Exhibit 10.3

# AMENDED AND RESTATED

# AGREEMENT OF LIMITED
PARTNERSHIP

---

# EMMIS AUSTIN RADIO
BROADCASTING COMPANY, L.P.

---

# July 1, 2003

---

# TABLE OF CONTENTS

|                                                        |                                                                               | Page
|------------------------------------------------------- | ----------------------------------------------------------------------------- | ----
|ARTICLE I - Formation of Partnership                    | 1                                                                            
|Section 1.1                                             | Continuation                                                                  | 1   
|Section 1.2                                             | Name                                                                          | 1   
|Section 1.3                                             | Business                                                                      | 1   
|Section 1.4                                             | Places of Business; Registered Agent; Names and Addresses of Partners         | 1   
|Section 1.5                                             | Term                                                                          | 2   
|Section 1.6                                             | Filings                                                                       | 2   
|Section 1.7                                             | Title to Partnership Property                                                 | 2   
|Section 1.8                                             | Mergers and Exchanges                                                         | 2   
|ARTICLE II - Definitions and References                 | 2                                                                            
|Section 2.1                                             | Defined Terms                                                                 | 2   
|Section 2.2                                             | References and Titles                                                         | 6   
|ARTICLE III - Capitalization                            | 7                                                                            
|Section 3.1                                             | Capital Contributions of Partners                                             | 7   
|Section 3.2                                             | Additional Capital Contributions; Partner Loans; Adjustment of Sharing Ratios | 7   
|ARTICLE IV - Allocations and Distributions              | 7                                                                            
|Section 4.1                                             | Allocation of Profits and Losses                                              | 7   
|Section 4.2                                             | Distributions                                                                 | 9   
|ARTICLE V - Management                                  | 10                                                                           
|Section 5.1                                             | Power and Authority of General Partner                                        | 10  
|Section 5.2                                             | Duties and Services of the General Partner                                    | 11  
|Section 5.3                                             | General Managers and Other Officers                                           | 12  
|Section 5.4                                             | Employees                                                                     | 12  
|Section 5.5                                             | Liability of Partners and Indemnification                                     | 12  
|Section 5.6                                             | Contracts with Affiliates                                                     | 13  
|Section 5.7                                             | Reimbursement of General Partner                                              | 13  
|Section 5.8                                             | Insurance                                                                     | 14  
|Section 5.9                                             | Tax Elections                                                                 | 14  
|Section 5.10                                            | Tax Returns                                                                   | 14  
|Section 5.11                                            | Tax Matters Partner                                                           | 14  
|Section 5.12                                            | Withdrawal by the General Partner                                             | 14  
|Section 5.13                                            | Certain Decisions                                                             | 14  
|ARTICLE VI - Rights of Limited Partners                 | 15                                                                           
|Section 6.1                                             | Rights of Limited Partners                                                    | 15  
|Section 6.2                                             | Limitations on Limited Partners                                               | 16  
|Section 6.3                                             | Liability of Limited Partners                                                 | 16  
|Section 6.4                                             | Withdrawal and Return of Capital Contributions                                | 16  
|ARTICLE VII - Books, Reports and Meetings               | 16                                                                           
|Section 7.1                                             | Capital Accounts; Books and Records                                           | 16  
|Section 7.2                                             | Bank Accounts                                                                 | 17  
|Section 7.3                                             | Reports                                                                       | 17  
|ARTICLE VIII - Dissolution, Liquidation and Termination | 17                                                                           
|Section 8.1                                             | Dissolution                                                                   | 17  
|Section 8.2                                             | Reconstitution                                                                | 18  
|Section 8.3                                             | Liquidation and Termination                                                   | 18  
|ARTICLE IX - Assignment of Interests                    | 19                                                                           
|Section 9.1                                             | Restrictions on Transfer                                                      | 19  
|Section 9.2                                             | Specific Performance                                                          | 20  
|Section 9.3                                             | Partners of Record, Related Matters                                           | 20  
|Section 9.4                                             | Call Option                                                                   | 21  
|Section 9.5                                             | Right of First Refusal; Tag-Along; Involuntary Transfer Option                | 22  
|Section 9.6                                             | Closings                                                                      | 23  
|ARTICLE X - Miscellaneous                               | 24                                                                           
|Section 10.1                                            | Notices                                                                       | 24  
|Section 10.2                                            | Amendment                                                                     | 24  
|Section 10.3                                            | Partition                                                                     | 24  
|Section 10.4                                            | Entire Agreement                                                              | 25  
|Section 10.5                                            | Severability                                                                  | 25  
|Section 10.6                                            | No Waiver                                                                     | 25  
|Section 10.7                                            | Applicable Law                                                                | 25  
|Section 10.8                                            | Successors and Assigns                                                        | 25  
|Section 10.9                                            | Counterparts                                                                  | 25  
|Section 10.10                                           | Dispute Resolution                                                            | 25  
|Section 10.11                                           | No Third Party Beneficiaries                                                  | 26  
|Section 10.12                                           | Referral of Business Opportunities; Noncompetition                            | 26  

# AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF EMMIS AUSTIN RADIO
BROADCASTING COMPANY, L.P.

THIS
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this Agreement), dated
as of July 1, 2003, is made by and among Radio Austin Management, L.L.C., a Texas limited
liability company, as the general partner (the General Partner),and Emmis Operating Company, an Indiana corporation (Emmis),and Sinclair Telecable, Inc., an Indiana corporation (Sinclair),as the limited partners (individually, a Limited Partnerand
collectively, the Limited Partners).

# ARTICLE I

# Continuation of
Partnership

Section
1.1     Continuation. This partnership (the Partnership) was
originally formed July 29, 1997, as a limited partnership pursuant to the provisions of
the Texas Revised Limited Partnership Act, Article 6132a-1, Vernons Texas Civil
Statutes, as amended from time to time, and any successor statute or statutes (the
Act). Immediately prior to the effective date of this Amended and
Restated Agreement of Limited Partnership, LBJ Broadcasting Company, L.L.C., a Texas
limited liability company and one of the two initial limited partners of the Partnership,
transferred its limited partnership interest and withdrew as a limited partner, and Emmis
was admitted as a replacement limited partner. Sinclair and Emmis agree to continue the
existence of the Partnership and amend and restate this Agreement at this time to reflect
their business arrangement.

Section
1.2     Name. The name of the Partnership shall be Emmis Austin Radio
Broadcasting Company, L.P. Subject to all applicable laws, the business of the Partnership
shall be conducted in the name of the Partnership unless under the law of some
jurisdiction in which the Partnership does business such business must be conducted under
another name or unless the General Partner determines that it is advisable to conduct
Partnership business under another name. In such a case, the business of the Partnership
in such jurisdiction or in connection with such determination may be conducted under such
other name or names as the General Partner shall determine to be necessary. The General
Partner shall cause to be filed on behalf of the Partnership such partnership or assumed
or fictitious name certificate or certificates or similar instruments as may from time to
time be required by law.

Section
1.3     Business. The business of the Partnership shall be to engage in the
business of acquiring, owning, operating, managing, selling, leasing and otherwise dealing
in any manner whatsoever with AM and FM radio stations and any ancillary or related
businesses and properties.

Section
1.4     Places of Business; Registered Agent; Names and Addresses of Partners.

(a)     The
address of the principal United States office and place of business of the Partnership and
its street address shall be 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.
The General Partner, at any time and from time to time, may change the location of the
Partnerships principal place of business and may establish such additional place or
places of business of the Partnership as the General Partner shall determine to be
necessary or desirable.

(b)     The
registered office and registered agent of the Partnership in the State of Texas shall be
as specified in the Partnerships certificate of limited partnership (as amended from
time to time). The General Partner, at any time and from time to time, may change the
Partnerships registered office or registered agent or both by complying with the
applicable provisions of the Act, and may establish, appoint and change additional
registered offices and registered agents of the Partnership in such other states as the
General Partner shall determine to be necessary or advisable.

(c)     The
General Partner is the sole general partner of the Partnership. The General Partners
mailing address and the street address of its business is 40 Monument Circle, Suite 700,
Indianapolis, Indiana 46204.

(d)     The
mailing address and street address of each of the Limited Partners are set forth below the
signature of each Limited Partner on the signature page of this Agreement.

Section
1.6     Filings. Upon the request of the General Partner, the Limited Partners
shall promptly execute and deliver all such certificates and other instruments conforming
hereto as shall be necessary for the General Partner to accomplish all filing, recording,
publishing and other acts appropriate to comply with all requirements for the formation
and operation of a limited partnership under the laws of the State of Texas and for the
qualification and operation of a limited partnership (or a partnership in which the
Limited Partners have limited liability) in all other jurisdictions where the Partnership
shall propose to conduct business. Prior to conducting business in any jurisdiction, the
General Partner shall use its reasonable good faith efforts to cause the Partnership to
comply with all requirements for the qualification of the Partnership to conduct business
as a limited partnership (or a partnership in which the Limited Partners have limited
liability) in such jurisdiction.

Section
1.7     Title to Partnership Property. All property owned by the Partnership,
whether real or personal, tangible or intangible, shall be deemed to be owned by the
Partnership as an entity, and no Partner, individually,shall have any ownership of
such property. The Partnership may hold its property in its own name or in the name of a
nominee which may be the General Partner or any of its Affiliates or any trustee or agent
designated by them.

Section
1.8     Mergers and Exchanges. With the prior written consent of all of the
Partners, the Partnership may be a party to a merger or an exchange of the type described
in Article 2.11 of the Act.

# ARTICLE II

# Definitions and
References

Section
2.1     Defined Terms. When used in this Agreement, the following terms shall
have the respective meanings set forth below:

Act
shall have the meaning assigned to such term in Section 1.1.

Addendum
Agreementshall have the meaning assigned to such term in Section 9.1(c).

Additional
Capital Contributionsshall mean the dollar amount of any additional Capital
Contributions made by a Partner pursuant to Section 3.2(a). Such term shall not include
the Capital Contributions or any portion thereof made by a Partner pursuant to Section
3.1.

Additional
Capital Return Amountshall mean with respect to a Partner (i) a return amount
equal to the application to the balance of Net Additional Capital from time to time of
such Partner of a rate equal to two percent (2%) over the the prime rate of interest for
major money center banks most recently reported in The Wall Street Journal under
the heading Money Rates, less (ii) all amounts distributed to such Partner
pursuant to Section 4.2(b)(i).

Adjusted Capital Accountshall mean the Capital Account maintained for
each Partner as provided in Section 7.1(b), (a) increased by (i) the amount of any unpaid
Capital Contributions agreed to be contributed by such Partner under Article III, if any,
and (ii) an amount equal to such Partners allocable share of Minimum Gain as
computed on the last day of such fiscal year in accordance with the applicable Treasury
Regulations and (b) reduced by (1) the amount of all losses and deductions reasonably
expected to be allocated to such Partner in subsequent years under Sections 704(e) (2) and
706(d) of the Internal Revenue Code and Treasury Regulation § 1.751-1(b)(2)(ii)(d),
and (ii) the amount of all distributions reasonably expected to be made to such Partner to
the extent they exceed offsetting increases to such Partners Capital Account that
are reasonably expected to occur during (or prior to) the year in which such distributions
are reasonably expected to be made.

