution, delivery and performance of this Agreement and the Related Documents and all other agreements contemplated hereby or thereby to which such entity is a party, have been duly authorized by such entity.  This Agreement, the Related Documents and each other agreement contemplated hereby or thereby each constitutes a valid and binding obligation of such entity, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing.

ARTICLE 5

COVENANTS OF THE CONTRIBUTORS

5.1           Cooperation with Lien Release.  During the period prior to the Purchase Closing Date, the Contributors, and their respective officers, managers, employees, auditors and agents shall (a) obtain the termination and release in full of all Liens affecting the Assets and of all Liens on the Units to be transferred under the Purchase Agreement effective no later than the

8

Purchase Closing Date in connection with the consummation of the transactions contemplated hereby and (b) cooperate with the Company and make available to the Company such information as the Company may reasonably request in order for the Company to obtain Liens on the Assets in connection with the consummation of the transactions contemplated hereby.

5.2           Transfer of Social Media Accounts.  The Contributors shall cause the Contributors’ employees or agents who are the account holders for Social Media Accounts held in the name of the Specified Stations to use their respective commercially reasonable efforts to convey title and control to such accounts to individuals designated by the Company at the Closing.

5.3           Further Assurances.  In the event that at any time prior to or after the Closing Date any further action is reasonably necessary to carry out the purposes of this Agreement, the Contributors shall take such further action (including the execution and delivery of such further instruments and documents) as the Company or the GTCR Investor may reasonably request.

5.4           Access to Information.  After the Closing, the Contributors shall afford to the Company, its accountants, counsel and other representatives reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the Contributors, to all of their respective offices, properties, books, contracts, commitments, Tax Returns, records and appropriate officers and employees of the Contributors, and shall furnish such representatives with all financial and operating data and other information concerning the affairs of the Stations as the Company or such representatives may reasonably request, including all such information as shall be necessary to enable the Company to cause to be prepared audited financial statements for the Stations for the fiscal year in which the transactions contemplated hereby are consummated and the four preceding fiscal years.

5.5           Employee Non-Solicitation.  Except as contemplated by the Local Marketing Agreement, for a period of three (3) years following the date hereof, each of the Contributors and the Company agree not to (and each such Person will ensure that such Person’s controlled Affiliates and any person acting on behalf of or in concert with such Persons or any of their controlled Affiliates will not, and the Company shall cause any Affiliate that employs Mr. Homel not to, directly or indirectly, solicit for employment or retention as a contractor, hire, retain, offer to hire or retain, entice away or offer to enter into any contract with any officer, director or employee of the Company or any of its subsidiaries (in the case of each Contributor and its Affiliates) or of the Contributors, Emmis Communications Corporation and its controlled Affiliates (in the case of the Company and its Subsidiaries and such Affiliates that employ Mr. Homel), including officers, directors and employees who serve or are employed by the Company, the Contributors, Emmis Communications Corporation or their respective Affiliates, as applicable, on or after the date hereof, except that this Section 5.5 shall not restrict (a) any general solicitation for employment that is not specifically directed at such officers, directors or employees or (b) the hiring of any such officer, director or employee at any time after the twelve-month anniversary of the termination of such service or employment with the Company, the Contributors, Emmis Communications Corporation or their respective Affiliates, as applicable.

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ARTICLE 6

JOINT COVENANTS

6.1           Closing Covenants.  The parties agree that the covenants contained in Section 6.1 and Section 6.3 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis, with the Company substituted in place of references to the Investors (as defined therein).

6.2           Tax Matters.

(a)           Transfer Taxes shall be paid by the Company.  The Party required by applicable Law to file Tax Returns required in connection with Transfer Taxes shall file such Tax Returns and, subject to receipt of payment from the other Party of the amount of Transfer Taxes for which such other Party is liable pursuant to this Section 6.2(a), shall pay the amount of Transfer Taxes due with such Tax Returns.  Each Party shall use its commercially reasonable efforts to minimize the amount of such Transfer Taxes and to cooperate in the preparation, execution and filing of all Tax Returns and other documents required in connection with such Transfer Taxes.

(b)           The Contributors shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Assets attributable to the Pre-Closing Tax Period.  All Property Taxes levied with respect to the Assets for the Straddle Period shall be apportioned between the Contributors, on the one hand, and the Company, on the other hand, based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period.  Subject to applicable provisions of the Local Marketing Agreement, the Contributors shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and the Company shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period.  Upon receipt of any bill for such Property Taxes, the Contributors or the Company, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.2(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount.  The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement.  In the event that the Contributors or the Company make any payment for which it is entitled to reimbursement under this Section 6.2(b) or the Local Marketing Agreement, the applicable Party shall make (or cause to be made) such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.  To the extent the provisions of this Section 6.2(b) conflict with the Local Marketing Agreement, the Local Marketing Agreement shall control.

(c)           The Contributors shall promptly notify the Company in writing upon receipt by any Contributor of notice of any pending or threatened Tax audit or assessment relating to the income, properties or operations of any Contributor that reasonably may be expected to relate to or give rise to a Lien on any Asset or Station.

6.3           Post-Closing Consents; Nonassignable Contracts.

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(a)           The Contributors and the Company each shall use commercially reasonable efforts after the Closing Date to obtain any consents, approvals or authorizations of any third parties that are not obtained prior to the Closing Date and that are required in connection with the transactions contemplated by this Agreement.

(b)           From the date hereof through the Closing Date, the GTCR Investor may, by written notice to the Contributors, cause any Contract relating exclusively to any Station or the Stations and used in such Station’s or Stations’ business to which the Contributors are party or to which any of them are bound (other than any Excluded Asset), to be an Assumed Contract for purposes of Section 1.2(d) and transferred and assumed at the Closing (subject to the provisions of this Section 6.3).

(c)           Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Assumed Contract is not capable of being transferred by the Contributors to the Company pursuant to this Agreement without the consent, approval or authorization of a landlord or other third party, and such consent, approval or authorization is not obtained prior to the Closing, or if such transfer or attempted transfer would constitute a breach or a violation of the Assumed Contract or any Law (each a “Specified Consent”), nothing in this Agreement shall constitute an assignment or transfer or an attempted assignment or transfer thereof.

(d)           In the event that (i) any such Specified Consent is not obtained on or prior to the Closing Date or (ii) the GTCR Investor so request with respect to any Shared Contract, the Contributors shall use commercially reasonable efforts to, or to cause one of their Affiliates to use commercially reasonable efforts to: (A) provide to the Company all of the benefits of the applicable Assumed Contract or Shared Contract; (B) cooperate in any reasonable and lawful arrangement designed to provide such benefits to the Company, including accepting such reasonable direction as the Company shall request of such Contributor; and (C) enforce at the request and expense of the Company, any rights of the Contributors arising from any such Assumed Contract or Shared Contract. No Party shall be obligated to pay any fee to any landlord or other third party to obtain any Specified Consent.

(e)           If the Company is provided the benefits received by the Contributors under any Assumed Contract or Shared Contract pursuant to Section 6.3(d), the Company shall perform and discharge when due those obligations, and assume those liabilities, of the Contributors under such Assumed Contract or Shared Contract to the extent arising out of or relating to the Stations, for the benefit of the Contributors and the other party or parties thereto, in each case as reasonably determined by the applicable Contributor and the Company.

(f)            Once a Specified Consent is obtained, the applicable Assumed Contract shall be deemed to have been automatically assigned and/or transferred to the Company on the terms set forth in this Agreement with respect to the other Assumed Contracts transferred and assumed at the Closing, and without limiting the generality of the foregoing, the obligations and liabilities of the Contributors under such Assumed Contracts shall be deemed to be Assumed Liabilities, and the rights of the Contributors under such Assumed Contracts shall be deemed to be Assets.  Once the Company has entered into a Contract replacing an Shared Contract, the rights and obligations of the Parties under this Section 6.3 shall cease with respect to such Shared Contract.

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(g)           Without limiting the generality of the foregoing, with respect to any Assumed Contract for which a Specified Consent is not obtained on or prior to the Closing Date and that is a lease of Leased Real Property, the Company shall enter into a sublease containing the same terms and conditions as such lease (unless the lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under Section 6.3(d) until the Specified Consent is obtained and the Assumed Contract assigned and/or transferred in accordance with Section 6.3(f).

6.4           Use of Certain Transmission Facilities.

(a)           At the Company’s request, subject to obtaining any necessary landlord consent, the Contributors shall provide the Company a non-exclusive license to use and access at any time the New York shared transmission facilities and the back-up tower facilities leased by the Contributors or their Affiliates pursuant to the Empire State Lease 1 and the West Orange Lease (each, a “Transmission Facility”) (for purposes of conducting the Company’s business with respect to the Stations and for no other purpose), upon prior notice to and with a representative of the Contributors.  The Contributors shall have no obligation to provide security services to Company-specific areas of any Transmission Facility.

(b)           When using the Transmission Facilities, neither the Company nor the Contributors or their Affiliates shall act contrary to the terms of the lease for such premises or unreasonably interfere with the Contributors use of such premises under the lease for such premises.  Each of the Company and the Contributors and their Affiliates shall comply with the terms of the lease for such facilities and with all Laws applicable to its operations from the facilities, including those relating to environmental and workplace safety and with the Contributors’ applicable site rules and procedures, to the extent provided to the Contributors.  The Company shall maintain commercially reasonable and customary property and liability insurance with respect to their operations.  The Company, the Contributors and their Affiliates shall permit only their authorized representatives, contractors, employees, invitees and licensees to use the Transmission Facilities.  The Company shall not make any alterations or improvements to the Transmission Facilities without the Contributors’ consent, which may not be unreasonably withheld.  Nothing in this Agreement shall be construed as an assignment or grant of any right, title or interest in any Transmission Facility.  The Contributors shall have reasonable access to Company-specific areas of the Transmission Facilities from time to time as necessary for the security and maintenance thereof.

(c)           At the earlier of any termination the applicable lease or cessation of use of a Transmission Facility by the Contributors or the Company, as applicable, the Company shall vacate the provided space, move all of its assets and employees from such site (and repair any material damage due to such removal), surrender the space in the condition existing on the date hereof (ordinary wear and tear excepted) and return all office keys and other means of entry to the Contributors.  The shared use pursuant to this Agreement is subordinate to the relevant Contributor’s lease for the facilities.  This Section 6.4  is subject and subordinate to the real estate leases for such Transmission Facilities and does not constitute a grant of any real property interest, and if either such lease expires or is terminated for any reason, then the Contributors shall give the Company prompt notice of such termination, and the Company’s

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right to use such Transmission Facility under this Agreement shall end with the termination of such lease.

ARTICLE 7

CONDITIONS TO OBLIGATIONS

7.1             Conditions to Obligations of the Contributors and the Company.  The obligations of the Contributors and the Company to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

(a)           All conditions to the consummation of the transactions contemplated by the Purchase Agreement, as set forth in Sections 7.1, 7.2 (other than Section 7.2(c)) and 7.3 (other than Section 7.3(c) and Section 7.3(f)) of the Purchase Agreement, shall have been satisfied (other than those conditions that by their terms are to be satisfied at the Purchase Closing and which the Contributors reasonably believe will be satisfied at such Purchase Closing).

