exv10w30



 





Exhibit 10.30

EXECUTION COPY




Emmis Operating Company




6 7/8% Senior Subordinated Notes due 2012




guaranteed as to the

payment of principal, premium,

if any, and interest by the

Guarantors on Schedule I hereto




Exchange and Registration Rights Agreement




May 10, 2004




Goldman, Sachs & Co.,
  
As representative of the several Purchasers
  
named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004



Ladies and Gentlemen:




     Emmis Operating Company, an Indiana corporation (the “Company”), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set
forth in the Purchase Agreement (as defined herein) an aggregate of
$375,000,000 principal amount of its 6?% Senior Subordinated Notes due 2012,
which are guaranteed by the Guarantors named on Schedule I hereto. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company and the Guarantors agree with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:



     1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:




     “Base Interest” shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving
effect to the provisions of this Agreement.




     The term “broker-dealer” shall mean any broker or dealer registered
with the Commission under the Exchange Act.




     “Closing Date” shall mean the date on which the Securities are
initially issued.




     “Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for
the particular purpose.




     “Effective Time,” in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Offer Registration Statement



 









 






effective or as of which the Exchange Offer
Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the Commission
declares the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.




     ”Electing Holder” shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Company
in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.




     “Exchange Offer” shall have the meaning assigned thereto in Section
2(a) hereof.




     “Exchange Offer Registration Statement” shall have the meaning assigned
thereto in Section 2(a) hereof.




     “Exchange Registration” shall have the meaning assigned thereto in
Section 3(c) hereof.




     “Exchange Securities” shall have the meaning assigned thereto in
Section 2(a) hereof.




     “Guarantors” shall have the meaning assigned thereto in the Indenture.




     The term “holder” shall mean each of the Purchasers and other persons
who acquire Registrable Securities from time to time (including any
successors or assigns), in each case for so long as such person owns any
Registrable Securities.




     “Indenture” shall mean the Indenture, dated as of May 10, 2004, among
the Company, the Guarantors and The Bank of Nova Scotia Trust Company of New
York, as Trustee, as the same shall be amended from time to time.




     ”Notice and Questionnaire” means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.




     The term “person” shall mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.




     “Purchase Agreement” shall mean the Purchase Agreement, dated as of
April 27, 2004, among the Purchasers, the Guarantors and the Company
relating to the Securities.




     “Purchasers” shall mean the Purchasers named in Schedule I to the
Purchase Agreement.




     “Registrable Securities” shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided that any Exchange Security that, pursuant to
the last two sentences of Section 2(a), is included in a prospectus for use
in connection with resales by broker-dealers shall be deemed to be a
Registrable Security with respect to Sections 5, 6 and 8 until resale of
such Registrable Security has been effected within the 180-day period
referred to in Section 2(a)); (ii) in the circumstances
contemplated by Section 2(b) hereof, a Shelf Registration Statement
registering such Security under the Securities Act has been declared or
becomes effective and such Security



2









 






has been sold or otherwise transferred
by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is sold pursuant
to Rule 144 under circumstances in which any legend borne by such Security
relating to restrictions on transferability thereof, under the Securities
Act or otherwise, is removed by the Company or pursuant to the Indenture;
(iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule
144; or (v) such Security shall cease to be outstanding.




     “Registration Default” shall have the meaning assigned thereto in
Section 2(c) hereof.




     “Registration Expenses” shall have the meaning assigned thereto in
Section 4 hereof.




     “Resale Period” shall have the meaning assigned thereto in Section 2(a)
hereof.




     “Restricted Holder” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder’s business, (iii) a
holder who has arrangements or understandings with any person to participate
in the Exchange Offer for the purpose of distributing Exchange Securities
and (iv) a holder that is a broker-dealer, but only with respect to Exchange
Securities received by such broker-dealer pursuant to an Exchange Offer in
exchange for Registrable Securities acquired by the broker-dealer directly
from the Company.




     “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as
the same shall be amended from time to time.




     “Securities” shall mean, collectively, the 6?% Senior Subordinated
Notes due 2012 of the Company to be issued and sold to the Purchasers, and
securities issued in exchange therefor or in lieu thereof pursuant to the
Indenture. Each Security is entitled to the benefit of the guarantees
provided for in the Indenture (the “Guarantees”) and, unless the context
otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the
related Guarantees.




     “Securities Act” shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.




     “Shelf Registration” shall have the meaning assigned thereto in Section
2(b) hereof.




     “Shelf Registration Statement” shall have the meaning assigned thereto
in Section 2(b) hereof.




     “Special Interest” shall have the meaning assigned thereto in Section
2(c) hereof.




     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.



     Unless the context otherwise requires, any reference herein to a “Section”
or “clause” refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import
refer to this Exchange and Registration Rights Agreement as a whole and
not to any particular Section or other subdivision.



3









 






                    2. Registration Under the Securities Act.




     (a) Except as set forth in Section 2(b) below, the Company and the
Guarantors agree to file under the Securities Act no later than 90 days
after the Closing Date, a registration statement relating to an offer to
exchange (such registration statement, the “Exchange Offer Registration
Statement”, and such offer, the “Exchange Offer”) any and all of the
Securities for a like aggregate principal amount of debt securities issued
by the Company and guaranteed by the Guarantors, which debt securities and
guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for the
Special Interest contemplated in Section 2(c) below (such new debt
securities hereinafter called “Exchange Securities”). The Company and the
Guarantors agree to use all commercially reasonable efforts to cause the
Exchange Offer Registration Statement to become effective under the
Securities Act no later than 180 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form
and will comply with all applicable tender offer rules and regulations under
the Exchange Act. The Company and the Guarantors further agree to use all
commercially reasonable efforts to consummate the Exchange Offer on or prior
to 30 business days, or longer, if required by the federal securities laws,
after such registration statement has become effective, and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange
Offer. The Exchange Offer will be deemed to have been “completed” only if
the debt securities and related guarantees received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are,
upon receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of
the United States of America. The Exchange Offer shall be deemed to have
been completed upon the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange
Offer. The Company agrees (x) to include in the Exchange Offer Registration
Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a broker-dealer and (y) to keep such Exchange Offer
Registration Statement effective for a period (the “Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer
and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no
longer own any Registrable Securities. With respect to such Exchange Offer
Registration Statement, such holders shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and
(e) hereof.