Affiliateshall mean, with respect to any person, (a) any person directly or indirectly owning,
controlling or holding with power to vote 40% or more of the outstanding voting equity
interests of such person, (b) any person directly or indirectly controlling, controlled by
or under common control with the such person, and (c) any officer, director, member,
partner or sanguinal or affinal kin of such person or any person described in subsection
(a) or (b) of this paragraph. As used in this Agreement, the term person shall
include an individual, an estate, a corporation, a partnership, a limited liability
company, an association, a joint stock company, a trust or any other entity.

Agreementshall have the meaning assigned to such term in the preamble.

Available
Cash shall mean, as of any date, the amount, if any, by which:

|(A) |  | The cumulative net income (excluding trade, barter and other non-cash income) of
                    the Partnership (as determined in accordance with accounting principles
                    generally accepted in the United States applied in a manner consistent with the
                    preparation of Emmis audited financial statements) for the period from the
                    date of closing through the applicable date; plus income taxes, depreciation and
                    amortization to the extent deducted in the determination of such net income;
                    minus (or plus) any gain (or loss) on sale or other disposition of fixed assets
                    to the extent taken into account in determining such net income; minus any
                    principal debt service payments made during such period; minus capital
                    expenditures made during such period (except to the extent funded with debt
                    proceeds); and after adjusting such net income to exclude the cumulative effect
                    of changes in accounting principles;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exceeds:

|(B) |  | The sum of (i) all Distributable Cash required previously or on the applicable
                    date to be distributed to the Partners pursuant to Section 4.2, plus (ii) any
                    Available Cash previously distributed to the Partners in excess of the
                    Distributable Cash required under Section 4.2 to have been previously
                    distributed to the Partners.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Business Opportunitiesshall have the meaning assigned to such term in
Section 10.12.

Buyershall have the meaning assigned to such term in Section 9.5(a).

Call
Noticeshall have the meaning assigned to the term in Section 9.4(a),

Capital Accountshall have the meaning assigned to such term in Section
7.1(6).

Capital
Contributionsshall mean for any Partner at the particular time in question the
aggregate of the dollar amounts of any cash, or the fair market value of any property (net
of liabilities secured by such property which the Partnership assumes or takes subject to)
contributed to the capital of the Partnership, or, if the context in which such term is
used so indicates, the dollar amounts of cash or the fair market value of any property
(net of liabilities secured by such property which the Partnership assumes or takes
subject to) agreed to be contributed, or requested to be contributed, by such Partner to
the capital of the Partnership.

Closingshall have the meaning assigned to the term in Section 9.6(a),

Deficit
Partnershall have the meaning assigned to such term in Section 4.1(b)(iv).

Dispute
Noticeshall have the meaning assigned to such term in Section 10.1l(b).

Distributable
Cash shall mean, as of the last day of a calendar month, the amount, if any, by
which:

|(A) |  | The product of (I) 90% times (II) the cumulative net income (excluding trade,
                    barter and other non-cash income) of the Partnership (as determined in
                    accordance with accounting principles generally accepted in the United States
                    applied in a manner consistent with the preparation of Emmis audited
                    financial statements) for the period from the date of closing through the last
                    day of the second calendar month preceding the distribution date; plus income
                    taxes, depreciation and amortization to the extent deducted in the determination
                    of such net income; minus (or plus) any gain (or loss) on sale or other
                    disposition of fixed assets to the extent taken into account in determining such
                    net income; minus any principal debt service payments made during such period;
                    minus capital expenditures made during such period (except to the extent funded
                    with debt proceeds); plus the decrease (or minus the increase) in working
                    capital (excluding cash) as of the end of the last month in such period compared
                    to the working capital at the end of the preceding calendar month in such
                    period; and after adjusting such net income to exclude the cumulative effect of
                    changes in accounting principles;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exceeds:

|(B) |  | The amount of Distributable Cash required under Section 4.2 to have been
                    previously distributed to the Partners.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

EBITDAshall have the meaning assigned to the term in Section 9.4(b).

First
Call Dateshall have the meaning assigned to the term in Section 9.4(c),

Emmis
shall have the meaning assigned to such term in the preamble.

General Partnershall have the meaning assigned such term in the
introductory paragraph, and any person who becomes a substituted general partner of the
Partnership pursuant to the terms hereof.

General
Partner Regulations shall mean the Amended and Restated Regulations of Radio
Austin Management, L.L.C., as the same shall be amended from time to time.

Indemniteeshall have the meaning assigned to such term in Section 5.8(a).

Internal
Revenue Codeshall mean the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute or statutes.

Limited Partnersshall have the meaning assigned to such term in the
introductory paragraph, and any person who becomes a substituted limited partner of the
Partnership pursuant to the terms hereof.

Management Agreementshall have the meaning assigned to such term in
Section 5.1(d).

Management Feeshall have the meaning assigned to such term in Section
5.1(d).

Minimum
Gainshall mean (i) with respect to Partnership Nonrecourse Liabilities, the
amount of gain that would be realized by the Partnership if it disposed of (in a taxable
transaction) all Partnership properties that are subject to Partnership Nonrecourse
Liabilities in full satisfaction of Partnership Nonrecourse Liabilities, computed in
accordance with applicable Treasury Regulations, or (ii) with respect to each Partner
Nonrecourse Debt, the amount of gain that would be realized by the Partnership if it
disposed of (in a taxable transaction) the Partnership property that is subject to such
Partner Nonrecourse Debt in full satisfaction of such Partner Nonrecourse Debt, computed
in accordance with applicable Treasury Regulations.

Net
Additional Capitalshall mean the amount of Additional Capital Contributions
made by a Partner under Section 3.2 less all amounts returned to the Partner under Section
4.2(b)(ii).

Offered Interestshall have the meaning assigned to such term in Section
9.5(a).

Other
Partnershall have the meaning assigned to such term in Section 9.5(a).

Ownership
Unit shall have the meaning specified in Section 9.1(a).

Partner
Nonrecourse Debtshall mean any nonrecourse debt of the Partnership for which
any Partner bears the economic risk of loss.

Partner
Nonrecourse Deductionsshall mean the amount of deductions, losses and expenses
equal to the net increase during the year in Minimum Gain attributable to a Partner
Nonrecourse Debt, reduced (but not below zero) by proceeds of such Partner Nonrecourse
Debt distributed during the year to the Partners who bear the economic risk of loss for
such debt, as determined in accordance with applicable Treasury Regulations.

Partners
shall mean the General Partner and the Limited Partners.

Partnershipshall mean Emmis Austin Radio Broadcasting Company, L.P., a Texas limited partnership.

Partnership
Interestshall mean the interest of a Partner in the Partnership.

Partnership Nonrecourse Liabilitiesshall mean nonrecourse liabilities (or
portions thereof) of the Partnership for which no Partner bears the economic risk of loss.

Positive
Partnershall have the meaning assigned to such term in Section 4.1(b)(iv).

Proportionate
Shareas applied herein to the proportion of an Ownership Unit or Partnership
Interest that a Limited Partner shall have the right to purchase or sell hereunder, shall
mean that proportion of such Ownership Unit or Partnership Interest, as applicable, then
subject to purchase or sell that the Ownership Unit or Partnership Interest, as
applicable, owned by the particular Limited Partner bears to the aggregate Ownership Units
or Partnership Interests, as applicable, owned by all Limited Partners having the right to
purchase or sell hereunder. In addition, if any Ownership Units or Partnership Interests,
as applicable then subject to purchase hereunder are not purchased by any Limited Partner
entitled to purchase the same, the term Proportionate Shareshall also
include that proportion of Ownership Units or Partnership Interests, as applicable, not
purchased by any Limited Partner entitled to purchase the same hereunder that the
Ownership Units or Partnership Interests, as applicable, owned by the particular Limited
Partner bears to the Ownership Units or Partnership Interests, as applicable, owned by all
Limited Partners having the right to purchase hereunder other than the Limited Partners
not purchasing any or all of the Ownership Units or Partnership Interests, as applicable,
such Limited Partner would be entitled to purchase under the first sentence of this
paragraph.

Receiving Partnershall have the meaning assigned to such term in Section
9.5(a).

SEC shall mean the Securities and Exchange Commission.

Securities
Actshall mean the Securities Act of 1933, as amended, and any successor statute
thereto.

Sharing
Ratio shall mean for any Partner the percentage set forth opposite such
Partners name on the signature page to this Agreement.

Sinclairshall have the meaning assigned to such term in the preamble.

Specified Priceshall have the meaning assigned to such term in Section
9.5(a).

Tag-Along
Interestshall have the meaning assigned to such term in Section 9.5(a).

Transfershall have the meaning assigned to such term in Section 9.1(a).

Treasury
Regulationsshall mean those regulations promulgated by the United States
Treasury Department from time to time pursuant to and in connection with the Internal
Revenue Code.

Section
2.2     References and Titles. All references in this Agreement to articles,
sections, subsections and other subdivisions refer to corresponding articles, sections,
subsections and other subdivisions of this Agreement unless expressly provided otherwise.
Titles appearing at the beginning of any of such subdivisions are for convenience only and
shall not constitute part of such subdivisions and shall be disregarded in construing the
language contained in such subdivisions. The words this Agreement,
herein, hereof, hereby, hereunder and
words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. Pronouns in masculine, feminine and neuter
genders shall be construed to include any other gender, and words in the singular form
shall be construed to include the plural and vice versa,unless the context
otherwise requires.

# ARTICLE III

# Capitalization

Section
3.1     Capital Contributions of Partners. On or before the date of this
Agreement, Emmis has acquired the interest of LBJ Broadcasting Company, L.L.C. in the
Partnership, and Sinclair has contributed the assets (subject to certain liabilities) of
KEYI(FM), Austin, Texas, to the Partnership with a value for capital account purposes
agreed by Emmis and Sinclair.

Section
3.2     Additional Capital Contributions; Partner Loans.

(a)     The
Partners shall not be obligated to make further contributions to the capital of the
Partnership. However, a Partner may make Additional Capital Contributions to the
Partnership in amounts and at such times as agreed by the contributing Partner and the
General Partner, provided that (i) the General Partner shall not agree on behalf of
the Partnership to accept any Additional Capital Contribution unless such Additional
Capital Contribution is reasonably necessary for the operation of the Partnerships
business, and (ii) each Limited Partner shall have the right to make a pro rata
portion of any Additional Capital Contribution to be accepted by the Partnership, based on
the Limited Partners relative Sharing Ratio.

(b)     If
the Partnership needs additional funds, one or more Partners or any Affiliate of a Partner
may, at the option of the General Partner, loan such funds to the Partnership. Any such
loan must be made upon terms and conditions no less favorable to the Partnership than
those upon which an independent company would make such a loan to an entity with financial
and business characteristics similar to the Partnership.

