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                                                                  EXECUTION COPY
                                                                     Exhibit 4.2



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                          REGISTRATION RIGHTS AGREEMENT


                           Dated as of March 27, 2001
                                  by and among


                            EMMIS ESCROW CORPORATION


                                       and


                     CREDIT SUISSE FIRST BOSTON CORPORATION
                              GOLDMAN, SACHS & CO.
                         DEUTSCHE BANC ALEX. BROWN INC.
                         BANC OF AMERICA SECURITIES LLC
                            CIBC WORLD MARKETS CORP.
                          FIRST UNION SECURITIES, INC.






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                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of March 27, 2001, by and among Emmis Escrow Corporation, an
Indiana corporation (the "Company") and Credit Suisse First Boston Corporation,
Goldman, Sachs & Co., Deutsche Banc Alex. Brown Inc., Banc of America Securities
LLC, CIBC World Markets Corp., and First Union Securities, Inc. (each an
"Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom
has agreed to purchase the Company's 12-1/2% Series A Senior Discount Notes due
2011 (the "Series A Notes") pursuant to the Purchase Agreement (as defined
below).

                  This Agreement is made pursuant to the Purchase Agreement,
dated as of March 13, 2001 (the "Purchase Agreement"), by and among the Company
and the Initial Purchasers. Pursuant to the Indenture (as defined below), the
Series A Notes will under certain conditions be mandatorily exchanged for
13-1/4% Senior Exchangeable Preferred Stock due 2011 (the "Exchangeable
Preferred Stock") of Emmis Communications Corporation ("Emmis"). Pursuant to the
Amended and Restated Articles of Incorporation of Emmis governing the
Exchangeable Preferred Stock (the "Annex to Articles"), the Exchangeable
Preferred Stock may under certain conditions be exchanged for 13-1/4%
Subordinated Exchange Debentures due 2011 of Emmis (the "Exchange Debentures").

                  In order to induce the Initial Purchasers to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated as of March 27, 2001,
between the Company and The Bank of Nova Scotia Trust Company of New York, as
trustee (the "Trustee"), relating to the Series A Notes (the "Indenture"), the
Annex to Articles and the form of indenture, to be entered into by Emmis and The
Bank of Nova Scotia Trust Company of New York, as exchange trustee (the
"Exchange Trustee") governing the Exchange Debentures (the "Exchange
Indenture").

                  The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Act: The Securities Act of 1933, as amended.

                  Affiliate: As defined in Rule 144 of the Act.

                  Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                  Business Day: A day other than a Saturday, Sunday or other day
on which banking institutions in New York State are authorized or required by
law to close.

                  Closing Date: The date hereof.
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                  Commission: The Securities and Exchange Commission.

                  Consummate: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the (i) New Notes, (ii) if the Series A Notes have been exchanged
for the Exchangeable Preferred Stock, the New Preferred Stock, or (iii) if the
Exchangeable Preferred Stock has been exchanged for the Exchange Debentures, the
New Exchange Debentures, to be issued in the Exchange Offer, (b) the maintenance
of such Exchange Offer Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Issuer (i)
to the Trustee of New Notes in the same aggregate principal amount or Accreted
Value, as applicable, as the aggregate principal amount or Accreted Value, as
applicable, of Series A Notes tendered by Holders thereof, (ii) if the Series A
Notes have been exchanged for the Exchangeable Preferred Stock, to the Transfer
Agent of New Preferred Stock in the same aggregate liquidation preference as the
aggregate liquidation preference of Exchangeable Preferred Stock tendered by
Holders thereof, or (iii) if the Exchangeable Preferred Stock has been exchanged
for Exchange Debentures, to the Exchange Trustee of New Exchange Debentures in
the same aggregate principal amount as the aggregate principal amount of
Exchange Debentures tendered by Holders thereof, pursuant to the Exchange Offer.

                  Consummation Deadline: As defined in Section 3(b) hereof.

                  Debentures: The Exchange Debentures and the New Exchange
Debentures.

                  Effectiveness Deadline: As defined in Sections 3(a) and 4(a)
hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended.

                  Exchange Offer: The exchange and issuance (i) by the Company
of the New Notes, (ii) if the Series A Notes have been exchanged for the
Exchangeable Preferred Stock, by Emmis of the New Preferred Stock, or (iii) if
the Exchangeable Preferred Stock has been exchanged for the Exchange Debentures,
by Emmis of the New Exchange Debentures, which in each case, shall be registered
pursuant to the Exchange Offer Registration Statement in an amount equal to (i)
the aggregate principal amount or Accreted Value, as applicable, of all Series A
Notes that are tendered by the holders thereof, (ii) the aggregate liquidation
preference of all shares of Exchangeable Preferred Stock that are tendered by
the holders thereof, or (iii) the aggregate principal amount of all Exchange
Debentures that are tendered by the holders thereof, respectively, in connection
with such exchange and issuance.

                  Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  Exempt Resales: The transactions in which the Initial
Purchasers propose to sell the Series A Notes to certain "qualified
institutional buyers," as such term is defined in Rule 144A that are also
"qualified purchasers" under the Investment Company Act of 1940, as amended.

                  Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.


