Zazove Associates LLC – ‘SC 13D/A’ on 2/3/12 re: Emmis Communications Corp – EX-2

On:  Friday, 2/3/12, at 10:46am ET   ·   Accession #:  1009012-12-15   ·   File #:  5-43521

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          10±    42K 
                          Ownership                                              
 2: EX-1        Lock-Up Agreement                                     12±    55K 
 3: EX-2        Lock-Up Agreement Extension                            5±    23K 

EX-2   —   Lock-Up Agreement Extension
Exhibit Table of Contents

AMENDMENT NO. 1 AND EXTENSION to LOCK-UP AGREEMENT                              
This Amendment No. 1 and Extension to Lock-up Agreement (this "Amendment"),     
is dated as of January 31, 2012, and amends, and extends the termination        
date under, the Lock-up Agreement (the "Agreement") made by and among the       
undersigned parties (each, a "Locked-Up Holder" and, collectively, the          
"Locked-Up Holders"), each solely in its capacity as a beneficial owner         
(as defined below) of shares of 6.25% Series A Cumulative Convertible           
Preferred Stock (the "Preferred Shares") and all holders of such shares,        
the "Preferred Shareholders") issued by Emmis Communications Corporation        
("Emmis").                                                                      
RECITALS                                                                        
A.      The undersigned Locked-Up Holders wish to amend the Agreement to        
extend the stated term thereof to April 30, 2012.                               
B.      Capitalized terms used herein without definition and defined in the     
Agreement shall have the meanings ascribed thereto in the Agreement when        
used herein.                                                                    
AGREEMENT                                                                       
NOW, THEREFORE, in consideration of the promises and the mutual covenants and   
agreements set forth herein, and for other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the Locked-Up Holders 
hereby agree as follows:                                                        
1.      Amendment.  Section 4(a)(i) of the Agreement is hereby amended by       
deleting the reference to "January 31, 2012" and replacing it with "April 30,   
2012".                                                                          
2.      Effect of Amendment.  Except as expressly set forth in Section 1 above, 
the parties hereto hereby agree that the Agreement shall continue in full force 
and effect without other modification thereto, and the parties hereto shall     
continue to be bound thereby on the terms and conditions set forth therein, as  
modified by Section 1 above.                                                    
3.      Ownership and Authority; Additional Information.  Each Locked-Up Holder 
shall deliver to Gibson Dunn & Crutcher LLP ("Gibson Dunn"), at the address     
provided in Section 13 of the Agreement, a revised beneficial ownership         
certificate, substantially in the form attached as Annex B (the "Ownership      
Certificate") to the Agreement, promptly upon any change (by acquisition,       
sale or otherwise) of its beneficial ownership of Preferred Shares or           
Common Shares.  In addition, each Locked-Up Holder agrees to promptly furnish   
to Gibson Dunn (a) any information necessary or appropriate for the making of   
any required or advisable public filing or amendment thereto and (b) any        
other information supplementing information contained in any publicly filed     
statement or amendment thereto as is necessary in order to make the statements  
contained in such publicly filed statement or amendment not misleading.         
4.      Representations and Warranties.  Each of the Locked-Up Holders hereby   
represents and warrants as to itself, that the following statements are true,   
correct and complete, as of the date hereof:                                    
(a)     Beneficial Ownership.  It is the beneficial owner of the Emmis          
securities and swaps or other derivative transactions relating to Emmis         
securities set forth on the signature page hereto.                              
(b)     Securities Laws.  Neither it nor its affiliates or associates (i)       
is the beneficial owner of any securities of Emmis or is a party to any         
swaps or other derivative transactions relating to securities of Emmis,         
other than as described in the signature page hereto or (ii) has any agreement, 
arrangement or understanding with any person for the purpose of acquiring,      
holding, voting or disposing of any securities of Emmis,                        
other than this Agreement.                                                      
(c)     Power and Authority.  It has all requisite power and authority to       
enter into this Agreement and to perform its respective obligations under       
this Agreement.                                                                 
(d)     Authorization.  The execution and delivery of this Agreement and the    
performance of its obligations hereunder have been duly authorized by all       
necessary action on its part.                                                   
5.      Acknowledgement.   Each Locked-Up Holder agrees that it shall be        
responsible for compliance with any obligations such Locked-Up Holder may       
have pursuant to Section 13(d) or Section 16 of the Exchange Act, if any,       
to the extent it may be deemed part of a "Group" within the meaning of          
Rule 13d-5(b) under the Exchange Act or otherwise relating to its beneficial    
ownership of securities of Emmis (including, without limitation, making all     
filings, if any, required to be made by it on Schedule 13D and Forms 3, 4       
and 5), it being agreed that no Locked-Up Holder shall be responsible for       
any such non-compliance by any other Locked-Up Holder other than itself.        
6.      Effectiveness.  This Amendment shall not become effective and           