# ARTICLE IV

# Allocations and
Distributions

Section
4.1     Allocation of Profits and Losses.

(a)     Except
as provided in subsections (b), (c) and (d) of this Section 4.1, all profits (and items
thereof) of the Partnership shall be allocated to the Partners as follows: (i) first, to
any Partner to whom is distributed an Additional Capital Return Amount pursuant to Section
4.2(b)(i), profits equal to the Additional Capital Return Amount so distributed; and (ii)
thereafter in accordance with each Partners Sharing Ratio. In the event in any
taxable year profits are insufficient to equal the Additional Capital Return Amount so
distributed, profits in the next succeeding taxable year shall be specially allocated pro
rata to the extent of such deficiencies in prior years after the application of subsection
(a)(i) for such taxable year but prior to the application of subsection (a)(ii) for such
taxable year. Except as provided in subsections (b), (c) and (d) of this Section 4.1, all
losses (and items thereof) of the Partnership shall be allocated and charged to the
Partners in accordance with each Partners Sharing Ratio. Gains or losses of the
Partnership on sales of assets shall be allocated in the same manner as provided in this
subsection (a).

(b)     The
following special allocations shall be made in the following order:

| | (i)       
               Any Partner Nonrecourse Deductions for any fiscal year or other period shall be
               specially allocated to the Partner who bears the economic risk of loss with
               respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse
               Deductions are attributable in accordance with applicable Treasury Regulations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               If for any fiscal year of the Partnership there is a net decrease in Partnership
               Minimum Gain attributable to Partnership Nonrecourse Liabilities, each Partner
               shall be allocated items of Partnership income and gain for such fiscal year
               equal to such Partners share of such net decrease, as determined in
               accordance with applicable Treasury Regulations. This paragraph (ii) is intended
               to comply with the minimum gain chargeback requirement in Section
               1.704-2(f) of the Treasury Regulations and shall be interpreted consistently
               therewith.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               If for any fiscal year of the Partnership, there is a net decrease in Partner
               Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt, each
               Partner shall be allocated items of Partnership income and gain equal to such
               Partners share of such net decrease, as determined in accordance with
               applicable Treasury Regulations. This paragraph (iii) is intended to comply with
               the minimum gain chargeback requirement in Section 1.704-2(i)(4) of
               the Treasury Regulations and shall be interpreted consistently therewith.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               If for any fiscal year of the Partnership the allocation of any loss or
               deduction (net of any income or gain) to any Partner would cause or increase a
               negative balance in such Partners Adjusted Capital Account as of the end
               of such fiscal year (a Deficit Partner)after taking
               into account the provisions of paragraphs (i) through (iii) of this Section
               4.l(b), only the amount of such loss or deduction that reduces the balance to
               zero shall be allocated to such Deficit Partner and the remaining loss or
               deduction shall be allocated to the Partners whose Adjusted Capital Accounts
               have a positive balance remaining at such time (the Positive
               Partners)in proportion to such positive balances. After any
               such allocation, any Partnership income or gain that would otherwise be
               allocated to the Deficit Partner shall be allocated instead to the Positive
               Partners up to an amount equal to the loss or deduction allocated to the
               Positive Partners under the preceding sentence; provided, however, that no
               allocation of income or gain shall be made under this sentence if the effect of
               such allocation would be to cause the Adjusted Capital Account of a Deficit
               Partner to be less than zero. If, after taking into account the allocation in
               the first sentence of this paragraph (iv), the Adjusted Capital Account balance
               of a Deficit Partner remains less than zero at the end of a fiscal year, a pro
               rata portion of each item of Partnership income or gain otherwise allocable to
               the Positive Partners for such fiscal year (or if there is no such income or
               gain allocable to the Positive Partners for such fiscal year, all such income or
               gain so allocable in the succeeding fiscal year or years) shall be allocated to
               the Deficit Partner in an amount necessary to cause its Adjusted Capital Account
               balance to equal zero; provided that if there is more than one Deficit Partner,
               such income or gain shall be allocated to all Deficit Partners in proportion to
               their negative Adjusted Capital Accounts; and provided further that no
               allocation under this sentence shall have the effect of causing any Positive
               Partners Adjusted Capital Account to be less than zero. This paragraph
               (iv) is intended to comply with the requirements of the alternate test for
               economic effect (including the requirement of a qualified income
               offset) contained in Section 1.704-1(b)(2)(ii)(d) of the Treasury
               Regulations in such manner that minimizes, to the extent possible, the potential
               distortion to the economic arrangement of the Partners as otherwise reflected in
               this Agreement, and this paragraph (iv) shall be interpreted consistently with
               such intent.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               Any deduction arising from payment of a Management Fee shall be specially
               allocated to Emmis.
| | --------------------------------------------------------------------------------------------------------------------------------------

(c)     In
the case of any property contributed to the Partnership by any Partner which at the time
of contribution has an adjusted tax basis which differs from its fair market value, items
of income, gain, loss and deduction shall, solely for income tax purposes, be allocated as
required under Section 704(c) of the Internal Revenue Code to take account of such
difference. In making such allocations the General Partner shall use the traditional
method with curative allocations, as specified in the Treasury Regulations published
under Section 704(c) of the Internal Revenue Code, which curative allocations shall be
limited to depreciation and amortization deductions, so that each Limited Partner will be
entitled to the same amount of depreciation and amortization deductions for federal income
tax purposes as such Limited Partner would have received if all depreciation and
amortization deductions attributable to property contributed by such Limited Partner had
been allocated to such Limited Partner.

(d)     If,
after applying the foregoing provisions of this Section 4.1, a distribution of cash or
marketable securities to any Partner (including deemed distributions resulting from
reductions in debt allocated to such Partner) would exceed the tax basis of such Partner
in its interest in the Partnership immediately before the distribution such that income
would be recognized by such Partner under Section 731(a) of the Internal Revenue Code,
income or gain for the period immediately prior to such distribution shall be reallocated
in a manner that avoids this result to the extent possible and to the extent such
reallocation is not inconsistent with the foregoing provisions of this Section 4.1.

(e)     It
is the intention of the Partners that the allocations described in this Agreement comply
with the requirements of Treasury Regulation Section 1.704. To the extent any changes to
these allocations are required by the applicable Treasury Regulations with respect to such
items, the General Partner is hereby authorized to make such changes after notice to the
Partners.

Section
4.2     Distributions.

(a)     Subject
to Section 4.2(d), the General Partner shall cause the Partnership to distribute to the
Partners the following amounts of cash on the following dates:

|Date                  | Distribution to
Sinclair | Distribution to Emmis | Distribution to
General Partner
|--------------------- | ------------------------ | --------------------- | -------------------------------
|_______________, 2003 |                          |                       | $                              
|_______________, 2003 |                          |                       | $                              
|_______________, 2003 |                          |                       | $                              

(b)     Commencing
on the last day of the third full calendar month following the date of this Agreement and
on the last day of each succeeding calendar month during the term of the Partnership, the
Partnership will first make the following preferred cash distributions of Distributable
Cash (to the extent of available Distributable Cash as of such date) to Partners who have
made Additional Capital Contributions that have not been returned:

|(i) |  | First, subject to Section 4.2(d), to each Partner an amount equal to such
          Partners Additional Capital Return Amount, pro rata according to such
          Additional Capital Return Amounts; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | Then, to each Partner an amount equal to such Partners Net Additional
          Capital, pro rata according to the amounts of such Net Additional Capital.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

(c)     Commencing
on the last day of the third full calendar month following the date of this Agreement and
on the last day of each succeeding calendar month during the term of the Partnership, the
Partnership will next make a cash distribution to the Partners equal to any Distributable
Cash remaining as of such date after the distributions, if any, of Distributable Cash
under Section 4.2(b). To the extent determined appropriate within the General
Partners discretion, the Partnership will be entitled, but not obligated, to
distribute Available Cash in excess of Distributable Cash required to be distributed under
this Section 4.2(c). Subject to Section 4.2(d), all distributions of Available Cash
(including Distributable Cash) will be made to the Partners in accordance with their
respective Sharing Ratios.

(d)     If
the Partnership has entered into a Management Agreement in accordance with Section 5.1(d),
then (i) any Management Fee paid to Emmis or its Affiliate on a distribution date
specified in Section 4.2(a) shall be deducted from the amount payable to Emmis
pursuant to Section 4.2(a) on such date; (ii) any Management Fee paid to Emmis
or its Affiliates shall be disregarded in calculating Distributable Cash and Available
Cash; (iii) any Management Fee calculated in the same manner as a distribution
payable pursuant to Section 4.2(b)(i) and that is paid to Emmis or its Affiliate at the
end of a calendar month shall be deducted from the amount payable to Emmis pursuant to
Section 4.2(b)(i) at the end of such calendar month; (iv) any Management Fee
calculated in the same manner as a distribution of Distributable Cash payable pursuant to
Section 4.2(c) and that is paid to Emmis or its Affiliate at the end of a calendar
month shall be deducted from the amount of Distributable Cash payable to Emmis pursuant to
Section 4.2(c) at the end of such calendar month; (v) any Management Fee based on a
distribution of Available Cash payable pursuant to Section 4.2(c) and that is paid to
Emmis or its Affiliate shall be deducted from such distribution of Available Cash payable
to Emmis pursuant to Section 4.2(c); and (vi) the General Partner shall make such
equitable adjustments in allocations of profits and losses and distributions as are
reasonably necessary to place the Partners as nearly as possible in the same situation as
if no Management Fee had been paid.

# ARTICLE V

# Management

Section
5.1     Power and Authority of General Partner.

(a)     The
General Partner shall conduct, direct and exercise full control over all activities of the
Partnership. Except as otherwise expressly provided in Section 5.2 and elsewhere in this
Agreement or in the General Partner Regulations, all management powers over the business
and affairs of the Partnership shall be exclusively vested in the General Partner, and the
Limited Partners shall have no right of control over the business and affairs of the
Partnership. In addition to the powers now or hereafter granted a general partner of a
limited partnership under the Act or which are granted to the General Partner under any
other provision of this Agreement, the General Partner shall have full power and authority
to do all things deemed necessary or desirable by it to conduct the business of the
Partnership in the name of the Partnership, including, without limitation, (i) the
determination of the business activities in which the Partnership will participate; (ii)
the making of any expenditures, the borrowing of money, subject to the General Partner
Regulations the guaranteeing of indebtedness and other liabilities, the issuance of
evidences of indebtedness, and the incurring of any obligations it deems necessary or
advisable for the conduct of the business activities of the Partnership; (iii) subject to
the General Partner Regulations, the acquisition, disposition, mortgage, pledge,
encumbrance, hypothecation, or exchange of any or all of the real estate or other assets
of the Partnership; (iv) the entering into and execution of any contracts or other
agreements customarily employed in the industry and any and all other instruments or
documents considered by the General Partner to be necessary or appropriate to carry on and
conduct the business of the Partnership, for such consideration and on such terms as the
General Partner may determine to be in the best interests of the Partnership or the
implementation of its powers under this Agreement; (v) the selection and dismissal of
employees and outside attorneys, accountants, consultants and contractors and the
determination of their compensation and other terms of employment or hiring; (vi) the
maintenance of such insurance for the benefit of the Partnership as it deems necessary;
(vii) the formation of any limited or general partnerships, joint ventures, corporations,
limited liability companies or other relationships that it deems desirable, and the
contribution to such partnerships, ventures, corporations, limited liability companies or
other relationships of assets and properties of the Partnership; (viii) the representation
of the Partnership before any governmental authority or regulatory agency and the making
of all necessary or appropriate filings before such authority or agency; (ix) the
appointing of attorneys-in-fact and officers who will act on behalf of the Partnership;
(x) the admission of additional limited partners upon such terms and upon such conditions
as the General Partner shall determine in its sole discretion; and (xi) the control of any
matters affecting the rights and obligations of the Partnership, including the conduct of
litigation and the incurring of legal expenses and the settlement of claims and
litigation.

