SECOND AMENDMENT AND CONSENT TO
                           FOURTH AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT
                     AND GLOBAL AMENDMENT TO LOAN DOCUMENTS


      This SECOND AMENDMENT AND CONSENT TO FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AND TERM LOAN AGREEMENT AND GLOBAL AMENDMENT TO LOAN DOCUMENTS,  dated as
of April 23,  2001  (this  "Amendment"),  is by and among  EMMIS  COMMUNICATIONS
CORPORATION,  an Indiana corporation ("Emmis"),  TORONTO DOMINION (TEXAS), INC.,
as administrative agent (the "Administrative Agent"), FLEET NATIONAL BANK (f/k/a
BankBoston,  N.A.), as documentation  agent (the "Documentation  Agent"),  FIRST
UNION NATIONAL  BANK, as syndication  agent (the  "Syndication  Agent"),  Credit
Suisse First Boston, as co-documentation  agent (the  "Co-Documentation  Agent",
and together with the  Administrative  Agent, the  Documentation  Agent, and the
Syndication Agent, the "Agents"),  and the lending institutions which are or may
become  parties to the Credit  Agreement  (as  defined  below) from time to time
(collectively, the "Lenders").  Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Credit Agreement  referred
to below.

      WHEREAS, Emmis, the Lenders and the Agents are parties to a Fourth Amended
and Restated Revolving Credit and Term Loan Agreement,  dated as of December 29,
2000 (as  amended  by the First  Amendment  and  Consent to Fourth  Amended  and
Restated  Revolving Credit and Term Loan Agreement,  dated as of March 27, 2001,
and as the same may be further  amended in effect from time to time, the "Credit
Agreement"),  pursuant  to which  the  Lenders  have made  loans  and  otherwise
extended  credit to Emmis on the terms and subject to the  conditions  set forth
therein;

      WHEREAS,  Emmis,  the Lenders and the Agents have agreed to modify certain
terms and conditions of the Credit  Agreement as specifically  set forth in this
Amendment;

      NOW THEREFORE,  in consideration  of the foregoing  premises and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, Emmis, the Lenders and the Agents hereby agree as follows:

      ss.1.  Global  Amendment to the Credit  Agreement and the Loan  Documents.
Subject  to the  satisfaction  of the  conditions  set forth in ss.7  hereof and
simultaneously with the completion of the Holding Company  Reorganization,  each
of the Credit  Agreement  and the other  Loan  Documents  are hereby  amended by
amending the  definition  of the terms  "Borrower"  and  "Company" in each place
where they appear  (including  but not limited to ss.12 of the Credit  Agreement
for purposes of calculating  compliance  with the financial  covenants set forth
therein) such that such terms shall mean "Emmis Communications  Corporation,  an
Indiana corporation" for all periods prior to the Holding Company Reorganization
and shall mean "Emmis Operating Company, an Indiana corporation" for all periods
from and after the date of the Holding Company Reorganization.

      ss.2.  Amendments  to ss.1.1 of the Credit  Agreement.  (a) Subject to the
satisfaction of the conditions set forth in ss.7 hereof and simultaneously  with
the  completion  of the  Holding  Company  Reorganization,  ss.1.1 of the Credit
Agreement is hereby  amended by adding the  following  new  definitions  to such
ss.1.1 in alphabetical order:

            "Parent. Emmis Communications Corporation, an  Indiana  corporation,
             ------
      which shall hold one hundred percent (100%)of the issued and  outstanding
      Capital Stock of the Borrower."

            "Parent Guaranty. The Guaranty,  dated or to be dated as of the date
             ---------------
      of the  Holding  Company  Reorganization,  by the  Parent  in favor of the
      Administrative  Agent and the Lenders and in form and substance reasonably
      satisfactory to the Administrative Agent."

            "Parent Stock Pledge Agreement. The Stock Pledge Agreement, dated or
             -----------------------------
      to be dated as of the date of the Holding Company Reorganization,  between
      the  Parent  and  the  Administrative  Agent  and in  form  and  substance
      reasonably satisfactory to the Administrative Agent."

