S-3/A

   1


           As filed with the Securities and Exchange Commission on June 21, 2001





                                                      REGISTRATION NO. 333-62172
- --------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ----------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                                                               
           EMMIS COMMUNICATIONS CORPORATION                                         EMMIS OPERATING COMPANY
(Exact name of Registrant as specified in its charter)              (Exact name of Registrant as specified in its charter)
                       INDIANA                                                           INDIANA
(State or other jurisdiction of incorporation or organization)    (State or other jurisdiction of incorporation or organization)
                     35-1542018                                                         35-2141064
          (IRS Employer Identification No.)                                 (IRS Employer Identification No.)




                           ONE EMMIS PLAZA, 7TH FLOOR
                               40 MONUMENT CIRCLE
                           INDIANAPOLIS, INDIANA 46204
                                  317-266-0100

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)



                             J. SCOTT ENRIGHT, ESQ.
                  VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
                        EMMIS COMMUNICATIONS CORPORATION
                           ONE EMMIS PLAZA, 7TH FLOOR
                               40 MONUMENT CIRCLE
                           INDIANAPOLIS, INDIANA 46204
                                  317-266-0100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                                   ----------
                                   COPIES TO:

        JOHN C. KENNEDY, ESQ.                   ALAN W. BECKER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON      BOSE MCKINNEY & EVANS LLP
     1285 AVENUE OF THE AMERICAS            135 NORTH PENNSYLVANIA STREET,
    NEW YORK, NEW YORK 10019-6064                   SUITE 2700
             212-373-3000                    INDIANAPOLIS, INDIANA 46204
                                                   317-684-5000
                                   ----------
 APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this
                   Registration Statement becomes effective.

                                   ----------

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]


If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]


                                   ----------




                                                          CONTINUED ON NEXT PAGE


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     The following direct and indirect subsidiaries of Emmis Communications
Corporation and Emmis Operating Company may guarantee certain of the debt
securities and are co-registrants under this registration statement:










                                                                                                                 ADDRESS, INCLUDING
                                                                                                                   ZIP CODE, AND
                                                              STATE OR  OTHER                                    TELEPHONE NUMBER,
                                                               JURISDICTION OF             I.R.S. EMPLOYER      INCLUDING AREA CODE,
NAME OF CO-REGISTRANT                                   INCORPORATION OR ORGANIZATION     IDENTIFICATION NO.       OF REGISTRANT
- ---------------------                                   -----------------------------     ------------------    --------------------
                                                                                    
Emmis Radio Corporation                                            Indiana                    35-1705332                 (1)
Emmis Television Broadcasting, L.P.                                Indiana                    35-2051031                 (1)
Emmis Publishing, L.P.                                             Indiana                    35-2039702                 (1)
Emmis Indiana Broadcasting, L.P.                                   Indiana                    35-2039701                 (1)
Emmis Publishing Corporation                                       Indiana                    35-1748335                 (1)
Emmis Meadowlands Corporation                                      Indiana                    35-1756647                 (1)
Topeka Television Corporation                                      Missouri                   48-0889210                 (1)
SJL of Kansas Corp.                                                 Kansas                    48-0547582                 (1)
Emmis International Broadcasting Corporation                      California                  35-2014974                 (1)
Emmis South America Broadcasting Corporation                      California                  35-2086430                 (1)
Emmis Latin America Broadcasting Corporation                      California                  35-2083818                 (1)
Emmis License Corporation                                         California                  95-4662830                 (2)
Emmis Radio License Corporation                                   California                  95-4662829                 (2)
Emmis Television License Corporation                              California                  35-2051237                 (2)
Emmis License Corporation of New York                             California                  95-4662857                 (2)
Emmis Radio License Corporation of New York                       California                  95-4662859                 (2)
Emmis Television License Corporation of Wichita                   California                  31-1750981                 (2)
Emmis Television License Corporation of Topeka                    California                  31-1751188                 (2)


                                   ----------
- ----------

(1) The address of this registrant is One Emmis Plaza, 7th Floor, 40 Monument
    Circle, Indianapolis, Indiana 46204 and its telephone number is
    (317) 266-0100.