     (b) If (i) the Company and the Guarantors are not (A) required to file
the Exchange Offer Registration Statement or (B) permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law
or Commission policy; or (ii) any holder of Registrable Securities notifies
the Company prior to the 20th business day following consummation of the
Exchange Offer that (a) such holder was prohibited by law or Commission
policy from participating in the Exchange Offer, (B) such holder may not
resell the Exchange Securities acquired by it in the Exchange Offer to the
public without delivering a prospectus and the prospectus contained in the
Exchange Offer Registration Statement is
not appropriate or available for such resales by such holder or (C)
such holder is a broker-dealer and holds Registrable Securities acquired
directly from the Company or an affiliate of the Company, then the Company
and the Guarantors shall, in lieu of (or, in the case of



4









 






clause (ii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), use
all commercially reasonable efforts to file under the Securities Act on or
prior to the later of (x) 30 days after the time such obligation to file
arises, or (y) 90 days after the Closing Date, a “shelf” registration
statement providing for the registration of, and the sale on a continuous or
delayed basis by the holders of, all of the Registrable Securities, pursuant
to Rule 415 or any similar rule that may be adopted by the Commission (such
filing, the “Shelf Registration” and such registration statement, the “Shelf
Registration Statement”). The Company and the Guarantors agree to use all
commercially reasonable efforts (x) to cause the Shelf Registration
Statement to become or be declared effective by the Commission on or prior
to 90 days after such filing obligation arises (but no earlier than 180 days
following the Closing Date) and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Closing Date or such time as there are no longer any
Registrable Securities outstanding, provided, however, that no holder shall
be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder,
and (y) after the Effective Time of the Shelf Registration Statement,
promptly upon the request of any holder of Registrable Securities that is
not then an Electing Holder, to take any action reasonably necessary to
enable such holder to use the prospectus forming a part thereof for resales
of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this Clause (y)
shall relieve any such holder of the obligation to return a completed and
signed Notice and Questionnaire to the Company in accordance with Section
3(d)(iii) hereof. The Company and the Guarantors further agree to supplement
or make amendments to the Shelf Registration Statement, as and when required
by the rules, regulations or instructions applicable to the registration
form used by the Company and the Guarantors for such Shelf Registration
Statement or by the Securities Act or rules and regulations thereunder for
shelf registration, and the Company agrees to furnish to each Electing
Holder copies of any such supplement or amendment prior to its being used or
promptly following its filing with the Commission.




     (c) In the event that (i) the Company and the Guarantors has not filed
the Exchange Offer Registration Statement or Shelf Registration Statement on
or before the date on which such registration statement is required to be
filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
Offer Registration Statement or Shelf Registration Statement has not become
effective or been declared effective by the Commission on or before the date
on which such registration statement is required to become or be declared
effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the
Exchange Offer has not been consummated within 30 days after the initial
effective date of the Exchange Offer Registration Statement relating to the
Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
any Exchange Offer Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject
to an effective stop order issued pursuant to Section 8(d) of the Securities
Act suspending the effectiveness of such registration statement during the
time period in which such registration statement is required to be
continuously effective (except as specifically permitted herein) without
being succeeded, within two days, by an additional registration statement
filed and declared effective (each such event referred to in clauses (i)
through (iv), a “Registration Default” and each period during which a
Registration Default has occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special
Interest”), in addition to the Base Interest, shall accrue in an amount
equal to $.05 per week per $1,000 principal



5









 






amount of Registrable Securities
for the first 90 days of the Registration Default Period. The amount of
Special Interest shall increase by an additional $.05 per week per $1,000
principal amount of Registrable Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a
maximum amount of Special Interest for all Registration Defaults of $.50 per
week per $1,000 principal amount of Registrable Securities; provided,
however, that the Company shall in no event be required to pay Special
Interest for more that one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon the
filing of the Exchange Offer Registration Statement (and/or, if applicable
the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if
applicable the Shelf Registration Statement), in the case of (ii) above, (3)
upon the consummation of the Exchange Offer in the case of (iii) above or
(4) upon the filing of a post effective amendment to the Registration
Statement that causes the Exchange Offer Registration Statement (and/or if
applicable, the Shelf Registration Statement) to again be declared effective
or made usable in the case of (iv) above, the Special Interest payable with
respect to the Registrable Securities shall cease.




     (d) Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein
to any post-effective amendment to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time.




     3. Registration Procedures.



     If the Company and the Guarantors file a registration statement pursuant
to Section 2(a) or Section 2(b), the following provisions shall apply:




     (a) At or before the Effective Time of the Exchange Registration or the
Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.




     (b) In the event that such qualification would require the appointment
of a new trustee under the Indenture, the Company shall appoint a new
trustee thereunder pursuant to the applicable provisions of the Indenture.