7.2             Conditions to Obligations of the Company.  The obligations of the Company to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:

(a)            (i) Each of the representations and warranties of the Contributors contained in this Agreement shall be true and correct in all respects as of the Closing Date, as if made anew at and as of that time, except with respect to representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all respects at and as of such date.

(b)           Each of the covenants herein of the Contributors to be performed as of or prior to the Closing shall have been performed in all material respects.

(c)           Each Contributor shall have delivered to the Company a certificate signed by an executive officer of such Contributor, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 7.2(a) and Section 7.2(b) have been fulfilled.

(d)           The Contributors shall have delivered to the Company, duly executed by the applicable Contributors:

(i)           an assignment by the Emmis License Holder to the Company of the FCC Licenses, in the form attached hereto as Exhibit 7.2(d)(i) (the “FCC Licenses Assignment 1”);

(ii)          counterparts of the Bill of Sale and Assignment and Assumption Agreement, from each of the Contributors for all Assets held by such Contributor, and assignments of the Contributors’ rights and the assumption of the Contributor’s obligations under the Assumed Contracts, in the form attached hereto as Exhibit 7.2(d)(ii) (the “Bill of Sale and Assumption Agreement”);

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(iii)         duly executed counterparts of the First Amended LLC Agreement; and

(iv)         a duly executed counterpart of the Registration Rights Agreement, in the form attached hereto as Exhibit 7.2(d)(iv) (the “Registration Agreement”).

7.3             Condition to Obligations of the Contributors.  The obligation of the Contributors to consummate, or cause to be consummated, the transactions contemplated by this Agreement is subject to the satisfaction of the following additional condition, which may be waived in writing by the Contributors:

(a)           The Company shall have delivered to the Contributors:

(i)           duly executed counterparts of the FCC Licenses Assignment 1 and an assignment by the Company to the Merlin License Holder of the FCC Licenses, in the form attached hereto as Exhibit 7.3(a)(i) (the “FCC Licenses Assignment 2”);

(ii)          a duly executed counterpart of the Bill of Sale and Assumption Agreement;

(iii)         a duly executed counterpart of the First Amended LLC Agreement; and

(iv)         a duly executed counterpart of the Registration Agreement.

(b)           The Merlin License Holder shall have delivered to the Contributors a duly executed counterpart of the FCC Licenses Assignment 2.

ARTICLE 8

INDEMNIFICATION

8.1           Survival.  Each representation and warranty of the Contributors contained in this Agreement or in any certificate delivered with respect thereto under this Agreement shall survive the Closing and continue in full force and effect indefinitely.  Each representation and warranty of the Company shall terminate and have no further force and effect upon the Closing.  Any covenant contained in this Agreement shall survive and continue in full force and effect until such covenant is fully performed or observed in accordance with its terms.

8.2           Indemnification by the Contributors.  Subject to the provisions of this Article 8 and except to the extent the Contributors or their Affiliates are entitled to receive payments or are otherwise indemnified pursuant to the Local Marketing Agreement, from and after the Closing Date, the Contributors shall, jointly and severally, indemnify, defend and hold harmless the Company and its directors, officers, employees, Affiliates (other than the Contributors), members, agents, attorneys, representatives, successors and assigns (collectively, the “Company Indemnified Parties”) from and against any and all Losses and Expenses incurred by any Company Indemnified Party to the extent based upon, resulting from or arising out of:

(a)           any breach of any warranty or the inaccuracy of any representation of any of the Contributors contained in this Agreement or referred to in any certificate delivered by or on behalf of the Contributors pursuant hereto, it being agreed hereby that in determining whether

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any such representation or warranty was breached or inaccurate and in determining the amount of Losses and Expenses based upon, resulting from or arising out of any such breach or inaccuracy, such representation and warranty shall be considered without regard to any qualification by or reference to “materiality,” “all material respects” or “Material Adverse Effect” set forth therein;

(b)           any breach by any of the Contributors of any of their respective covenants or agreements, or any failure of any Contributor to perform any of its obligations in this Agreement;

(c)           any Third-Party Claim brought against any Company Indemnified Parties to the extent attributable to the Contributors’ operation of the Stations or other business prior to the Closing;

(d)           any Excluded Liabilities;

(e)           any Restructuring Assumed Liability incurred by any Company Indemnified Party on or prior to the Closing Date (it being understood that Liabilities arising under Assumed Contracts that are related to future performance to be discharged or performed after the Closing Date shall be deemed for this purpose to be incurred after the Closing Date); or

(f)           any Restructuring Excluded Liability.

8.3           Indemnification by the Company.  Subject to the provisions of this Article 8, from and after the Closing Date, the Company shall indemnify and hold each of the Contributors and their respective directors, officers, employees, Affiliates (other than the Company), stockholders, agents, attorneys, representatives, successors and assigns (collectively, the “Contributor Indemnified Parties”) harmless from and against any and all Losses and Expenses incurred by any Contributor Indemnified Party to the extent based upon, resulting from or arising out of:

(a)           any breach by the Company after the Closing Date of its covenants or agreements to be performed after the Closing Date, or any failure of the Company to perform any of its respective obligations in this Agreement;

(b)           any Third-Party Claim brought against any Contributor Indemnified Parties to the extent attributable to the Company’s operation of the Stations or other business after the Closing;

(c)           any Assumed Liabilities;

(d)           any Restructuring Assumed Liability incurred by any Contributor Indemnified Party after the Closing Date.

8.4           Indemnification Procedures.

(a)           A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice (a “Claim Notice”) to the Party from whom indemnification

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is sought, in each case describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based.  After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Article 8 shall be determined:  (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) subject to Section 10.13, by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall agree in writing.  The judgment or decree of a court of competent jurisdiction shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken and when all appeals taken shall have been finally determined.

(b)           In the event that any legal proceedings are instituted or any claim or demand is asserted by any third party in respect of which payment may be sought under Section 8.2 or Section 8.3 hereof (any such third-party claim, a “Third-Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third-Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party.  The failure of the Indemnified Party to give reasonably prompt notice of any Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure.  The Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and, except with respect to any Tax matter, to assume the defense and control of any such Third-Party Claim which relates to any Losses indemnified against hereunder.  If the Indemnifying Party has assumed such defense, the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, provided that the Indemnifying Party shall not be liable for any legal expenses incurred by any Indemnified Party in connection with the defense of such Third-Party Claim while the Indemnifying Party is controlling such defense.  The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third-Party Claim, and the Indemnified Party shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith.  No Indemnified Party may settle or compromise or permit a default or consent to the entry of any judgment with respect to any Third-Party Claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, denied, conditioned or delayed).  If the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnifying Party shall be entitled to (subject to the immediately following sentence) settle or compromise such Third-Party Claim only upon the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, denied, conditioned or delayed).

(c)           Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim, if (i) the Indemnifying Party shall have failed, within twenty (20) Business Days after receipt of notice in respect of the applicable Third Party Claim, to assume the defense of such claim or to notify the Indemnified Party in writing that it will assume the defense of such claim or (ii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such

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Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party.

(d)           In determining the amount of any Losses for which the Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Losses will be determined after deducting therefrom the amount of any insurance proceeds from a third-party insurer actually received by such Indemnified Parties in respect of such Losses, in each case net of costs and expenses incurred by such Indemnified Parties or their Affiliates, including any increases in premiums (whether retroactive or prospective).  All Indemnified Parties shall use commercially reasonable efforts to mitigate Losses and Expenses for which such Indemnified Parties are entitled or may be entitled to indemnification under this Article 8 upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to any such Losses or Expenses.  In the event that an Indemnified Party is entitled to any insurance with respect to any Losses for which such Indemnified Party seeks indemnification, such Indemnified Party shall use commercially reasonable efforts to obtain any such indemnification or recovery.  In the event that any insurance proceeds are actually recovered or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, a portion of such indemnification payment equal to the amounts so recovered or realized shall promptly be refunded to the Indemnifying Party.

8.5           No Contribution by the Company.  For the avoidance of doubt, the Contributors may not seek contribution for indemnification from the Investors or  the Company, and the Company may not seek contribution for indemnification from the Contributors, with respect to any of their respective indemnification obligations hereunder.

8.6           Indemnification Sole and Exclusive Remedy.  Following the Closing, indemnification pursuant to this Article 8 shall be the sole and exclusive remedy of the Parties and any Parties claiming by or through any Party (including the Indemnified Parties) for any breach of any representation, warranty, covenant or agreement contained in this Agreement (other than any breach of any covenant or agreement contained in Article 1 hereof or any covenant that provides for performance following the Closing Date) and for any rights, claims and causes of action that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement; provided, however, that the foregoing shall not apply to any claim of fraud; provided, further that notwithstanding the foregoing either Party may pursue injunctive relief following Closing to enforce covenants in the Agreement that survive the Closing and are supportable under applicable Law.

8.7           LMA Effects.  Notwithstanding anything to the contrary contained herein:

(a)           If the Contributors or the Company transfer all right, title and interest in any Assets to LMA Newco prior to Closing, then, upon such transfer, the Contributors’ obligation to contribute such Assets to the Company pursuant to this Agreement shall be deemed satisfied,

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and the Company agrees that the Contributors shall have no responsibility for any damage or destruction to such equipment that occurs after such transfer.

(b)           If any items are prorated, paid or reimbursed in performing pursuant to the Local Marketing Agreement prior to Closing, then the appropriate party’s obligation to prorate the same at or after Closing under this Agreement shall be deemed to have been satisfied.

ARTICLE 9

TERMINATION/EFFECTIVENESS

9.1           Termination.  This Agreement may be terminated and the transactions contemplated hereby abandoned only upon termination of the Purchase Agreement in accordance with the terms thereof, and in the event of the termination of the Purchase Agreement, this Agreement shall immediately terminate without any further action by any Party.

9.2           Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall, subject to the last sentence of this Section 9.2, forthwith become void and have no further effect, without any liability on the part of any Party or its respective Affiliates, officers, directors or stockholders, provided that no such termination shall relieve any Party of any Liability for any breach of the Agreement prior to such termination.  Notwithstanding the foregoing, the provisions of this Section 9.2 and Article 10 shall survive any termination of this Agreement.

ARTICLE 10

MISCELLANEOUS

10.1         Waiver.  Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors or similar governing body, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement.  The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

10.2         Notices.  All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when delivered by telecopy (with respect to this clause (d), solely if receipt is confirmed), addressed as follows:

If to any of the Contributors, addressed to such Contributor:

c/o Emmis Operating Company

One Emmis Plaza

40 Monument Circle

Suite 700

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Indianapolis, Indiana 46204

Attn: Scott Enright

Tel: (317) 684-6565

Facsimile: (317) 684-5583

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison

1285 Avenue of the Americas

New York, New York 10019-6064

Attn: James M. Dubin and Kelley D. Parker

Tel: (212) 373-3000

Facsimile: (212) 757-3990

with a copy (which shall not constitute notice) to:

Wiley Rein LLP

1776 K Street NW

Washington, DC 20006

Attn: John E. Fiorini, III

Tel: (202) 719-7000

Facsimile: (202) 719-7049

If to the Company:

Merlin Media, LLC

c/o Emmis Radio Holding Corporation

One Emmis Plaza

40 Monument Circle

Suite 700

Indianapolis, IN 46204

Attn: J. Scott Enright

Tel: (317) 684-6565

Facsimile: (317) 684-5583

with a copy (which shall not constitute notice) to:

GTCR LLC

300 N. LaSalle Street

Suite 5600

Chicago, IL 60654

Attn: Christian McGrath

Tel: (312) 382-2200

Facsimile: (312) 382-2201

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with copies (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn:  Edward Sonnenschein

Tel: (212) 906-1200

Facsimile.:  (212) 751-4864

and

Latham & Watkins LLP

555 11th St. NW

Suite 1000

Washington, DC 20004

Attn: Eric Bernthal and Nicholas P. Luongo

Tel: (202) 637-2200

Facsimile: (202) 637-2201

or to such other address or addresses as the Parties may from time to time designate in writing.

