Amended and Restated Regulations of Radio Austin Management, L.L.C. dated ​, as amended by a First Amendment dated ​; and

Amended and Restated Agreement of Limited Partnership of Emmis Austin Radio Broadcasting Company, L.P. dated ​, as amended by a First Amendment dated ​.

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 Schedule. The applicable Attribute Schedule or Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation # in connection with a Determination affecting such Schedule, # to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the TRA Party Representative, # to comply with the Expert’s determination under the Reconciliation Procedures, AmericasActive:18057467.3

Amended Definitions. The definitions of “Applicable Margin,” “Fixed Charge Trigger Period,” and “Reporting Trigger Period” set forth in [Section 1.01] of the Credit Agreement are hereby amended in their entirety and restated as follows:

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].