            "Second Amendment. The Second Amendment and Consent, dated as of
             ----------------
      April 23, 2001, to this Credit Agreement and Global Amendment to Loan
      Documents."

      (b) Subject to the satisfaction of the conditions set forth in ss.7 hereof
and  simultaneously  with the completion of the Holding Company  Reorganization,
ss.1.1 of the  Credit  Agreement  is hereby  further  amended  by  deleting  the
definitions  of "Change of  Control",  "Continuing  Directors",  "CPF  Letter of
Credit", "Holding Company Reorganization", "Interest Coverage Ratio", "Pro Forma
Fixed Charge Coverage Ratio",  "Security  Documents" and "Senior Discount Notes"
in their entirety and  substituting  in lieu thereof the following  definitions,
respectively:

            "Change of Control. An event or series of events as a consequence of
             -----------------
      which (a) the  Permitted  Holders  shall cease to own Capital Stock of the
      Parent having at least  thirty-five  percent  (35%) of the general  voting
      power of the outstanding  Capital Stock of the Parent, (b) any "person" or
      "group"  (as  such  terms  are  used in  Section  13(d)  and  14(d) of the
      Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")),
      excluding any Permitted Holder, shall become, or obtain rights (whether by
      means of warrants, options or otherwise) to become, the "beneficial owner"
      (as defined in Rule 13(d)-3 and 13(d)-5 under the Exchange Act),  directly
      or indirectly,  of Capital Stock of the Parent having a greater percentage
      of the general voting power of the  outstanding  voting Capital Stock than
      that held by Permitted  Holders,  (c) the board of directors of the Parent
      shall cease to consist of a majority  of  Continuing  Directors;  (d) Jeff
      Smulyan  shall cease to be the  Chairman of the board of  directors of the
      Parent and the Borrower and the chief executive  officer of the Parent and
      the  Borrower;  provided that no Change of Control shall be deemed to have
      occurred if Jeffrey Smulyan ceases to hold such positions as a consequence
      of his death or  disability  and within one hundred  twenty  (120) days of
      such  cessation  either (i)  successor(s)  are named to such positions who
      have  expertise  and  experience  in the  broadcasting  business  and  are
      otherwise reasonably acceptable to the Initial Agents or (ii) the board of
      directors  of the Parent and the Borrower  have  provided to the Lenders a
      plan for replacing  Jeffrey Smulyan which is reasonably  acceptable to the
      Initial  Agents;  (e) the Borrower shall (i) cease to own Capital Stock of
      the Subsidiaries  representing the same percentage of outstanding  Capital
      Stock held by it on the date of the Holding Company  Reorganization (after
      giving  effect  to  the  transactions  contemplated  thereby)  unless  the
      disposition of such Capital Stock was permitted hereunder or (ii) cease to
      own  Capital  Stock of the  Subsidiaries  having the right at all times to
      elect a majority of the board of directors of such Subsidiaries unless the
      disposition  of such Capital  Stock was  permitted  hereunder;  or (f) the
      Parent  shall  cease to own one hundred  percent  (100%) of the issued and
      outstanding Capital Stock of the Borrower."

            "Continuing   Directors.   The  directors  of  Emmis  Communications
             ----------------------
      Corporation on the Funding Date,  after giving effect to the  transactions
      contemplated  hereby,  and each  other  director  of Emmis  Communications
      Corporation,  if, in each  case,  such  other  director's  nomination  for
      election to the board of directors of Emmis Communications  Corporation is
      recommended by at least 662/3% of the then Continuing  Directors in his or
      her election by the shareholders of Emmis Communications Corporation."

            "CPF Letter of Credit.  That certain  Letter of Credit issued by The
             --------------------
      Toronto  Dominion Bank originally for the account of Emmis  Communications
      Corporation  and  transferred  to the account of the  Borrower and for the
      benefit of the New York City District  Council of Carpenters  Pension Fund
      in the face amount of $1,086,925."

            "Holding  Company  Reorganization.  The corporate  restructuring  of
             --------------------------------
      Emmis Communications  Corporation and its Subsidiaries  pursuant to which,
      in  accordance  with the terms of this  Credit  Agreement  and the  Second
      Amendment,  Emmis Communications Corporation transferred all of its assets
      and liabilities  (including its rights and  obligations  under this Credit
      Agreement  and  the  Loan  Documents)  to  Emmis  Operating  Company,  the
      "Borrower" hereunder."