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                  Holders: As defined in Section 2 hereof.

                  Issuer: The Company or, if the Exchangeable Preferred Stock or
Exchange Debentures have been issued, Emmis.

                  New Exchange Debentures: Emmis' 13-1/4% Series B Subordinated
Exchange Debentures due 2011 to be issued pursuant to the Exchange Indenture (i)
in the Exchange Offer or (ii) in connection with a resale of Exchange Debentures
in reliance on a Shelf Registration Statement.

                  New Notes: The Company's 12-1/2% Series B Senior Discount
Notes due 2011 to be issued pursuant to the Indenture (i) in the Exchange Offer
or (ii) in connection with a resale of Notes in reliance on a Shelf Registration
Statement.

                  New Preferred Stock: Emmis' 13-1/4% Series B Senior
Exchangeable Preferred Stock due 2011 to be issued pursuant to the Annex to
Articles (i) in the Exchange Offer or (ii) in connection with a resale of
Exchangeable Preferred Stock in reliance on a Shelf Registration Statement.

                  Notes: The Series A Notes and the New Notes.

                  Prospectus: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  Recommencement Date: As defined in Section 6(d) hereof.

                  Registration Default: As defined in Section 5 hereof.

                  Registration Statement: Any registration statement of the
Issuer relating to (a) an offering of the New Notes, the New Preferred Stock or
the New Exchange Debentures, as the case may be, pursuant to an Exchange Offer
or (b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto, including post-effective
amendments, and all exhibits and material incorporated by reference therein.

                  Rule 144: Rule 144 promulgated under the Act.

                  Shelf Registration Statement: As defined in Section 6(b)
hereof.

                  Stock: The Exchangeable Preferred Stock and the New Preferred
Stock.

                  Suspension Notice: As defined in Section 6(d) hereof.


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                  TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa
- 77bbbb) as in effect on the date of the Indenture, or the Exchange Indenture
if the Exchange Debentures have been issued.

                  Transfer Restricted Securities: Each (a) Series A Note, share
of Exchangeable Preferred Stock or Exchange Debenture, as the case may be, until
the earliest to occur of (i) the date on which such Series A Note, share of
Exchangeable Preferred Stock or Exchange Debenture is exchanged in the Exchange
Offer and is entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Act, (ii) the date on
which such Series A Note, share of Exchangeable Preferred Stock or Exchange
Debenture has been disposed of in accordance with a Shelf Registration Statement
(and the purchasers thereof have been issued the New Notes, the New Preferred
Stock or the New Exchange Debentures, as the case may be), or (iii) the date on
which such Series A Note, share of Exchangeable Preferred Stock or Exchange
Debenture is distributed or distributable to the public pursuant to Rule 144
under the Act and (b) each New Note, share of New Preferred Stock or New
Exchange Debenture until the date on which such security is disposed of by a
Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

SECTION 2.        HOLDERS

                  A Person is deemed to be a holder of Transfer Restricted
Securities (each, a "Holder") whenever such Person owns Transfer Restricted
Securities.

SECTION 3.        REGISTERED EXCHANGE OFFER

                  (a)      Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Issuer shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 120 days after the Closing
Date (such 120th day being the "Filing Deadline"), (ii) use its commercially
reasonable efforts to cause such Exchange Offer Registration Statement to become
effective at the earliest possible time, but in no event later than 210 days
after the Closing Date (such 210th day being the "Effectiveness Deadline"),
(iii) in connection with the foregoing, (A) file all pre-effective amendments to
such Exchange Offer Registration Statement as may be necessary in order to cause
it to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the registration
and qualification of the New Notes, the New Preferred Stock or the New Exchange
Debentures, as the case may be, to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the New Notes, the New Preferred
Stock or the New Exchange Debentures, as the case may be, to be offered in
exchange for the Series A Notes, the Exchangeable Preferred Stock or the
Exchange Debentures, respectively, that are Transfer Restricted Securities and
(ii) resales of the New Notes, the New Preferred Stock or the New Exchange
Debentures, as the case may be, by Broker-Dealers that tendered into the
Exchange


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Offer Series A Notes, the Exchangeable Preferred Stock or the Exchange
Debentures, respectively, that such Broker-Dealer acquired for its own account
as a result of market making activities or other trading activities (other than
Series A Notes, the Exchangeable Preferred Stock or the Exchange Debentures, as
the case may be, acquired directly from the Issuer or any of its Affiliates) as
contemplated by Section 3(c) below.

                  (b)      The Issuer shall use its commercially reasonable
efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall use its commercially reasonable efforts to keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20
Business Days. The Issuer shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the New
Notes, the New Preferred Stock or the New Exchange Debentures, as the case may
be, shall be included in the Exchange Offer Registration Statement. The Issuer
shall use its best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days thereafter (such
30th day being the "Consummation Deadline").

                  (c)      The Issuer shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and indicate therein that any Broker-Dealer who holds Transfer Restricted
Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Issuer or any Affiliate
thereof), may exchange such Transfer Restricted Securities pursuant to the
Exchange Offer. Such "Plan of Distribution" section shall also contain all other
information with respect to such sales by such Broker-Dealers that the
Commission may require in order to permit such sales pursuant thereto, but such
"Plan of Distribution" shall not name any such Broker-Dealer or disclose the
amount of Transfer Restricted Securities held by any such Broker-Dealer, except
to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement. See the Shearman &
Sterling no-action letter (available July 2, 1993).

