EXHIBIT 4.5
Execution Copy
SECOND SUPPLEMENTAL INDENTURE
     SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as ofApril 26, 2004, among Emmis Communications Corporation, an Indiana corporation(the “Company”), and The Bank of Nova Scotia Company of New York, a New Yorktrust company, as trustee (the “Trustee”).
     WHEREAS, the Company, and the Trustee are parties to that certainIndenture, dated as of March 27, 2001 (as supplemented on June 22, 2001, the“Indenture”), pursuant to which the Company’s 12-1/2% Senior Discount Notes due2011 (the “Notes”) were issued. Capitalized terms used but not defined hereinshall have the same meanings ascribed to such terms in the Indenture;
     WHEREAS, Section 9.02 of the Indenture provides that the Company and theTrustee may make certain amendments to the Indenture with the consent of theHolders of at least a majority in principal amount at maturity of the Notesthen outstanding;
     WHEREAS, the Company distributed an Offer to Purchase and ConsentSolicitation Statement dated as of April 14, 2004 (the “Offer to Purchase”) inorder to, among other things, make an offer to purchase (the “Offer”) alloutstanding Notes upon terms and conditions described in the Offer to Purchaseand to solicit consents (the “Consents”) from the Holders to amendments to theIndenture (the “Amendments”);
     WHEREAS, Holders of at least a majority in aggregate principal amount atmaturity of the Notes outstanding have given and, as of the date hereof, havenot withdrawn their consent to the Amendments; and
     WHEREAS, the execution of this Supplemental Indenture by the partieshereto is in all respects authorized by the provisions of the Indenture, theCompany has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel with respect to such authorization, and all things necessary to makethis Supplemental Indenture a valid agreement of the Company and the Trustee inaccordance with its terms have been done.
     NOW THEREFORE, in consideration of the foregoing and for other good andvaluable consideration, the receipt of which is hereby acknowledged, theCompany and the Trustee mutually covenant and agree as follows:
     1. Effect. This Supplemental Indenture shall become effective upon itsexecution and delivery by the parties hereto. Notwithstanding the foregoing,the amendments set forth in Section 2 below will only become operative whenvalidly tendered Notes are accepted for purchase pursuant to the Offer. If,after the date hereof, either the Offer is terminated or withdrawn or allpayments in respect of the Notes accepted for payment pursuant to the Offer arenot made on the applicable Settlement Date (as defined in the Offer toPurchase), the amendments set forth in Section 2 shall
 

 

have no effect and theIndenture shall be deemed to be amended so that it reads the same as it didimmediately prior to the date hereof.
     2. Amendments.
     The Indenture is hereby amended as follows:
          (a) Section 1.01 is hereby amended as follows:
               (i) The definitions of “Acquired Debt,” “Asset Sale,”“Attributable Debt,” “Beneficial Owner,” “Cash Equivalents,”“Change of Control,” “Consolidated EBITDA,” “ConsolidatedIndebtedness,” “Consolidated Net Income,” “Consolidated Net Worth,”“Continuing Directors”, “Debenture Exchange Date,” “DividendPayment Date,” “Domestic Restricted Subsidiary,” “Escrow Account,”“Escrow Agreement,” “Exchange Indenture,” “Existing Indebtedness,”“Fixed Changes,” “Investments,” “Leverage Ratio,” “MarketableSecurities,” “Moody’s,” “Net Income,” “Net Proceeds,” “New ExchangeDebentures,” “Obligations,” “Offering,” “Permitted Business,”“Permitted Investments,” “Permitted Joint Ventures,” “PermittedLiens,” “Permitted Refinancing Indebtedness,” “Principals, ““Productive Assets,” “Related Party,” “Restricted Investment,”“S&P,” “Senior Subordinated Notes Indenture,” “Stated Maturity,”“Weighed Average Life to Maturity,” and “Wholly Owned RestrictedSubsidiary” are hereby deleted in their entirety.
               (ii) the definition of “Disqualified Stock” is hereby amendedby deleting in its entirety the following text: “unless suchrepurchase or redemption complies with Section 4.07 of thisIndenture.”
               (iii) The last paragraph of the definition of “UnrestrictedSubsidiary” is hereby amended to read as follows:
  “Any such designation by the Board of Directors shall be evidencedto the Trustee by filing with the Trustee a certified copy of theBoard Resolution giving effect to such designation and an Officers’Certificate certifying that such designation complied with theforegoing conditions. If, at any time, any Unrestricted Subsidiarywould fail to meet the foregoing requirements as an UnrestrictedSubsidiary, it shall thereafter cease to be an UnrestrictedSubsidiary for purposes of this Indenture and any Indebtedness ofsuch Subsidiary shall be deemed to be incurred by a RestrictedSubsidiary of the Company as of such date. The Board of Directorsof the Company may at any time designate any UnrestrictedSubsidiary to be a Restricted Subsidiary; *provided*that suchdesignation shall be deemed to be an incurrence of Indebtedness bya Restricted Subsidiary of the Company of any outstandingIndebtedness of such 
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  Unrestricted Subsidiary and such designationshall only be permitted if no Default would occur or be inexistence following such designation.”