            "Interest Coverage Ratio. At any date of determination, the ratio of
             -----------------------
      (a)  Consolidated  Operating  Cash  Flow  for the  Reference  Period  most
      recently ended to (b) the sum of (i)  Consolidated  Total Interest Expense
      for such  Reference  Period  plus  (ii) the  aggregate  amount of any cash
      distributions  paid by the  Borrower  to the Parent to service  the Senior
      Discount Notes during such Reference Period."

            "Pro  Forma   Fixed   Charge   Coverage   Ratio.   At  any  date  of
             ----------------------------------------------
      determination,  the ratio of (a) Consolidated  Operating Cash Flow for the
      Reference Period ending on such date to (b) the sum of (i) Pro Forma Fixed
      Charges for the Reference  Period  commencing on the date  following  such
      date of  determination  plus (ii) to the extent not otherwise  included in
      Pro Forma Fixed  Charges for the Reference  Period  commencing on the date
      following  such date of  determination,  the aggregate  amount of any cash
      distributions  paid or to be paid by the Borrower to the Parent to service
      the Senior Discount Notes during such Reference Period."

            "Security Documents. The Guaranty, the Parent Guaranty, the Security
             ------------------
      Agreements,   the  Mortgages,  the  Trademark  Agreements,  the  Copyright
      Mortgage,  the Pledge Agreements,  the Parent Stock Pledge Agreement,  the
      Collateral   Assignments  of  Contracts  and  all  other  instruments  and
      documents, including without limitation UCC financing statements, required
      to be executed or delivered pursuant to any Security Document."

            "Senior  Discount Notes. The 12 1/2% Senior Discount Notes Due 2011
             ----------------------
      issued by  Emmis  Escrow  under  the  Senior   Discount  Note  Indenture,
      and  any refinancings thereof."

      ss.3.  Amendment  to  ss.8  of  the  Credit  Agreement.   Subject  to  the
             -----------------------------------------------
satisfaction of the conditions set forth in ss.7 hereof and simultaneously  with
the  completion  of the  Holding  Company  Reorganization,  ss.8.2 of the Credit
Agreement  is  hereby  amended  by  deleting  such  ss.8.2 in its  entirety  and
substituting in lieu thereof the following new ss.8.2:

            "8.2.  Guaranties  and  Security  of Parent  and  Subsidiaries.  The
                   -------------------------------------------------------
      Obligations  shall also be guaranteed  pursuant to the terms of the Parent
      Guaranty and the Guaranty.  The obligations of the Parent under the Parent
      Guaranty shall be secured by a perfected first priority  security interest
      in all of the issued and  outstanding  Capital Stock of the Borrower.  The
      obligations of the Borrower's Subsidiaries and the EIBC Subsidiaries under
      the  Guaranty  shall be secured by a  perfected  first  priority  security
      interest  (subject  only to  Permitted  Liens  entitled to priority  under
      applicable  law) in all of the assets of each such Person  (other than (i)
      Excluded Assets, (ii) non-material  assets which the Administrative  Agent
      agrees in writing may be excluded and (iii) shares of Capital Stock of the
      EIBC  Subsidiaries if the pledge of such Capital Stock would cause adverse
      tax consequences to the Borrower) whether now owned or hereafter acquired,
      including  without  limitation an assignment of each such Person's  rights
      and interests in, to and under each contract and agreement entered into by
      each such  Person in  connection  with the  transactions  contemplated  by
      ss.11.5.1,  pursuant to the terms of the Security  Documents to which such
      Person is a party."

      ss.4.  Amendment  to  ss.15.1  of the  Credit  Agreement.  Subject  to the
             -------------------------------------------------
satisfaction of the conditions set forth in ss.7 hereof and simultaneously  with
the  completion  of the Holding  Company  Reorganization,  ss.15.1 of the Credit
Agreement is hereby amended by (a) deleting the word "or"  following  clause (y)
of such ss.15.1,  (b) adding the  following  new clauses (aa),  (bb) and (cc) to
such ss.15.1:

