NOTE PURCHASE AGREEMENT Dated as of November 10, 2011 between EMMIS COMMUNICATIONS CORPORATION, as Issuer and ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P., as PurchaserNote Purchase Agreement • December 1st, 2011 • Emmis Communications Corp • Radio broadcasting stations
WHEREAS, EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation (the “Issuer”), has informed us that it has entered into, or will enter into one or more total return swap transactions or escrow agreements intended to accomplish the same economic purposes (each a “TRS Transaction”) with one or more holders of its 6.25% Series A Convertible Stock, par value $0.01 per share (the “Preferred Stock”) pursuant to which, among other things, the Issuer will make a cash payment to such holders on the effective date of the applicable TRS Transaction and in return such holders agree to deliver the applicable shares of Preferred Stock to the Issuer on the settlement date of the applicable TRS Transaction;