(2) The address of this registrant is 3500 West Olive Avenue, #300, Burbank,
    California 91505-4604 and its telephone number is (818) 937-2722.



THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.



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The information in this prospectus is not complete and may be amended. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor is it seeking an offer to buy these securities in any state where
the offer or sale is not permitted.



PROSPECTUS



                   SUBJECT TO COMPLETION, DATED JUNE 21, 2001



                                  $500,000,000



                                                               
          EMMIS COMMUNICATIONS CORPORATION                              EMMIS OPERATING COMPANY
                Class A Common Stock                                        Debt Securities
                  Preferred Stock                                  Guarantees of the Debt Securities
                 Depositary Shares                                of Emmis Communications Corporation
                  Debt Securities
                      Warrants
Guarantees of the Debt Securities of Emmis Operating
                      Company





                                   ----------


         We may offer from time to time:

         o        shares of Class A common stock,

         o        shares of preferred stock,

         o        depositary shares representing fractions of shares of
                  preferred stock,

         o        debt securities, which may consist of debentures, notes or
                  other types of debt,

         o        warrants to purchase common stock, preferred stock or debt
                  securities, and

         o        guarantees of the debt securities of Emmis Operating Company.

         Emmis Operating Company may offer from time to time:

         o        debt securities, which may consist of debentures, notes or
                  other types of debt, and

         o        guarantees of our debt securities.

         Some of our direct and indirect wholly-owned subsidiaries may guarantee
the debt securities of Emmis or Emmis Operating Company offered under this
prospectus.

         The aggregate offering price of the securities offered by us and Emmis
Operating Company will not exceed $500,000,000.

         Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.

         Our Class A common stock is quoted on the Nasdaq National Market under
the symbol "EMMS." Any Class A common stock offered under this prospectus will
be listed on the Nasdaq National Market, subject to notice of issuance.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                   ----------

                 The date of this prospectus is         , 2001.

                                   ----------


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                                TABLE OF CONTENTS

                                                                                                     
Where You Can Find More Information......................................................................2
Incorporation of Documents by Reference..................................................................2
Cautionary Statement Regarding Forward-Looking Statements................................................4
Emmis Communications Corporation.........................................................................5
Recent Developments......................................................................................6
Use of Proceeds..........................................................................................7
Ratio of Earnings to Fixed Charges.......................................................................7
Description of Capital Stock of Emmis....................................................................8
Description of Depositary Shares of Emmis...............................................................11
Description of Debt Securities of Emmis.................................................................15
Description of Warrants of Emmis........................................................................23
Description of Debt Securities of Operating Company.....................................................24
Description of the Guarantees...........................................................................32
Plan of Distribution....................................................................................34
Legal Matters...........................................................................................35
Experts.................................................................................................35




                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and file reports, proxy statements and other
information with the SEC. We have also filed with the SEC a registration
statement on Form S-3 to register the securities offered in this prospectus.
This prospectus, which forms part of the registration statement, does not
contain all of the information included in that registration statement. For
further information about Emmis and the securities offered in this prospectus,
you should refer to the registration statement and its exhibits. You may read
and copy any document we file with the SEC at the SEC's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices in New York (7 World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Citicorp Center, 14th Floor, 500 West Madison Street, Chicago,
Illinois 60661). Copies of these reports, proxy statements and information may
be obtained at prescribed rates from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. In addition, the SEC maintains a web site that contains reports, proxy
statements and other information regarding registrants, such as us, that file
electronically with the SEC. The address of this web site is http://www.sec.gov.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

         This prospectus incorporates by reference important business and
financial information about our company that is not included in or delivered
with this document. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with the SEC will
automatically update and supersede this information. Any statement modified or
superseded by subsequently filed materials shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus. Subject to the
preceding, the information in this prospectus is qualified in its entirety by
the information appearing in the documents incorporated by reference. We
incorporate by reference the documents listed below and any other filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 prior to termination of this offering:

         o        Our Annual Report on Form 10-K for the fiscal year ended
                  February 28, 2001.

         o        Our Proxy Statement for our 2001 Annual Meeting of
                  Shareholders.

         o        Our Current Reports on Form 8-K filed on March 12, March 13
                  and April 12, 2001.


