Amended and Restated Regulations of Radio Austin Management, L.L.C. dated July 1, 2003, as amended by a First Amendment dated August 31, 2003; and

Amended and Restated Agreement of Limited Partnership of Emmis Austin Radio Broadcasting Company, L.P. dated July 1, 2003, as amended by a First Amendment dated August 31, 2003.

Amended and Restated Definitions. Each of the following definitions set forth in Section 1.01 of the Credit Agreement are hereby deleted in their entirety and the following inserted in lieu thereof, respectively:

Amended and Restated Agreement. The Parties agree to execute an amended and restated version of the Decolar Outsourcing Agreement which is included as Annex A. Unless hereby amended the rest of the terms and conditions of the Decolar outsourcing Agreement shall remain in full force and effect.

Emmis and Sinclair together own 100% of the membership interests of Radio Austin Management, L.L.C., a Texas limited liability company (the “LLC”), each holding the following membership interest and Income Percentage (as defined in the LLC Agreement described below):

Execution of Amended and Restated Fee Letter. The Administrator shall have received counterparts of the Amended and Restated Fee Letter duly executed by each of the parties thereto.

“Management Services Agreement” means the Amended and Restated Management Services Agreement, dated as of ​, among the Operating Partnership, the Partnership, the OpCo General Partner and NEE Management, as amended.

Amended Definitions. The definitions of "Applicable Margins", "Availability Reserves", "Canadian Revolving Credit Facility", "Eligible Cash and Cash Equivalents", "Fixed Charge Trigger Period", "Reporting Trigger Period" and "Revolving Credit Maturity Date" set forth in [Section 1.01] of the Credit Agreement is hereby amended in its entirety and the following is inserted in its stead:

The Original Settlement shall be amended to remove the requirement that ​ and Scio execute the Redemption Agreement and shall be replaced with the requirement that Scio and ​ execute the Share Purchase Agreement attached hereto as [Exhibit A].

Amended Terms. On and after the Amendment Effective Date, all references to the Loan Agreement in each of the Loan Documents shall hereafter mean the Loan Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Loan Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.