     (c) In connection with the Company’s and the Guarantors’ obligations
with respect to the registration of Exchange Securities as contemplated by
Section 2(a) (the “Exchange Registration”), if applicable, the Company and
the Guarantors shall, as soon as practicable (or as otherwise specified):




     (i) prepare and file with the Commission no later than 90 days
after the Closing Date, an Exchange Offer Registration Statement on
any form which may be utilized by the Company and which shall permit
the Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as contemplated
by Section 2(a), and use all commercially reasonable efforts to have
the Exchange Offer Registration Statement declared effective no later
than 180 days after the Closing Date;




     (ii) as soon as practicable prepare and file with the Commission
such amendments and supplements to such Exchange Offer Registration
Statement and the prospectus included therein as may be necessary to
effect and maintain the



6









 






effectiveness of such Exchange Offer
Registration Statement for the periods and purposes contemplated in
Section 2(a) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the
form of such Exchange Offer Registration Statement, and promptly
provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended
or supplemented), in conformity in all material respects with the
requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder, as such
broker-dealer reasonably may request prior to the expiration of the
Resale Period, for use in connection with resales of Exchange
Securities;




     (iii) promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration
statement, and confirm such advice in writing, (A) when such Exchange
Offer Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has
been filed, and, with respect to such Exchange Offer Registration
Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky
or securities commissioner or regulator of any state with respect
thereto or any request by the Commission for amendments or supplements
to such Exchange Offer Registration Statement or prospectus or for
additional information, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of such Exchange Offer
Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of
the Exchange Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose, or (E) at any time
during the Resale Period when a prospectus is required to be delivered
under the Securities Act, that such Exchange Offer Registration
Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to
the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading;




     (iv) in the event that the Company and the Guarantors would be
required, pursuant to Section 3(c)(iii)(E) above, to notify any
broker-dealers holding Exchange Securities, as soon as practicable
prepare and furnish to each such holder a reasonable number of copies
of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of such Exchange Securities during the Resale
Period, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder and
shall not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
they were made, not misleading;




     (v) use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange
Offer Registration Statement or any post-effective amendment thereto
at the earliest practicable date;



7









 






     (vi) use all commercially reasonable efforts to (A) register or
qualify the Exchange Securities under the securities laws or blue sky
laws of such jurisdictions as are contemplated by Section 2(a) no
later than the commencement of the Exchange Offer, (B) keep such
registrations or qualifications in effect and comply with such laws so
as to permit the continuance of offers, sales and dealings therein in
such jurisdictions until the expiration of the Resale Period and (C)
take any and all other actions as may be reasonably necessary to
enable each broker-dealer holding Exchange Securities to consummate
the disposition thereof in such jurisdictions; provided, however, that
neither the Company nor any of the Guarantors shall be required for
any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but
for the requirements of this Section 3(c)(vi), (2) consent to general
service of process or taxation in any such jurisdiction or (3) make
any changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;




     (vii) use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Exchange
Registration, the Exchange Offer and the offering and sale of Exchange
Securities by broker-dealers during the Resale Period;




     (viii) provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and




     (ix) comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as
soon as practicable but no later than eighteen months after the
effective date of such Exchange Offer Registration Statement, an
earning statement of the Company and its subsidiaries complying with
Section 11(a) of the Securities Act (including, at the option of the
Company, Rule 158 thereunder).




     (d) In connection with the Company’s and the Guarantors’ obligations
with respect to the Shelf Registration, if applicable, the Company and the
Guarantors shall, as soon as practicable (or as otherwise specified):




     (i) prepare and file with the Commission, as soon as practicable
but in any case within the time periods specified in Section 2(b), a
Shelf Registration Statement on any form which may be utilized by the
Company and which shall register all of the Registrable Securities for
resale by the holders thereof in accordance with such method or
methods of disposition as may be specified by such of the holders as,
from time to time, may be Electing Holders and use all commercially
reasonable efforts to cause such Shelf Registration Statement to
become effective as soon as practicable but in any case within the
time periods specified in Section 2(b);




     (ii) not less than 30 calendar days prior to the Effective Time
of the Shelf Registration Statement, mail the Notice and Questionnaire
to the holders of Registrable Securities; no holder shall be entitled
to be named as a selling securityholder in the Shelf Registration
Statement as of the Effective Time, and no holder shall be entitled to
use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless such holder has
returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided,
however, holders of Registrable Securities shall have at least 10
calendar days from the date on which the Notice and Questionnaire is
first mailed



8









 






to such holders to return a completed and signed Notice
and Questionnaire to the Company;




     (iii) after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities
that is not then an Electing Holder, promptly send a Notice and
Questionnaire to such holder; provided that the Company shall not be
required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such
holder to use the prospectus forming a part thereof for resales of
Registrable Securities until such holder has returned a completed and
signed Notice and Questionnaire to the Company;




     (iv) as soon as practicable prepare and file with the Commission
such amendments and supplements to such Shelf Registration Statement
and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such Shelf Registration Statement for
the period specified in Section 2(b) hereof and as may be required by
the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Shelf Registration
Statement, and furnish to the Electing Holders copies of any such
supplement or amendment simultaneously with or prior to its being used
or filed with the Commission;




     (v) comply with the provisions of the Securities Act with respect
to the disposition of all of the Registrable Securities covered by
such Shelf Registration Statement in accordance with the intended
methods of disposition by the Electing Holders provided for in such
Shelf Registration Statement;




     (vi) provide (A) the Electing Holders, (B) the underwriters
(which term, for purposes of this Exchange and Registration Rights
Agreement, shall include a person deemed to be an underwriter within
the meaning of Section 2(a)(11) of the Securities Act), if any,
thereof, (C) any sales or placement agent therefor, (D) counsel for
any such underwriter or agent and (E) not more than one counsel for
all the Electing Holders the opportunity to review and comment on such
Shelf Registration Statement, for a period of at least 5 business
days, each prospectus included therein or filed with the Commission
and each amendment or supplement thereto;




     (vii) for a reasonable period prior to the filing of such Shelf
Registration Statement, and throughout the period specified in Section
2(b), make available at reasonable times at the Company’s principal
place of business or such other reasonable place for inspection by the
persons referred to in Section 3(d)(vi) who shall certify to the
Company that they have a current intention to sell the Registrable
Securities pursuant to the Shelf Registration such financial and other
information and books and records of the Company, and cause the
officers, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be
reasonably necessary, in the judgment of the respective counsel
referred to in such Section, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided,
however, that each such party shall be required to enter into a
customary confidentiality agreement with the
Company whereby such party agrees to maintain in confidence and
not to disclose to any other person any information or records
reasonably designated by the Company as being confidential, until such
time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such registration statement or