                  Because such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Act and must, therefore, deliver a
prospectus meeting the requirements of the Act in connection with its initial
sale of any New Notes, the New Preferred Stock or New Exchange Debentures, as
the case may be, received by such Broker-Dealer in the Exchange Offer, the
Issuer shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery
requirement. To the extent necessary to ensure that the prospectus contained in
the Exchange Offer Registration Statement is available for sales of the New
Notes, the New Preferred Stock or New Exchange Debentures, as the case may be,
by Broker-Dealers, the Issuer agrees to use its commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of 180 days from the Consummation
Deadline or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold pursuant
thereto. The Issuer


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shall provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one Business
Day after such request, at any time during such period.

SECTION 4.        SHELF REGISTRATION

                  (a)      Shelf Registration. If (i) the Exchange Offer is not
permitted by applicable law (after the Issuer has complied with the procedures
set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Issuer within 20 Business Days following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the New Notes, the New Preferred Stock or New Exchange Debentures, as the
case may be, acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes, the
Exchangeable Preferred Stock or the Exchange Debentures, as the case may be,
acquired directly from the Issuer or any of its Affiliates, then the Issuer
shall:

                           (x) use its best efforts to cause to be filed, on or
                  prior to the later of (1) 45 days after the earlier of (i) the
                  date on which the Issuer determines that the Exchange Offer
                  Registration Statement cannot be filed as a result of clause
                  (a)(i) above and (ii) the date on which the Issuer receives
                  the notice specified in clause (a)(ii) above, and (2) 120 days
                  after the Closing Date, (such date, the "Filing Deadline"), a
                  shelf registration statement pursuant to Rule 415 under the
                  Act (which may be an amendment to the Exchange Offer
                  Registration Statement (the "Shelf Registration Statement"))
                  relating to all Transfer Restricted Securities, and

                           (y) shall use its commercially reasonable efforts to
                  cause such Shelf Registration Statement to become effective on
                  or prior to the later of (1) 90 days after the Filing Deadline
                  for the Shelf Registration Statement and (2) 210 days after
                  the Closing Date (such day, the "Effectiveness Deadline").

                  If, after the Issuer has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Issuer is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Issuer shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

                  To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Issuer shall use its commercially reasonable efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and


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regulations of the Commission as announced from time to time, for a period not
in excess of two years (as extended pursuant to Section 6(d)) following the
Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto.

                  (b)      Provision by Holders of Certain Information in
Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Issuer in writing, within 20 days after receipt of
a request therefor, the information specified in Item 507 or 508 of Regulation
S-K, as applicable, of the Act for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. No Holder of
Transfer Restricted Securities shall be entitled to liquidated damages pursuant
to Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Issuer by such Holder not materially misleading.

SECTION 5.        LIQUIDATED DAMAGES

                  If (i) any Registration Statement required by this Agreement
is not filed with the Commission on or prior to the applicable Filing Deadline,
(ii) any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within two Business Days
by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within five Business Days after
filing such post-effective amendment to such Registration Statement (each such
event referred to in clauses (i) through (iv), a "Registration Default"), then
the Issuer hereby agrees to pay to each Holder of Transfer Restricted Securities
affected thereby liquidated damages in an amount equal to $.05 per week per
$1,000 in principal amount (in the case of the Notes or the Debentures or, in
the case of the Notes prior to March 15, 2006, Accreted Value) or liquidation
preference (in the case of the Stock) of Transfer Restricted Securities held by
such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of
such Registration Default. The amount of the liquidated damages shall increase
by an additional $.05 per week per $ 1,000 in principal amount (in the case of
the Notes or the Debentures or, in the case of the Notes prior to March 15,
2006, Accreted Value) or liquidation preference (in the case of the Stock) of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
liquidated damages for all Registration Defaults of $.50 per week per $1,000 in
principal amount (in the case of Notes or the Debentures or, in the case of the
Notes prior to March 15, 2006, Accreted Value) or liquidation preference (in the
case of the Stock) of Transfer Restricted Securities; provided that the Issuer
shall in no event be required to pay liquidated damages for more than one
Registration Default at any given time. Notwithstanding anything to the contrary
set forth herein, (1) upon filing of the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement), in the case of (i)
above, (2) upon the effectiveness of the Exchange Offer Registration Statement
(and/or, if


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applicable, the Shelf Registration Statement), in the case of (ii) above, (3)
upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon
the filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable, in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

                  All accrued liquidated damages shall be paid to the Holders
entitled thereto, (i) in the manner provided for the payment of interest in the
Indenture, on each interest payment date, as more fully set forth in the
Indenture and the Notes, (ii) if the Series A Notes have been exchanged for
Exchangeable Preferred Stock, in the manner provided for the payment of
dividends in the Annex to Articles, on each Dividend Payment Date, as more fully
set forth in the Annex to Articles and the Exchangeable Preferred Stock or (iii)
if the Exchangeable Preferred Stock has been exchanged for the Exchange
Debentures, in the manner provided for the payment of interest in the Exchange
Indenture, on each Interest Payment Date, as more fully set forth in the
Exchange Indenture and the Exchange Debentures. Notwithstanding the fact that
any securities for which liquidated damages are due cease to be Transfer
Restricted Securities, all obligations of the Issuer to pay liquidated damages
with respect to securities shall survive until such time as such obligations
with respect to such securities shall have been satisfied in full.