(b)     To
the extent required under any applicable law, each Limited Partner hereby consents and
agrees that the General Partner is authorized to execute, deliver and perform the
agreements, acts, transactions and matters described in the Agreement on behalf of the
Partnership without any further act, approval or vote of the Partners or the Partnership,
notwithstanding any other provision of this Agreement, the Act or any applicable law, rule
or regulation, including without limitation the sale or disposition of Partnership
property and despite the fact that the specific terms and conditions of any such sale or
disposition are not presently known by such Partner. The participation by the General
Partner in any agreement or action authorized or permitted under this Agreement shall not
constitute a breach by the General Partner of any duty that the General Partner may owe
the Partnership or the Limited Partners under this Agreement or under applicable law.

(c)     In
accomplishing all of the foregoing and in fulfilling its obligation pursuant to this
Agreement, the General Partner may, in its sole discretion, retain or use the personnel,
properties and equipment of any of its Affiliates or the General Partner may hire or rent
those of third parties and may employ on a temporary or continuing basis outside
accountants, attorneys, consultants and others on such terms as the General Partner deems
advisable. Without limiting the generality of the foregoing, the Partners specifically
acknowledge that all or substantially all of the employees working at the
Partnerships radio stations will be employees of Emmis or an Affiliate of Emmis
rather than employees of the Partnership or the General Partner. No person, firm or
corporation dealing with the Partnership shall be required to inquire into the authority
of the General Partner to take any action or make any decision.

(d)     In
fulfilling its obligations pursuant to this Agreement, the General Partner may, in its
sole discretion, cause the Partnership to enter into a management agreement (a
Management Agreement) with Emmis or any Affiliate of Emmis pursuant to
which Emmis or such Affiliate would undertake to perform all or any portion of the
management responsibilities of the General Partner under this Agreement. The amount
payable to Emmis or such Affiliate under any such Management Agreement shall not exceed
the sum of (i) any distributions to which Emmis would otherwise be entitled under
Section 4.2 (the Management Fee) and (ii) any reimbursements of
expenses to which the General Partner would be entitled under this Agreement.

Section
5.2     Duties and Services of the General Partner. The General Partner shall
comply in all respects with the terms of this Agreement. In the conduct of the business
and operations of the Partnership, the General Partner shall (a) use its reasonable good
faith efforts to cause the Partnership (i) to comply with the terms and provisions of all
agreements to which the Partnership is a party or to which its properties are subject,
(ii) to comply with all applicable laws, ordinances or governmental rules and regulations
to which the Partnership is subject and (iii) to obtain and maintain all licenses,
permits, franchises and other governmental authorizations necessary with respect to the
ownership of Partnership properties and the conduct of the Partnerships business and
operations and (b) attend to other day-to-day affairs of the Partnership in a manner which
is in the best interests of the Partnership.

Section
5.3     General Managers and Other Officers.

(a)     The
General Partner shall appoint one or more General Managers to be responsible for the
oversight of the day-to-day operations of the Partnership as they relate to one or more of
the Partnerships radio station assets. In addition, the General Managers shall have
such other powers and duties as may be delegated to them from time to time by the General
Partner. Any General Manager may be removed, either for or without cause, at any time by
the General Partner.

(b)     The
Board of Directors and officers of the General Partner shall also constitute the Board of
Directors and officers of the Partnership. Any action taken by the Board of Directors or
officers of the General Partner on behalf of the Partnership shall be deemed to be action
by the Board of Directors or officers, respectively, of the Partnership in their capacity
as such.

(c)     The
General Partner may appoint one or more persons to act as other officers or agents of the
Partnership, with the responsibilities, powers, titles, terms of office and duties the
General Partner prescribes. Any such officer or agent may be removed, either for or
without cause, at any time by the General Partner. The same person may hold two or more
offices.

Section
5.4     Employees. The General Partner may, on the Partnerships behalf,
hire (and subsequently terminate or promote) such employees of the Partnership at such
salaries and with such responsibilities as it deems appropriate. The General Partner is
also authorized to lease or otherwise arrange for the services of employees of Emmis,
Sinclair, any of their Affiliates or any third party. In connection therewith, the General
Partner way also create or adopt such employee benefit plans and policies as it deems
appropriate and is hereby authorized to obtain such insurance policies and enter into such
other arrangements as it deems appropriate in connection with such plans and policies.

Section
5.5     Liability of Partners and Indemnification.

(a)     The
General Partner, the Limited Partners and their Affiliates, and their partners, officers,
directors, employees and agents, shall not be liable, responsible or accountable in
damages or otherwise to the Partnership or the other Partners for any acts or omissions
that do not constitute gross negligence or willful misconduct, and the Partnership shall
indemnify to the maximum extent permitted under the Act and save harmless the General
Partner and the Partners and their partners, officers, directors, employees and agents
(individually, Indemnitee) from all liabilities for which
indemnification is permitted under the Act. Any act or omission performed or omitted by an
Indemnitee on advice of legal counsel or an independent consultant who has been employed
or retained by the Partnership shall be presumed to have been performed or omitted in good
faith without gross negligence or willful misconduct. THE PARTIES RECOGNIZE THAT THIS
PROVISION SHALL RELIEVE ANY SUCH INDEMNITEE FROM ANY AND ALL LIABILITIES, OBLIGATIONS,
DUTIES, CLAIMS, ACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY
ORDINARY NEGLIGENCE BY ANY SUCH INDEMNITEE, AND SUCH INDEMNITEE SHALL BE ENTITLED TO
INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE.

(b)     The
Partnership shall, to the maximum extent permitted under the Act, pay or reimburse
expenses incurred by an Indemnitee in connection with the Indemnitees appearance as
a witness or other participation in a proceeding involving or affecting the Partnership at
a time when the Indemnitee is not a named defendant or respondent in the proceeding.

(c)     The
General Partner shall have the right to require that any contract entered into by the
Partnership provide that the General Partner shall have no personal liability for the
obligations of the Partnership thereunder.

(d)     The
indemnification provided by this Section 5.5 shall be in addition to any other rights to
which each Indemnitee may be entitled under any agreement or vote of the Partners, as a
matter of law or otherwise, both as to action in the Indemnitees capacity as a
Partner or an officer, director, employee or agent of a Partner or as a person serving at
the request of the Partnership as set forth above and to action in another capacity, and
shall continue as to an Indemnitee who has ceased to serve in such capacity and shall
inure to the benefit of the heirs, successors, assigns, administrators and personal
representatives of the Indemnitee.

(e)     In
no event may an Indemnitee subject the Limited Partners to personal liability by reason of
this indemnification provision.

(f)     An
Indemnitee shall not be denied indemnification in whole or in part under this Section 5.5
because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this
Agreement.

(g)     The
Limited Partners hereby expressly agree that (i) the duty of loyalty owed by the General
Partner under Section 4.04(b) of the Texas Revised Partnership Act shall not be violated
by the types or categories of activities of, and standards applicable to, the General
Partner or its Affiliates described in the foregoing provisions of this Section 5.5 and
the other express provisions of this Agreement, (d) the foregoing provisions of this
Section 5.5 and the other express provisions of this Agreement shall determine the
standards by which the performance of the obligation or duty of care owed by the General
Partner and its Affiliates under Section 4.04(c) of the Texas Revised Partnership Act is
to be measured and (iii) the activities, standards and provisions described or referred to
in subsections (i) and (ii) of this sentence are not manifestly unreasonable.

Section
5.6     Contracts with Affiliates. The Partnership may enter into contracts and
agreements with the General Partner and any of its Affiliates for the rendering of
services and the sale and lease of supplies, equipment and personnel on such
arms-length terms that are no less favorable to the Partnership than those available
from unrelated third parties. The Partnership is specifically authorized to enter into a
Management Agreement in accordance with Section 5.1(d).

Section
5.7     Reimbursement of General Partner. The Partnership shall pay or reimburse
to the General Partner, as a Partnership expense, all reasonable direct costs and expenses
incurred by the General Partner in managing and conducting the business and affairs of the
Partnership, including, without limitation, (i) all costs and expenses incurred in any
business of the Partnership, (ii) secretarial, telephone, office rent and other office
expenses, (iii) salaries and other compensation expenses of employees, officers and
directors, (iv) other administrative expenses, (v) travel expenses, (vi) legal and
accounting costs and expenses and (vii) expenses incurred in providing or obtaining such
other professional, technical, administrative services and advice as the General Partner
may deem necessary or desirable. The General Partner may utilize the services of any of
its Affiliates or the Affiliates of Sinclair in the course of conducting the business and
affairs of the Partnership, and the Partnership may pay, and any such Affiliate shall be
entitled to receive, a reasonable fee for any services performed at the request of the
General Partner for the Partnership. However, no such fee shall include any allocation of
such Affiliates direct or indirect overhead expense. The General Partner shall
determine which expenses are allocable to the Partnership in a manner which is fair and
reasonable to the General Partner and the Partnership, and if such allocation is made by
the General Partner in good faith it shall be conclusive in the absence of manifest error.

Section
5.8     Insurance. The General Partner shall acquire and maintain for the
Partnership at the Partnerships expense insurance covering such risks and in such
amounts as the General Partner shall from time to time determine to be necessary or
appropriate.

Section
5.9     Tax Elections. The General Partner shall make such tax elections on
behalf of the Partnership as it shall deem appropriate in its sole discretion; provided,
however, that no Partner shall elect to have the Partnership be treated as anything other
than a partnership for federal income tax purposes. The General Partner shall make an
election under Section 754 of the Internal Revenue Code to give Emmis the benefit of a
step-up in basis in the Partnerships assets in connection with its admission as a
Partner. The General Partner shall elect a fiscal year ending February 28 as the
Partnerships fiscal year.

Section
5.10     Tax Returns. The General Partner shall prepare or cause to be prepared
and timely file all federal, state and local income and other tax returns and reports as
may be required as a result of the business of the Partnership.