binding on the parties hereto unless and until counterpart signature pages      
hereto shall have been executed and delivered by the Requisite Locked-Up        
Holders.                                                                        
7.      Miscellaneous.                                                          
(a)     Additional Signatories.  Additional beneficial owners of Preferred      
Shares, with the prior consent of the Requisite Locked-Up Holders, may join     
and be bound by all of the terms of the Agreement, as amended hereby, by        
executing and delivering to all Locked-Up Holders a joinder substantially       
in the form attached to the Agreement as Annex A.                               
(b)     References to Agreement.  Upon effectiveness of this Amendment,         
all referenced to the Agreement shall mean the Agreement, as amended hereby.    
8.      Amendments.  This Amendment may not be modified or amended except       
in a writing signed by the Requisite Locked-Up Holders.                         
9.      Governing Law; Jurisdiction.  This Amendment shall be construed         
in accordance with, and this Amendment shall be governed by, the laws of        
the State of New York, without regard to any conflicts of law provision         
which would require the application of the law of any other jurisdiction.       
By its execution and delivery of this Amendment, each of the Locked-Up          
Holders hereby irrevocably and unconditionally agrees for itself that           
any legal action, suit or proceeding against it with respect to any matter      
under or arising out of or in connection with this Amendment or for             
recognition or enforcement of any judgment in any such action, suit or          
proceeding, may be brought in any federal or state court of competent           
jurisdiction in the Borough of Manhattan of The City of New York.               
By execution and delivery of this Amendment, each Locked-Up Holder hereby       
irrevocably accepts and submits itself to the exclusive jurisdiction of         
any such court, generally and unconditionally, with respect to any such         
action, suit or proceeding and hereby waives any defense of forum non           
conveniens or based upon venue if such action, suit or proceeding is            
brought in accordance with this provision.                                      
10.     Headings.  The headings of the Sections, paragraphs and subsections     
of this Amendment are inserted for convenience only and shall not affect        
the interpretation hereof.                                                      
11.     Limitation on Assignment; Successors and Permitted Assigns.             
None of the parties hereto may assign any of its respective rights or           
obligations under the Agreement.  The Agreement, as amended hereby, is          
intended to bind and inure to the benefit of the parties and their              
respective successors, heirs, executors, administrators and representatives.    
12.     Counterparts.  This Amendment may be executed in one or more            
counterparts, each of which shall be deemed an original and all of              
which shall constitute one and the same agreement.  Faxed or pdf                
signatures shall be valid and binding for all purposes.                         
13.     Further Acknowledgement.  The parties to this Amendment agree           
and acknowledge that certain Locked-Up Holders are executing this               
Amendment as investment advisors for, and on behalf of, certain investment      
funds and institutional separate accounts. Notwithstanding the foregoing,       
by executing this Amendment, each such Locked-Up Holder executing this          
Amendment in such capacity further represents and warrants to the other         
Locked-Up Holders that (i) it has the requisite power and authority to          

agree to all of the matters set forth in this Amendment with respect to         
the Emmis securities such Locked-Up Holder beneficially owns in its             
capacity as investment advisor with discretionary authority, (ii) it            
has the full authority on behalf of all such funds and accounts to              
vote, transfer and hold all the Emmis securities such Locked-Up Holder          
beneficially owns, and (iii) it has all requisite power and authority           
to enter into this Amendment and to perform its respective obligations          
under, this Amendment, on behalf of each such fund.                             

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement        
to be executed and delivered by its duly authorized officer as of the           
date first above written.                                                       

LOCKED-UP HOLDER                                                                

Zazove Associates LLC                                                           

By:                                                                             
Name: Steven M. Kleiman                                         
Title:  Chief Operating Officer                                 

Address: 1001 Tahoe Blvd.                                                       
City/State/Zip: Incline Village, NV 89451                                       
Country: USA                                                                    

Telecopy: (847) 239-7101                                                        

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 491,510           

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-                  

IN WITNESS WHEREOF, each of the parties hereto has caused this                  
Agreement to be executed and delivered by its duly authorized officer           
as of the date first above written.                                             

LOCKED-UP HOLDER                                                                

Corre Opportunities Fund, LP                                                    

By:                                                                             
Name: John Barrett                                              
Title:  Managing Partner                                        

Address: 1370 Avenue of the Americas, 29th Floor                                
City/State/Zip: New York, NY 10019                                              
Country: USA                                                                    

Telecopy: (646) 863-7161                                                        

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 179,850           

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-                  

IN WITNESS WHEREOF, each of the parties hereto has caused this                  
Agreement to be executed and delivered by its duly authorized                   
officer as of the date first above written.                                     

LOCKED-UP HOLDER                                                                

DJD Group LLLP                                                                  

By:                                                                             
Name: Don DeFosset                                              
Title:  General Partner                                         

Address: 4221 W. Boy Scout Blvd. Suite 1000                                     
City/State/Zip: Tampa, FL 33607                                                 
Country: USA                                                                    

Telecopy: (813) 902-9408                                                        

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 76,810            

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-                  

IN WITNESS WHEREOF, each of the parties hereto has caused this                  
Agreement to be executed and delivered by its duly authorized                   
officer as of the date first above written.                                     

LOCKED-UP HOLDER                                                                

By:                                                                             
Name: Kevan A. Fight                                            
Title:  N/A                                                     

Address: 6787 Walter Waite Ct.                                                  
City/State/Zip: Brecksville, Ohio 44141                                         
Country: USA                                                                    

Telecopy: (440) 570-0202                                                        

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 57,750            

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-                  

LOCKED-UP HOLDER                                                              

First Derivative Traders LP                                                     
By: First Derivative management LLC                                             

By:                                                                             
Name: Marten Hirsch                                             
Title:  Managing Member                                         

Address: 1319 Rutland Lane                                                      
City/State/Zip: Wynnewood, PA 19096                                             
Country: USA                                                                    

Email: mhirsch@fdrv.net                                                         

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 5,500             

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		4/30/12
Filed on:		2/3/12		SC 13D,  SC 13D/A
		1/31/12
				List all Filings