            "(aa)  the  Parent  (i)  directly  or  indirectly,  beneficially  or
      otherwise,  holds or owns (whether pursuant to an asset swap or otherwise)
      stock,  or other  securities  of, any Person  (other than the  Borrower or
      Persons  which  shall  be   Subsidiaries   of  the  Borrower  or  Excluded
      Subsidiaries  which  are  subsidiaries  of  the  Borrower  or  Investments
      permitted  under  ss.11.3  hereof which are held by the Borrower or any of
      its  Subsidiaries),  or (ii) conducts any activity  which is  inconsistent
      with activities which are normal and customary for a publicly held holding
      company;

            (bb)  contemporaneously  with  the  receipt  by the  Parent  of cash
      proceeds from the issuance of any debt by the Parent after the date of the
      Second Amendment,  the Parent shall fail to make an equity contribution to
      the Borrower in an amount equal to the net cash  proceeds  received by the
      Parent  from  such  issuance  (net  of  costs  and  expenses  incurred  in
      connection  with such  issuance and any amounts  applied to refinance  the
      Senior  Discount  Notes),  the amount of such  equity  contribution  to be
      applied by the Borrower in accordance  with the terms and  conditions  set
      forth in ss.5.3; provided that the Parent may not issue any debt after the
      date of the Second  Amendment  unless the material  terms of such new debt
      shall be  substantially  similar or less restrictive than the terms of the
      Senior  Discount Notes and the maturity of such new debt shall be at least
      one (1) year after the later of the (i)  Tranche B  Maturity  Date or (ii)
      the maturity date of any new Tranches established prior to the issuance of
      such new debt pursuant to ss.16.1 of the Credit Agreement, in each case as
      reasonably  determined by the Initial Agents (it being  understood that if
      any such new debt has an  interest  rate  higher  than the  interest  rate
      applicable to the Senior Discount Notes, such new debt shall not be deemed
      more  restrictive  than the Senior  Discount  Notes solely because of such
      higher interest rate); or

            (cc)  contemporaneously  with  the  receipt  by the  Parent  of cash
      proceeds  from the  issuance of any equity by the Parent after the date of
      the Second Amendment, the Parent shall fail to make an equity contribution
      to the  Borrower in an amount equal to the net cash  proceeds  received by
      the Parent  from such  issuance  (net of costs and  expenses  incurred  in
      connection with such issuance),  the amount of such equity contribution to
      be applied by the Borrower in accordance with the terms and conditions set
      forth in ss.5.3;"

and (c) deleting the text "ss.15.1(g), ss.15.1(h), ss.15.1(j) or ss.15.1(z)" set
forth in the last proviso of ss.15.1 and  substituting  in lieu thereof the text
"ss.15.1(g),  ss.15.1(h),  ss.15.1(j), ss.15.1(z),  ss.15.1(aa),  ss.15.1(bb) or
ss.15.1(cc)".

      ss.5.  Amendment  to  ss.15.2  of the  Credit  Agreement.  Subject  to the
             -------------------------------------------------
satisfaction of the conditions set forth in ss.7 hereof and simultaneously  with
the completion of the Holding Company  Reorganization,  the Credit  Agreement is
hereby further amended by deleting the text "ss.15.1(g),  ss.15.1(h), ss.15.1(j)
or ss.15.1(z)"  set forth in the first sentence of ss.15.2 and  substituting  in
lieu  thereof  the  text  "ss.15.1(g),   ss.15.1(h),   ss.15.1(j),   ss.15.1(z),
ss.15.1(aa), ss.15.1(bb) or ss.15.1(cc)".

      ss.6.  Global  Amendment  to of  the  Credit  Agreement.  Subject  to  the
             ------------------------------------------------
satisfaction of the conditions set forth in ss.7 hereof and simultaneously  with
the completion of the Holding Company  Reorganization,  the Credit  Agreement is
hereby further amended by deleting the words "parent holding company" or "parent
holding   company  of  the  Borrower"  in  each  place  which  they  appear  and
substituting in lieu thereof the word "Parent".