Section
5.11     Tax Matters Partner. The General Partner shall be designated the tax
matters partner under Section 6231 of the Internal Revenue Code. The General Partner is
authorized to take such actions and to execute and file all statements and forms on behalf
of the Partnership which may be permitted or required by the applicable provisions of the
Internal Revenue Code or Treasury Regulations issued thereunder. The General Partner shall
have full and exclusive power and authority on behalf of the Partnership to represent the
Partnership (at the Partnerships expense) in connection with all examinations of the
Partnerships affairs by tax authorities, including resulting administrative and
judicial proceedings, and to expend Partnership funds for professional services and costs
associated therewith. Such power and authority shall include, without limitation, the
power and authority to extend the statute of limitations, file a request for
administrative adjustment, file suit concerning any Partnership tax matter, and to enter
into a settlement agreement relating to any Partnership tax matter.

Section
5.12     Withdrawal by the General Partner. The General Partner shall not
voluntarily withdraw from the Partnership.

Section
5.13     Certain Decisions.

(a)     Unless
otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists
or arises between the General Partner, on the one hand, and the Partnership or the Limited
Partners, on the other hand, or (ii) whenever this Agreement provides that the General
Partner shall act in a manner which is or provide terms which are fair and are reasonable
to the Partnership or the Limited Partners, the General Partner shall resolve such
conflict of interest, take such action or provide such terms considering, in each case,
the relative interests of each party to such conflict, agreement, transaction or situation
and the benefits and burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting practices or
principles, and in the absence of bad faith by the General Partner, the resolution, action
or terms so made, taken or provided by the General Partner shall not constitute a breach
of this Agreement or a breach of any standard of care or duty imposed herein or under the
Act or any other applicable law, rule or regulation. Unless otherwise expressly provided
in this Agreement, any provision contained herein shall control to the fullest extent
possible if it is in conflict with such standard of care or duty, the Act or any other
applicable law, rule or regulation; and each Partner hereby waives such standard of care
or duty under the Act and such applicable law, rule or regulation and agrees that the same
shall be modified and/or waived to the extent necessary to permit the General Partner to
act as described above and to give effect to the foregoing provisions of this
Section 5.13.

(b)     Whenever
in this Agreement the General Partner is permitted or required to make a decision (i) in
its sole discretion or discretion, or under a grant of similar
authority or latitude, the General Partner shall be entitled to consider only such
interests and factors as it desires and shall have no duty or obligation to give any
consideration to any interests or factors affecting the Partnership or the Limited
Partners or (ii) in good faith or under another express standard, the General
Partner shall act under such express standard and shall not be subject to any other or
different standards imposed by this Agreement or under the Act or any other applicable
law, rule or regulation. Each Partner hereby consents and agrees that the General Partner
may so act, waives any standard of care or duty imposed in this Agreement or under the Act
or any other applicable law, rule or regulation, waives the rights and protection provided
and afforded thereby, and agrees that the same shall be modified and/or waived to the
extent necessary to permit the General Partner to act as described above and to give
effect to the foregoing provision of this Section 5.13.

(c)     The
Limited Partners hereby expressly agree that (i) the duty of loyalty owed by the General
Partner under Section 4.04(b) of the Texas Revised Partnership Act shall not be violated
by the types or categories of activities of, and standards applicable to, the General
Partner or its Affiliates described in the foregoing provisions of this Section 5.13 and
the other express provisions of this Agreement, (ii) the foregoing provisions of this
Section 5.13 and the other express provisions of this Agreement shall determine the
standards by which the performance of the obligation or duty of care owed by the General
Partner and their Affiliates under Section 4.04(c) of the Texas Revised Partnership Act is
to be measured and (iii) the activities, standards and provisions described or referred to
in subsections (i) and (ii) of this sentence are not manifestly unreasonable.

# ARTICLE VI

# Rights of Limited
Partners

Section
6.1     Rights of Limited Partners. Each of the Limited Partners shall have the
right to: (a) have the Partnership books and records (including, without limitation, those
required under the Act) kept at the principal United States office of the Partnership and
at all reasonable times to inspect and copy any of them at the sole expense of such
Limited Partner; (b) have on demand true and full information of all things affecting the
Partnership and a formal account of Partnership affairs whenever circumstances render it
just and reasonable; (c) have dissolution and winding up of the Partnership by decree of
court as provided for in the Act; and (d) exercise all rights of a limited partner under
the Act (except to the extent otherwise specifically provided herein). The Limited
Partners acknowledge that they may receive information regarding the Partnership in the
nature of trade secrets or that otherwise is confidential, the release of which may be
damaging to the Partnership. Each Limited Partner shall hold in strict confidence any
information it receives regarding the Partnership and will not disclose it to any person
other than another Limited Partner, except for disclosures (1) compelled by law (but the
Limited Partner must notify the General Partner promptly of any request for that
information, before disclosing it, if practicable), (2) to advisors or representatives of
the Limited Partner who have agreed to be bound by the provisions hereof or (3) of
information that Limited Partner also has received from a source independent of the
Partnership that the Limited Partner reasonably believes obtained that information without
breach of any obligation of confidentiality. The Limited Partners acknowledge that breach
of the provisions of this Section 6.1 may cause irreparable injury to the Partnership for
which monetary damages are inadequate, difficult to compute, or both. Accordingly, the
Limited Partners agree that the provisions of this Section 6.1 may be enforced by specific
performance.

Section
6.2     Limitations on Limited Partners. The Limited Partners (in their
respective capacities as Limited Partners of the Partnership) shall not: (a) be permitted
to take part in the business or control of the business or affairs of the Partnership; (b)
have any voice in the management or operation of any Partnership property; or (c) have the
authority or power to act as agent for or on behalf of the Partnership or any other
Partner, to do any act which would be binding on the Partnership or any other Partner, or
to incur any expenditures on behalf of or with respect to the Partnership. No Partner
shall hold out or represent to any third party that the Limited Partners have any such
power or right or that the Limited Partners are anything other than limited
partners in the Partnership.

Section
6.3     Liability of Limited Partners. The Limited Partners shall not be liable
for the debts, liabilities, contracts or other obligations of the Partnership except (a)
for any unpaid Capital Contributions agreed to be made by a Partner, (b) to the extent of
the Limited Partners share of the assets (including undistributed revenues) of the
Partnership and (c) as otherwise provided in the Act.

Section
6.4     Withdrawal and Return of Capital Contributions. No Limited Partner shall
be entitled to (a) withdraw from the Partnership except upon the assignment by such
Limited Partner of all of its interest in the Partnership in accordance with Section 9.1,
or (b) the return of its Capital Contributions except to the extent, if any, that
distributions made pursuant to the express terms of this Agreement are or may be
considered as such by law or upon dissolution and liquidation of the Partnership,and then only to the extent expressly provided for in this Agreement and as permitted
by law.

# ARTICLE VII

# Books, Reports and
Meetings

Section
7.1     Capital Accounts; Books and Records.

(a)     The
General Partner shall keep books of account for the Partnership in accordance with the
terms of this Agreement. Such books shall be maintained at the principal office of the
Partnership.

(b)     An
individual capital account (a Capital Account)shall be
maintained by the Partnership for each Partner as provided below:

| | (i)       
               The Capital Account of each Partner shall, except as otherwise provided herein,
               be (A) credited with the amount of any cash contributed to the Partnership by
               such Partner; (B) credited with the fair market value of any property
               contributed to the Partnership by such Partner (net of liabilities secured by
               such contributed property that the Partnership is considered to assume or take
               subject to under Section 752 of the Internal Revenue Code), (C) credited with
               the amount of any item of taxable income or gain and the amount of any item of
               income or gain exempt from tax allocated to such Partner for federal income tax
               purposes, (D) debited by the amount of any item of deduction or loss allocated
               to such Partner for federal income tax purposes, (E) debited by such
               Partners allocable share of expenditures described in Section 705(a)(2)(B)
               of the Internal Revenue Code, and (F) debited by the amount of cash or the fair
               market value of any property distributed to such Partner (net of liabilities
               secured by such distributed property that such Partner is considered to assume
               or take subject to under Section 752 of the Internal Revenue Code).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               Any adjustments of basis of Partnership property provided for under Sections 734
               and 743 of the Internal Revenue Code and comparable provisions of state law
               (resulting from an election under Section 754 of the Internal Revenue Code or
               comparable provisions of state law) shall not affect the Capital Accounts of the
               Partners, except to the extent required by Treasury Regulation Section
               1.704-1(b)(2)(iv)(m), and the Partners Capital Accounts shall be debited
               or credited pursuant to the terms of this Section 7.1(b) as if no such election
               had been made.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               Capital Accounts shall be adjusted, in a manner consistent with this Section
               7.1(b), to reflect any adjustments in items of Partnership income, gain, loss or
               deduction that result from amended returns filed by the Partnership or pursuant
               to an agreement by the Partnership with the Internal Revenue Service or a final
               court decision.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               In the case of property contributed to the Partnership by a Partner, the
               Partners Capital Accounts shall be debited or credited in accordance with
               Treasury Regulation Section 1.704-1(b)(2)(iv)(g) for items of depreciation, cost
               recovery, amortization, and gain or loss with respect to such property computed
               in the same manner as such items would be computed if the adjusted tax basis of
               such property were equal to its fair market value on the date of the
               contribution of the property to the Partnership, in lieu of the adjustments to
               the Capital Accounts otherwise provided in this Section 7.1(b) for such items.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               It is the intention of the Partners that the Capital Accounts of each Partner be
               kept in the manner required under Treasury Regulation Section 1.704-1(b)(2)(iv).
               To the extent any additional adjustment to the Capital Accounts is required by
               such Regulation, the General Partner is hereby authorized to make such
               adjustment after notice to the Partners.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
7.2     Bank Accounts. The General Partner shall cause one or more accounts to be
maintained in a bank (or banks) which is a member of the Federal Deposit Insurance
Corporation, which accounts shall be used for the payment of the expenditures incurred by
the Partnership in connection with the business of the Partnership, and in which shall be
deposited any and all receipts of the Partnership. The General Partner shall determine the
number of and the persons who will be authorized as signatories on each such bank account.
The General Partner may invest the Partnership funds in such money market accounts or
other investments as the General Partner shall determine to be necessary or appropriate.

Section
7.3     Reports. The Partnership shall deliver to the Partners (i) annually,
within 135 days after the end of each fiscal year of the Partnership, financial statements
as of the end of and for such fiscal year which have been audited by a public accounting
firm selected by the General Partner, (ii) monthly, within 30 days after the end of
the preceding month, an unaudited income statement and an unaudited balance sheet as of
the end of and for the preceding month and (iii) such other reports and financial
statements as the General Partner shall determine from time to time or as a Limited
Partner shall reasonably request.

# ARTICLE VIII

# Dissolution,
Liquidation and Termination

Section
8.1     Dissolution. The Partnership shall be dissolved upon
the occurrence of any of the following:

(a)       
          The fifty (50) year anniversary of the date hereof.