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         o        The historical financial statements of Sinclair Broadcast
                  Group, Inc.'s St. Louis Radio Group, KZLA-FM and Lee
                  Enterprises, Incorporated, Certain Broadcasting Operations and
                  pro forma financial statements meeting the requirements of
                  Article 11 of Regulation S-X under the Securities Act from our
                  Registration Statement on Form S-4 filed on June 1, 2001.



         You may request a copy of any of these documents, at no cost, by
contacting us in writing or by telephone at our principal executive office:

                        Emmis Communications Corporation
                           One Emmis Plaza, 7th Floor
                               40 Monument Circle
                           Indianapolis, Indiana 46204
                            Telephone: (317) 266-0100

         EXCEPT AS DESCRIBED ABOVE, NO OTHER INFORMATION IS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (INCLUDING, WITHOUT LIMITATION, INFORMATION ON OUR
WEBSITE).




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            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus includes or incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of words such as "intend," "plan," "may," "will,"
"project," "estimate," "anticipate," "believe," "expect," "continue,"
"potential," "opportunity," and similar expressions, whether in the negative or
affirmative. We cannot guarantee that we actually will achieve these plans,
intentions or expectations. All statements regarding our expected financial
position, business and financing plans are forward-looking statements.

         Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make.
We have included important facts in various cautionary statements in this
prospectus that we believe could cause our actual results to differ materially
from the forward-looking statements that we make. These include, but are not
limited to, those under the heading "Risk Factors" in any prospectus supplement
and the following:

         o        the ability of our stations and magazines to attract and
                  retain advertisers;

         o        the level of our capital expenditures and whether our
                  programming and other expenses continue to increase or
                  increase at a rate faster than expected;

         o        whether any pending transactions are completed on the terms
                  and at the times set forth, if at all;

         o        financial community and rating agency perceptions of our
                  business, operations and financial condition and the industry
                  in which we operate;

         o        the ability of our stations to attract programming and our
                  magazines to attract writers and photographers;

         o        uncertainty as to the ability of our stations to increase or
                  sustain audience share for their programs and our magazines to
                  increase or sustain subscriber demand;

         o        risks and uncertainties inherent in the radio and television
                  broadcasting and magazine publishing businesses;

         o        material adverse changes in economic conditions in the markets
                  of our company;

         o        future regulatory actions and conditions in the operating
                  areas of our company; and

         o        competition from other media and the impact of significant
                  competition for advertising revenues from other media.

         The forward-looking statements do not reflect the potential impact of
any future acquisitions, mergers or dispositions. We undertake no obligation to
update or revise any forward-looking statements because of new information,
future events or otherwise.

                                   -----------

         In this prospectus, "we," "us," "our," the "company" and "Emmis" refer
to Emmis Communications Corporation and its subsidiaries, unless it is clear
from the context that we mean only Emmis Communications Corporation. References
to Operating Company refer to Emmis Operating Company.


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                        EMMIS COMMUNICATIONS CORPORATION

         Emmis is a leading media company with radio broadcasting, television
broadcasting and magazine publishing operations. We conduct substantially all of
our business operations through our wholly-owned subsidiary, Emmis Operating
Company, and its subsidiaries. Approximately 10.8 million listeners currently
tune in to our 23 radio stations each week. We currently operate 20 FM and 3 AM
stations located primarily in the nation's top 20 radio markets. In the three
largest U.S. radio markets, New York, Los Angeles and Chicago, we have developed
top performing radio stations that rank in the top ten in terms of primary
demographic target audience share according to the Fall 2000 Arbitron Survey. We
have also developed strong market positions in Denver, Phoenix, St. Louis, and
Indianapolis by clustering our radio stations for demographic audience share.