      ss.7.  Consent.  Emmis has  informed  the  Agents  and the  Lenders of its
             -------
intention to create a new wholly-owned Subsidiary to be known as Emmis Operating
Company, an Indiana corporation ("Emmis Opco"). Emmis intends to transfer all of
its assets (including, without limitation, all of the shares of Capital Stock of
Subsidiaries  held by Emmis)  and  assign all of its  existing  obligations  and
liabilities  (including,   without  limitation,  the  Obligations  and  existing
obligations under and with respect to the existing  Subordinated  Debt) to Emmis
Opco such that immediately after giving effect thereto,  Emmis Opco shall become
the  "Borrower"  under and as  defined  in the Credit  Agreement  (the  "Holding
Company  Reorganization").  Emmis has requested that each of the Lenders consent
to the Holding Company  Reorganization.  Subject to the  satisfaction of each of
the  conditions  set forth  below  prior to or  simultaneously  with the Holding
Company   Reorganization,   the   Lenders   consent  to  the   Holding   Company
Reorganization:

      (a) the  Administrative  Agent shall have received the Parent Guaranty and
the Parent Stock Pledge Agreement, duly executed and delivered by Emmis;

      (b) Emmis Opco shall have  executed and  delivered  to the  Administrative
Agent an instrument  of joinder,  substantially  in the form attached  hereto as
Exhibit A and otherwise  satisfactory to the Administrative  Agent,  pursuant to
which Emmis Opco shall expressly  assume all obligations of the "Borrower" under
the Credit  Agreement and agree to comply with and be bound by all of the terms,
conditions and covenants of the Credit  Agreement and Loan Documents  applicable
to it as the Borrower;

      (c) the Administrative  Agent shall have received from Emmis a certificate
(which  certificate  shall be accompanied by an  irrevocable  stock power,  duly
endorsed  in blank by  Emmis  and  otherwise  in form and  substance  reasonably
satisfactory to the Administrative Agent) representing the all of the issued and
outstanding Capital Stock of Emmis Opco;

      (d) the Administrative Agent shall have received from Emmis and Emmis Opco
a completed and fully executed  Perfection  Certificate  and shall have received
the results of UCC  searches  with respect to the  Collateral  owned by Emmis or
Emmis Opco, indicating that the assets of Emmis and Emmis Opco are subject to no
Liens  other  than   Permitted   Liens  and  otherwise  in  form  and  substance
satisfactory to the Administrative Agent;

      (e) Emmis Opco shall have  executed and  delivered  to the  Administrative
Agent  all  UCC  financing   statements  and  other  documents  and  instruments
reasonably  requested  by the  Administrative  Agent to preserve and protect the
Liens granted to the Administrative  Agent pursuant to the Security Documents to
which the Borrower is a party;

      (f) Emmis and Emmis Opco shall have furnished to the Administrative  Agent
evidence   satisfactory   to  the   Administrative   Agent  that  all  necessary
governmental  and third party consents to (including,  without  limitation,  FCC
consents) and notices contemplated herein shall have been obtained and given;

      (g)  Emmis  Opco  shall  have  delivered  to the  Administrative  Agent  a
certificate of insurance from an  independent  insurance  broker dated as of the
date hereof,  identifying  insurers,  types of insurance,  insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
the provisions of the Borrower Security  Agreement and naming the Administrative
Agent as additional insured and, on all casualty insurance, loss payee;

      (h) each of Emmis and Emmis Opco shall have  delivered  to the Agent (i) a
copy,  certified  by a duly  authorized  officer  of such  Person to be true and
complete on the date hereof, of each of (A) its Governing Documents as in effect
on such date and (B) the resolutions of such Person  approving the  transactions
contemplated  by the Holding  Company  Reorganization  and this ss.7, and (ii) a
certificate, dated as of the date hereof, signed by a duly authorized officer of
such  Person,  and giving  the name and  bearing a  specimen  signature  of each
individual  who shall be  authorized  (x) to sign,  in the name and on behalf of
such Person,  each of the Loan Documents to which such Person is or is to become
a party;  and (y) to give  notices and to take other  action on its behalf under
the Loan Documents;

