JS Acquisition, LLC One Indiana Square, Suite 3500 Indianapolis, Indiana 46204 September 29, 2010

JS Acquisition, LLC

One Indiana Square, Suite 3500

Indianapolis, Indiana 46204

September 29, 2010

Emmis Communications Corporation

c/o J. Scott Enright, Esq.

One Emmis Plaza

40 Monument Circle, Suite 700

Indianapolis, Indiana 46204

Fax:   ###-###-####

Email: ***@***

with a copy to:

John J. McCarthy Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Fax: (212) 701-5800

Email: ***@***

RE:           Notice of Termination of Agreement and Plan of Merger

Gentlemen:

Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 25, 2010, by and among Emmis Communications Corporation (the “Company”), JS Acquisition, LLC (“Parent”), and JS Acquisition, Inc.  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

In light of the termination of the Offer on September 9, 2010, no Shares were purchased pursuant to the Offer and the Acceptance Date did not occur on or before September 24, 2010. On September 27, 2010, Alden Media Holdings, LLC delivered a notice to Parent pursuant to Section 8.1(c) of the Securities Purchase Agreement, dated May 24, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, Parent and Jeffrey H. Smulyan, electing to terminate the Securities Purchase Agreement because the conditions to the Offer were not satisfied or waived as of the close of business on September 24, 2010. As a result, on the same day, the Rollover Agreement, dated May 24, 2010, by and among Parent and the Rolling Shareholders (as defined therein), was automatically terminated pursuant to Section 5.3 thereof.

 

 

Pursuant to Section 10.01(b)(i) of the Merger Agreement, the Merger Agreement may be terminated at any time prior to the Effective Time by Parent if the Acceptance Date shall not have occurred on or before September 24, 2010.  Parent hereby notifies the Company that it is terminating the Merger Agreement pursuant to Section 10.01(b)(i) thereof, effective immediately.

 

 

 

 

 

	Very truly yours,
		JS Acquisition, LLC
		By:	/s/ Jeffrey H. Smulyan
			Name:  Jeffrey H. Smulyan
			Title:  President, Treasurer and Secretary