SECTION 6.        REGISTRATION PROCEDURES

                  (a)      Exchange Offer Registration Statement. In connection
with the Exchange Offer, the Issuer shall (x) comply with all applicable
provisions of Section 6(c) below, (y) use its commercially reasonable efforts to
effect such exchange and to permit the resale of the New Notes, the New
Preferred Stock or New Exchange Debentures, as the case may be, by
Broker-Dealers that tendered in the Exchange Offer Series A Notes, the
Exchangeable Preferred Stock, or the Exchange Debentures, respectively, that
such Broker-Dealer acquired for its own account as a result of its market-making
activities or other trading activities (other than Series A Notes, the
Exchangeable Preferred Stock, or the Exchange Debentures, respectively, acquired
directly from the Issuer or its Affiliates) being sold in accordance with the
intended method or methods of distribution thereof, and (z) comply with all of
the following provisions:

                           (i)      If, following the date hereof there has been
         announced a change in Commission policy with respect to exchange offers
         such as the Exchange Offer, that in the reasonable opinion of counsel
         to the Issuer raises a substantial question as to whether the Exchange
         Offer is permitted by applicable federal law, the Issuer hereby agrees
         to seek a no-action letter or other favorable decision from the
         Commission allowing the Issuer to Consummate an Exchange Offer for such
         Transfer Restricted Securities. The Issuer hereby agrees to pursue the
         issuance of such a decision to the Commission staff level. In
         connection with the foregoing, the Issuer hereby agrees to take all
         such other actions as may be requested by the Commission or otherwise
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Issuer setting forth the legal bases, if any, upon
         which such


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         counsel has concluded that such an Exchange Offer should be permitted
         and (C) diligently pursuing a resolution (which need not be favorable)
         by the Commission staff.

                           (ii)     As a condition to its participation in the
         Exchange Offer, each Holder of Transfer Restricted Securities
         (including, without limitation, any Holder who is a Broker Dealer)
         shall furnish, upon the request of the Issuer, prior to the
         Consummation of the Exchange Offer, a written representation to the
         Issuer (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an Affiliate of the Issuer, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         New Notes, the New Preferred Stock or the New Exchange Debentures, as
         the case may be, to be issued in the Exchange Offer and (C) it is
         acquiring the New Notes, the New Preferred Stock or the New Exchange
         Debentures, as the case may be, in its ordinary course of business. As
         a condition to its participation in the Exchange Offer, each Holder
         using the Exchange Offer to participate in a distribution of the New
         Notes, the New Preferred Stock or the New Exchange Debentures, as the
         case may be, shall acknowledge and agree that, if the resales are of
         the New Notes, the New Preferred Stock or the New Exchange Debentures,
         as the case may be, obtained by such Holder in exchange for Series A
         Notes, the Exchangeable Preferred Stock or the Exchange Debentures,
         respectively, acquired directly from the Issuer, it (1) could not,
         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Morgan Stanley and
         Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
         Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

                           (iii)    Prior to effectiveness of the Exchange Offer
         Registration Statement, the Issuer shall provide a supplemental letter
         to the Commission (A) stating that the Issuer is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co, Inc. (available June 5, 1991) as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
         applicable, any no-action letter obtained pursuant to clause (i) above,
         (B) including a representation that the Issuer has not entered into any
         arrangement or understanding with any Person to distribute the New
         Notes, the New Preferred Stock or the New Exchange Debentures, as the
         case may be, to be received in the Exchange Offer and that, to the best
         of the Issuer's information and belief, each Holder participating in
         the Exchange Offer is acquiring the New Notes, the New Preferred Stock
         or the New Exchange Debentures, as the case may be, in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of such securities received
         in the Exchange Offer and (C) any other undertaking or representation
         required by the Commission as set forth in any no-action letter
         obtained pursuant to clause (i) above, if applicable.


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                  (b)      Shelf Registration Statement. In connection with the
Shelf Registration Statement, the Issuer shall:

                           (i)      comply with all the provisions of Section
         6(c) below and use its commercially reasonable efforts to effect such
         registration to permit the sale of the Transfer Restricted Securities
         being sold in accordance with the intended method or methods of
         distribution thereof (as indicated in the information furnished to the
         Issuer pursuant to Section 4(b) hereof), and pursuant thereto the
         Issuer will prepare and file with the Commission a Registration
         Statement relating to the registration on any appropriate form under
         the Act, which form shall be available for the sale of the Transfer
         Restricted Securities in accordance with the intended method or methods
         of distribution thereof within the time periods and otherwise in
         accordance with the provisions hereof.