          (b) Section 1.02 is hereby amended by deleting the following terms intheir entirety: “Affiliate Transaction,” “Change of Control Offer,” “Change ofControl Payment,” “Change of Control Payment Date,” “Excess Proceeds,” “incur,”“Permitted Debt” and “Restricted Payment”.
          (c) Section 4.03 is hereby amended to read as follows:
“The Company shall at any time comply with TIA § 314(a).”
          (d) The text of Sections 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,4.13, 4.14 and 4.15 of the Indenture is hereby deleted in its entirety andthese Sections shall be of no further force and effect and the words"[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of thedeleted text.
          (e) Section 5.01 is hereby amended to read as follows:
  “The Company may not consolidate or merge with or into (whether ornot Company is the surviving corporation), or sell, assign,transfer, lease, convey, or otherwise dispose of all orsubstantially all of its properties or assets in one or morerelated transactions, to another corporation, Person or entityunless:
 (1) the Company is the surviving corporation or theentity or the Person formed by or surviving any suchconsolidation or merger (if other than the Company) or towhich such sale, assignment, transfer, lease, conveyance orother disposition shall have been made is a corporationorganized or existing under the laws of the United States,any state thereof or the District of Columbia; and  (2) the entity or Person formed by or surviving anysuch consolidation or merger (if other than the Company) orthe entity or Person to which such sale, assignment,transfer, lease, conveyance or other disposition shall havebeen made assumes all the obligations of the Company underthe Notes and this Indenture pursuant to a supplementalindenture in a form reasonably satisfactory to the Trustee.
  Notwithstanding the foregoing, the Company may consummate theEscrow Corp. Merger or the Reorganization, or merge with anAffiliate incorporated for the purpose of reincorporating theCompany in another jurisdiction and/or for the purpose of forming aholding company.   This Section 5.01 will not apply to a sale, assignment, transfer,conveyance or other disposition of assets between or among theCompany and any of its Wholly Owned Restricted Subsidiaries.”
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          (f) Section 6.01 is hereby amended by deleting the text of clauses (c),(d), (e) and (f) and by replacing such text with the words “[INTENTIONALLYDELETED]”.
          (g) Section 8.04 is hereby amended by deleting the text of clause (c) andby replacing such text with the words “[INTENTIONALLY DELETED]”.
     3. Notice of Supplemental Indenture. The Company shall mail notice ofthis Supplemental Indenture to the Holders as required by Section 9.02 of theIndenture.
     4. Governing Law. This Supplemental Indenture shall be governed by andconstrued in accordance with the laws of the State of New York.
     5. Counterparts. This Supplemental Indenture may be executed in one ormore counterparts, each of which shall be an original, but all of whichtogether shall constitute one and the same document.
     6. Effect on Indenture. This Supplemental Indenture shall form a part ofthe Indenture for all purposes, and every Holder of Notes heretofore orhereafter authenticated and delivered shall be bound hereby. Except asexpressly set forth herein, the Indenture is in all respects ratified andconfirmed and all the terms, conditions and provisions thereof shall remain infull force and effect, including with respect to this Supplemental Indenture.
     7. Conflict with Trust Indenture Act. If any provision of thisSupplemental Indenture limits, qualifies or conflicts with any provision of theTrust Indenture Act that may not be so limited, qualified or conflicted with,such provision of such Act shall control. If any provision of thisSupplemental Indenture modifies or excludes any provision of the TrustIndenture Act that may be so modified or excluded, the provision of such Actshall be deemed to apply to the Indenture as so modified or to be excluded bythis Supplemental Indenture, as the case may be.
     8. Separability Clause. In case any provision in this SupplementalIndenture shall be invalid, illegal or unenforceable, the validity, legalityand enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.
     9. Effect of Headings. The Article and Section headings herein are forconvenience only and shall not affect the construction hereof.
     10. Benefits of Supplemental Indenture, etc. Nothing in this SupplementalIndenture, the Indenture or the Notes, express or implied, shall give to anyperson, other than the parties hereto and thereto and their successorshereunder and thereunder and the Holders of Notes, any benefit of any legal orequitable right, remedy or claim under the Indenture, this SupplementalIndenture or the Notes.
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     11. Successors and Assigns. All agreements of the Company in thisSupplemental Indenture and the Notes shall bind its successors.
     12. Trustee. The Trustee makes no representations as to the validity orsufficiency of this Supplemental Indenture. The recitals and statements hereinare deemed to be those of the Company and not of the Trustee.
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     IN WITNESS WHEREOF, the parties have executed this Supplemental Indentureas of the date first written above.      EMMIS COMMUNICATIONS CORPORATION