         The combination of our large market radio presence, the diversity of
our station formats and our advertising, sales and programming expertise has
allowed us to achieve same-station revenue growth rates in excess of
industry-wide growth for recent years. In addition to our strong internal
growth, we have demonstrated our ability to selectively acquire underdeveloped
properties in desirable markets and create value by improving their ratings,
revenues and cash flow through focused marketing and innovative programming
techniques.

         We currently own and operate 15 television stations in the United
States, reaching approximately 6.1 million television households nationally. We
believe that broadcast television has been and will continue to be the most
effective way for advertisers to reach mass audiences in local markets. The
television stations we currently operate serve geographically diverse, mid-sized
markets in the U.S. and have a variety of television network affiliations,
including five with CBS, five with Fox, three with NBC, one with ABC and one
with WB. We have demonstrated our ability to create value in our television
stations by acquiring underperforming television assets and employing strategies
similar to those that have proven successful with our radio properties,
including focused marketing and sales efforts and innovative programming
techniques.

         In addition to our radio and television broadcasting properties, we
currently publish eight award-winning city, regional and specialty magazines.
Our publications have received a number of industry awards for editorial
excellence. Our magazine portfolio currently includes Texas Monthly, Los
Angeles, Atlanta, Indianapolis Monthly, Cincinnati Magazine, Country Sampler,
Country Marketplace and Wildlife Journal.

         We also operate news and agriculture radio networks in Indiana and own
majority interests in a national radio station in Hungary and two radio stations
in Buenos Aires, Argentina, including the top ranked stations in each of those
markets. In our efforts to enhance the advertiser appeal of our mediums and
increase our listening, viewing and reading audiences, we are continually
pursuing opportunities to develop complementary products and services using
emerging technologies. As part of these efforts, we have led the formation of
the Local Media Internet Venture, a consortium of radio broadcasters formed to
bring the benefits of scale in technology and content development to a local
station's on-line presence.


                                BUSINESS STRATEGY

         We are committed to maintaining our leadership position in
broadcasting, enhancing the performance of our broadcast and publishing
properties, and distinguishing ourselves through the quality of our operations.
Our strategy has the following principal components:

         o        develop innovative programming for our radio and television
                  stations based on local market research and audience
                  preferences;

         o        emphasize a focused sales and marketing strategy based on
                  advertiser demand and our programming compared to the
                  competitive formats within each market;


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         o        develop strong local station identities for our television
                  stations allowing viewers and advertisers to identify with the
                  station while building the station's franchise value;

         o        pursue strategic acquisitions in desirable markets and enhance
                  their cash flow; and

         o        encourage an entrepreneurial management approach that empowers
                  and rewards all employees based on performance and promotes
                  equity ownership in Emmis.

                               RECENT DEVELOPMENTS



         On June 22, 2001, we transferred all of our assets and liabilities to
Operating Company, a newly formed wholly-owned subsidiary. As a result we are a
holding company and conduct substantially all of our business operations through
Operating Company and its subsidiaries. Immediately following the asset
transfer, Emmis Escrow Corporation and Emmis Escrow Holding Corporation merged
with and into us and we assumed $370 million principal amount at maturity of
Emmis Escrow Corporation's 12 1/2% Senior Discount Notes Due 2011.




                                   ----------

         The principal executive offices for both Emmis and Operating Company
are located at One Emmis Plaza, 7th Floor, 40 Monument Circle, Indianapolis,
Indiana 46204. Their telephone number is (317) 266-0100.



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                                 USE OF PROCEEDS

         Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered under
this prospectus for general corporate purposes, which may include additions to
working capital, repayment or redemption of existing indebtedness and financing
of capital expenditures and acquisitions.