9









 






otherwise), or (B) such person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter
(subject to the requirements of such order, and only after such person
shall have given the Company prompt prior written notice of such
requirement), or (C) such information is required to be set forth in
such Shelf Registration Statement or the prospectus included therein
or in an amendment to such Shelf Registration Statement or an
amendment or supplement to such prospectus in order that such Shelf
Registration Statement, prospectus, amendment or supplement, as the
case may be, complies with applicable requirements of the federal
securities laws and the rules and regulations of the Commission and
does not contain an untrue statement of a material fact or omit to
state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;




     (viii) promptly notify each of the Electing Holders, any sales or
placement agent therefor and any underwriter thereof (which
notification may be made through any managing underwriter that is a
representative of such underwriter for such purpose) and confirm such
advice in writing, (A) when such Shelf Registration Statement or the
prospectus included therein or any prospectus amendment or supplement
or post-effective amendment has been filed, and, with respect to such
Shelf Registration Statement or any post-effective amendment, when the
same has become effective, (B) of any comments by the Commission and
by the blue sky or securities commissioner or regulator of any state
with respect thereto or any request by the Commission for amendments
or supplements to such Shelf Registration Statement or prospectus or
for additional information, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of such Shelf Registration
Statement or the initiation or threatening of any proceedings for that
purpose, (D) if at any time the representations and warranties of the
Company contemplated by Section 3(d)(xvii) or Section 5 cease to be
true and correct in all material respects, (E) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, or (F) if at any time when a prospectus is required to
be delivered under the Securities Act, that such Shelf Registration
Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to
the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder or contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the
circumstances then existing;




     (ix) use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such
registration statement or any post-effective amendment thereto at the
earliest practicable date;




     (x) if requested by any managing underwriter or underwriters, any
placement or sales agent or any Electing Holder, promptly incorporate
in a prospectus supplement or post-effective amendment such
information as is required by the applicable
rules and regulations of the Commission and as such managing
underwriter or underwriters, such agent or such Electing Holder
reasonably requests be included therein relating to the terms of the
sale of such Registrable Securities, including information with
respect to the principal amount of Registrable Securities being sold



10









 






by such Electing Holder or agent or to any underwriters, the name and
description of such Electing Holder, agent or underwriter, the
offering price of such Registrable Securities and any discount,
commission or other compensation payable in respect thereof, the
purchase price being paid therefor by such underwriters and with
respect to any other terms of the offering of the Registrable
Securities to be sold by such Electing Holder or agent or to such
underwriters; and make all required filings of such prospectus
supplement or post-effective amendment promptly after notification of
the matters to be incorporated in such prospectus supplement or
post-effective amendment;




     (xi) furnish to each Electing Holder, each placement or sales
agent, if any, therefor, each underwriter, if any, thereof and the
respective counsel referred to in Section 3(d)(vi) a copy of such
Shelf Registration Statement, each such amendment and supplement
thereto (in each case including all exhibits thereto (in the case of
an Electing Holder of Registrable Securities, upon request) and
documents incorporated by reference therein) and such number of copies
of such Shelf Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein unless specifically so
requested by such Electing Holder, agent or underwriter, as the case
may be) and of the prospectus included in such Shelf Registration
Statement (including each preliminary prospectus and any summary
prospectus), in conformity in all material respects with the
applicable requirements of the Securities Act and the Trust Indenture
Act and the rules and regulations of the Commission thereunder, and
such other documents, as such Electing Holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such
Electing Holder, offered or sold by such agent or underwritten by such
underwriter and to permit such Electing Holder, agent and underwriter
to satisfy the prospectus delivery requirements of the Securities Act;
and the Company hereby consents to the use of such prospectus
(including such preliminary and summary prospectus) and any amendment
or supplement thereto by each such Electing Holder and by any such
agent and underwriter, in each case in the form most recently provided
to such person by the Company, in connection with the offering and
sale of the Registrable Securities covered by the prospectus
(including such preliminary and summary prospectus) or any supplement
or amendment thereto;




     (xii) use all commercially reasonable efforts to (A) register or
qualify the Registrable Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws of
such jurisdictions as any Electing Holder and each placement or sales
agent, if any, therefor and underwriter, if any, thereof shall
reasonably request, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of
offers, sales and dealings therein in such jurisdictions during the
period the Shelf Registration is required to remain effective under
Section 2(b) above and for so long as may be necessary to enable any
such Electing Holder, agent or underwriter to complete its
distribution of Securities pursuant to such Shelf Registration
Statement and (C) take any and all other actions as may be reasonably
necessary to enable each such Electing Holder, agent, if any, and
underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities; provided, however, that
neither the
Company nor any of the Guarantors shall be required for any such
purpose to (1) qualify as a foreign corporation in any jurisdiction
wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xii), (2) consent to general service
of process or taxation in any such jurisdiction or (3) make any



11









 






changes to its certificate of incorporation or by-laws or any
agreement between it and its stockholders;




     (xiii) use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether
federal, state or local, which may be required to effect the Shelf
Registration or the offering or sale in connection therewith or to
enable the selling holder or holders to offer, or to consummate the
disposition of, their Registrable Securities;




     (xiv) unless any Registrable Securities shall be in book-entry
only form, cooperate with the Electing Holders and the managing
underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be
sold, which certificates, if so required by any securities exchange
upon which any Registrable Securities are listed, shall be penned,
lithographed or engraved, or produced by any combination of such
methods, on steel engraved borders, and which certificates shall not
bear any restrictive legends; and, in the case of an underwritten
offering, enable such Registrable Securities to be in such
denominations and registered in such names as the managing
underwriters may reasonably request at least two business days prior
to any sale of the Registrable Securities;