10.3         Assignment.  No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties prior to the Closing Date.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.  The Company consents to the Contributors’ pledging, assigning and granting, for the benefit of the financial institutions identified as agents or lenders under the Credit Agreement, a continuing security interest and lien on all of the Contributors’ right, title and interest in and to all rights held by the Contributors and the rights to payment of money owing to the Contributors and all payments and proceeds received by or owing to the Contributors (whether in cash or otherwise), in each case, under this Agreement and any Related Document.

10.4         Rights of Third Parties.  Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that the GTCR Investor is an (a) intended third party beneficiary of, and shall be entitled to enforce on behalf of the Company, any and all rights of the Company set forth in this Agreement and (b) intended third party beneficiary of, and shall be entitled to enforce the provisions of Sections 1.6, 5.3 and 6.3; provided, however, that the past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates agents, attorneys, advisors or representatives of any Party, or of any Affiliate of any of the foregoing, are intended third party beneficiaries of, and shall be entitled to enforce the provisions of Section 10.18.

10.5         Expenses.  Except as provided in Section 6.2, each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated, whether or not such transactions shall be consummated, including all fees of its

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legal counsel, financial advisers and accountants.  No Party may make any offset against amounts due to any other Party pursuant to this Agreement, the Related Documents or otherwise.

10.6         Governing Law.  This Agreement, and all claims or causes of action based upon, arising out of or related to this Agreement, the transactions contemplated hereby, the negotiation, execution or performance hereof or the inducement of any party to enter into this Agreement and the other documents to be delivered pursuant hereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

10.7         Captions; Counterparts.  The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.8         Schedules, Exhibits and Annexes.  The Schedules, Exhibits and Annexes referenced herein are a part of this Agreement as if fully set forth herein.  All references herein to articles, sections, clauses, paragraphs, Schedules, Exhibits and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

10.9         Entire Agreement.  This Agreement (together with the Schedules, Exhibits and Annexes to this Agreement) and the Related Documents constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties hereto or any of their respective Subsidiaries or Affiliates relating to the transactions contemplated hereby.  No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth in this Agreement (together with the Schedules, Exhibits and Annexes to this Agreement) and the Related Documents.

10.10       Amendments.  This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

10.11       Publicity.  All press releases or other public communications of any nature whatsoever relating to the transactions contemplated by this Agreement, and the method of the release for publication thereof, shall be subject to the prior mutual approval of the Parties, which approval shall not be unreasonably withheld by any party, except as, and to the extent that, any such party shall be so obligated by Law or the rules of any stock exchange or the SEC, in which case the other party shall be advised and the parties shall use commercially reasonable efforts to cause a mutually agreeable release, announcement or other disclosures to be issued; provided that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement.

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10.12       Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect.  The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties to the fullest extent possible.

10.13       Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)           Each of the Contributors and the Company agrees that any dispute, controversy or claim arising out of or relating to this Agreement or the transaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality of the foregoing, each of the Contributors and the Company by this Agreement irrevocably and unconditionally:

(i)           submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;

(ii)           consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)          agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.2; and

(iv)         agrees that nothing in this Agreement, or any Related Document shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

(b)           EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO

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A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE RELATED DOCUMENTS AND ANY OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13.

10.14       Remedies.  Except as specifically set forth in this Agreement, any party having any rights under any provision of this Agreement will have all rights and remedies set forth in this Agreement and all rights and remedies which such party may have been granted at any time under any other contract or agreement and all of the rights which such party may have under any Law or in equity. The Parties agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or otherwise breached, irreparable damage to the non-breaching party would occur, no adequate remedy at Law would exist and damages would be difficult to determine, and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity.  In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and each Party hereby waives the defense, that there is an adequate remedy at law.

10.15       Execution in Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to each of the Contributors and the Company.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic “pdf’ signature shall be as effective as delivery of a manually executed counterpart of this Agreement.

10.16       Time is of the Essence.  With respect to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

10.17       Confidential Nature of Information.  Each Party agrees that it will keep confidential all documents, materials and other information which it shall have obtained regarding the other Parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and the Related Documents, and, if the transactions contemplated hereby are not consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith.  Such documents, materials and information shall not be communicated to any third Person (other than to their counsel, accountants or financial advisors).  

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No Party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating and consummating the transactions contemplated hereby; provided, however, that after the Closing, the Company may use or disclose any confidential information with respect to or about the Stations or the Assets otherwise reasonably related to the business of the Stations.  The obligation of each Party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such Party from a source other than another Party, (b) is or becomes available to the public other than as a result of disclosure by such Party or its agents, (c) is required to be disclosed under applicable Law (including requirements of the FCC pursuant to the FCC Applications and requirements of Governmental Authorities under Antitrust Law) or judicial process, but only to the extent it must be disclosed, or (d) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

10.18       Non-Recourse.  This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party.  Except to the extent a named Party to this Agreement (and then only to the extent of the specific obligations undertaken by such named Party in this Agreement and not otherwise), no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any Party or of any Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company or the Contributors under this Agreement (whether for indemnification or otherwise) of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

ARTICLE 11

DEFINITIONS

11.1         Defined Terms.  Unless otherwise stated in this Agreement, the following terms when used herein shall have the meanings assigned to them below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Assets” shall have the meaning set forth in Section 1.2.

“Assumed Contracts” shall have the meaning set forth in Section 1.2(d).

“Assumed Liabilities” shall have the meaning set forth in Section 1.4(a).

“Bill of Sale and Assumption Agreement” shall have the meaning set forth in Section 7.2(d)(ii).

“Claim Notice” shall have the meaning set forth in Section 8.4.

“Class A Unit” shall mean a Class A Unit of the Company, as defined in the First Amended LLC Agreement.

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“Class B Unit” shall mean a Class B Unit of the Company, as defined in the First Amended LLC Agreement.

“Class C Unit” shall mean a Class C Unit of the Company, as defined in the First Amended LLC Agreement.

“Class D Unit” shall mean a Class D Unit of the Company, as defined in the First Amended LLC Agreement.

“Closing” and “Closing Date” shall have the meaning set forth in Article 2.

“Company” shall have the meaning set forth in the preamble to this Agreement.

“Company Indemnified Parties” shall have the meaning set forth in Section 8.2.

“Contribution” shall have the meaning set forth in the recitals to this Agreement.

“Contribution Price” shall have the meaning set forth in Section 1.6.

“Contributor Indemnified Parties” shall have the meaning set forth in Section 8.3.

“Contributors” shall have the meaning set forth in the preamble to this Agreement.

“Election Notice” shall have the meaning set forth in Section 1.6.

“Emmis” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Asset Holder” shall have the meaning set forth in the preamble to this Agreement.

“Emmis License Holder” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Radio 1” shall have the meaning set forth in the preamble to this Agreement.

“Emmis Radio 2” shall have the meaning set forth in the preamble to this Agreement.

 “Excluded Assets” shall have the meaning set forth in Section 1.3.

“Excluded Liabilities” shall have the meaning set forth in Section 1.4(b).

“Expenses” shall mean any and all reasonable out-of-pocket expenses reasonably incurred in connection with investigating, defending or asserting any Action incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

“FCC Licenses Assignment 1” shall have the meaning set forth in Section 7.2(d)(i).

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“FCC Licenses Assignment 2” shall have the meaning set forth in Section 7.3(a)(i).

“First Amended LLC Agreement” shall have the meaning set forth in the recitals to this Agreement.

“GTCR Investor” shall mean GTCR Merlin Holdings, LLC, a Delaware limited liability company.

“Indemnified Party” shall mean the Person or Persons entitled to indemnification pursuant to the provisions of Sections 8.2, or 8.3, as the case may be.

“Indemnifying Party” shall mean the Person or Persons having the obligation to indemnify another Person or Persons pursuant to the provisions of Sections 8.2 or 8.3, as the case may be.

“Initial LLC Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Intellectual Property” shall mean all worldwide intellectual property rights and embodiments thereof, including (i) copyrights and copyrightable works, whether registered or unregistered, and pending applications to register the same, including all forms of software and firmware and any other types of works of authorship; (ii) patents, provisional patent applications, patent applications, continuations, continuations-in-part, divisions, reissues, patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice) or improvements thereto; (iii) confidential and proprietary ideas, trade secrets, know-how, concepts, methods, processes, formulae, technology, algorithms, models, reports, data, customer lists, supplier lists, mailing lists, business plans, marketing materials and plans, advertiser lists, sales lists, sponsor lists, or other confidential or proprietary information; and (iv) trademarks, service marks, trade names, Internet domain names, call letters, designs, logos, slogans and general intangibles of like nature, whether registered or unregistered, and pending registrations and applications to register the foregoing, all in whatever form or media.

“Leased Real Property” shall have the meaning set forth in Section 1.2(b).

“Merlin License Holder” shall have the meaning set forth in the recitals to this Agreement.

“Mr. Homel” means Benjamin L. Homel, an individual.

“Ordinary Course of Business” shall mean an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if such action is taken in the ordinary course of business of such Person and is consistent with the past practices of such Person.

“Party” or “Parties” shall have the meaning set forth in the preamble to this Agreement.

“Permit” shall have the meaning set forth in Section 1.2(a)(ii).

“Permitted Liens” shall mean Liens set forth on Schedule 11.1(a).

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“Personal Property” shall have the meaning set forth in Section 1.2(c).

“Post-Closing Tax Period” shall mean any Tax period beginning after the Closing Date and that portion of a Straddle Period beginning after the Closing Date.

“Pre-Closing Tax Period” shall mean any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

“Property Taxes” shall mean all real property Taxes, personal property Taxes and similar ad valorem Taxes.

“Purchase Agreement” shall mean that certain Purchase Agreement dated as of the date hereof, by and between the Contributors, the GTCR Investor and Benjamin L. Homel.

“Purchase Closing” shall mean the “Closing” as defined in the Purchase Agreement.

“Purchase Closing Date” shall have the meaning set forth in ARTICLE 2.

“Push-Down Contribution” shall have the meaning set forth in the preamble to this Agreement.

“Real Property” shall have the meaning set forth in Section 1.2(b).

“Restructuring and Contribution Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Restructuring Assumed Liabilities” means the Assumed Liabilities specified and defined in the Restructuring and Contribution Agreement.