                           (ii)     issue, upon the request of any Holder or
         purchaser of Series A Notes, the Exchangeable Preferred Stock or the
         Exchange Debentures, as the case may be, covered by any Shelf
         Registration Statement contemplated by this Agreement, the New Notes,
         the New Preferred Stock or the New Exchange Debentures, respectively,
         having an aggregate principal amount equal to the aggregate principal
         amount (in the case of the Notes or Debentures) or liquidation
         preference (in the case of the Stock) of such securities sold pursuant
         to the Shelf Registration Statement and surrendered to the Issuer for
         cancellation; the Issuer shall register the New Notes, the New
         Preferred Stock or the New Exchange Debentures, as the case may be, on
         the Shelf Registration Statement for this purpose and issue the New
         Notes, the New Preferred Stock or the New Exchange Debentures, as the
         case may be, to the purchaser(s) of securities subject to the Shelf
         Registration Statement in the names as such purchaser(s) shall
         designate.

                  (c)      General Provisions. In connection with any
Registration Statement and any related Prospectus required by this Agreement,
the Issuer shall:

                           (i)      use its commercially reasonable efforts to
         keep such Registration Statement continuously effective and provide all
         requisite financial statements for the period specified in Section 3 or
         4 of this Agreement, as applicable. Upon the occurrence of any event
         that would cause any such Registration Statement or the Prospectus
         contained therein (A) to contain an untrue statement of material fact
         or omit to state any material fact necessary to make the statements
         therein not misleading or (B) not to be effective and usable for resale
         of Transfer Restricted Securities during the period required by this
         Agreement, the Issuer shall file promptly an appropriate amendment to
         such Registration Statement curing such defect, and, if Commission
         review is required, use its commercially reasonable efforts to cause
         such amendment to be declared effective as soon as practicable.
         Notwithstanding anything to the contrary set forth in this Agreement,
         the Issuer's obligations to use its commercially reasonable efforts to
         keep the Shelf Registration Statement continuously effective,
         supplemented and amended shall be suspended in the event continued
         effectiveness of the Shelf Registration Statement would, in the opinion
         of counsel to the Issuer, require the Issuer to disclose a material
         financing, acquisition or other corporate transaction, and the Board of
         Directors of the Issuer shall have determined in good faith that such
         disclosure is not in the best interest of the Issuer, but in no event
         will any such suspension, individually or in the aggregate,


                                       10
<PAGE>   12
         exceed 30 Business Days within any twelve month period during which the
         Shelf Registration Statement is otherwise required to be effective.

                           (ii)     prepare and file with the Commission such
         amendments and post-effective amendments to the applicable Registration
         Statement as may be necessary to keep such Registration Statement
         effective for the applicable period set forth in Section 3 or 4 hereof,
         as the case may be; cause the Prospectus to be supplemented by any
         required Prospectus supplement and as so supplemented to be filed
         pursuant to Rule 424 under the Act, and to comply fully with Rules 424,
         430A and 462, as applicable, under the Act in a timely manner; and
         comply with the provisions of the Act with respect to the disposition
         of all securities covered by such Registration Statement during the
         applicable period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                           (iii)    advise each Holder and its counsel, in
         connection with a Shelf Registration Statement, and each Initial
         Purchaser and their counsel, in connection with the Exchange Offer
         Registration Statement, promptly and, if requested by such Holder,
         confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, and (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue, or that requires the making
         of any additions to or changes in the Registration Statement in order
         to make the statements therein not misleading, or that requires the
         making of any additions to or changes in the Prospectus in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading. If at any time the Commission
         shall issue any stop order suspending the effectiveness of the
         Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Issuer shall use its
         commercially reasonable efforts to obtain the withdrawal or lifting of
         such order at the earliest possible time;

                           (iv)     subject to Section 6(c)(i), if any fact or
         event contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact


                                       11
<PAGE>   13
         or omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

                           (v)      furnish to each Holder and their counsel, in
         connection with a Shelf Registration Statement, and each Initial
         Purchaser and their counsel, in connection with the Exchange Offer
         Registration Statement, before filing with the Commission, copies of
         any such Registration Statement or any Prospectus included therein or
         any amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at least five Business Days, and the
         Issuer will not file any such Registration Statement or Prospectus or
         any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Holders shall reasonably object within five Business Days
         after the receipt thereof except for any Registration Statement or
         amendment thereto or prospectus or supplement thereto (a copy of which
         has been previously furnished to the Initial Purchasers and their
         counsel (and, in the case of a Shelf Registration Statement, the
         Holders)) which counsel to the Issuer has advised the Issuer in writing
         is required to be filed in order to comply with applicable law. A
         Holder shall be deemed to have reasonably objected to such filing if
         such Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains an untrue statement of a
         material fact or omit to state any material fact necessary to make the
         statements therein not misleading or fails to comply with the
         applicable requirements of the Act;

                           (vi)     promptly prior to the filing of any document
         that is to be incorporated by reference into a Registration Statement
         or Prospectus, provide copies of such document to each Holder and their
         counsel, in connection with a Shelf Registration Statement, and each
         Initial Purchaser and their counsel, in connection with the Exchange
         Offer Registration Statement, make the Issuer's representatives
         available for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such Holders may reasonably request subject to
         execution of a customary confidentiality agreement;