     (xv) provide a CUSIP number for all Registrable Securities, not
later than the applicable Effective Time;




     (xvi) enter into one or more underwriting agreements, engagement
letters, agency agreements, “best efforts” underwriting agreements or
similar agreements, as appropriate, including customary provisions
relating to indemnification and contribution;




     (xvii) whether or not an agreement of the type referred to in
Section 3(d)(xvi) hereof is entered into and whether or not any
portion of the offering contemplated by the Shelf Registration is an
underwritten offering or is made through a placement or sales agent or
any other entity, (A) make such representations and warranties to the
Electing Holders and the placement or sales agent, if any, therefor
and the underwriters, if any, thereof in form, substance and scope as
are customarily made in connection with an offering of debt securities
pursuant to any appropriate agreement or to a registration statement
filed on the form applicable to the Shelf Registration; (B) obtain an
opinion of counsel to the Company in customary form and covering such
matters, of the type customarily covered by such an opinion, as the
managing underwriters, if any, or as any Electing Holders of a
majority in aggregate principal amount of the Registrable Securities
at the time outstanding may reasonably request, addressed to such
Electing Holder or Electing Holders and the placement or sales agent,
if any, therefor and the underwriters, if any, thereof and dated the
effective date of such Shelf Registration Statement (and if such Shelf
Registration Statement contemplates an underwritten offering of a part
or all of the Registrable Securities, dated the date of the closing
under the underwriting agreement relating thereto) (it being agreed
that the matters to be covered by such opinion shall be similar, in
all material respects, to those matters covered pursuant to Section 7
of the Purchase Agreement); (C) if permitted under applicable accounting
standards, obtain a “cold comfort” letter or letters from the
independent certified public accountants of the Company addressed to
the selling Electing Holders, the placement or sales agent, if any,
therefor or the underwriters, if any, thereof, dated (i) the effective
date



12









 






of such Shelf Registration Statement and (ii) the effective date
of any prospectus supplement to the prospectus included in such Shelf
Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial
statements as of a date or for a period subsequent to that of the
latest such statements included in such prospectus (and, if such Shelf
Registration Statement contemplates an underwritten offering pursuant
to any prospectus supplement to the prospectus included in such Shelf
Registration Statement or post-effective amendment to such Shelf
Registration Statement which includes unaudited or audited financial
statements as of a date or for a period subsequent to that of the
latest such statements included in such prospectus, dated the date of
the closing under the underwriting agreement relating thereto), such
letter or letters to be in customary form and covering such matters of
the type customarily covered by letters of such type; (D) deliver such
documents and certificates, including officers’ certificates, as may
be reasonably requested by any Electing Holders of a majority in
aggregate principal amount of the Registrable Securities at the time
outstanding or the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the
representations and warranties made pursuant to clause (A) above or
those contained in Section 5(a) hereof and the compliance with or
satisfaction of any customary agreements or conditions contained in
the underwriting agreement or other agreement entered into by the
Company or the Guarantors; and (E) undertake such obligations relating
to expense reimbursement, indemnification and contribution as are
provided in Section 6 hereof;




     (xviii) notify in writing each holder of Registrable Securities
of any proposal by the Company to amend or waive any provision of this
Exchange and Registration Rights Agreement pursuant to Section 9(h)
hereof and of any amendment or waiver effected pursuant thereto, each
of which notices shall contain the text of the amendment or waiver
proposed or effected, as the case may be;




     (xix) in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or
participate as a member of an underwriting syndicate or selling group
or “assist in the distribution” (within the meaning of the Conduct
Rules (the “Conduct Rules) of the National Association of Securities
Dealers, Inc. (“NASD”) or any successor thereto, as amended from time
to time) thereof, whether as a holder of such Registrable Securities
or as an underwriter, a placement or sales agent or a broker or dealer
in respect thereof, or otherwise, assist such broker-dealer in
complying with the requirements of such Conduct Rules, including by
(A) if such Conduct Rules shall so require, engaging a “qualified
independent underwriter” (as defined in such Conduct Rules) to
participate in the preparation of the Shelf Registration Statement
relating to such Registrable Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the
offering contemplated by such Shelf Registration Statement is an
underwritten offering or is made through a placement or sales agent,
to recommend the yield of such Registrable Securities, (B)
indemnifying any such qualified independent underwriter to the extent
of the indemnification of underwriters provided in Section 6 hereof
(or to such other customary extent as may be requested by such
underwriter), and (C) providing, subject to customary confidentiality
provisions, such
information to such broker-dealer as may be required in order for
such broker-dealer to comply with the requirements of the Conduct
Rules; and



13









 






     (xx) comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as
soon as practicable but in any event not later than eighteen months
after the effective date of such Shelf Registration Statement, an
earning statement of the Company and its subsidiaries complying with
Section 11(a) of the Securities Act (including, at the option of the
Company, Rule 158 thereunder).




     (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement
or sales agent, if any, therefor and the managing underwriters, if any,
thereof, the Company shall as soon as practicable and furnish to each of the
Electing Holders, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus
supplemented or amended so that, as thereafter delivered to purchasers of
Registrable Securities, such prospectus shall conform in all material
respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading. Each Electing Holder agrees that upon receipt of any
notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies
of such amended or supplemented prospectus, and if so directed by the
Company, such Electing Holder shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in such Electing
Holder’s possession of the prospectus covering such Registrable Securities
at the time of receipt of such notice.




     (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
and Questionnaire, the Company may require such Electing Holder to furnish
to the Company such additional information regarding such Electing Holder
and such Electing Holder’s intended method of distribution of Registrable
Securities as may be required in order to comply with the Securities Act and
such other matters as the Company may reasonably request. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains
or would contain an untrue statement of a material fact regarding such
Electing Holder or such Electing Holder’s intended method of disposition of
such Registrable Securities or omits or would omit to state any material
fact regarding such Electing Holder or such Electing Holder’s intended
method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and promptly to
furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such
prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.