                       RATIO OF EARNINGS TO FIXED CHARGES


         The following table sets forth the ratio of earnings to fixed charges
for Emmis for the periods indicated (unaudited, dollars in thousands).






                      YEAR ENDED FEBRUARY 28 OR 29,                             PRO FORMA
     --------------------------------------------------------------             ---------
     1997           1998          1999          2000           2001               2001
     ----           ----          ----          ----           ----               ------
                                                                   
     3.4            2.2           1.1           1.1            1.3                N/A(1)


(1)      On a pro forma basis, the ratio of earnings to fixed charges for the
         year ended February 28, 2001 is less than 1.0 and the amount of
         insufficiency is $25,816. In accordance with applicable rules,
         depreciation and amortization expense is deducted from earnings when
         computing the ratio of earnings to fixed charges. Pro forma
         depreciation and amortization expense for the year ended February 28,
         2001 was $103,009.

         Earnings include pretax income from continuing operations, fixed
charges, amortization of capitalized interest and our share of pre-tax losses of
equity investments and exclude interest capitalized, preferred stock dividend
requirements and minority loss of consolidated subsidiaries. Fixed charges
include interest expensed and capitalized, amortization of deferred financing
expenses, preferred stock dividend requirements and an amount equivalent to
interest included in rental charges. We have assumed that one-third of rental
expense is representative of the interest factor.





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                      DESCRIPTION OF CAPITAL STOCK OF EMMIS

         As of May 25, 2001, our authorized capital stock includes 170,000,000
shares of Class A common stock, $.01 par value per share, 30,000,000 shares of
Class B common stock, $.01 par value per share, 30,000,000 shares of Class C
common stock, par value $.01 per share, and 10,000,000 shares of preferred
stock, $.01 par value per share. Holders of common stock have no preemptive
rights. At May 25, 2001, there were 42,100,498 shares of Class A common stock
outstanding, and 3,556,837 shares reserved for issuance upon the exercise of
outstanding stock options; 5,230,396 shares of Class B common stock outstanding
and 1,400,000 shares reserved for issuance upon the exercise of outstanding
stock options; no shares of Class C common stock outstanding; and 2,875,000
shares of Series A convertible preferred stock outstanding.

COMMON STOCK

         GENERAL. Our shares of Class A common stock are traded on the Nasdaq
National Market under the symbol EMMS. Under Indiana law, shareholders are
generally not liable for our debts or obligations. All shares of common stock
issued will be duly authorized, fully paid, and non-assessable.

         DIVIDENDS. Holders of record of shares of common stock on the record
date fixed by our board of directors are entitled to receive such dividends as
may be declared by the board of directors out of funds legally available for
such distributions. Emmis may not declare or pay dividends in cash or property
on any share of any classes of common stock, however, unless simultaneously the
same dividend is declared or paid on each share of the other class of common
stock. In the case of any stock dividend, the stock dividend shall be payable at
the same rate on each class of common stock and shall be payable only in Class A
shares to holders of Class A common stock, in Class B shares to holders of Class
B common stock and in Class C shares to holders of Class C common stock. The
payment of dividends in cash or in certain of our securities is currently
prohibited by our credit facility and restricted by the indenture relating to
our senior discount notes and the indenture relating to Operating Company's
senior subordinated notes.

         VOTING RIGHTS. Holders of shares of Class A common stock and Class B
common stock vote as a single class on all matters submitted to a vote of the
shareholders, with each share of Class A common stock entitled to one vote and
each share of Class B common stock entitled to ten votes, except:

         o        for the election of two directors;

         o        with respect to any proposed "going private" transaction (as
                  defined below) between the Company and Jeffrey H. Smulyan (the
                  holder of all shares of the Class B common stock), or an
                  affiliate of Mr. Smulyan, or any group of which Mr. Smulyan or
                  an affiliate of Mr. Smulyan is a member; and

         o        as otherwise provided by law.

Holders of the shares of Class C common stock have no right to vote on any
matter except as otherwise provided by law.

