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EXHIBIT 4.5




Execution Copy




SECOND SUPPLEMENTAL INDENTURE




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



     WHEREAS, the Company, and the Trustee are parties to that certain
Indenture, dated as of March 27, 2001 (as supplemented on June 22, 2001, the
“Indenture”), pursuant to which the Company’s 12-1/2% Senior Discount Notes due
2011 (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 at maturity 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 at
maturity 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not withdrawn their consent to the Amendments; and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,” “Asset Sale,”
“Attributable Debt,” “Beneficial Owner,” “Cash Equivalents,”
“Change of Control,” “Consolidated EBITDA,” “Consolidated
Indebtedness,” “Consolidated Net Income,” “Consolidated Net Worth,”
“Continuing Directors”, “Debenture Exchange Date,” “Dividend
Payment Date,” “Domestic Restricted Subsidiary,” “Escrow Account,”
“Escrow Agreement,” “Exchange Indenture,” “Existing Indebtedness,”
“Fixed Changes,” “Investments,” “Leverage Ratio,” “Marketable
Securities,” “Moody’s,” “Net Income,” “Net Proceeds,” “New Exchange
Debentures,” “Obligations,” “Offering,” “Permitted Business,”
“Permitted Investments,” “Permitted Joint Ventures,” “Permitted
Liens,” “Permitted Refinancing Indebtedness,” “Principals, “
“Productive Assets,” “Related Party,” “Restricted Investment,”
“S&P,” “Senior Subordinated Notes Indenture,” “Stated Maturity,”
“Weighed Average Life to Maturity,” and “Wholly Owned Restricted
Subsidiary” are hereby deleted in their entirety.




               (ii) the definition of “Disqualified Stock” is hereby amended
by deleting in its entirety the following text: “unless such
repurchase or redemption complies with Section 4.07 of this
Indenture.”




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




	 	 	“Any such designation by the Board of Directors 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
foregoing conditions. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing 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 




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	 	 	Unrestricted Subsidiary and such designation
shall only be permitted if no Default would occur or 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 and 4.15 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 5.01 is hereby amended to read as follows:




	 	 	“The Company may not consolidate or merge with or into (whether or
not Company is the surviving corporation), or sell, assign,
transfer, lease, convey, or otherwise dispose of all or
substantially all of its properties or assets in one or more
related transactions, to another corporation, Person or entity
unless:






	 	(1)	 	the Company is the surviving corporation or the
entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, 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 entity or Person formed by or surviving any
such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have
been made assumes all the obligations of the Company under
the Notes and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee.






	 	 	Notwithstanding the foregoing, the Company may consummate the
Escrow Corp. Merger or the Reorganization, or merge with an
Affiliate incorporated for the purpose of reincorporating the
Company in another jurisdiction and/or for the purpose of forming a
holding company.
	 
	 	 	This Section 5.01 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 Restricted Subsidiaries.”




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



          (g) Section 8.04 is hereby amended by deleting the text of clause (c) and
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 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.



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     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 COMMUNICATIONS CORPORATION

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



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA TRUST 

COMPANY OF NEW YORK,

as Trustee

 	 
	 	By:  	/s/   John Neylan
 	 
	 	 	Name:  	John Neylan 	 
	 	 	Title:  	Trust Officer 	 
	 





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