     (g) Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its “affiliates” (as defined in
Rule 144) to, resell any of the Securities



14









 






that have been reacquired by any
of them except pursuant to an effective registration statement under the
Securities Act.



     4. Registration Expenses.



          The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company’s performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and
any NASD registration, filing and review fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities for offering
and sale under the State securities and blue sky laws referred to in Section
3(d)(xii) hereof and determination of their eligibility for investment under
the laws of such jurisdictions as any managing underwriters or the Electing
Holders may designate, including any reasonable fees and disbursements of
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company’s officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or “cold comfort” letters required by or incident to such
performance and compliance), (h) reasonable fees, disbursements and expenses of
any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the “Registration
Expenses”). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof in accordance with the terms of this agreement
(including the Company’s approval), the Company shall reimburse such person for
the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor. Notwithstanding the foregoing,
the holders of the Registrable Securities being registered shall pay all agency
fees and commissions and underwriting discounts and commissions attributable to
the sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.



     5. Representations and Warranties.



          Each of the Company and the Guarantors, jointly and severally, represents
and warrants to, and agrees with, each Purchaser and each of the holders from
time to time of Registrable Securities that:



15









 






     (a) Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) hereof and any further
amendments or supplements to any such registration statement or prospectus,
when it becomes effective or is filed with the Commission, as the case may
be, and, in the case of an underwritten offering of Registrable Securities,
at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and at all times
subsequent to the Effective Time when a prospectus would be required to be
delivered under the Securities Act, other than from (i) such time as a
notice has been given to holders of Registrable Securities pursuant to
Section 3(d)(viii)(F) hereof until (ii) such time as the Company furnishes
an amended or supplemented prospectus pursuant to Section 3(e) hereof, each
such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) hereof,
as then amended or supplemented, will conform in all material respects to
the requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.




     (b) Any documents incorporated by reference in any prospectus referred
to in Section 5(a) hereof, when they become or became effective or are or
were filed with the Commission, as the case may be, will conform or
conformed in all material respects to the requirements of the Securities Act
or the Exchange Act, as applicable, and none of such documents will contain
or contained an untrue statement of a material fact or will omit or omitted
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Company by a holder of Registrable Securities expressly for
use therein.




     6. Indemnification.




     (a) Indemnification by the Company and the Guarantors. The Company and
the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Offer
Registration Statement, each of the Electing Holders of Registrable
Securities included in a Shelf Registration Statement and each person who
participates as a placement or sales agent or as an underwriter in any
offering or sale of such Registrable Securities against any losses, claims,
damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Exchange Offer
Registration Statement
or Shelf Registration Statement, as the case may be, under which such
Registrable Securities were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein or furnished by
the Company to any such holder, Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are



16









 






based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
and will reimburse such holder, such Electing Holder, such agent and such
underwriter for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that neither the Company nor any
of the Guarantors shall be liable to any such person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final
or summary prospectus, or amendment or supplement thereto, in reliance upon
and in conformity with written information furnished to the Company by such
person expressly for use therein; provided, further, however, that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of any
Purchaser, broker-dealer, Electing Holder of Registrable Securities included
in a Shelf Registration Statement, placement or sales agent or underwriter
from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a
prospectus relating to such Securities was required to be delivered by such
Purchaser, broker-dealer, Electing Holder of Registrable Securities included
in a Shelf Registration Statement, placement or sales agent or underwriter
under the Securities Act in connection with such purchase and any such loss,
claim, damage or liability of such Purchaser, broker-dealer, Electing Holder
of Registrable Securities included in a Shelf Registration Statement,
placement or sales agent or underwriter results from the fact that there was
not sent or given to such person, at or prior to the written confirmation of
the sale of such Securities to such person, a copy of the final prospectus
if the Company had previously furnished copies thereof to such Purchaser,
broker-dealer, Electing Holder of Registrable Securities included in a Shelf
Registration Statement, placement or sales agent or underwriter.




     (b) Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting, placement or sales agreement with respect
thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities
and from each underwriter, placement agent or sales agent named in any such
underwriting, placement or sales agreement, severally and not jointly, to
(i) indemnify and hold harmless the Company, the Guarantors, and all other
holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Company, the Guarantors or such other holders of
Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, or any preliminary, final or summary prospectus
contained therein or furnished by the Company to any such Electing Holder,
agent or underwriter, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company by such Electing Holder or
underwriter expressly for
use therein, and (ii) reimburse the Company and the Guarantors for any
legal or other expenses reasonably incurred by the Company and the
Guarantors in connection with investigating or defending any such action or
claim as such expenses are incurred;



17









 






provided, however, that no such
Electing Holder shall be required to undertake liability to any person under
this Section 6(b) for any amounts in excess of the dollar amount of the
proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such registration.




     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under
the indemnification provisions of or contemplated by Section 6(a) or 6(b)
hereof. In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party),
and, after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the indemnifying
party shall not be liable for legal expenses incurred by such indemnified
party prior to such notice of more than one separate firm of attorneys (in
addition to any local counsel). No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of
the indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.




     (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or
insufficient to hold harmless an indemnified party, or if the indemnified
party failed to give the notice required under Section 6(c), in respect of
any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties
hereto agree that it would not be just and equitable if contributions
pursuant to this Section 6(d) were determined by pro rata allocation (even
if the holders or any agents or underwriters or all of them were treated as
one entity for such purpose) or by any other



18









 






method of allocation which does
not take account of the equitable considerations referred to in this Section
6(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute
any amount in excess of the amount by which the dollar amount of the
proceeds received by such holder from the sale of any Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
exceeds the amount of any damages which such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Registrable Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The holders’ and any
underwriters’ obligations in this Section 6(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.




     (e) The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6
shall be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantors
(including any person who, with his consent, is named in any registration
statement as about to become a director of the Company or the Guarantors)
and to each person, if any, who controls the Company within the meaning of
the Securities Act.