“Restructuring Excluded Liabilities” means the Excluded Liabilities specified and defined in the Restructuring and Contribution Agreement.

“Retained Stations”shall have the meaning set forth in Section 1.3(f).

“Shared Assets” shall have the meaning set forth in Section 1.3(i).

“Shared Contract” shall mean any Contract relating to, or used by or useful in the business of any of the Stations, other than an Assumed Contract.

“Social Media Accounts” shall mean accounts with social media websites, including Facebook, Twitter, MySpace and YouTube, and content posted by the holder of such accounts thereon.

“Specified Consent” shall have the meaning set forth in Section 6.3(b).

“Station” and “Stations” shall have the meaning set forth in the recitals to this Agreement.

“Station Intellectual Property” shall have the meaning set forth in Section 1.2(e).

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“Straddle Period” shall mean any Tax period beginning before or on and ending after the Closing Date.

“Third-Party Claim” shall have the meaning set forth in Section 8.4(b).

“Trademarks” shall mean United States, state and non-U.S. trademarks, service marks, trade names, Internet domain names, moral rights, designs, logos, slogans and general intangibles of like nature, whether registered or unregistered, and pending registrations and applications to register the foregoing, and all goodwill of the business associated therewith.

“Trade Secrets” shall mean confidential ideas, trade secrets, know-how, concepts, methods, processes, formulae, technology, algorithms, models, reports, data, customer lists, supplier lists, mailing lists, business plans or other proprietary information.

“Transfer Taxes” shall mean all transfer, sales, use, documentary and stamp Taxes, and all conveyance fees and recording charges, and all other similar Taxes, fees and charges, incurred in connection with the Contribution.

“Units” shall mean the authorized equity securities of the Company, constituting the Class A Units, Class B Units, Class C Units and Class D Units.

11.2         Construction.

(a)           Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules and Annexes hereto; (iv) the terms “Article,” “Exhibit,” “Section”, “paragraph,” “clause” and “Annex” refer to the specified Article, Exhibit, Section, paragraph, clause or Annex of this Agreement; (v) the word “including” shall mean “including, without limitation” and (vi) the word “or” shall be disjunctive but not exclusive.

(b)           References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(c)           References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(d)           The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(e)           Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(f)           All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

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(g)           References to “$” shall mean U.S. dollars.

(h)           Provisions shall apply, when appropriate, to successive events and transactions.

(i)           A reference to any Person includes such Person’s successors and permitted assigns.

(j)           When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Contribution Agreement to be duly executed as of the date first written above.

The Contributors:
	EMMIS OPERATING COMPANY
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President
	EMMIS RADIO, LLC
	By:      Emmis Operating Company, its manager
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President
	EMMIS RADIO LICENSE, LLC
	By:  Emmis Operating Company, its manager
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President
	EMMIS RADIO HOLDING CORPORATION
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President
	EMMIS RADIO HOLDING II CORPORATION
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President

The Company:
	MERLIN MEDIA, LLC
	By:      Emmis Radio Holding Corporation, its manager
	By:	/s/ J. Scott Enright
		Name:	J. Scott Enright
		Title:	Executive Vice President

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EX-10.1

Exhibit 10.1

Execution Version

LOCAL PROGRAMMING AND MARKETING AGREEMENT

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”).

Recitals

A.           Licensees own and operate radio stations: (i) WKQX(FM), 101.1 MHz, Channel 266, Chicago, IL (FIN 19525), (ii) WRXP(FM), 101.9 MHz, Channel 270, New York, NY (FIN 67846) and (iii) WLUP-FM, 97.9 MHz, Channel 250, Chicago, IL (FIN 73233) (collectively, the “Stations”, and each, a “Station”).  The Stations transmit their signals in both analog and digital modes pursuant to licenses issued by the Federal Communications Commission (the “FCC”).

B.           Licensees desire to obtain programming for the Stations, and Programmer desires to provide programming for broadcast on the Stations on the terms set forth in this Agreement.

C.           Licensees and certain Affiliates of Programmer are parties to a Purchase Agreement of even date herewith (the “Purchase Agreement”) with respect to the equity interests in an entity that will own the Stations.  Capitalized terms not otherwise defined herein have the meanings set out in the Purchase Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.           Term.  The term of this Agreement (the “Term”) will begin at 12:01 a.m. on such date as is designated by Programmer, upon at least five (5) business days prior written notice to Licensees, which date is reasonably acceptable to Licensees and shall be no earlier than fifteen (15) days following the date hereof and no later than forty five (45) days following the date hereof, or if later, then the date five (5) business days after the date of expiration or termination of the waiting period under the HSR Act(the “LMA Effective Date”), and will continue until terminated in accordance with the provisions hereof.

2.           Programming.  During the Term, Programmer shall purchase from Licensees the analog and digital airtime of the Stations for the price and on the terms specified below, and shall transmit to Licensees programming that it produces or owns (the “Programs”) for broadcast on the Stations twenty-four (24) hours per day, seven (7) days per week.  Licensees may, at their sole discretion upon reasonable notice to Programmer, and without limitation of Licensees’ rights under Section 6 hereof, provide programming for the period from 6:00 a.m. to 8:00 a.m. local time each Sunday morning (any such programming provided by Licensees, being the “Licensee Programming”).  Programmer will supply the Programs at its own cost to the Stations’ origination facilities in a manner that ensures that the parties meet technical and quality standards

at least equal to those of the Stations’ broadcasts prior to commencement of the Term.  Notwithstanding anything herein to the contrary, the Stations shall continue to broadcast any programming required to be aired under the terms of the Assumed Contracts.

3.           Broadcasting.  Subject to the provisions of Sections 2 and 6 hereof, during the Term, Licensees shall make available to Programmer the entire analog and digital programming capacity of the Stations for the broadcast of Programs.  To the extent reasonably necessary to perform this Agreement, during the Term, Licensees shall provide Programmer with the benefits of any Assets, including the Assumed Contracts and any Contracts that are used by the Stations but are not Assumed Contracts (as designated by Programmer), and Programmer shall perform the obligations of Licensees thereunder.

4.           Advertising.

(a)           Licensees shall retain all of the Stations’ accounts receivable existing prior to the LMA Effective Date.  Programmer shall promptly pay over to Licensees any such accounts receivable it receives, without offset, and Programmer shall not collect any such accounts receivable unpaid and due to Licensees.

(b)           During the Term, Programmer will be exclusively responsible for the sale of advertising on the Stations and for the collection of accounts receivable arising therefrom, and Programmer shall be entitled to all such collections, and to all other revenues generated by the Stations, including on-line advertising and other website related revenues, and other “non-traditional revenue” streams.  Licensees shall promptly pay over to Programmer any of Programmer’s accounts receivable it receives, without offset.  All contracts for advertising on the Stations which may be entered into by Programmer shall terminate upon termination of this Agreement (other than a termination of this Agreement at Closing under the Purchase Agreement).

5.           Payments.  For the broadcast of the Programs and the other benefits made available to Programmer pursuant to this Agreement, during the Term, Programmer shall pay Licensees as set forth on Schedule A attached hereto.

6.           Control.

(a)           Notwithstanding anything to the contrary in this Agreement, Licensees shall have full authority, power and control over the operation of the Stations and over all persons working at the Stations during the Term.  Without limiting the generality of the foregoing, Licensees will: (1) employ a manager for each market in which the Stations are located, who will report to Licensees and will direct the day-to-day operations of the applicable Stations, and who shall have no employment, consulting or other relationship with Programmer, (2) employ a second employee for each market in which the Stations are located, who will report and be solely accountable to the applicable manager, and (3) retain control over the policies, programming and operations of the Stations.

(b)           Nothing contained herein shall prevent Licensees from (i) rejecting or refusing programs which Licensees in good faith believe to be contrary to the public interest, or (ii) substituting programs which Licensees in good faith believe to be of greater local or national

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importance or which are designed to address the problems, needs and interests of the local communities.  Without limiting the preceding sentence, Licensees reserve the right to (i) refuse to broadcast any Program containing matter which violates any right of any third party or which does not meet the requirements of the rules, regulations, and policies of the FCC, (ii) preempt any Program in the event of a local, state, or national emergency, or (iii) delete any commercial announcements that do not comply with the requirements of the FCC’s sponsorship identification policy.  Notwithstanding the foregoing, Licensees shall not exercise their rights under this Section 6(b) for commercial advantage or in any manner other than pursuant to a good faith determination that such exercise is reasonably necessary to comply with their obligations as holder of the FCC licenses for the Stations.

(c)           Programmer shall cooperate with Licensees to ensure that Emergency Alert System transmissions are properly performed in accordance with Licensees’ instructions.  Programmer will immediately serve Licensees with notice and a copy of any letters of complaint it receives concerning any Program for review by Licensees and inclusion in the applicable Station’s public inspection file.

7.           Programs.

(a)           Programmer shall ensure that the contents of the Programs conform to all FCC rules, regulations and policies.  Programmer shall consult with Licensees in the selection of the Programs to ensure that the Programs’ content contains matters responsive to issues of public concern in the local communities, as those issues are made known to Programmer by Licensees.  On or before January 5, April 5, July 5 and October 5 of every year during the Term, Programmer shall provide to Licensees a list of significant community issues addressed in the Programs during the preceding quarter and the specific Programs that addressed such issues.

(b)           Licensees shall oversee and take ultimate responsibility with respect to the provision of equal opportunities, lowest unit charge and reasonable access to political candidates and compliance with the political broadcast rules of the FCC.  During the Term, Programmer shall cooperate with Licensees as Licensees comply with their political broadcast responsibilities, and shall supply such information promptly to Licensees as may be necessary to comply with the political broadcasting provisions of the FCC rules, the Communications Act of 1934, as amended, and federal election laws.  Programmer shall release advertising availabilities to Licensees during the Term as necessary to permit Licensees to comply with the political broadcast rules of the FCC; provided, however, that revenues received by Licensees as a result of any such release of advertising time shall be remitted to Programmer within seven (7) days.

(c)           During the Term, subject to Section 5, Licensees and Programmer will maintain music licenses with respect to the Stations and the Programs, as appropriate.

8.           Operations.

(a)           During the Term and subject to the terms and conditions of this Agreement, Licensees shall, subject to Section 5:

(i)           operate and maintain the Stations in accordance with the rules and regulations of the FCC and the FCC Licenses in all material respects and file all ownership

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reports, employment reports, applications, responses and other documents required to be filed during such period;

(ii)           maintain in full force and effect the FCC Licenses;

(iii)           comply in all material respects with all laws, rules, regulations, ordinances, orders, judgments and decrees applicable to the Stations and Licensees’ employees thereof;

(iv)           use commercially reasonable efforts to timely renew the leases for the Stations’ transmitter sites on the terms and conditions set out therein; and

(v)           use commercially reasonable efforts to enforce Licensees’ rights under the Real Estate Leases as reasonably necessary to protect and preserve the use of the real property subject to such Real Estate Leases.