                           (vii)    make available, at reasonable times, for
         inspection by each Holder and any attorney or accountant retained by
         such Holders, all pertinent financial and other records, pertinent
         corporate documents of the Issuer and cause the Issuer's officers,
         directors and employees to supply all information reasonably requested
         by any such Holder, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness subject
         to execution of a customary confidentiality agreement;

                           (viii)   if requested by any Holders in connection
         with such exchange or sale, promptly include in any Registration
         Statement or Prospectus, pursuant to a supplement or post-effective
         amendment if necessary, such information as such Holders may reasonably
         request to have included therein, including, without limitation,
         information relating to the "Plan of Distribution" of the Transfer
         Restricted Securities;


                                       12
<PAGE>   14
         and make all required filings of such Prospectus supplement or
         post-effective amendment as soon as practicable after the Issuer is
         notified of the matters to be included in such Prospectus supplement or
         post-effective amendment;

                           (ix)     furnish to each Holder and their counsel, in
         connection with a Shelf Registration Statement, and each Initial
         Purchaser and their counsel, in connection with the Exchange Offer
         Registration Statement, without charge, at least one copy of such
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including all documents incorporated by reference
         therein and all exhibits (including exhibits incorporated therein by
         reference);

                           (x)      deliver to each Holder without charge, as
         many copies of the Prospectus (including each preliminary prospectus)
         and any amendment or supplement thereto as such Persons reasonably may
         request; the Issuer hereby consents to the use (in accordance with law)
         of the Prospectus and any amendment or supplement thereto by each
         selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                           (xi)     in connection with a Shelf Registration
         Statement only, upon the request of any Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any Shelf
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to such Shelf Registration Statement. In such
         connection, the Issuer shall:

                           (A)      upon request of any Holder, furnish (or in
                  the case of paragraphs (2) and (3), use its best efforts to
                  cause to be furnished) to each Holder, upon the effectiveness
                  of the Shelf Registration Statement, as the case may be:

                                    (1)      a certificate, dated such date,
                           signed on behalf of the Issuer by (x) the President
                           or any Vice President and (y) a principal financial
                           or accounting officer of the Issuer, confirming, as
                           of the date thereof, the matters set forth in
                           Sections 6(w), 9(a) and 9(b) of the Purchase
                           Agreement and such other similar matters as such
                           Holders may reasonably request;

                                    (2)      an opinion, dated the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Issuer covering
                           matters similar to those set forth in paragraph (e)
                           of Section 9 of the Purchase Agreement and such other
                           matters as such Holder may reasonably request, and in
                           any event including a statement to the effect that
                           such counsel has participated in conferences with
                           officers and other representatives of the Issuer,
                           representatives of the independent public accountants
                           for the Issuer and have considered the matters
                           required to be stated therein and the statements
                           contained therein, although such counsel has not
                           independently verified the accuracy, completeness or
                           fairness of


                                       13
<PAGE>   15
                           such statements; and that such counsel advises that,
                           on the basis of the foregoing, no facts came to such
                           counsel's attention that caused such counsel to
                           believe that the Shelf Registration Statement, at the
                           time such Registration Statement or any
                           post-effective amendment thereto became effective,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Registration Statement as of its
                           date contained an untrue statement of a material fact
                           or omitted to state a material fact necessary in
                           order to make the statements therein, in the light of
                           the circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements and other financial and
                           statistical data included therein or omitted
                           therefrom; and

                                    (3)      a customary comfort letter, dated
                           the date of effectiveness of the Shelf Registration
                           Statement, from the Issuer's independent accountants,
                           in the customary form and covering matters of the
                           type customarily covered in comfort letters to
                           underwriters in connection with underwritten
                           offerings, and affirming the matters set forth in the
                           comfort letters delivered pursuant to Section 9(h) of
                           the Purchase Agreement; and

                           (B)      deliver such other documents and
                  certificates as may be reasonably requested by the selling
                  Holders to evidence compliance with the matters covered in
                  clause (A) above and with any customary conditions contained
                  in any agreement entered into by the Issuer pursuant to this
                  clause (xi);

                           (xii)    prior to any public offering of Transfer
         Restricted Securities, cooperate with the selling Holders and their
         counsel in connection with the registration and qualification of the
         Transfer Restricted Securities under the securities or Blue Sky laws of
         such jurisdictions as the selling Holders may request and do any and
         all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that the Issuer shall not be required to register or qualify as a
         foreign corporation where it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement in any jurisdiction where it is not now so
         subject;

                           (xiii)   in connection with any sale of Transfer
         Restricted Securities that will result in such securities no longer
         being Transfer Restricted Securities, cooperate with the Holders to
         facilitate the timely preparation and delivery of certificates
         representing Transfer Restricted Securities to be sold and not bearing
         any restrictive legends; and to register such Transfer Restricted
         Securities in such denominations and such names as the selling Holders
         may request at least two Business Days prior to such sale of Transfer
         Restricted Securities;