(b)       
provided for in the Act.

(c)            The
consent in writing of the General Partner and all the Limited Partners.

(d)            The
occurrence of any event which, under the Act, causes the dissolution of a limited
partnership.

Section
8.2     Reconstitution. Upon the dissolution of the Partnership as a result of an
event described in Section 8.1(b) or 8.1(d) or, to the extent permitted under the Act, the
Partnership may be reconstituted and its business continued without being wound up as
provided in Section 8.03 of the Act, and the provisions of Section 6.02 of the Act shall
be applicable.

Section
8.3     Liquidation and Termination. Upon dissolution of the Partnership, unless
reconstituted under Section 8.2, the General Partner or, if the withdrawal of the General
Partner caused the dissolution of the Partnership, a person selected by any group of
Limited Partners whose combined Sharing Ratios are greater than 50%, shall act as
liquidator or shall appoint one or more liquidators who shall have full authority to wind
up the affairs of the Partnership and make final distribution as provided herein. The
liquidator shall continue to operate the Partnership properties with all of the power and
authority of the General Partner (including without limitation the power to sell all or
substantially all of the assets of the Partnership as provided in Section 5.1). The steps
to be accomplished by the liquidator are as follows:

(a)     As
promptly as possible after dissolution and again after final liquidation, the liquidator,
if requested by any Partner, shall cause a proper accounting to be made by the
Partnerships independent accountants of the Partnerships assets, liabilities
and operations through the last day of the month in which the dissolution occurs or the
final liquidation is completed, as appropriate.

(b)     The
liquidator shall pay all of the debts and liabilities of the Partnership (including all
expenses incurred in liquidation) or otherwise make adequate provision therefor (including
without limitation the establishment of a cash escrow fund for contingent liabilities in
such amount and for such term as the liquidator may reasonably determine). After making
payment or provision for all debts and liabilities of the Partnership and after making
adjustments for all profits, losses and distributions for the taxable year, the
Partners Capital Accounts shall then be adjusted by (i) assuming the sale of all
remaining assets of the Partnership for cash at their respective fair market values (as
determined by an appraiser selected by the liquidator) as of the date of termination of
the Partnership and (ii) debiting or crediting each Partners Capital Account with
its respective share of the hypothetical gains or losses resulting from such assumed sales
in the same manner as each such Capital Account would be debited or credited with gains or
losses on actual sales of such assets. The liquidator shall then by payment of cash or
property (valued as of the date of termination of the Partnership at its fair market value
by the appraiser selected in the manner provided above) distribute to the Partners such
amounts as are required to pay the positive balances of their respective Capital Accounts.
Such a distribution shall be in cash or in kind as determined by the liquidator. The
liquidator shall have authority to either (A) sell all or a portion of the
Partnerships assets and distribute the net proceeds or (B) distribute the
Partnerships assets to the Partners in such manner as the liquidator may deem
appropriate. Any distribution to the Partners in liquidation of the Partnership shall be
made by the later of either the end of the taxable year in which the liquidation occurs or
90 days after the date of such liquidation. For purposes of the preceding sentence, the
term liquidation shall have the same meaning as set forth in Treasury
Regulation § 1.704-1(b)(2)(ii) as in effect at such time. Each Partner shall have the
right to designate another person to receive any property which otherwise would be
distributed in kind to that Partner pursuant to this Section 8.3.

(c)     Except
as expressly provided herein, the liquidator shall comply with any applicable requirements
of the Act and all other applicable laws pertaining to the winding up of the affairs of
the Partnership and the final distribution of its assets.

(d)     Notwithstanding
any provision in this Agreement to the contrary, no Partner shall be obligated to restore
a deficit balance in its Capital Account at any time.

The
distribution of cash and/or property to the Partners in accordance with the provisions of
this Section 8.3 shall constitute a complete return to the Partners of their Capital
Contributions and a complete distribution to the Partners of their interest in the
Partnership and all Partnership property.

# ARTICLE IX

# Assignments of
Interests

Section
9.1     Restrictions on Transfer.

(a)     No
Partner, any spouse of any Partner who is a natural person, any executor, administrator,
guardian or other personal representative of any natural person who has become deceased or
subject to disability of any Partner, or any legal representative, agent or assignee of
any Partner or any spouse of any Partner who is a natural person, as the case may be,
shall, directly or indirectly, sell, transfer, assign, make gifts of, or in any manner
dispose of or alienate (Transfer) any Partnership Interest in the
Partnership or membership interest in the Partnerships general partner
(collectively, the Ownership Units), or any right or interest therein,
to any person without the prior written consent of each of the other Partners (which
consent may be withheld by such Partners in their sole and absolute discretion) unless (i)
the Transfer is of a Partners entire interest in its entire Ownership Unit to a
single transferee, and (ii) the Transfer made in accordance with this Article IX. A
Partner may pledge or otherwise grant a security interest in its Partnership Interest or
Ownership Units, or anyright or interest therein, but any transfer of such
Partnership Interest or Ownership Units in realization or satisfaction of such pledge or
security interest is a Transfer within the meaning of this Section 9.1 and subject to this
Article IX.

(b)     Anything
in this Agreement to the contrary notwithstanding, no Transfer of an Ownership Unit
otherwise permitted or required by this Agreement shall be made unless such Transfer is in
compliance with federal and state securities laws, including without limitation the
Securities Act. In connection with any Transfer or proposed Transfer of an Ownership Unit,
if requested by the Partnership, before such Transfer the holder of such an Ownership Unit
proposing to effect such Transfer shall provide to the Partnership either (i) a written
opinion of legal counsel who shall be reasonably satisfactory to the Partnership,
addressed to the Partnership and satisfactory in form and substance to the Partnership, to
the effect that the proposed Transfer of an Ownership Unit may be effected without
registration under the Securities Act and applicable state securities laws, or (ii) a
no-action letter from the staff of the SEC to the effect that the distribution
of such securities without registration under the Securities Act will not result in a
recommendation by the staff of the SEC that action be taken in respect thereof, or a
combination of (i) and (ii) hereof.

(c)     Anything
in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing
by each of the Partners, no Transfer of an Ownership Unit otherwise permitted or required
by this Agreement shall be effective unless and until the transferee (and such
transferees spouse, if applicable) shall execute and deliver to the Partnership an
Addendum Agreement in the form attached hereto as Exhibit A (an Addendum
Agreement) in which such transferee (and such transferees spouse, if
applicable) agrees to be bound by this Agreement and to observe and comply with this
Agreement and with all obligations and restrictions imposed on Partners hereby. Each
person to whom a Transfer of an Ownership Unit is permitted by this Agreement, who
receives a Transfer of an Ownership Unit during the term of the Partnership, and who
agrees in writing to be bound by the provisions hereof, shall thereafter become a
Partner for all purposes of this Agreement.

(d)     Transfers
of an Ownership Unit may only be made in strict compliance with all applicable terms of
this Agreement, and any purported Transfer of an Ownership Unit that does not so comply
with all applicable provisions of this Agreement shall be null and void and of no force or
effect, and the Partnership shall not recognize nor be bound by any such purported
Transfer and shall not effect any such purported Transfer on the transfer books of the
Partnership.

(e)     Notwithstanding
anything in this Agreement to the contrary, the General Partner shall not transfer its
Partnership Interest.

(f)     Notwithstanding
anything to the contrary in this Agreement or in the Regulations, (i) prior to expiration
of the two (2) year period commencing on the date of this Agreement, (A) Sinclair shall
not Transfer its Ownership Interest in whole or in part to Emmis or to any third party,
and (B) Emmis shall not purchase or otherwise acquire Sinclairs Ownership Interest
in whole or in part. This Section 9.1(f) shall not be amended, modified, terminated,
waived or restated unless written notice thereof is given to The LBJ Holding Company at
its address at 114 West 7th Street, Austin, Texas 78701, Attention: President.

Section
9.2     Specific Performance. Each Partner acknowledges that it shall be
impossible to measure in money the damage to the Partnership or the Partner(s), if any
Partner or any transferee or any legal representative of any Partner fails to comply with
any of the restrictions or obligations imposed by this Article IX, that every such
restriction and obligation is material, and that in the event of any such failure, the
Partnership or the Partner(s) shall not have an adequate remedy at law or in damages.
Therefore, each party hereto consents to the issuance of an injunction or the enforcement
of other equitable remedies against such Partner at the suit of an aggrieved party without
the posting of any bond or other security, to compel specific performance of all of the
terms of this Article IX and to prevent any disposition of an Ownership Unit in
contravention of any terms of this Article IX, and waives any defenses thereto, including,
without limitation, the defenses of: (i) failure of consideration; (ii) breach of any
other provision of this Agreement; and (iii) availability of relief in damages.

Section
9.3     Partners of Record, Related Matters. The Partnership and the General
Partner will be entitled to consider the owner of a Partnership Interest as set forth in
the records of the Partnership as the absolute owner thereof for all purposes. Neither the
Partnership nor the General Partner will incur any liability for distributions of cash or
other property made in good faith to the owner of a Partnership Interest until such time
as a written assignment of such Partnership Interest and an Addendum Agreement has been
received and accepted by the Partnership and such assignment has been recorded on the
books of the Partnership. The Partnership and the General Partner may refuse to accept a
purported assignment of a Partnership Interest until the end of the next succeeding
quarterly or annual accounting period. No Partner shall under any circumstances Transfer a
Partnership Interest to a minor or incompetent or any other person not qualified to become
a Partner pursuant to this Agreement. In no event will any purported Transfer of any
Partnership Interest, by operation of law or otherwise, require the Partnership or the
General Partner to account to more than one person with respect to such transferred
Ownership Unit. In the event of a permitted Transfer of a Partnership Interest by a
Partner, allocations between the assignor and assignee of deductions, credits and income
of the Partnership for federal, state and local income tax purposes shall be based on the
portion of the year during which the assignor and assignee each owned such transferred
Ownership Unit.

Section
9.4     Call Option.

(a)     At
any time on or after the First Call Date (as defined below), Emmis may elect to purchase
Sinclairs entire Ownership Unit (or the entire Ownership Unit of each transferee of
Sinclair, if Sinclair has voluntarily or involuntarily transferred its Ownership Unit) by
providing written notice (the Call Notice) of its intent to exercise
its rights under this Section 9.4.