(b)           Subject to Section 5, Licensees shall be responsible for timely paying all of the operating expenses of the Stations that are required by FCC rules, regulations and policies to the extent required by such rules, regulations and policies, including: (i) all lease payments for the Stations’ transmitter sites, whether in use or not, and all taxes and other costs incident thereto, including insurance costs, (ii) all utility costs (telephone, electricity, etc.) relating to the transmitter sites, (iii) all maintenance and repair costs for the transmitting equipment, (iv) all costs, including utilities, taxes, insurance and maintenance, relating to the lease of the building housing the main studio, (v) all maintenance and repair costs for the Stations’ studio equipment and any equipment used to link the Stations’ studios and transmitting facilities, (vi) the salaries, taxes, insurance and related costs for Licensees’ personnel of the Stations and (vii) all regulatory or filing fees.

(c)           Programmer shall be responsible for the salaries, taxes, insurance and other costs for all personnel used in the production of the Programs and the cost of delivering the Programs to the Stations.

(d)           Licensees shall maintain all of the Stations’ equipment and facilities, including the studios, origination equipment, studio transmitter links, transmitter building, antennas, transmitters and transmission lines in normal operating condition consistent with the general practice of Licensees, Licensees’ parent and their affiliated companies at the broadcast stations they control, and Licensees shall continue to contract with local utility companies for the delivery of electrical power to the Stations’ studios and transmitting facilities at all times in order to operate the Stations in the Ordinary Course of Business of the Stations.  Licensees shall, subject to the reimbursement obligations of Programmer under Section 5, undertake such repairs with respect to the Stations’ facilities located at the Stations’ respective main and auxiliary transmitter sites (but not at the Stations’ studio sites) as are reasonably necessary to restore the operation of the Stations within licensed parameters following the occurrence of any loss or damage preventing such operation at any Station.  Such restoration of Station operation shall be made consistent with the repair and restoration practice of Licensees and Licensees’ Affiliates at the broadcast stations they control following the occurrence of any loss or damage preventing such operation.

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9.           Format and Call Sign.  During the Term, Licensees will retain all rights to the call letters of the Stations or any other call letters which may be assigned by the FCC for use by the Stations, and will ensure that proper station identification announcements are made with such call letters in accordance with FCC rules and regulations; provided, that subject to Licensees’ consent, which shall not be unreasonably delayed, conditioned or withheld, (a) at the reasonable request of Programmer, Licensees shall file a request with the FCC for a change in any such Station’s call sign and (b) Programmer shall be entitled to change the format of any Station.  Programmer shall include in the Programs an announcement at the beginning of each hour of such Programs to identify such call letters, as well as any other announcements required by the rules and regulations of the FCC.

10.           Employees.

(a)           At any time following the date hereof and prior to the LMA Effective Date, Programmer may, in its sole discretion, make offers of employment with Programmer to any or all of the Current Station Employees, to be effective as of the LMA Effective Date (provided that the offer of employment for any employee who serves as the manager or second employee pursuant to Section 6(a) shall be effective as of the Closing (as defined in the Contribution Agreement) and, with respect to any such employee, all references in this Section 10 to the LMA Effective Date shall be deemed to refer to the date of the Closing). Beginning immediately following the date of this Agreement, Emmis Radio shall provide Programmer with the opportunity to interview the Current Station Employees (including any such employees hired after the date hereof) (and Emmis Radio and Programmer shall work in good faith to schedule such interviews at such times as would not unreasonably interfere with such Current Station Employees’ duties), and with any information regarding the Current Station Employees that Programmer reasonably requests in connection therewith, consistent with applicable Law, in order to determine the Current Station Employees to whom Programmer will offer employment. Programmer shall notify Emmis Radio of each Current Station Employee who accepts employment with Programmer pursuant to this Section 10 (each such employee, a “Hired Employee”) as soon as practicable after such acceptance. Effective as of the LMA Effective Date, Emmis Radio shall terminate the employment of each Hired Employee and each Hired Employee shall commence employment with Programmer. On or prior to the LMA Effective Date, Emmis Radio shall provide, to the extent not prohibited by applicable Law, in written or electronic form, Programmer with originals or copies of all records and files relating to the Hired Employees.  Programmer shall not, following the LMA Effective Date, without the consent of the individuals to whom such records or files relate or as permitted or required by applicable Law, use or disclose such records or files (or information contained therein) for purposes (i) other than those for which such information was collected or (ii) which do not relate directly to the carrying on of the business at the Stations or to the carrying out of the purposes for which the transactions contemplated by this Agreement were implemented. Notwithstanding anything herein to the contrary, Programmer shall not have any responsibility for, and Emmis Radio shall retain and hold Programmer harmless and indemnify Programmer with respect to, any and all claims, losses, Liabilities, damages, expenses and other obligations (including statutory or contractual severance benefits) arising as a result of the actual or constructive termination of the employment of any employee of Emmis Communications Corporation or any of its subsidiaries as a result of the transactions contemplated hereby, including as a result of Programmer’s selection of Current Station Employees to whom to offer employment hereunder; provided that

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Programmer shall be responsible for, and Programmer shall retain and hold Emmis Radio harmless and indemnify Emmis Radio with respect to, any and all claims, losses, Liabilities, damages, expenses and other obligations arising solely as a result of Programmer’s violation of applicable Law in selecting Current Station Employees to whom to offer employment hereunder (the “Employee Offer Liabilities”). If Programmer has not established as of the LMA Effective Date medical and dental insurance plans (the “New Welfare Plans”) for the benefit of Hired Employees that are substantially comparable to the medical and dental insurance plans provided by Emmis Radio and its Affiliates to such Hired Employees immediately prior to the LMA Effective Date (the “Current Welfare Plans”), then with respect to each Hired Employee who elects to receive continuation medical and dental coverage under the medical and dental insurance plans provided by Emmis Radio and its Affiliates to such Hired Employees immediately prior to the LMA Effective Date (the “Current Welfare Plans”) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Programmer shall promptly reimburse such Hired Employee for the amount of COBRA premiums paid by such Hired Employee for such continuation coverage in respect of the period commencing on the LMA Effective Date and ending on the date on which such Hired Employee becomes eligible to participate in the New Welfare Plans (but such reimbursement obligation shall be limited to the amount by which such premiums exceed the premiums that such Hired Employee would have been required to pay for such coverages had such Hired Employee remained an active Station Employee of Emmis Radio during such period).

(b)           Notwithstanding anything to the contrary in this Section 10, (i) Programmer agrees that the provisions of this Section 10 shall be subject to any applicable provisions of a collective bargaining agreement in respect of Hired Employees, to the extent such provisions are inconsistent with or otherwise in conflict with the provisions of any such collective bargaining agreement, and (ii) Programmer shall be permitted to make changes to any Represented Employee’s compensation and benefits to the extent permitted under the applicable collective bargaining agreement. Notwithstanding the foregoing, it is agreed and understood by Emmis Radio that Programmer is not assuming any of the contribution history of Emmis Radio for contributions made on, before or after the LMA Effective Date to any Multiemployer Plans to which Emmis Radio has or had an obligation to contribute and that Programmer is not assuming any withdrawal liability under any of the Multiemployer Plans.

(c)           With respect to all Contributors Plans, Licensees shall retain sponsorship of all such Contributors Plans and shall retain all commitments, Liabilities and obligations thereunder, whether arising before, on or after the LMA Effective Date, and Programmer shall not assume sponsorship of, contribute to or maintain any such Contributors Plans and shall not assume any commitment, Liability or obligation thereunder, whether arising before, on or after the LMA Effective Date. Following the LMA Effective Date: (i) Emmis Radio shall retain liability and responsibility for all employment and employee benefits-related Liabilities, obligations, claims and losses (other than Employee Offer Liabilities) that (A) relate to any Hired Employee (or any dependent or beneficiary of any Hired Employee) and are incurred or arise on or prior to the LMA Effective Date or (B) are incurred or arise at any time and relate to any employee of Emmis Communications Corporation or any of its subsidiaries other than the Hired Employees, and Programmer shall have no liability or responsibility for any such Liabilities, obligations, claims or losses; and (ii) Programmer shall be solely responsible for (A) all employment and

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employee-benefits related Liabilities, obligations, claims and losses that relate to any Hired Employee (or any dependent or beneficiary of any Hired Employee) and are incurred or arise after the LMA Effective Date, and (B) the Employee Offer Liabilities, and Emmis Radio shall have no liability or responsibility for any such Liabilities, obligations, claims or losses, or the Employee Offer Liabilities.

(d)           Emmis Radio shall make a prorated annual bonus payment to each Hired Employee who remains employed with Emmis Radio or its subsidiaries through the LMA Effective Date, the amount (if any) of which shall equal the product of such Hired Employee’s target annual bonus and a fraction, the numerator of which is the number of days in the calendar year during which the LMA Effective Date occurs that elapse prior to the LMA Effective Date, and the denominator of which is 365, except that such amount shall only be payable to the extent such Hired Employee is, as of the LMA Effective Date, performing “on plan” in respect of such target bonus. Each such prorated bonus shall be paid as soon as practicable following the LMA Effective Date. Emmis Radio shall pay to each Hired Employee all amounts in respect of vacation days and other paid time off accrued but not taken by such Hired Employee on or prior to the LMA Effective Date, and Programmer shall have no obligation to honor such accrued vacation days or paid time off after the LMA Effective Date and shall have no other commitment, Liability or obligation for, and Emmis Radio and its Affiliates shall hold Programmer harmless with respect to, all such amounts payable to any Hired Employee. After the LMA Effective Date, each Hired Employee’s eligibility for vacation and other paid time off shall be determined under Programmer’s vacation policy.

(e)           Emmis Radio and Programmer hereby agree to follow the alternate procedure for United States employment tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-34. Accordingly, Emmis Radio and its Affiliates shall have no United States employment tax reporting responsibilities, and Programmer shall have full United States employment tax reporting responsibilities, for Hired Employees following the close of business on the LMA Effective Date.

(f)           Within five (5) Business Days following the LMA Effective Date, Emmis Radio shall notify Programmer of any “employment loss” (as defined in the WARN Act) experienced by any Station Employees during the 90-day period prior to the LMA Effective Date.

(g)           From the date of this Agreement through the earlier of (i) the LMA Effective Date or (ii) the date this Agreement is terminated in accordance with Section 14, except as set forth in Schedule 10(g) or as consented to by the GTCR Investors in writing in advance (which consent shall not be unreasonably conditioned, withheld, delayed or denied), Emmis Radio shall not, except as otherwise expressly contemplated by this Agreement, the Purchase Agreement or the Contribution Agreement: (i) except to the extent Licensee deems necessary or appropriate to preserve the business of the Stations, as required to comply with any collective bargaining agreement or Contributors Plan (in each case as in effect on the date of this Agreement), or as required to comply with applicable Law, (A) grant any loan or any increase in the compensation or benefits of, or pay any bonus to, any Station Employee, (B) pay to any Station Employee any compensation or benefit not provided for under any Contributors Plan, other than the payment of cash compensation in the Ordinary Course of Business of the Stations, (C) grant any increase in

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severance, change of control, retention, termination or similar compensation or benefits to any Station Employee, (D) adopt, establish, enter into, amend, modify or terminate any Contributors Plan, (E) grant any awards under any Contributors Plan to any Station Employee (including the grant of stock-based or stock-related awards, or the removal of existing restrictions in any Contract or Contributors Plan or awards made thereunder), (F) enter into any trust, annuity or insurance Contract or similar agreement or take any other action to fund or otherwise secure the payment of any compensation or benefit for any Station Employee or (G) take any action to accelerate the time of vesting or payment of any compensation or benefit to any Station Employee; (ii) modify or terminate any collective bargaining agreement or other labor union Contract, or enter into any collective bargaining agreement or other labor union Contract with respect to the Stations, except in the Ordinary Course of Business of the Stations and after consultation with the Company, or take any act reasonably expected to cause a material breach under any collective bargaining agreement, or waive any material right under any collective bargaining agreement with respect to the Stations; or (iii) (A) terminate the employment of any Current Station Employee outside of the Ordinary Course of Business or (B) transfer any Current Station Employee to a Retained Station or transfer any employee of any Retained Station to a Station.