         In the election of directors, the holders of Class A common stock are
entitled to vote as a separate class to elect two of our directors, who must be
independent directors. For this purpose, an "independent director" means a
person who is not an Emmis officer or employee, and who does not have a
relationship which, in the opinion of the board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. The holders of Class A common stock and Class B common stock are
entitled to elect the remaining directors by voting as a single class with each
share of Class A common stock entitled to one vote and each share of Class B
common stock entitled to ten votes. Holders of common stock are not entitled to
cumulate votes in the election of directors.


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         The holders of Class A common stock and Class B common stock vote as a
single class with respect to any proposed "going private" transaction, with each
share of each class of common stock entitled to one vote per share. A "going
private" transaction is any "Rule 13e-3 Transaction," as that term is defined in
Rule 13e-3 promulgated under the Exchange Act, between Emmis and Mr. Smulyan,
any affiliate of Mr. Smulyan or any group of which Mr. Smulyan or an affiliate
of Mr. Smulyan is a member. An "affiliate" is defined as:

         o        any individual or entity who or that, directly or indirectly,
                  controls, is controlled by, or is under common control with
                  Mr. Smulyan;

         o        any corporation or organization (other than Emmis or a
                  majority-owned subsidiary of Emmis) of which Mr. Smulyan is an
                  officer or partner or is, directly or indirectly, the
                  beneficial owner of 10% or more of any class of voting
                  securities, or in which Mr. Smulyan has a substantial
                  beneficial interest;

         o        a voting trust or similar arrangement pursuant to which Mr.
                  Smulyan generally controls the vote of the shares of common
                  stock held by or subject to such trust or arrangement;

         o        any other trust or estate in which Mr. Smulyan has a
                  substantial beneficial interest or as to which Mr. Smulyan
                  serves as trustee or in a similar fiduciary capacity; or

         o        any relative or spouse of Mr. Smulyan, or any relative of such
                  spouse, who has the same residence as Mr. Smulyan.

         Under Indiana law, the affirmative vote of the holders of a majority of
the outstanding shares of any class of capital stock is required to approve,
among other things, a change in the designation, rights, preferences or
limitations of the shares of such class of capital stock.

         LIQUIDATION RIGHTS. Upon liquidation, dissolution or winding-up of
Emmis, the holders of Class A common stock, Class B common stock and Class C
common stock are entitled to share ratably with each other in all assets
available for distribution after payment in full of creditors and payment in
full to any holders of our preferred stock then outstanding of any amount
required to be paid under the terms of such preferred stock.

         OTHER PROVISIONS. Each share of Class B common stock is convertible, at
the option of its holder, into one share of Class A common stock at any time.
One share of Class B common stock converts automatically and without the
requirement of any further action into one share of Class A common stock upon
its sale or other transfer to a person or entity other than Mr. Smulyan or an
affiliate of Mr. Smulyan. A pledge of shares of Class B common stock is not
considered a transfer for this purpose unless the pledge is enforced. All
outstanding shares of Class B common stock will convert automatically and
without the requirement of any further action into an equivalent number of
shares of Class A common stock upon the earlier of Mr. Smulyan's death or his
ceasing to own at least 3,040,000 shares of common stock, as adjusted for any
stock splits or stock dividends. The holders of common stock are not entitled to
preemptive rights.

         In any merger, consolidation or business combination, the consideration
to be received per share by holders of Class A common stock, Class B common
stock and Class C common stock must be identical, except that in any such
transaction in which shares of common stock are distributed, such shares may
differ as to voting rights to the extent that voting rights now differ among the
classes of common stock. No class of common stock may be subdivided,
consolidated, reclassified or otherwise changed unless concurrently the other
classes of common stock are subdivided, consolidated, reclassified or otherwise
changed in the same proportion and in the same manner.