      (i) the  Administrative  Agent  shall  have  received  from  Emmis  Opco a
certificate  from a duly  authorized  officer of Emmis Opco  certifying  that no
Default  or Event of Default  shall have  occurred  and be  continuing  or would
result from the Holding Company  Reorganization  and all of the  representations
and  warranties  set  forth in ss.9 of the  Credit  Agreement  shall be true and
correct in all material  respects with respect to Emmis Opco after giving effect
to the  Holding  Company  Reorganization  except to the extent  that they relate
exclusively to an earlier date;

      (j) the  Administrative  Agent  shall have  received an opinion of counsel
from (x) Paul,  Weiss,  Rifkind,  Wharton & Garrison,  counsel to the Parent and
Emmis Opco,  (y) counsel to the Parent and its  Subsidiaries  in Indiana and (z)
FCC  counsel  to  the  Parent  and  its  Subsidiaries,  each  addressed  to  the
Administrative  Agent  and the  Lenders  and in form  and  substance  reasonably
satisfactory to the Administrative Agent;

      (k) the Administrative Agent shall have received evidence  satisfactory to
the  Administrative  Agent that  simultaneously  with or promptly  following the
Holding Company Reorganization, the Loans shall be prepaid in an amount equal to
not less  than the  Paydown  Amount in  accordance  with  ss.5.5  of the  Credit
Agreement using proceeds for the issuance of the Senior Discount Notes;

      (l)   the Holding  Company  Reorganization  shall be  consummated on the
same terms and conditions described in the Confidential Offering Circular; and

      (m)   the Holding Company Reorganization  shall occur on or prior to
July 25, 2001.

    ss.8.   Conditions  to  Effectiveness. This Amendment shall become effective
            -----------------------------
upon the satisfaction of each of the following conditions precedent:

      (a) the Administrative  Agent shall have received a counterpart  signature
page to this Amendment duly executed and delivered by Emmis, the Subsidiaries of
Emmis listed on the signature pages hereto and all of the Lenders; and

      (b) upon the date on which the condition precedent set forth in clause (a)
has been satisfied,  Emmis shall have paid to the  Administrative  Agent for the
pro rata account of each of the Lenders an  amendment  fee in an amount equal to
fifteen  hundredths of one percent (0.15%) of the Total Commitment (as in effect
prior to giving effect to the  Borrower's  application  of the Paydown Amount to
the Loans in accordance with ss.5.5 of the Credit Agreement).

      ss.9.  Affirmation  of  Emmis.  Until  such  time as the  Holding  Company
             ----------------------
Reorganization has occurred in accordance with the terms of the Credit Agreement
as amended  hereby  and the  conditions  set forth in ss.7 have been  satisfied,
Emmis hereby affirms all of its Obligations under the Credit Agreement and under
each of the other Loan  Documents to which it is a party and hereby  affirms its
absolute and unconditional promise to pay to the Lenders the Loans and all other
amounts  due under the  Credit  Agreement  and the other Loan  Documents.  Emmis
hereby  represents,  warrants and confirms that the  Obligations  are and remain
secured pursuant to the Security Documents.  The parties hereto acknowledge that
upon completion of the Holding Company  Reorganization  and the  satisfaction of
the  conditions set forth in ss.7,  Emmis shall be released and discharged  from
all of its  obligations  as the  "Borrower"  under the Credit  Agreement and the
other Loan Documents.

    ss.10.  Representations  and  Warranties. Emmis hereby represents and
            --------------------------------
warrantsto the Lenders and the Administrative Agent as follows:

      (a)  Representations  and  Warranties.  Each  of the  representations  and
           --------------------------------
warranties  contained in ss.9 of the Credit  Agreement  were true and correct in
all material respects when made, and, after giving effect to this Amendment, are
true and correct in all material  respects on and as of the date hereof,  except
to the extent that such  representations and warranties relate specifically to a
prior date.

      (b) Enforceability. The execution and delivery by Emmis of this Amendment,
          --------------
and the  performance  by Emmis of this  Amendment and the Credit  Agreement,  as
amended hereby,  are within the corporate  authority of Emmis and have been duly
authorized by all necessary corporate proceedings. This Amendment and the Credit
Agreement,  as amended hereby,  constitute valid and legally binding obligations
of Emmis,  enforceable  against it in  accordance  with their  terms,  except as
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
relating to or affecting the enforcement of creditors' rights in general.