(h)           For the avoidance of doubt, the provisions of this Section 10 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including any Station Employee or other current or former employee of Emmis Communications Corporation or any of its subsidiaries), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 10) under or by reason of any provision of this Agreement. Nothing in this Section 10 shall amend, or be deemed to amend (or prevent the amendment or termination of) any Contributors Plan or any compensation or benefit plan of Programmer or its Affiliates. The Programmer shall have no obligation to employ or retain the services of any Hired Employee for any period of time and, except as specifically provided in this Section 10, Programmer shall be entitled to modify any compensation or benefits provided to, and any other terms or conditions of employment of, any such employees in its absolute discretion.

11.           Facilities and Shared Services.

(a)           During the Term, subject to any necessary landlord consent, Licensees shall provide Programmer access to and the use ofthe space atLicensees’ studios and offices for the Stations as described on Schedule B hereto (the “Current Studio and Office Space”) (for purposes of conducting Programmer’s business with respect to the Stations pursuant to this Agreement and for no other purpose).  When on Licensees’ premises, Programmer’s personnel shall not (i) act contrary to the terms of any lease for the premises, (ii) create any lien, claim or encumbrance on the premises, or (iii) interfere with the business or operation of Licensees’ stations or Licensees’ use of such premises.  This Section is subject and subordinate to the Real Estate Leases for such studio and office facilities and does not constitute a grant of any real property interest, and if such lease expires or is terminated for any reason, then Licensees shall give Programmer prompt notice of such termination within two (2) business days of Licensees’ obtaining knowledge thereof, and Programmer’s right to use the facilities under this Agreement shall end with the termination of such Real Estate Leases.

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(b)           In addition, during the Term, subject to Section 5, Licensees shall, and shall cause their affiliates to, provide to Programmer the “Services,” as defined in that certain Transition and Shared Services Agreement to be signed at Closing by Company and Emmis Radio (the “TSSA”).  With respect to the provision of such Services pursuant to this Section 11(b), Programmer shall pay Licensees for such Services as set forth in the TSSA.  Furthermore, Article 2 (Services), Article 3 (Required Consents), Section 4.2, Article 5 (Compensation; Financial Provisions), Article 6 (Confidentiality), Article 7 (Reports Meetings; Personnel), Article 8 (Indemnification) and Section 9.6 (Force Majeure) of the TSSA shall apply during the Term with respect to such Services, and such provisions are hereby incorporated herein by this reference with Programmer being substituted for Company.

12.           Representations and Warranties of Licensees.

Licensees, jointly and severally, make the following representations and warranties to Programmer as of the date of this Agreement:

(a)           Organization.  Each of Emmis Radio, Emmis Radio License, and  Company has been duly formed and is validly existing as a limited liability company  in good standing under the Laws of the jurisdiction of its organization.  The copies of the Organizational Documents of Licensees previously made available by Licensees to Programmer are true, correct and complete.  Each of Emmis Radio, Emmis Radio License and Company has the requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business with respect to the Stations as it is now being conducted and is duly licensed or qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction in which the ownership of its property or the character of its activities with respect to or in connection with the Stations is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.  No other jurisdiction has demanded, requested or otherwise indicated that either Licensee is required so to qualify on account of the ownership, leasing or operation of its assets and properties with respect to or in connection with the Stations, or the conduct of the business of any of the Stations, except where the failure to qualify would not have a Material Adverse Effect.

(b)           Authorization and Binding Obligation.  Each of Emmis Radio, Emmis Radio License and Company have all requisite limited liability company power and authority to execute, deliver and perform this Agreement, and each of Emmis Radio, Emmis Radio License and Company will have as of the LMA Effective Date all requisite corporate or other organizational power and authority to execute, deliver and perform this Agreement.  This Agreement has been duly and validly authorized, executed and delivered by each of Emmis Radio, Emmis Radio License and Company and constitutes a valid and legally binding obligation of each of Emmis Radio, Emmis Radio License and Company (assuming that this Agreement constitutes a valid and legally binding obligation of Programmer), enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing.

13.           Representations and Warranties of Programmer.

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Programmer makes the following representations and warranties to Licensees as of the date of this Agreement:

(a)           Organizational and Standing.  Programmer is duly formed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business as it is presently being conducted, to own and lease its properties and assets.

(b)           Authorization and Binding Obligation.  The execution, delivery and performance of this Agreement have been duly authorized by Programmer.  This Agreement constitutes a valid and binding obligation of Programmer, enforceable in accordance with its terms.  The execution and delivery by Programmer of this Agreement and the fulfillment of and compliance with the respective terms hereof by Programmer do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) give any third party the right to modify, terminate or accelerate any obligation under, (iv) result in a violation of or (v) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, Programmer’s Organizational Documents, or any law, statute, rule or regulation to which Programmer is subject, or any agreement, instrument, order, judgment or decree to which such Investor is a party or by which it is bound.

14.           Termination.  This Agreement shall terminate as follows:

(a)           automatically upon Closing under the Purchase Agreement;

(b)           by written notice of Licensees to Programmer or Programmer to Licensees in the event of any expiration or termination of the Purchase Agreement in accordance with the terms thereof prior to the Closing Date thereunder;

(c)           by written notice of Licensees to Programmer if Programmer fails to pay when due any payment required under this Agreement and such failure is not cured within five (5)business days following written notice of Licensees to Programmer, but no more than two such cure periods shall be permitted in any six-month period;

(d)           by written notice of Licensees to Programmer if Programmer fails to observe or perform any of its other obligations contained in this Agreement in any material respect or breaches any representation or warranty made by it under this Agreement in any material respect and such failure or breach is not cured within ten (10) business days after written notice of Licensees to Programmer, provided, that if the failure or breach is non-monetary and is susceptible of cure but not within such time period and if Programmer has undertaken and is continuing diligent efforts to cure and an additional delay does not materially adversely affect Licensees, then, in that event, the cure period shall be extended at Programmer’s request for up to thirty (30) additional calendar days as long as Programmer continues to diligently pursue such cure during that additional 30-day period; and

(e)           by written notice of Programmer to Licensees if Licensees fail to observe or perform any of their obligations contained in this Agreement in any material respect or breach any representation or warranty made by them under this Agreement in any material respect and

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such failure or breach is not cured within ten (10) business days after written notice of Programmer to Licensees, provided, that if the failure or breach is susceptible of cure but not within such time period and if Licensees have undertaken and are continuing diligent efforts to cure and an additional delay does not materially adversely affect Programmer, then, in that event, the cure period shall be extended at Licensees’ request for up to thirty (30) additional calendar days as long as Licensees continue to diligently pursue such cure during that additional 30-day period.  Failure of Licensees to broadcast the Programs due to facility maintenance, repair or modification, or due to any reason outside of Licensees’ reasonable control, shall not constitute a breach or default by Licensees under this Agreement, so long as Licensees are using commercially reasonable efforts to resume such broadcasts, subject to the reimbursement obligations of Programmer under Section 5.

15.           Remedies

.  Termination of this Agreement shall not relieve any party of any liability for breach or default under this Agreement prior to the date of termination.  In the event of a breach or default by a party under this Agreement, the other party shall be entitled to all remedies at law or in equity; provided that if this Agreement is terminated for any reason other than at Closing under the Purchase Agreement, the parties agree to cooperate with one another and to take all actions necessary to rescind this Agreement and return the parties to the status quo ante; and provided, further, that if this Agreement is terminated pursuant to Section 14(b) hereof, or the Purchase Agreement is otherwise terminated by any party thereto in accordance with its terms, the remedies available to the parties under this Agreement shall be those set forth in the Purchase Agreement, as if the rights and obligations in this Agreement were contained therein.

16.           Indemnification.

(a)           Programmer shall indemnify and hold Licensees, their officers, directors, members, partners, Affiliates and employees harmless against any and all loss, liability, cost and expense (including reasonable attorneys’ fees) arising from (i) the broadcast of the Programs on the Stations, including without limitation all liability for indecency, libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law, (ii) any breach or default by Programmer under this Agreement or (iii) any negligent or willful misconduct of Programmer or its agents, guests or representatives at the Stations’ studios, offices, transmitters or other facilities.

(b)           Licensees shall indemnify and hold Programmer, its officers, directors, shareholders, members, partners, Affiliates and employees harmless against any and all loss, liability, cost and expense (including reasonable attorneys’ fees) arising from (i) the broadcast of the Licensee Programming on the Stations, including without limitation all liability for indecency, libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights or any other violation of third party rights or FCC rules or other applicable law, or (ii) any breach or default by Licensees under this Agreement.

(c)           The indemnified party shall give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by third parties that is

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subject to indemnification hereunder (a “Claim”), but a failure to give such notice or delaying such notice shall not affect the indemnified party’s rights or the indemnifying party’s obligations except to the extent the indemnifying party’s ability to remedy, contest, defend or settle with respect to such Claim is thereby prejudiced and provided that such notice is given within the time period described in Section 16(f).

(d)           The indemnifying party shall have the right to undertake the defense or opposition to such Claim with counsel selected by it.  In the event that the indemnifying party does not undertake such defense or opposition in a timely manner, the indemnified party may undertake the defense, opposition, compromise or settlement of such Claim with counsel selected by it at the indemnifying party’s cost (subject to the right of the indemnifying party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof).

(e)           Anything herein to the contrary notwithstanding:

(i)           the indemnified party shall have the right, at its own cost and expense, to participate in the defense, opposition, compromise or settlement of the Claim;

(ii)           the indemnifying party shall not, without the indemnified party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the indemnified party of a release from all liability in respect of such Claim; and

(iii)           in the event that the indemnifying party undertakes defense of or opposition to any Claim, the indemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the indemnifying party and its counsel concerning such Claim and the indemnifying party and the indemnified party and their respective counsel shall cooperate in good faith with respect to such Claim.

(f)           The obligations under this Section shall be subject to the limitations set forth in Section 15 and shall survive any termination of this Agreement.

17.           Insurance.

(a)           Throughout the Term of this Agreement, Licensees shall maintain general liability, property and umbrella insurance policies for the Assets and the operation of the Stations consistent with the practice of Licensees and their Affiliates at the other broadcast stations under their control, but in any event no less than $1,000,000 for general liability, $25,000,000 for umbrella coverage and property coverage no less than the fair market value of the property (but Licensees have no obligation to carry business interruption insurance).  Additionally, Licensees shall maintain workers compensation coverage for the employees required to fulfill Licensees’ main studio staffing obligations under FCC rules and policies.