     7. Underwritten Offerings.




     (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be
designated by Electing Holders holding at least a majority in aggregate
principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters
is or are reasonably acceptable to the Company.




     (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder (i)
agrees to sell such holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


19









 






     8. Rule 144.



               The Company covenants to the holders of Registrable Securities for so long
as any Registrable Securities remain outstanding that to the extent it shall be
required to do so under the Exchange Act, the Company (or the Parent) shall
timely file the reports required to be filed by it (or the Parent) under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission.




     9. Miscellaneous.




     (a) No Inconsistent Agreements. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this
Exchange and Registration Rights Agreement.




     (b) Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of
its obligations hereunder and that the Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in
addition to any other remedy to which they may be entitled at law or in
equity, shall be entitled to compel specific performance of the obligations
of the Company under this Exchange and Registration Rights Agreement in
accordance with the terms and conditions of this Exchange and Registration
Rights Agreement, in any court of the United States or any State thereof
having jurisdiction.




     (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by
courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to
the Company, to it at One Emmis Plaza, 7th Floor, 40 Monument Circle,
Indianapolis, Indiana 46204, Attention: Scott Enright, Esq., and if to a
holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only
upon receipt.




     (d) Parties in Interest. All the terms and provisions of this Exchange
and Registration Rights Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Registrable Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Registrable Securities such transferee shall be entitled to
receive



20









 








the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and
Registration Rights Agreement. If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.




     (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and
Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable
Securities, any director, officer or partner of such holder, any agent or
underwriter or any director, officer or partner thereof, or any controlling
person of any of the foregoing, and shall survive delivery of and payment
for the Registrable Securities pursuant to the Purchase Agreement and the
transfer and registration of Registrable Securities by such holder and the
consummation of an Exchange Offer.




     (f) Governing Law. This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State
of New York.




     (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted
for convenience only, do not constitute a part of this Exchange and
Registration Rights Agreement and shall not affect in any way the meaning or
interpretation of this Exchange and Registration Rights Agreement.




     (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which
form a part hereof contain the entire understanding of the parties with
respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the
parties with respect to its subject matter. This Exchange and Registration
Rights Agreement may be amended and the observance of any term of this
Exchange and Registration Rights Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only
by a written instrument duly executed by the Company and the holders of at
least a majority in aggregate principal amount of the Registrable Securities
at the time outstanding. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing
or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.




     (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a list of the names and addresses of all the holders of
Registrable Securities of which the Company has knowledge shall be made
available for inspection and copying on any business day by any holder of
Registrable Securities for proper purposes only (which shall include any
purpose related to the rights of the holders of Registrable Securities under
the Securities, the Indenture and this Agreement) at the offices of the
Company at the address thereof set forth in Section 9(c) above and at the
office of the Trustee under the Indenture.




     (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same
instrument.



21









 





     If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers, the
Guarantors and the Company. It is understood that your acceptance of this
letter on behalf of each of the Purchasers is pursuant to the authority set
forth in a form of Agreement among Purchasers, the form of which shall be
submitted to the Company for examination upon request, but without warranty on
your part as to the authority of the signers thereof.




Very truly yours,




	 	 	Emmis Operating Company




	 	 	 	 	 
	 	 	 
	 	By:  	   /s/
J. Scott Enright	 
	 	 	Name:  	J. Scott Enright 	 
	 	 	Title:  	Vice President and

Associate General Counsel 	 
	 





	 	 	Emmis Communications Corporation

Emmis Radio Corporation

Emmis Television Broadcasting, L.P.

Emmis Publishing, L.P.

Emmis Indiana Broadcasting, L.P.

SJL of Kansas Corp.

Topeka Television Corporation

Emmis International Broadcasting Corporation

Emmis Meadowlands Corporation

Emmis Publishing Corporation

Emmis License Corporation

Emmis Television License Corporation

Emmis Radio License Corporation

Emmis License Corporation of New York

Emmis Radio License Corporation of New York

Emmis Television License Corporation of Wichita

Emmis Television License Corporation of Topeka

Mediatex Communications Corporation

Los Angeles Magazine Holding Company, Inc.




	 	 	 	 	 
	 	 	 
	 	By:  	                                    /s/  J. Scott Enright
 	 
	 	 	Name:  	J. Scott Enright 	 
	 	 	Title:  	Vice President and

Associate General Counsel 	 




22









 






	 	 	 	 	 



Accepted as of the date hereof:

Goldman, Sachs & Co.



	 	 	 	 	 
	By:

	 	/s/ Goldman, Sachs & Co.


(Goldman, Sachs & Co.)	 	 







On behalf of each of the Purchasers




23









 








Schedule I




Emmis Communications Corporation




Emmis Radio Corporation




Emmis Television Broadcasting, L.P.




Emmis Publishing, L.P.




Emmis Indiana Broadcasting, L.P.




SJL of Kansas Corp.




Topeka Television Corporation




Emmis International Broadcasting Corporation




Emmis Meadowlands Corporation




Emmis Publishing Corporation




Emmis License Corporation




Emmis Television License Corporation




Emmis Radio License Corporation




Emmis License Corporation of New York




Emmis Radio License Corporation of New York




Emmis Television License Corporation of Wichita




Emmis Television License Corporation of Topeka




Mediatex Communications Corporation




Los Angeles Magazine Holding Company, Inc.




24









 








Exhibit A




Emmis Operating Company




INSTRUCTION TO DTC PARTICIPANTS




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE] *



The Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in the Emmis Operating Company (the
“Company”) 6?% Senior Subordinated Notes due 2012 (the “Securities”) are held.



The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order
to have their Securities included in the registration statement, beneficial
owners must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.



It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials
or have any questions pertaining to this matter, please contact Emmis Operating
Company, One Emmis Plaza, 7th Floor, 40 Monument Circle, Indianapolis, Indiana
46204, Attention: Scott Enright, Esq., (317) 684-6535.