      (c) No  Default.  No  Default  or Event of  Default  has  occurred  and is
          -----------
continuing,  and after giving effect to this  Amendment,  no Default or Event of
Default will result from the  execution,  delivery and  performance  by Emmis of
this Amendment or from the consummation of the transactions  contemplated herein
or by the Confidential Offering Circular or the Senior Discount Note Indenture.

      ss.11.  No Other  Amendments,  etc.  Except as expressly  provided in this
              ---------------------------
Amendment,  (a) all of the terms and conditions of the Credit  Agreement and the
other Loan Documents remain  unchanged,  and (b) all of the terms and conditions
of the Credit Agreement,  as amended hereby, and of the other Loan Documents are
hereby  ratified  and  confirmed  and remain in full force and  effect.  Nothing
herein  shall be  construed  to be an  amendment,  consent  or a  waiver  of any
requirements  of Emmis or of any other Person under the Credit  Agreement or any
of the other Loan  Documents  except as expressly set forth  herein.  Nothing in
this  Amendment  shall be construed to imply any  willingness on the part of the
Administrative  Agent or the Lenders to grant any  similar or future  amendment,
consent or waiver of any of the terms and conditions of the Credit  Agreement or
the other Loan Documents.

      ss.12.  Execution in  Counterparts.  This Amendment may be executed in any
              --------------------------
number of  counterparts  and by each  party on a separate  counterpart,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
together shall  constitute one instrument.  In proving this Amendment,  it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

      ss.13.  Miscellaneous.  This Amendment shall for all purposes be construed
              -------------
in  accordance  with and  governed  by the laws of The  State of New  York.  The
captions in this  Amendment are for  convenience of reference only and shall not
define or limit the provisions hereof. Emmis agrees to pay to the Administrative
Agent, on demand by the Administrative Agent, all reasonable out-of-pocket costs
and expenses  incurred or sustained by the  Administrative  Agent in  connection
with the preparation of this Amendment, including reasonable legal fees.

                            [Signature pages ommitted]


<PAGE>



      Each of the undersigned Subsidiaries hereby (a) acknowledges the foregoing
Amendment  and (b)  ratifies  and  confirms  all of its  obligations  under  the
Guaranty and under each of the other Loan Documents to which it is a party.


                              EMMIS MEADOWLANDS CORPORATION
                              EMMIS RADIO CORPORATION (f/k/a Emmis Broadcasting
                              Corporation of New York)
                              EMMIS PUBLISHING CORPORATION  EMMIS
                              INTERNATIONAL BROADCASTING CORPORATION TOPEKA
                              TELEVISION CORPORATION SJL OF KANSAS CORP.
                              EMMIS SOUTH AMERICA BROADCASTING CORPORATION
                              EMMIS LATIN AMERICA BROADCASTING CORPORATION
                              EMMIS INDIANA BROADCASTING, L.P.
                                  By:   Emmis Operating Company,
                                     its General Partner
                              EMMIS PUBLISHING, L.P.
                                  By:   Emmis Operating Company,
                                     its General Partner
                              EMMIS TELEVISION BROADCASTING, L.P.
                                  By:   Emmis Operating Company,
                                     its General Partner



                              By:_______________________________
                                  Name:
                                  Title:



<PAGE>



                              EMMIS LICENSE CORPORATION
                              EMMIS RADIO LICENSE CORPORATION   (f/k/a Emmis FM
                              License Corporation of  St. Louis)
                              EMMIS LICENSE CORPORATION OF  NEW YORK
                              EMMIS RADIO LICENSE CORPORATION  OF NEW YORK
                              EMMIS TELEVISION LICENSE CORPORATION (f/k/a
                              Emmis       Television License Corporation of
                              Honolulu)
                              EMMIS TELEVISION LICENSE   CORPORATION OF WICHITA
                              EMMIS TELEVISION LICENSE   CORPORATION OF TOPEKA

                              By:_______________________________
                                  Name:
                                  Title: