President, General Counsel and Secretary
Signature Page to Guaranty and Security Agreement
WLIB Tower LLC
By:
/s/ J. Scott Enright
Name:
J. Scott Enright
Title:
Executive Vice President, General Counsel and Secretary
SECURED PARTY:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association
By:
/s/ Victor Panasci
Name:
Victor Panasci
Title:
Authorized Signatory
Signature Page to Guaranty and Security Agreement
SCHEDULE 1
[Reserved]
SCHEDULE 2
[Reserved]
SCHEDULE 3
[Reserved]
SCHEDULE 4
[Reserved]
SCHEDULE 5
PLEDGED COMPANIES
Name of Grantor
Name of Pledged Company
Number of Shares/Units
Class of Interests
Percentage of Shares/Units Owned
Percentage of Shares/Units Pledged
Certificate Nos.
Emmis Operating Company
Emmis Radio License, LLC
N/A
N/A
100%
100%
Uncertificated
SCHEDULE 6
[Reserved]
SCHEDULE 7
NAME; CHIEF EXECUTIVE OFFICE; TAX IDENTIFICATION NUMBERS AND ORGANIZATIONAL
NUMBERS
SCHEDULE 8
[Reserved]
SCHEDULE 9
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
SCHEDULE 10
CONTROLLED ACCOUNT BANKS
SCHEDULE 11
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS
Grantor
Jurisdictions
ANNEX 1 TO GUARANTY AND SECURITY AGREEMENT
FORM OF JOINDER
Joinder No. ____ (this "Joinder"), dated as of ____________ 20___, to the
Guaranty and Security Agreement, dated as of April [__], 2019 (as amended,
restated, supplemented, or otherwise modified from time to time, the "Guaranty
and Security Agreement"), by and among each of the parties listed on the
signature pages thereto and those additional entities that thereafter become
parties thereto (collectively, jointly and severally, "Grantors" and each,
individually, a "Grantor") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association ("Wells Fargo"), in its capacity as Secured Party
for itself, as Lender, and the Bank Product Providers (in such capacity,
together with its successors and assigns in such capacity, "Secured Party").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as
amended, restated, supplemented, or otherwise modified from time to time, the
"Credit Agreement") by and among EMMIS COMMUNICATIONS CORPORATION, an Indiana
corporation ("Parent"), EMMIS OPERATING COMPANY, an Indiana corporation
("Emmis"), the other entities from time to time party thereto as "Borrowers"
(together with Emmis, collectively, "Borrowers", and each a "Borrower"), Wells
Fargo, as lender ("Lender"), Lender has agreed to make certain financial
accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and
WHEREAS, initially capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guaranty and
Security Agreement or, if not defined therein, in the Credit Agreement, and this
Joinder shall be subject to the rules of construction set forth in Section 1(b)
of the Guaranty and Security Agreement, which rules of construction are
incorporated herein by this reference, mutatis mutandis; and
WHEREAS, Grantors have entered into the Guaranty and Security Agreement in order
to induce Lender and the Bank Product Providers to make certain financial
accommodations to Borrower as provided for in the Credit Agreement, the other
Loan Documents, and the Bank Product Agreements; and
WHEREAS,