(b)           Throughout the Term of this Agreement, Programmer shall maintain the following levels of insurance in connection with its operations pursuant to this Agreement:

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General Liability	$1,000,000
Media Liability	$5,000,000
Umbrella Coverage	$10,000,000

Additionally, Programmer shall maintain workers compensation coverage on all employees performing services at the Stations’ studios or transmitter sites and property coverage, including business interruption coverage appropriate for the Stations’ operations.

18.           Assignment.

(a)           Neither party may assign this Agreement without the prior written consent of the other party hereto.  Nothing in this Agreement expressed or implied is intended or shall be construed to give any rights to any person or entity other than the parties hereto and their successors and permitted assigns.  The terms of this Agreement shall bind and inure to the benefit of the parties’ respective successors and any permitted assigns.  No assignment shall relieve a party of any obligation or liability under this Agreement.

(b)           Programmer consents to Licensees’ pledging, assigning and granting, for the benefit of the financial institutions identified as agents or lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of November 2, 2006, as amended, by and among Emmis Radio, Emmis Communications Corporation and the financial institutions identified therein from time to time as lenders (the “Credit Agreement”) a continuing security interest and lien on all of Licensees’ right, title and interest in and to all rights held by the Licensees and the rights to payment of money owing to the Licensees and all payments received by such Licensees (whether in cash or otherwise), in each case, under this Agreement.

19.           Severability.  If any court or governmental authority holds any provision in this Agreement invalid, illegal, or unenforceable under any applicable law, then so long as no party is deprived of the benefits of this Agreement in any material respect, this Agreement shall be construed with the invalid, illegal or unenforceable provision deleted and the validity, legality and enforceability of the remaining provisions contained herein shall not be affected or impaired thereby.

20.           Miscellaneous.

(a)           This Agreement may be executed in separate counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement.

(b)           Any notice pursuant to this Agreement shall be in writing and shall be deemed delivered on the date of personal delivery or confirmed facsimile transmission or confirmed delivery by a nationally recognized overnight courier service, and shall be addressed as follows (or to such other address as any party may request by written notice):

if to Licensees: c/o Emmis Operating Company One Emmis Plaza  

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	40 Monument Circle Suite 700 Indianapolis, Indiana 46204 Attn: Scott Enright Tel: (317) 684-6565 Facsimile: (317) 684-5583
with copies (which shall not constitute notice) to:	Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attn: James M. Dubin and Kelley D. Parker Tel: (212) 373-3000 Facsimile: (212) 373-2393
	Wiley Rein LLP 1776 K Street, N.W. Washington, D.C. 20006 Attn: John E. Fiorini, III Tel: (202) 719-7000 Facsimile:  (202) 719-7049
if to Programmer:	LMA Merlin Media, LLC 300 N. LaSalle Street Suite 5600 Chicago, IL 60654 Attn: Christian McGrath Tel: (312) 382-2200 Facsimile: (312) 382-2201
with copies (which shall not constitute notice) to:	GTCR LLC 300 N. LaSalle Street Suite 5600 Chicago, IL 60654 Attn: Christian McGrath Tel: (312) 382-2200 Facsimile: (312) 382-2201
	Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Attn:  Edward Sonnenschein Tel: (212) 906-1200 Facsimile.:  (212) 751-4864
	Latham & Watkins LLP 555 11th St. NW Suite 1000

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Washington, DC 20004

Attn: Eric Bernthal and Nicholas P. Luongo

Tel: (202) 637-2200

Facsimile: (202) 637-2201

(c)           No amendment or waiver of compliance with any provision hereof or consent pursuant to this Agreement shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of such amendment, waiver, or consent is sought.

(d)           This Agreement is not intended to be, and shall not be construed as, an agreement to form a partnership, agency relationship, or joint venture between the parties.  Neither party shall be authorized to act as an agent of or otherwise to represent the other party.

(e)           The construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the choice of law provisions thereof.  Venue for any action to enforce a party’s rights hereunder shall be in the appropriate state or federal court located in New York, New York.

(f)           This Agreement (including the Exhibits and Schedules hereto), together with the Purchase Agreement and Transition Services Agreement of even date herewith constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings with respect to the subject matter hereof.

21.           FCC Compliance.

(a)           The obligations of the parties under this Agreement are subject to the rules, regulations and policies of the FCC and all other applicable laws.  Licensees may file a copy of this Agreement with the FCC and place a copy of this Agreement in the Stations’ public inspection files.

(b)           Licensees certify that they maintain ultimate control over the Stations’ facilities including, specifically, control over the Stations’ finances, personnel and programming. Programmer certifies that this Agreement complies with the provisions of 47 C.F.R. Sections 73.3555(a) and (c).

(c)           In accordance with Paragraphs 49 and 50 of United States Federal Communications Commission Report and Order No. FCC 07-217, Programmer shall not discriminate in any contract for advertising on the Stations on the basis of race or gender, and all such contracts shall be evaluated, negotiated and completed without regard to race or gender.  Programmer shall include a clause to such effect in all contracts for advertising on the Stations, and if requested shall provide written confirmation of compliance with such requirement.

22.           Repair and Maintenance.

(a)           As of the date hereof, the Stations have certain main and auxiliary

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transmitting facilities.  From time to time the Stations may need to reduce power or cease transmitting from a transmitting facility for maintenance and repair.  Licensees shall use commercially reasonable efforts to schedule any routine maintenance or repairs to the Stations’ transmitting facilities such that each of the Stations is continuously operating from one of its transmitting facilities at all times within such Station’s licensed parameters.

(b)           Licensees shall use commercially reasonable efforts to coordinate with Programmer with respect to scheduling routine maintenance to the Stations’ main transmitting facilities in a manner to minimize disruption of programming and advertising.

(c)           To the extent reasonably possible, Licensees shall schedule maintenance and repairs requiring material power reduction or material interruption of service from the Stations’ main transmitting facilities on weekends or during the hours of 12:00 a.m. to 6:00 a.m.

(d)           Reduction in power to the Stations or interruption of transmissions from the Stations pursuant to this Section 22 shall not be deemed a breach of Licensees’ obligations under this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.

Programmer

LMA MERLIN MEDIA, LLC
By:	/s/ Philip A. Canfield
	Name:  Philip A. Canfield
	Title:    Vice President

Licensees

EMMIS RADIO, LLC By: Emmis Operating Company, its manager
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:     Executive Vice President

EMMIS RADIO LICENSE, LLC By: Emmis Operating Company, its manager
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:     Executive Vice President

[Signature Page to Local Programming and Marketing Agreement]

MERLIN MEDIA, LLC By: Emmis Radio Holding Corporation, its manager
By:	/s/ J. Scott Enright
	Name:  J. Scott Enright
	Title:     Executive Vice President

Schedule A

1.           Programmer shall reimburse Licensees for all operating, maintenance and capital expenses incurred by Licensees in the ordinary course of business and associated with the ownership and operation of the Stations at or after the LMA Effective Date and through the end of the Term, including without limitation as set forth below in this paragraph 1 (collectively, the “Station Expenses”) subject to the terms and conditions of this Schedule A.  Such reimbursement by Programmer to Licensees is referred to herein as the “Expense Reimbursement”.  Any Station Expense that straddles the Term and any period beginning or ending before or after the Term that is not clearly allocable to periods before or after the Term shall be prorated between Licensees and Programmer on the basis of the number of days elapsed.  The Station Expenses may include, without limitation:

(a)           all lease payments under the Real Estate Leases (for shared sites, in accordance with the principles set forth below);

(b)           all utility costs (telephone, electricity, water, etc.) to the extent relating to the Stations;

(c)           all personal and real property taxes and commercial rent taxes, to the extent relating to the Stations;

(d)           insurance costs to the extent relating to the Stations;

(e)           all FCC regulatory fees and filing fees with respect to applications or other filings relating to the Stations, excluding any filing fees or other expenses arising out of the transactions contemplated by the Purchase Agreement;

(f)           necessary or ordinary and customary repair and maintenance costs for the Stations’ equipment and facilities, including without limitation the towers, antennas, transmitters, and transmission lines; provided that to the extent Programmer reimburses Licensees for any costs for which insurance proceeds are paid to Licensees, Licensees shall pay Programmer an amount equal to any such insurance proceeds actually received;

(g)           capital expenditures or improvements, provided that Programmer shall have the right to approve any reimbursable capital expenditures over $10,000 in the aggregate during the Term, but Licensees may incur non-reimbursable capital expenditures in excess of such amount if they elect; and

(h)           all ordinary and customary salaries, taxes, insurance, benefits and related costs of Licensees’ two employees (per market) described in Section 6(a) hereof.

Notwithstanding anything herein to the contrary, Programmer shall have the right to pay directly all Station Expenses identified in clauses (e) and (f) above to the extent permitted by applicable Law.

Lease expenses –For the New York studio and office facilities (which are shared with other stations owned by Licensees), all lease payments shall be allocated among the New York

Station and such other stations based upon relative square footage used.  For any New York transmission facilities which are shared with other stations owned by Licensees, all lease payments shall be allocated among the New York Station and such other stations based upon number of stations using the sites.

Non-lease shared expenses – For other non-lease expenses in New York that relate to the New York Station and other stations owned by Licensees, expenses shall be allocated among the New York Station and such other stations with one-third (1/3) allocated to the New York Station and two-thirds (2/3) allocated to such other stations.

Corporate systems  – The reimbursement rate for Licensees’ corporate-level systems shall be based upon the number of stations using such systems.

Build-out  – If any build-out is done at the New York studio and office facilities to bifurcate space, Programmer shall pay the entire cost of such build-out.

2.           Notwithstanding anything to the contrary contained in this Schedule A or in this Agreement, the Station Expenses shall not include, and Programmer shall not be responsible for or be required to reimburse for any of the following:

(a)           Licensees’ franchise, income, and similar taxes based on or measured by net income;

(b)           interest on and principal of loans and/or indebtedness and other fees, charges, costs and expenses relating to loans and/or indebtedness;

(c)           legal, accounting and other professional fees and expenses, including, without limitation, any in connection with or arising out of this Agreement, the Contribution Agreement and/or the Purchase Agreement, and/or the negotiation, administration, interpretation or closing of this Agreement, the Contribution Agreement, and/or the Purchase Agreement, and/or the transactions contemplated hereby and thereby; and

(d)           salaries, taxes, insurance, benefits and related costs of Licensee’s employees, other than the two employees (per market) described in Section 6 hereof, but without limiting Programmer’s reimbursement obligations under the TSSA.

3.           Programmer shall pay the Expense Reimbursement to Licensees within 15 days after delivery to Programmer of an invoice from Licensees, which such invoice shall provide reasonable detail and back-up documentation.

4.           In addition to the Expense Reimbursement, Programmer shall pay to Licensees a fixed fee of Two Hundred Thousand Dollars ($200,000) per month during the Term, such payment to be made on or before the 15th day of each month.  The monthly fixed fee shall be prorated for any partial calendar month during the Term.