(b)     The
purchase price for a purchase pursuant to this Section 9.4 will equal the sum of:

|(i) |  | 49.9% of the amount calculated by multiplying 18 times EBITDA (as defined below)
               for the 12 consecutive calendar month period immediately prior to the date Emmis
               exercises its right of purchase under this Section 9.4 by providing the Call
               Notice;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | plus
| | ----

|(ii) |  | Sinclairs Net Additional Capital and Additional Capital Return Amount, if
               any, as of the closing date of Emmis acquisition of the Sinclair Ownership
               Unit pursuant to this Section 9.4;
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | plus
| | ----

|(iii) |  | 49.9% of the Available Cash, if any, as of the last end of the month occurring
               not less than 30 days prior to the closing date for the acquisition;
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | minus
| | -----

|(iv) |  | 49.9% of the outstanding balance of any Partnership indebtedness for borrowed
               money as of the closing date of Emmis acquisition of the Sinclair
               Ownership Unit pursuant to this Section 9.4.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | minus
| | -----

|(v) |  | 49.9% of Emmis Net Additional Capital and Additional Capital Return
               Amount, if any, as of the closing date of Emmis acquisition of the
               Sinclair Ownership Unit pursuant to this Section 9.4.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For purposes of determining the
purchase price under this Section 9.4(b), EBITDA for any period will
mean the Partnerships net income for such period (as determined in accordance with
accounting principles generally accepted in the United States applied in a manner
consistent with the preparation of Emmis audited financial statements) after
adjusting such net income to (I) add back interest on indebtedness (including investment
interest), income taxes, loss on sale or other disposition of fixed assets,depreciation and amortization, (II) subtract investment income and gain on sale or
other disposition of fixed assets, and (III) eliminate extraordinary items and the
cumulative effect of changes in accounting principles.

(c)     For
purposes of this Section 9.4, the First Call Date is the later of:

|(i) |  | January
1, 2008; or
|--- |  | -------------------

|(ii) |  | January 1, 2009, if on or before the date in Section 9.4(c)(i) Emmis receives
          written notice from Sinclair of Sinclairs election to delay the First Call
          Date pursuant to this Section 9.4(c)(ii).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
9.5     Right of First Refusal; Tag-Along; Involuntary Transfer Option.

(a)     Subject
to compliance with Section 9.1, if a Limited Partner (the Receiving
Partner) receives a bona fide written offer from a third party other than an
Affiliate of the Receiving Partner (the Buyer) to purchase all or part
of its Ownership Unit or all or a part of its Partnership Interest and the Receiving
Partner desires to accept such offer, the Receiving Partner shall, as a condition
precedent to its right to do so, by notice in writing, inform the other Limited Partner or
Limited Partners (the Other Partners) of the receipt of such offer, the
identity of the Buyer, the offered price (the Specified Price) for the
Ownership Unit or Partnership Interest, as applicable, that are the subject of such offer
(the Offered Interest) and all other terms and conditions of such offer
and shall (i) offer to sell to the Other Partners their Proportionate Share of the Offered
Interest, and (ii) include the binding offer of the Buyer to purchase a Proportionate
Share of the Other Partners Ownership Units (the Tag-Along
Interest), in each case at the Specified Price (applied proportionately based on
the applicable Sharing Ratios) and on the same terms offered by the Buyer. Each Other
Partner, at its option, shall have the right, but not the obligation, either to (A)
purchase its Proportionate Share of such Offered Interest at the Specified Price or (B)
sell the Tag-Along Interest at its pro rata share of the Specified Price to the Buyer, and
shall give notice in writing to the Partnership and the Receiving Partner within thirty
(30) days of the Other Partners receipt of such offer of its election. If one or
more of the Other Partners declines to purchase its Proportionate Share of the Offered
Interest, the Receiving Partner shall notify the Other Partners who elected to purchase
their Proportionate Share of the declining Other Partners election, and such Other
Partners shall have ten (10) days from their receipt of this notice to notify the
Receiving Partner of their election to purchase their Proportionate Share of the Ownership
Units or Partnership Interests the declining Other Partner declined to purchase. This
procedure shall continue until (i) the Other Partners have elected to purchase all of the
Offered Interest or (ii) all of the Offered Interest has been so offered to the Other
Partners and the Other Partners collectively have not elected to purchase all of the
Offered Interest.

(b)     If,
following the procedures set forth in Section 9.5(a), the Other Partners elect not to
purchase all of the Offered Interest so offered for sale (with a failure to notify the
Receiving Partner of the election to purchase within the 30-day or 10-day, as applicable,
period specified in Section 9.5(a) being deemed an election not to purchase), the
Receiving Partner shall (subject to Section 9.5(a)), during a three-month period
commencing after the expiration of such 30-day period, be free to sell that portion of the
Offered Interest not purchased by the Other Partners to the Buyer, on the terms and
provisions specified in its original notice of intention, and if such portion of the
Offered Interest is not so disposed of within such three-month period, the Receiving
Partner shall continue to own and hold such Offered Interest, and its remaining Ownership
Unit subject to the terms and provisions of this Agreement.

(c)     No
Other Partner shall be entitled to sell its Tag-Along Interest unless the Other Partners
collectively do not, following the procedures set forth in Section 9.5(a), purchase all of
the Offered Interest. If the Other Partners do not purchase all of the Offered Interest,
any of the Other Partners may elect to sell its Tag-Along Interest to the Buyer pursuant
to this Section 9.5. Any Other Partner so electing shall (i) furnish to the Receiving
Partner such information as the Receiving Partner shall reasonably request and otherwise
cooperate with the Receiving Partner in order to facilitate the sale and (ii) agree to pay
(or reimburse to the Receiving Partner) a portion of all expenses incurred by the
Receiving Partner, including without limitation, filing fees, if any, and the fees and
disbursements of professionals and experts retained by the Receiving Partner in connection
with such sale, equal to the aggregate of such expenses multiplied by a fraction, the
numerator of which is the percentage of all of the Ownership Unit represented by the
Tag-Along Interest and the denominator of which is the sum of the percentage of the
Ownership Unit represented by the Offered Interest and the Tag-Along Interest. All such
expenses shall be paid or reimbursed on demand against presentation to the Other Partners
of invoices therefor.

(d)     Upon
the bankruptcy, dissolution, death, adjudication of incompetence or other similar event of
a Partner or a foreclosure or other realization of a pledge or other security interest
which results in an involuntary transfer of the Partners Partnership Interest, the
other Limited Partner or Limited Partners shall have an irrevocable option to purchase the
entire Ownership Unit of the transferring Partner, exercisable within 30 days after
receipt by such other Limited Partner or Limited Partners of actual notice of the event
giving rise to the involuntary transfer. The purchase price for any purchase pursuant to
this Section 9.5(d) shall be calculated in the manner provided in Section 9.4(b), except
that (i) in the case of a purchase of Emmis Ownership Unit, all references to 49.9%
will be deemed to be 50.1%, the reference in Section 9.4(b)(iii) to Sinclairs Net
Additional Capital and Additional Capital Return Amount will be deemed to be to
Emmis Net Additional Capital and Additional Capital Return Amount and the reference
in Section 9.4(b)(v) to Emmis Net Additional Capital and Additional Capital Return
Amount will be deemed to be to Sinclairs Net Additional Capital and Additional
Capital Return Amount, and (ii) in the case of the purchase of a partial Ownership Unit as
a result of realization on a pledge, the total purchase price will be pro rated based on
the portion of the Ownership Unit purchased.

Section
9.6     Closings.

(a)     Location
and Time Periods. The closing of any sale of any (i) Ownership Units pursuant to
Section 9.4 of this Agreement; (ii) Offered Interest pursuant to Section 9.5 of this
Agreement; or (iii) Tag-Along Interest pursuant to Section 9.5 of this Agreement (each
event individually referred to herein as a Closing)shall be
held at the principal offices of the Partnership, unless otherwise mutually agreed, and
(A) in the instance of a sale of any Ownership Units pursuant to Section 9.4 of this
Agreement, on a mutually acceptable date not more than, sixty (60) days after the receipt
by Sinclair of the notice of election to purchase by Emmis, or (B) in the instance of a
sale of any Offered Interest or Tag-Along Interest pursuant to Section 9.5 of this
Agreement, on a date mutually acceptable by the Partners not more than fifteen (15) days
following the expiration of the last thirty (30) day or ten (10) day, as applicable,
period specified in Section 9.5 of this Agreement; provided, however, that the sixty (60)
day period referenced in clause (A) and the fifteen (15) day period referenced in clause
(B) may be extended if the sole reason for such extension is the need to obtain regulatory
consent to or approval for any such sale from the Federal Communications Commission under
the Communications Act of 1934, as amended, and any such extension shall be limited to the
shortest period of time within which such regulatory consent or approval may be obtained
without undue expense or effort. Following the date of Closing, any Partner selling any
Ownership Units pursuant to this Article IX shall have no further rights to any
distributions in respect of the Ownership Units thus sold (whether or not such
distributions relate to income realized prior to or after the date of the Closing) and all
such rights shall vest in the party purchasing such Ownership Units. As of the effective
date of any transfer permitted hereunder by any Partner selling any Ownership Units
pursuant to this Article IX of all of such Partners Ownership Units being
transferred under this Article IX, such selling Partners rights and obligations
hereunder shall terminate except as to the provisions of this Agreement that specifically
survive a Partners withdrawal. The purchase price payable by the party purchasing
such Ownership Units pursuant to this Article IX upon its purchase of any Ownership Units
pursuant to this Article IX shall be paid in cash in full at the Closing.

(b)     Closing
Adjustments. At the Closing, any closing adjustments which are then usual and
customary shall be made between the purchasing party and the selling party as of the date
of Closing. The price to be paid for the selling Partners Ownership Unit with
respect to a purchase under Section 9.5(a) also shall be adjusted by the following: (i)
the aggregate amount of all additional capital contributions, made by the selling Partner
with respect to the transferred Ownership Unit between the date as of which the price for
such interest was established and the date of the Closing and (ii) the aggregate amount of
all distributions made to the selling Partner with respect to the transferred Ownership
Unit during such period. Any Limited Partner transferring its Ownership Unit shall
transfer such interest free and clear of any liens, encumbrances or any interests of any
third party and shall execute or cause to be executed any and all documents required to
fully transfer such interest to the acquiring Partner, including, but not limited to, any
documents necessary to evidence such transfer, and all documents required to release any
interest of a Partners spouse or any other party who may claim an interest in such
Partners Ownership Unit. Any monetary default by the selling Partner must be cured
out of the proceeds from such sale at the Closing. The Partnership shall use reasonable
efforts (at no cost to the Partnership other than incidental transaction costs such as
attorneys fees for reviewing proposed release documents) to obtain the release of
the transferring Partner from any liability for Partnership indebtedness or obligations.

(c)     Foreign
Person Affidavit or Withholding Certificate. At the Closing the selling Partner shall
deliver to the purchasing Partner either (i) an affidavit in the form specified in the
Treasury Regulations Section 1.1445-2(b)(2)(iii) or otherwise in form satisfactory to the
purchasing Partner, that the selling Partner is not a foreign person within
the meaning of Section 1445(e)(3) of the Internal Revenue Code or other provision of law,
or (ii) a withholding certificate issued by the Internal Revenue Service pursuant to
Section 1445 of the Internal Revenue Code. If the selling Partner fails to deliver such an
affidavit or certificate, or if the purchasing Partner has actual knowledge that any such
affidavit is not accurate, or if the certificate delivered by the selling Partner
indicates that withholding is required, the purchasing Partner may deduct and withhold
from the purchase price for the Ownership Unit the percentage of the purchase price
required by Section 1445 of the Internal Revenue Code and the amount so withheld shall be
deemed to have been paid by the purchasing Partner as part of the purchase price. If any
sums are withheld pursuant to this provision, the purchasing Partner shall remit the sums
so withheld to and file the required forms with the Internal Revenue Service or other
applicable government agency and, in the event of any claimed over-withholding, the
selling Partner shall be limited to an action against the Internal Revenue Service or
other applicable government agency for refund and hereby waives any claim or right of
action against the purchasing Partner on account of such withholding.

# ARTICLE X

# Miscellaneous

Section
10.1     Notices. All notices, elections, demands or other communications required
or permitted to be made or given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if given by (a) personal delivery, (b) United
States mail, or (c) expedited delivery service with proof of delivery, addressed to the
respective addressee(s). Any Partner may change its address by giving notice in writing to
the other Partners of its new address. In addition, any method of notice permitted under
the Regulations will be deemed effective notice under this Agreement, and any notice
address provided under the Regulations with respect to a Partner shall be used when giving
notice under this Agreement.

Section
10.2     Amendment. This Agreement may be changed, modified or amended only by an
instrument in writing executed by the General Partner and all the Limited Partners.

Section
10.3     Partition. Each of the Partners hereby irrevocably waives for the term of
the Partnership any right that such Partner may have to maintain any action for partition
with respect to the Partnership property.

Section
10.4      Entire Agreement. This Agreement and the General Partner Regulations,
together, constitute the full and complete agreement of the parties hereto with respect to
the subject matter hereof.

Section
10.5     Severability. Every provision in this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the remainder
of this Agreement.

Section
10.6     No Waiver. The failure of any Partner to insist upon strict performance
of a covenant hereunder or of any obligation hereunder, irrespective of the length of time
for which such failure continues, shall not constitute a waiver of such Partners
right to demand strict compliance in the future. No consent or waiver, express or implied,
to or of any breach or default in the performance of any obligation hereunder shall
constitute a consent or waiver to or of any other breach or default in the performance of
the same or any other obligation hereunder.

Section
10.7     Applicable Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and interpreted, construed and enforced in
accordance with the laws of the State of Texas, without regard to principles of conflicts
of laws thereof.

Section
10.8      Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns; provided, however, that no Partner may sell, assign, transfer or
otherwise dispose of all or any part of its rights or interest in the Partnership or under
this Agreement except in accordance with Article IX.

Section
10.9     Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be an original and all of which shall constitute but one and the same
document.

Section
10.10.....Dispute Resolution.

(a)     Any
dispute arising between or among Partners out of or relating to this Agreement shall be
resolved in accordance with the procedures specified in this Section 10.10, which shall be
the sole and exclusive procedures for the resolution of any such disputes.

(b)     The
Partners shall attempt in good faith to resolve any dispute arising out of or relating to
this Agreement promptly by negotiation between executives or other persons who have
authority to settle the dispute. Any Partner may give any other Partner or Partners
written notice of any dispute not resolved in the normal course of business (a
Dispute Notice). Within 15 days after delivery of the Dispute Notice,
the receiving Partner or Partners shall submit to the sending Partner a written response.
The Dispute Notice and the response each shall include (i) a statement of each such
Partners position and a summary of arguments supporting that position, and (ii) the
name and title of the executive or other representative who will represent that Partner
and the name of any other person who will accompany the executive or other representative
at the meeting or meetings hereinafter contemplated in this Section 10.10. Within 30 days
after delivery of the Dispute Notice, the executives or other representatives of the
Partners involved in or parties to the related dispute shall meet at a mutually acceptable
time and place, and thereafter as often as they mutually deem necessary, to attempt to
resolve the dispute. All reasonable requests for information made by one Partner to the
other shall be honored in a timely manner.

(c)     If
a dispute has not been resolved within 45 days after delivery of the related Dispute
Notice, or if the Partners involved in or parties to such dispute fail to meet within 30
days after delivery of the Dispute Notice, any of such Partners may initiate arbitration
of the dispute in the manner hereinafter provided.

(d)     Any
dispute arising between or among Partners out of or relating to this Agreement or the
breach, termination or validity of any provision hereof, which has not been resolved by
the non-binding procedure hereinabove provided within 45 days after delivery of the
related Dispute Notice, shall be settled by arbitration in accordance with the then
current rules of the American Arbitration Association by a sole independent and impartial
arbitrator, which arbitrator shall be appointed by mutual agreement of the Partners that
are involved in or parties to the dispute or, if they fail to do so within 90 days after
delivery of the Dispute Notice as provided herein, the Chief Judge of the United States
District Court for the Southern District of Indiana, Indianapolis Division, shall be asked
to select and appoint such an arbitrator. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. § 1-16, and judgment upon any award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. The place of
arbitration shall be Indianapolis, Indiana. The arbitrator is not empowered to award
damages in excess of compensatory damages and each Partner hereby irrevocably waives any
right to recover such excess damages with respect to any dispute resolved by arbitration.

(e)     The
procedures specified in this Section 10.10 shall be the sole and exclusive procedures for
the resolution of disputes arising between or among Partners arising out of or relating to
this Agreement; provided, however, that a Partner, without prejudice to the above
procedures, may file a complaint for statute of limitations reasons, or to seek a
preliminary injunction or other provisional judicial relief, if in its sole judgment such
action is necessary to avoid irreparable damage or to preserve the status quo. Despite
such action the Partners will continue to participate in good faith in the procedures
specified in this Section 10.10.

(f)     All
applicable statutes of limitation and defenses based upon the passage of time shall be
tolled while the procedures specified in this Section 10.10 are pending. The Partners will
take such action, if any, required to effectuate such tolling.

(g)     Each
Partner is required to continue to perform its obligations under this Agreement pending
final resolution of any dispute arising out of or relating to this Agreement.

(h)     All
negotiations pursuant to this Section 10.10 shall be confidential and treated as
compromise and settlement negotiations for purposes of the Federal Rules of Evidence and
applicable state rules of evidence.

Section
10.11     No Third Party Beneficiaries. Nothing in this Agreement is intended to,
or shall confer upon any person other than the Partnership and the Partners any rights,
remedies or benefits whatsoever.

Section
10.12     Referral of Business Opportunities; Noncompetition.

(a)     Each
Limited Partner agrees that it will refer to the Partnership any and all business
opportunities that may present themselves or become known to such Limited Partner or its
Affiliates to own, acquire, lease, operate, manage or otherwise provide goods or services
to or in connection with AM or FM radio stations listed in the Ratings Quarterly Report
prepared by Arbitron Ratings Company or any successor as within the Austin, Texas Metro
Survey Area, other than the radio stations owned by the Partnership (collectively,
Business Opportunities). Promptly after becoming aware of a Business
Opportunity that is subject to the referral obligation set forth in the preceding
sentence, each Limited Partner will provide the other Limited Partner with a written
notice and description of such Business Opportunity. The other Limited Partner shall have
a period of 60 days from the effective date of such notice to consider such Business
Opportunity, and such Limited Partner shall have the right to cause the Partnership to
pursue such Business Opportunity by notifying the referring Limited Partner in writing of
its intent to cause the Partnership to do so. If the other Limited Partner has not
notified the referring Limited Partner of its intention within such 60-day period, or if
the other Limited Partner notifies the referring Limited Partner that it does not intend
to cause the Partnership to pursue such Business Opportunity at any time, the referring
Limited Partner (or any Affiliate thereof) shall be free to pursue such Business
Opportunity for its (or such Affiliates) own account without breaching or violating
this Agreement or any fiduciary duties that may arise under applicable law.

(b)     Each
Limited Partner agrees that other than as provided in Section 10.12(a), neither such
Limited Partner nor any of its Affiliates will, directly or indirectly, engage or
participate in, own any interest in, perform any service for, or act in any other capacity
for any business or organization that engages or participates, directly or indirectly, in
the business of owning, leasing, managing or operating FM or AM radio stations listed in
the Ratings Quarterly Report prepared by Arbitron Ratings Company or any successor as
within the Austin, Texas Metro Survey Area, other than the radio stations owned by the
Partnership.

(c)     Each
Limited Partner regards the restrictions contained in this Section 10.12 as reasonable in
scope, duration and geographic territory and as reasonably designed to provide the other
Limited Partners and the Partnership with limited, legitimate, and reasonable protection
against diminution of the value of the Partnership attributable to any actions of any
Limited Partner or its Affiliates contrary to such restrictions. Each Limited Partner
acknowledges that irreparable damage would occur in the event any of the provisions of
this Section 10.12 were breached and accordingly agrees that the Partnership and its other
Limited Partner shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Section 10.12, and shall be entitled to enforce specifically the
provisions of this Section 10.12, in any court of the United States or any state thereof
having jurisdiction, in addition to any other remedy to which the Partnership or such
other Limited Partners may be entitled under this Agreement or at law or in equity. It is
the intent and understanding of the Limited Partners that if, in any action before any
court or other governmental entity legally empowered to enforce the provisions of this
Section 10.12, any term, restriction, covenant, or promise in this Section 10.12 is found
to be unreasonable and for that reason unenforceable, then such term, restriction,
covenant, or promise shall be deemed modified consistently with the remainder of this
Agreement to the extent necessary to make it enforceable by such court or other
governmental entity.

(d)     The
covenants of the Limited Partners contained in this Section 10.12 are ancillary to and
independent of any other provision of this Agreement, and the existence of any claim or
cause of action of a Limited Partner against the Partnership or any other Limited Partner
or Affiliate of a Limited Partner, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Partnership of the covenant of
such Limited Partner contained in this Section 10.12.

(e)     Nothing
contained in this Section 10.12 shall be construed to prohibit a Limited Partner from
investing in stock or other securities listed on a national securities exchange or
actively traded in the over-the-counter market of any person engaged in a business or
activity competitive with the business of the Partnership, provided that (i) such
Limited Partner shall not perform any services on

behalf of, or in the operation of the
affairs of, such person; and (ii) such Limited Partners beneficial ownership
interest in the stock or other securities of such person shall not exceed two percent (2%)
of the issued and outstanding stock or other securities of such person.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.

|                          |                                                                      | GENERAL PARTNER:           
|------------------------- | -------------------------------------------------------------------- | ---------------------------
|Sharing Ratio:  0.80952%  | RADIO AUSTIN MANAGEMENT, L.L.C. By: Emmis Operating Company, Manager
|                          |                                                                      | By:           
Name:
Title:
|                          |                                                                      | LIMITED PARTNERS:          
|Sharing Ratio:  49.69443% | EMMIS OPERATING COMPANY                                             
|                          |                                                                      | By:       
Name:
Title     
|                          |                                                                      | Address:                   
|Sharing Ratio:  49.49605% | SINCLAIR TELECABLE, INC.                                            
|                          |                                                                      | By:        
Name:
Title:   
|                          |                                                                      | Address:                   

[Exhibits Omitted]