                                       14
<PAGE>   16
                           (xiv)    use its commercially reasonable efforts to
         cause the disposition of the Transfer Restricted Securities covered by
         the Registration Statement to be registered with or approved by such
         other governmental agencies or authorities as may be necessary to
         enable the seller or sellers thereof to consummate the disposition of
         such Transfer Restricted Securities, subject to the proviso contained
         in clause (xii) above;

                           (xv)     provide a CUSIP number for all Transfer
         Restricted Securities not later than the effective date of a
         Registration Statement covering such Transfer Restricted Securities and
         provide the Trustee under the Indenture (in the case of the Notes), the
         Transfer Agent under the Annex to Articles (in the case of the Stock)
         or the Exchange Trustee under the Exchange Indenture (in the case of
         the Debentures) with printed certificates for the Transfer Restricted
         Securities which are in a form eligible for deposit with The Depository
         Trust Company;

                           (xvi)    otherwise use its commercially reasonable
         efforts to comply with all applicable rules and regulations of the
         Commission, and make generally available to its security holders with
         regard to any applicable Registration Statement, as soon as
         practicable, a consolidated earnings statement meeting the requirements
         of Rule 158 (which need not be audited) covering a twelve-month period
         beginning after the effective date of the Registration Statement (as
         such term is defined in paragraph (c) of Rule 158 under the Act);

                           (xvii)   cause the Indenture or Exchange Indenture,
         as applicable, to be qualified under the TIA not later than the
         effective date of the first Registration Statement required by this
         Agreement and, in connection therewith, cooperate with the Trustee or
         Exchange Trustee, as applicable, and the Holders to effect such changes
         to such Indenture as may be required for such Indenture to be so
         qualified in accordance with the terms of the TIA; and execute and use
         its commercially reasonable efforts to cause such Trustee to execute,
         all documents that may be required to effect such changes and all other
         forms and documents required to be filed with the Commission to enable
         such Indenture to be so qualified in a timely manner; and

                           (xviii)  provide promptly to each Holder, upon
         request, each document filed with the Commission pursuant to the
         requirements of Section 13, Section 14 or Section 15(d) of the Exchange
         Act.

                  (d)      Restrictions on Holders. Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of the notice
referred to in Section 6(c)(iii)(C) or any notice from the Issuer of the
existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in
each case, a "Suspension Notice"), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or
(ii) such Holder is advised in writing by the Issuer that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder's possession which have


                                       15
<PAGE>   17
been replaced by the Issuer with more recently dated Prospectuses or (ii)
deliver to the Issuer (at the Issuer's expense) all copies, other than permanent
file copies, then in such Holder's possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

SECTION 7.        REGISTRATION EXPENSES

                  All expenses incident to the Issuer's performance of or
compliance with this Agreement will be borne by the Issuer, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
New Notes, the New Preferred Stock or the New Exchange Debentures, as the case
may be, to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all application and filing
fees in connection with listing the New Notes, the New Preferred Stock or the
New Exchange Debentures, as the case may be, on a national securities exchange
or automated quotation system pursuant to the requirements hereof; and (v) all
fees and disbursements of independent certified public accountants of the Issuer
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

                  The Issuer will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Issuer.

SECTION 8.        INDEMNIFICATION

                  (a)      The Issuer agrees to indemnify and hold harmless each
Holder, its directors, officers and each Person, if any, who controls such
Holder (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act), from and against any and all losses, claims, damages,
liabilities, judgments, (including without limitation, any legal or other
expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto)
provided by the Issuer to any Holder or any prospective purchaser of the New
Notes, the New Preferred Stock or the New Exchange Debentures, as the case may
be, or registered Series A Notes, Exchangeable Preferred Stock or Exchange
Debentures, as the case may be, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by an untrue statement or omission
or alleged untrue statement or omission that is based upon information relating
to any of the Holders furnished in writing to the Issuer by any of the Holders
provided, however, that the foregoing indemnification with respect to any untrue
statement or alleged untrue statement or omission or alleged omission


                                       16
<PAGE>   18
in any Prospectus, shall not inure to the benefit of any Holder from whom the
person asserting such loss, claim, damage, liability or expense purchased any of
the New Notes, New Preferred Stock or New Exchange Debentures if a copy of the
Prospectus (or any amendment or supplement thereto) was not sent or given on
behalf of such Holder to such person at or prior to the written confirmation of
the sale of such New Notes, New Preferred Stock or New Exchange Debentures to
such person and if the Prospectus (or the Prospectus, as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage, liability or expense.

                  (b)      Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Issuer, and its
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Issuer
to the same extent as the foregoing indemnity from the Issuer set forth in
Section 8(a) above, but only with reference to information relating to such
Holder furnished to the Issuer by such Holder for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who controls such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.