5.           If a Program is not broadcast on a Station due to a failure by Licensees to perform any of their covenants or obligations in this Agreement, then Programmer shall receive a pro rata credit against the Section 4 monthly fee payable hereunder (based on the non-broadcast time in relation to the total broadcast time in the applicable month).

Schedule B

New York studio and office facility – See attached diagram.

Chicago studio and office facility – All space under the Chicago Stations’ studio and office lease, except for a reasonable amount of space for the two employees of Licensees and the space currently used by three employees of an Affiliate of Licensees (who shall vacate such space within sixty (60) days after the LMA Effective Date).

Schedule 10(g)

List of Exceptions to 10(g)

1) Those Station Employees not hired by Programmer at the Effective Date will be provided severance based on the attached schedule.

2) Severance plans may be revised to ensure that severance payable is reduced by any amounts that would be payable during any notice period required to be given under the Worker Adjustment and Retraining Notification Act and similar state laws.

3) Licensees may terminate as of the Effective Date any Current Station Employee who is not a Hired Employee.

EX-10.2

EXHIBIT 10.2

GUARANTEE

OF

EMMIS COMMUNICATIONS CORPORATION

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”).

1.           Guarantee.  To induce the Beneficiaries to enter into that certain Purchase Agreement, dated as of June 20, 2011 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among the Beneficiaries and Emmis Operating Company, an Indiana corporation (“Emmis Operating”), Emmis Radio, LLC, an Indiana limited liability company (“Emmis Radio”), Emmis Radio License, LLC, an Indiana limited liability company (“Emmis License”) and Emmis Radio Holding Corporation, an Indiana corporation (“Emmis Radio 1”), Emmis Radio Holding II Corporation, an Indiana corporation (“Emmis Radio 2” and, together with Emmis Operating, Emmis Radio, Emmis Radio 1 and Emmis License, the “Obligors” and each, an “Obligor”), the Guarantor is entering into this Guarantee and hereby absolutely, unconditionally and irrevocably guarantees to the Beneficiaries the obligations of the Obligors under the Purchase Agreement and the Related Documents (the “Obligations”).  The Beneficiaries hereby agree that the Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Guarantee or the Purchase Agreement other than as expressly set forth herein.  Capitalized terms used herein and not defined have the meanings set forth in the Purchase Agreement.

2.           Nature of Guarantee.  The Beneficiaries shall not be obligated to file any claim relating to the Obligations in the event that any Obligor becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiaries to so file shall not affect the Guarantor’s obligations hereunder.  In the event that any delivery to the Beneficiaries in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as if such delivery had not occurred.  This is an unconditional guarantee of performance, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against any Obligor or any other Person or whether any of the Obligors or any other Person is joined in any such action or actions.  The Guarantor reserves the right to assert defenses that the Obligors may have to performance of any Obligation, other than defenses arising from insolvency, bankruptcy, reorganization or similar proceeding of the Obligors and other defenses expressly waived hereby.  It is expressly acknowledged that the obligations of the Guarantor are independent and separate from the Obligations and any other obligations of the Obligors or any other Person.

3.           Changes in Obligations; Certain Waivers.  The Guarantor agrees that the Beneficiaries may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of performance of any of the Obligations, and may also make any agreement with the Obligors for the creation, extension, renewal, accrual, acceleration, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiaries and the Obligors without in any way impairing or affecting this Guarantee.  The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Beneficiaries to assert any claim or demand or to enforce any right or remedy against the Obligors or any other Person interested in the transactions contemplated by the Purchase Agreement; (b) any change in the time, place, manner or terms of performance of any of the Obligations or any rescission, waiver, compromise, consolidation or any change or extension of the time of payment or performance of, renewal or alteration of, any of the Obligations, any escrow arrangement or other security therefor, any liability incurred directly or indirectly

in respect thereof, or other amendment or modification or waiver of or consent to any departure from any of the terms or provisions of the Purchase Agreement or any other agreement evidencing, securing or otherwise executed in connection with any of the Obligations, (c) the addition, substitution or release of any other Person interested in the transactions contemplated by the Purchase Agreement in accordance with the terms of the Purchase Agreement; (d) any change in the limited liability company or corporate, as applicable, existence, structure or ownership of any Obligor or any other Person interested in the transactions contemplated by the Purchase Agreement; (e) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor or any other Person interested in the transactions contemplated in the Purchase Agreement; (f) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Obligors or the Beneficiaries, whether in connection with the Obligations or otherwise, (g) the adequacy of any other means the Beneficiaries may have of obtaining performance of the Obligations or (h) the value, genuineness, validity, regularity, illegality or enforceability of the Purchase Agreement or the Obligations.  To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Beneficiaries.  The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for performance, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Obligors or any other entity or other Person interested in the transactions contemplated by the Purchase Agreement, and all suretyship defenses generally (other than defenses to the performance of the Obligations that are available to the Obligors under the Purchase Agreement).  The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Purchase Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.  Notwithstanding anything to the contrary contained in this Guarantee, the Beneficiaries hereby agree that to the extent the Obligors are relieved of any of their obligations under and pursuant to the terms of the Purchase Agreement, the Guarantor shall be similarly relieved of such Obligations under this Guarantee.

4.           No Waiver; Cumulative Rights.  No failure on the part of the Beneficiaries to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiaries of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder.  Each and every right, remedy and power hereby granted to the Beneficiaries or allowed them by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Beneficiaries at any time or from time to time.  The Beneficiaries shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Beneficiaries’ rights against, the Obligors or any other Person interested in the transactions contemplated by the Purchase Agreement now or hereafter liable for any Obligations prior to proceeding against the Guarantor.

5.           Representations and Warranties.  The Guarantor hereby represents and warrants that:

(a)           it has all necessary power and authority to execute, deliver and perform this Guarantee, the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s articles of incorporation, bylaws or similar organizational documents or any Law, judgment or contractual restriction binding on the Guarantor or its assets;

(b)           all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly

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complied with, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee;

(c)           this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(d)           the Guarantor has the financial capacity to pay and perform its obligations under this Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with Section 8 hereof.

6.           No Assignment.  The Guarantor may not assign its obligations hereunder to any other Person (except by operation of law) without the prior written consent of the Beneficiaries.

7.           Notices.  All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, or (d) when delivered by telecopy (with respect to this clause (d), solely if receipt is confirmed), addressed as follows:

Attention: Scott Enright

Emmis Communications Corporation

One Emmis Plaza

40 Monument Circle

Suite 700

Indianapolis, Indiana 46204

Tel: (317) 684-6565

Facsimile: (317) 684-5583

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison

1285 Avenue of the Americas

New York, New York 10019-6064

Attn: James M. Dubin and Kelley D. Parker

Tel: (212) 373-3000

Facsimile: (212) 757-3990

or to such other address or facsimile number as the Guarantor shall have notified the Beneficiaries in a written notice delivered to the Beneficiaries in accordance with the Purchase Agreement.  All notices to the Beneficiaries hereunder shall be delivered as set forth in the Purchase Agreement.

8.           Continuing Guarantee.  This Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until all Obligations have been indefeasibly satisfied in full, and shall inure to the benefit of, and be enforceable by, the Beneficiaries and their successors, transferees and assigns.  Notwithstanding the foregoing, the obligations of the Guarantor pursuant to this Guarantee shall automatically terminate and the Guarantor shall have no further obligations hereunder

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when all Obligations have been satisfied in full.  Notwithstanding the foregoing, in the event that the Beneficiaries or any of their Affiliates asserts in any litigation or other proceeding that the provisions of this Section 8 or Section 9 hereof are illegal, invalid or unenforceable in whole or in part, asserts any theory of liability against the Guarantor or any Affiliate of the Guarantor (other than the Obligors) with respect to the transactions contemplated by the Purchase Agreement other than liability of the Guarantor under this Guarantee, then (i) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, (ii) if the Guarantor has previously made any payments under this Guarantee, it shall be entitled to recover such payments, and (iii) neither the Guarantor nor any Affiliate of the Guarantor (other than the Obligors) shall have any liability to the Beneficiaries with respect to the transactions contemplated by the Purchase Agreement, the Contribution Agreement or any Related Document or under this Guarantee.

9.           Recourse.  For all purposes of this Guarantee, pursuit of a claim against a Person by the Beneficiaries or any Beneficiary’s Affiliate on such Beneficiary’s behalf shall be deemed to be pursuit of a claim by the Beneficiaries.  A Person shall be deemed to have pursued a claim against another Person if such first Person brings a legal action against such Person, adds such other Person to an existing Action, or otherwise asserts a legal claim of any nature against such Person.

10.           Subrogation.  The Guarantor will not exercise any rights of subrogation or contribution, whether arising by contract or operation of law (including without limitation any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any performance by it pursuant to the provisions of Section 1 hereof unless and until the Obligations have been indefeasibly satisfied.

11.           Amendments and Waivers.  No amendment or waiver of any provision of this Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Beneficiaries, or in the case of waiver, by the party against whom the waiver is to be effective.  No waiver by any party of any breach or violation of, or default under, this Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

12.           Severability.  Any term or provision of this Guarantee that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  No party hereto shall assert, and each party shall cause its respective Affiliates not to assert, that this Guarantee or any part hereof is invalid, illegal or unenforceable.

13.           Headings.  The headings contained in this Guarantee are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

14.           Entire Agreement.  This Guarantee, the Purchase Agreement, the Contribution Agreement and the Related Documents constitute the entire agreement with respect to the subject matter hereof and supersede any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Obligors and the Guarantor or any of their respective Affiliates on the one hand, and the Beneficiaries or any of their Affiliates on the other hand.

15.           Governing Law.  This Guarantee, and all claims or causes of action based upon, arising out of or related to this Guarantee, the negotiation, execution or performance hereof or the inducement of any party to enter into this Guarantee and the other documents to be delivered pursuant hereto, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without giving effect to

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principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

16.           Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)           Each of the parties hereto agrees that any dispute, controversy or claim arising out of or relating to this Guarantee shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts.  In that context, and without limiting the generality of the foregoing, each of the Parties by this Guarantee irrevocably and unconditionally:

(i)           submits for itself and its property in any Action relating to this Guarantee, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court;

(ii)          consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same;

(iii)         agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided herein (with respect to the Guarantor) or in the Purchase Agreement (with respect to the Beneficiaries); and

(iv)         agrees that nothing in this Guarantee shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York.

(b)           EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE, THE PURCHASE AGREEMENT, THE CONTRIBUTION AGREEMENT OR ANY RELATED DOCUMENT.  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE, THE RELATED DOCUMENTS AND ANY OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17.           Counterparts.  This Guarantee may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

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SIGNATURE PAGE FOLLOWS

6

IN WITNESS WHEREOF, the Guarantor and the Beneficiaries have caused this Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

EMMIS COMMUNICATIONS CORPORATION
By:	/s/ J. Scott Enright
	Name:	J. Scott Enright
	Title:	Executive Vice President

[Signature page to Emmis Guarantee]

Accepted and Agreed to:

GTCR Merlin Holdings, LLC
By:	/s/ Philip A. Canfield
Name:	Philip A. Canfield
Title:	Vice President
/s/ Benjamin L. Homel
Benjamin L. Homel

[Signature page to Emmis Guarantee]