	*Not less than 10 calendar days from date of mailing.




A-1









 










Emmis Operating Company




Notice of Registration Statement

and

Selling Securityholder Questionnaire




(Date)



Reference is hereby made to the Exchange and Registration Rights Agreement (the
“Exchange and Registration Rights Agreement”) among Emmis Operating Company
(the “Company”), the Guarantors party thereto and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Company has
filed with the United States Securities and Exchange Commission (the
“Commission”) a registration statement on Form [   ] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of the Company’s 6?% Senior
Subordinated Notes due 2012 (the “Securities”). A copy of the Exchange and
Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.



Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be
completed, executed and delivered to the Company’s counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.



Certain legal consequences arise from being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.



The term “Registrable Securities” is defined in the Exchange and Registration
Rights Agreement.




A-2









 








ELECTION



The undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.



Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.



The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:





A-3









 








QUESTIONNAIRE




	 	 	 	 	 
	(1)

	 	(a)
	 	Full Legal Name of Selling Securityholder:
	 
	 	 	 	 
	

	 	(b)
	 	Full Legal Name of Registered Holder (if not the same as in (a)
above) of Registrable Securities Listed in Item (3) below:
	 
	 	 	 	 
	

	 	(c)
	 	Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) Through Which Registrable Securities Listed in Item
(3) below are Held:
	 
	 	 	 	 
	(2)

	 	 	 	Address for Notices to Selling Securityholder:
	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	








	 	 	 	 	 
	

	 	Telephone:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Fax:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Contact Person:	 	 
	

	 	 	 	








	 	 	 	 	 
	(3)

	 	 	 	Beneficial Ownership of Securities:
	 
	 	 	 	 
	

	 	 	 	Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.
	 
	 	 	 	 
	

	 	(a)
	 	Principal amount of Registrable Securities beneficially owned:                                      
	 
	 	 	 	 
	

	 	 	 	CUSIP No(s). of such Registrable Securities:                                                                            
	 
	 	 	 	 
	

	 	(b)
	 	Principal amount of Securities other than Registrable Securities
beneficially owned:
	 
	 	 	 	 
	

	 	 	 	

	

	 	 	 	CUSIP No(s). of such other Securities:                                                                            
	 
	 	 	 	 
	

	 	(c)
	 	Principal amount of Registrable Securities which the undersigned
wishes to be included in the Shelf Registration Statement:                                                         
	

	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement:                                                                                                                  
	 
	 	 	 	 
	(4)

	 	 	 	Beneficial Ownership of Other Securities of the Company:
	 
	 	 	 	 
	

	 	 	 	Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any
other securities of the Company, other than the Securities listed
above in Item (3).
	 
	 	 	 	 
	

	 	 	 	State any exceptions here:







A-4









 






	 	 	 	 	 
	(5)

	 	 	 	Relationships with the Company:
	 
	 	 	 	 
	

	 	 	 	Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5%
or more) has held any position or office or has had any other
material relationship with the Company (or its predecessors or
affiliates) during the past three years.
	 
	 	 	 	 
	

	 	 	 	State any exceptions here:
	 
	 	 	 	 
	(6)

	 	 	 	Plan of Distribution:
	 
	 	 	 	 
	

	 	 	 	Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in
Item (3) only as follows (if at all): Such Registrable Securities
may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters,
broker-dealers or agents. Such Registrable Securities may be sold
in one or more transactions at fixed prices, at prevailing market
prices at the time of sale, at varying prices determined at the
time of sale, or at negotiated prices. Such sales may be effected
in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on
which the Registered Securities may be listed or quoted at the time
of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or
otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the
positions they assume. The Selling Securityholder may also sell
Registrable Securities short and deliver Registrable Securities to
close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.
	 
	 	 	 	 
	

	 	 	 	State any exceptions here:






By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions
of the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.



In the event that the Selling Securityholder transfers all or any portion of
the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.



By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.



In accordance with the Selling Securityholder’s obligation under Section 3(d)
of the Exchange and Registration Rights Agreement to provide such information
as may be required by law for




A-5









 







inclusion in the Shelf Registration Statement, the Selling Securityholder
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein which may occur subsequent to the date hereof at
any time while the Shelf Registration Statement remains in effect. All notices
hereunder and pursuant to the Exchange and Registration Rights Agreement shall
be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:





	(i)	 	To the Company:





Emmis Operating Company

One Emmis Plaza, 7th Floor

40 Monument Circle

Indianapolis, Indiana 46204

Attention: Scott Enright, Esq.




	(ii)	 	With a copy to:





Paul, Weiss, Rifkind, Wharton &

Garrison LLP

1285 Avenue of the Americas

New York, New York

Attention: John C. Kennedy, Esq.


Once this Notice and Questionnaire is executed by the Selling Securityholder
and received by the Company’s counsel, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall
be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of
the State of New York.




A-6









 







IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.




     Dated:                                      



	 	 	 
	

	 	

Selling Securityholder
	

	 	(Print/type full legal name of beneficial owner of Registrable Securities)







	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	Title:	 	 






PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:




Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York

Attention: John C. Kennedy, Esq.



A-7









 





Exhibit B




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




The Bank of Nova Scotia Trust Company of New York

Emmis Operating Company

c/o The Bank of Nova Scotia Trust Company of New York

[Address of Trustee]



Attention: Trust Officer




	 	 	 	 	 
	

	 	Re:
	 	Emmis Operating Company (the “Company”)
	

	 	 	 	6 7/8% Senior Subordinated Notes due 2012







Dear Sirs:



Please be advised that                                        has transferred $                                       aggregate principal amount of the
above-referenced Notes pursuant to an effective Registration Statement on Form
[                   ] (File No. 333-                   ) filed by the Company.



We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner’s name.




Dated:




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	

	 	 	 	
 
	

	 	 	 	(Name)
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	(Authorized Signature)








B-1