                  (c)      In case any action shall be commenced involving any
person in respect of which indemnity may be sought pursuant to Section 8(a) or
8(b) (the "indemnified party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying person") in
writing, and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all reasonable fees and expenses of such counsel, as
incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c), but
may employ separate counsel and participate in the defense thereof, but the fees
and expenses of such counsel, except as provided below, shall be at the expense
of the Holder). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the
right to assume the defense of such action on behalf of the indemnified party).
In any such case, the indemnifying party shall not, in connection with any one
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in


                                       17
<PAGE>   19
addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by a majority of the Holders, in the case of the parties indemnified
pursuant to Section 8(a), and by the Issuer in aggregate principal amount or
liquidation preference, in the case of parties indemnified pursuant to Section
8(b). No indemnifying party shall be liable for any settlement of any such
action effected without the written consent of such indemnifying party, but if
settled with the written consent of such indemnifying party, or if there is a
final judgment for the plaintiff in such action, such indemnifying party agrees
to indemnify and hold harmless any indemnified party from and against any and
all losses, claims, damages, liabilities and judgments by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

                  (d)      To the extent that the indemnification provided for
in this Section 8 is unavailable to an indemnified party in respect of any
losses, claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Issuer, on
the one hand, and the Holders, on the other hand, from their sale of Transfer
Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Issuer, on the one hand, and of the Holder, on the other
hand, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Issuer, on the one hand, and
of the Holder, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer, on the one hand, or by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                  The Issuer and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any


                                       18
<PAGE>   20
amount in excess of the amount by which the total received by such Holder with
respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer
Restricted Securities and (ii) the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount (in
the case of the Notes or the Debentures) or liquidation preference (in the case
of the Stock) of Transfer Restricted Securities held by each Holder hereunder
and not joint.

SECTION 9.        RULE 144A AND RULE 144

                  The Issuer agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Issuer (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10.       MISCELLANEOUS

                  (a)      Remedies. The Issuer acknowledges and agrees that any
failure by the Issuer to comply with its obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or
any Holder may obtain such relief as may be required to specifically enforce the
Issuer's obligations under Sections 3 and 4 hereof. The Issuer further agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

                  (b)      No Inconsistent Agreements. The Issuer will not, on
or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. The Issuer has
not previously entered into any agreement granting any registration rights with
respect to its securities to any Person. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Issuer's securities under any agreement in
effect on the date hereof.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless (i) in the
case of Section 5 hereof and this Section 10(c)(i), the Issuer has obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and
(ii) in the case of all other provisions hereof, the Issuer has obtained the
written consent of Holders of a majority of the outstanding principal amount (in
the


                                       19
<PAGE>   21
case of the Notes or the Debentures or, in the case of the Notes prior to March
15, 2006, Accreted Value) or liquidation preference (in the case of the Stock)
of Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Issuer or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount (in the case of the Notes or
Debentures or, in the case of the Notes prior to March 15, 2006, Accreted Value)
or liquidation preference (in the case of the Stock) of Transfer Restricted
Securities subject to such Exchange Offer. Without the consent of any person,
the Issuer may amend this Agreement to effect the assignment or merger described
in the last sentence of Section 10(f).

                  (d)      Third Party Beneficiary. Each Holder shall be a third
party beneficiary to the agreements made hereunder between the Issuer, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent it may deem such
enforcement necessary or advisable to protect its rights or the rights of other
Holders hereunder.

                  (e)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), facsimile,
telex, telecopier, or air courier guaranteeing overnight delivery:

                           (i)      if to a Holder, at the address set forth on
         the records of (A) the Registrar under the Indenture, (B) if the Series
         A Notes have been exchanged for Exchangeable Preferred Stock, the
         Transfer Agent under the Annex to Articles, or (C) if the Exchangeable
         Preferred Stock has been exchanged for the Exchange Debentures, the
         Registrar under the Exchange Indenture, with a copy to such Registrar
         or Transfer Agent, as the case may be; and

                           (ii)     if to the Company:

                                    Emmis Escrow Corporation.
                                    40 Monument Circle, Suite 700
                                    Indianapolis, IN 46204

                                    Telecopier No.:   317-631-3750
                                    Attention:   Associate General Counsel

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if faxed or telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee,
the Transfer Agent or the


                                       20
<PAGE>   22
Exchange Trustee, as the case may be, at the address specified in the Indenture,
the Annex to Articles or the Exchange Indenture, respectively.

                  (f)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement, the
Indenture, the Annex to Articles or the Exchange Indenture, as applicable. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof. Notwithstanding the
foregoing, without the consent of any person, the Company shall assign all of
its rights and obligation hereunder to Emmis or a newly formed holding company
of Emmis if (x)(i) Emmis completes its proposed corporate reorganization or (ii)
the exchange of the Series A Notes for the Exchangeable Preferred Stock occurs
and (y) the Company consummates the Escrow Corp. Merger.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW RULES THEREOF.

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k)      Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.


                                       21
<PAGE>   23
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                    EMMIS ESCROW CORPORATION



                                    By: ________________________________________
                                        Name:   J. Scott Enright
                                        Title:  Vice President and Associate
                                                General Counsel



                                    CREDIT SUISSE FIRST BOSTON CORPORATION
                                    GOLDMAN SACHS & CO.
                                    DEUTSCHE BANC ALEX. BROWN INC.
                                    BANC OF AMERICA SECURITIES LLC
                                    CIBC WORLD MARKETS CORP.
                                    FIRST UNION SECURITIES INC.



                                    By:  CREDIT SUISSE FIRST BOSTON CORPORATION



                                    By: ________________________________________
                                        Name:
                                        Title: