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EXHIBIT 4.4




Execution Copy




SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of
April 26, 2004, among Emmis Operating Company, an Indiana corporation (the
“Company”), and The Bank of New York, a New York banking corporation, as
trustee (the “Trustee”).



     WHEREAS, the Company, the guarantors named therein and the Trustee are
parties to that certain Indenture, dated as of February 12, 1999 (as
supplemented on June 22, 2001, the “Indenture”), pursuant to which the
Company’s 8-1/8% Senior Subordinated Notes due 2009 (the “Notes”) were issued.
Capitalized terms used but not defined herein shall have the same meanings
ascribed to such terms in the Indenture;



     WHEREAS, Section 9.02 of the Indenture provides that the Company and the
Trustee may make certain amendments to the Indenture with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding;



     WHEREAS, the Company distributed an Offer to Purchase and Consent
Solicitation Statement dated as of April 14, 2004 (the “Offer to Purchase”) in
order to, among other things, make an offer to purchase (the “Offer”) all
outstanding Notes upon terms and conditions described in the Offer to Purchase
and to solicit consents (the “Consents”) from the Holders to amendments to the
Indenture (the “Amendments”);



     WHEREAS, Holders of at least a majority in aggregate principal amount of
the Notes outstanding have given and, as of the date hereof, have not withdrawn
their consent to the Amendments; and



     WHEREAS, the execution of this Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture, the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel with respect to such authorization, and all things necessary to make
this Supplemental Indenture a valid agreement of the Company and the Trustee in
accordance with its terms have been done.



     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree as follows:



     1. Effect. This Supplemental Indenture shall become effective upon its
execution and delivery by the parties hereto. Notwithstanding the foregoing,
the amendments set forth in Section 2 below will only become operative when
validly tendered Notes are accepted for purchase pursuant to the Offer. If,
after the date hereof, either the Offer is terminated or withdrawn or all
payments in respect of the Notes accepted for payment pursuant to the Offer are
not made on the applicable Settlement Date (as defined in the Offer to
Purchase), the amendments set forth in Section 2 shall have no effect and the
Indenture shall be deemed to be amended so that it reads the same as it did
immediately prior to the date hereof.



     2. Amendments.



 









 





     The Indenture is hereby amended as follows:



          (a) Section 1.01 is hereby amended as follows:




               (i) The definitions of “Acquired Debt,” “Attributable Debt,”
“Cash Equivalents,” “Change of Control,” “Consolidated EBITDA,”
“Consolidated Net Income,” “Consolidated Net Worth,” “Continuing
Directors”, “Disqualified Stock,” “Domestic Restricted Subsidiary,”
“Existing Indebtedness,” “Fixed Changes,” “Investments,” “Leverage
Ratio,” “Marketable Securities,” “Net Income,” “Offering,”
“Permitted Business,” “Permitted Investments,” “Permitted Joint
Ventures,” “Permitted Liens,” “Permitted Refinancing Indebtedness,”
“Principal,” “Productive Assets,” “Reference Period,” “Related
Party,” “Restricted Investment,” “S&P,” “Stated Maturity,” “Weighed
Average Life to Maturity,” and “Wholly Owned Restricted Subsidiary”
are hereby deleted in their entirety.




               (ii) the definition of “Additional Notes” is hereby amended by
deleting the words “Sections 2.02 and 4.09” and by replacing such
text with the words “Section 2.02”.




               (iii) the definition of “Asset Sale” is hereby amended to read
as follows:




	 	“(1)	 	 the sale, lease,
conveyance or other disposition of any assets or
rights, other than sales of inventory in the
ordinary course of business consistent with past
practices; provided that the sale, conveyance or
other disposition of all or substantially all of
the assets of Emmis and its Restricted
Subsidiaries taken as a whole will be governed by
Section 5.01 of this Indenture; and
	 
	 	(2)	 	the issuance of Equity
Interests by any of Emmis’ Restricted Subsidiaries
or the sale of Equity Interests in any of its
Subsidiaries.






	 	 	Notwithstanding the preceding, the following items shall not be
deemed to be Asset Sales:






	 	(1)	 	any single transaction or
series of related transactions that: (a) involves
assets having a fair market value of less than
$1.0 million; or (b) results in net proceeds to
Emmis and its Restricted Subsidiaries of less than
$1.0 million;
	 
	 	(2)	 	a transfer of assets
between or among Emmis and any of its Guarantors;
	 
	 	(3)	 	an issuance of Equity
Interests by a Guarantor to Emmis or to a
Guarantor; and




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	 	(4)	 	a transfer by Emmis of
assets in a transaction that qualifies as a
charitable contribution or donation and which does
not exceed $2.0 million in the aggregate.”






               (iv) The last paragraph of the definition of “Unrestricted
Subsidiary” is hereby amended to read as follows:




	 	 	“Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed
to be incurred by a Restricted Subsidiary of the Company as of such
date. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if no
Default or Event of Default would be in existence following such
designation.”





          (b) Section 1.02 is hereby amended by deleting the following terms in
their entirety: “Affiliate Transaction,” “Change of Control Offer,” “Change of
Control Payment,” “Change of Control Payment Date,” “Excess Proceeds,” “incur,”
“Permitted Debt” and “Restricted Payment”.



          (c) Section 4.03 is hereby amended to read as follows:



“The Company shall at any time comply with TIA § 314(a).”




          (d) The text of Sections 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 of the Indenture is hereby
deleted in its entirety and these Sections shall be of no further force and
effect and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case,
in place of the deleted text.



          (e) Section 4.21 is hereby amended to read as follows:




	 	 	“The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if that designation would not cause a
Default. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.”





          (f) Section 5.01 is hereby amended to read as follows:




	 	 	“The Company shall not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company is
the surviving corporation); or (2) sell, assign, transfer, convey
or otherwise dispose of all or substantially all of 




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	 	 	its properties
or assets, in one or more related transactions, to another Person;
unless:






	 	(1)	 	either: (a) the Company is the surviving
corporation; or (b) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or
to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state
thereof or the District of Columbia; and
	 
	 	(2)	 	the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, conveyance
or other disposition shall have been made assumes all the
obligations of the Company under the Notes and this Indenture
pursuant to agreements reasonably satisfactory to the
Trustee.






	 	 	This “Merger, Consolidation, or Sale of Assets” covenant will not
apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its
Wholly Owned Subsidiaries.”





          (g) Section 6.01 is hereby amended by deleting the text of clauses (c),
(d), (e) and (f) and by replacing such text with the words “[INTENTIONALLY
DELETED]”.



          (h) Section 8.04 is hereby amended by deleting the text of clause (c) and
by replacing such text with the words “[INTENTIONALLY DELETED]”.



          (i) Section 11.05 is hereby amended by deleting the text of clauses (3)
and (4) by replacing such text with the words “[INTENTIONALLY DELETED].”



     3. Notice of Supplemental Indenture. The Company shall mail notice of
this Supplemental Indenture to the Holders as required by Section 9.02 of the
Indenture.



     4. Governing Law. This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.



     5. Counterparts. This Supplemental Indenture may be executed in one or
more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same document.



     6. Effect on Indenture. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. Except as
expressly set forth herein, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect, including with respect to this Supplemental Indenture.



     7. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the
Trust Indenture Act that may not be so limited, qualified or conflicted with,
such provision of such Act shall control. If any



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provision of this
Supplemental Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the provision of such Act
shall be deemed to apply to the Indenture as so modified or to be excluded by
this Supplemental Indenture, as the case may be.



     8. Separability Clause. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



     9. Effect of Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.



     10. Benefits of Supplemental Indenture, etc. Nothing in this Supplemental
Indenture, the Indenture or the Notes, express or implied, shall give to any
person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders of Notes, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Supplemental
Indenture or the Notes.



     11. Successors and Assigns. All agreements of the Company in this
Supplemental Indenture and the Notes shall bind its successors.



     12. Trustee. The Trustee makes no representations as to the validity or
sufficiency of this Supplemental Indenture. The recitals and statements herein
are deemed to be those of the Company and not of the Trustee.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture
as of the date first written above.


	 	 	 	 	 
	 	EMMIS OPERATING COMPANY

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



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Trustee 

 	 
	 	By:  	/s/  Steven D. Torgeson
 	 
	 	 	Name:  	Steven D. Torgeson 	 
	 	 	Title:  	Vice President 	 
	 




Acknowledged and Agreed by:





	 	 	Emmis FM Broadcasting Corporation of Indianapolis

Emmis FM Broadcasting Corporation of St. Louis

KPWR, Inc.

Emmis Broadcasting Corporation of New York

Emmis FM Broadcasting Corporation of Chicago

Emmis FM License Corporation of Indianapolis

Emmis FM License Corporation of St. Louis

KPWR License, Inc.

Emmis License Corporation of New York

Emmis FM License Corporation of Chicago

Emmis Meadowlands Corporation

Emmis Publishing Corporation

Emmis AM Radio Corporation of Indianapolis

Emmis FM Radio Corporation of Indianapolis

Emmis AM Radio License Corporation of Indianapolis

Emmis FM Radio License Corporation of Indianapolis

Emmis Radio License Corporation of New York

Emmis 104.1 FM Radio Corporation of St. Louis

Emmis 104.1 FM Radio License Corporation of St. Louis

Emmis 106.5 FM Broadcasting Corporation of St. Louis

Emmis 106.5 FM License Corporation of St. Louis

Emmis 1310 AM Radio Corporation of Indianapolis

Emmis 1310 AM Radio License Corporation of Indianapolis

Emmis 105.7 FM Radio Corporation of Indianapolis

Mediatex Communications Corporation




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	 	 	Mediatex Development Corporation

Texas Monthly, Inc.

Emmis License Corporation

Emmis International Broadcasting Corporation

Emmis DAR, Inc.

Emmis Publishing, L.P.

Emmis International Corporation

Emmis 1380 AM Radio Corporation of St. Louis

Emmis Television License Corporation of Honolulu

Emmis Television License Corporation of Mobile

Emmis Television License Corporation of Cape Coral

Emmis Television License Corporation of Green Bay

Emmis FM Holding Corporation of New York

Emmis 101.9 FM Radio Corporation of New York

Emmis Radio Corporation of New York

Emmis 1480 AM Radio License Corporation of Terre Haute

Emmis Television License Corporation of Terre Haute

Emmis 99.9 FM Radio License Corporation of Terre Haute

Emmis 105.7 FM Radio License Corporation of Indianapolis

Emmis Television License Corporation of New Orleans

Emmis 105.5 FM Radio License Corporation of Terre Haute

Emmis Indiana Broadcasting, L.P.

Emmis Television Broadcasting, L.P.






	 	 	 
	By:

	 	/s/ J. Scott Enright
	

	 	
 
	Name:

	 	J. Scott Enright
	Title:

	 	Vice President and
	

	 	Associate General Counsel







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