         FOREIGN OWNERSHIP. Our articles of incorporation restrict the
ownership, voting and transfer of our capital stock, including the Class A
common stock, in accordance with the Communications Act and the rules of the
FCC, to prohibit ownership of more than 25% of our outstanding capital stock or
more


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than 25% of the voting rights it represents by or for the account of aliens (as
defined in the Communications Act) or corporations otherwise subject to
domination or control by aliens. The articles of incorporation authorize our
board of directors to prohibit any transfer of our capital stock that would
cause Emmis to violate this prohibition. In addition, the articles of
incorporation provide that shares of our capital stock determined by the board
of directors to be beneficially owned by an alien shall always be subject to
redemption by Emmis by action of the board of directors to the extent necessary,
in the judgment of the board of directors, to comply with the alien ownership
restrictions of the Communications Act and FCC rules. The articles of
incorporation further authorize our board of directors to adopt such provisions
as it deems necessary to enforce these alien ownership restrictions.

         REGISTRAR AND TRANSFER AGENT. The registrar and transfer agent for our
common stock is First Union National Bank, Charlotte, North Carolina.

PREFERRED STOCK

         Under our articles of incorporation, our board of directors is
authorized, without further shareholder action, to issue up to 10,000,000 shares
of preferred stock, $.01 par value, in one or more series, with such voting
powers or without voting powers, and with such designations, preferences and
relative participation, optional or other special rights, and qualifications,
limitations or restrictions, as are set forth in the designating amendment
relating to the preferred stock. In October 1999, we issued 2,875,000 shares of
Series A convertible preferred stock in a registered offering.

         Our shares of Series A convertible preferred stock are traded on the
Nasdaq National Market under the symbol EMMSP. The Series A convertible
preferred stock has a liquidation performance of $50 per share, and pays 6.25%
cumulative annual cash dividends, payable quarterly in arrears. The shares of
Series A convertible preferred stock are convertible into shares of Class A
common stock at any time at a conversion price of $39.0625 per share, subject to
adjustment. In addition, these shares may be redeemed by us, at our option, at a
redemption premium of 104.911%, plus accumulated and unpaid dividends, on or
after April 15, 2001 but prior to October 15, 2002 if the trading price for our
Class A common stock equals or exceeds established per share prices. Beginning
on October 15, 2002, these shares may be redeemed, at any time at established
redemption premiums, plus accumulated and unpaid dividends. Unless otherwise
provided in the applicable prospectus supplement, shares of preferred stock
issued under this prospectus will rank pari passu with the Series A convertible
preferred stock.

         The following is a description of certain general terms and provisions
of the shares of our preferred stock. The particular terms of any series of
preferred stock will be described in the applicable prospectus supplement. If so
indicated in a prospectus supplement, the terms of any such series may differ
from the terms set forth below.

         The summary of the terms of the shares of our preferred stock contained
in this prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of our Articles of Incorporation
relating to each series of preferred stock, which will be filed as an exhibit to
or incorporated by reference in this prospectus at or prior to the time of
issuance of any such series of preferred stock.

         The applicable prospectus supplement will set forth the number of
shares, particular designation, relative rights and preferences and the
limitations of any series of preferred stock in respect of which this prospectus
is delivered. The particular terms of any such series will include the
following:

         o        the maximum number of shares to constitute the series and the
                  designation of the series;

         o        the annual dividend rate, if any, on shares of the series,
                  whether such rate is fixed or variable or both, the date or
                  dates from which dividends will begin to accrue or accumulate,
                  whether dividends will be cumulative and whether such
                  dividends shall be paid in cash, shares of common stock or
                  otherwise;


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         o        whether the shares of the series will be redeemable and, if
                  so, the price at and the terms and conditions on which the
                  shares of the series may be redeemed, including the time
                  during which shares of the series may be redeemed and any
                  accumulated dividends thereon that the holders of shares of
                  the series shall be entitled to receive upon the redemption
                  thereof;

         o        the liquidation preference, if any, applicable to shares of
                  the series;

         o        whether the shares of the series will be subject to operation
                  of a retirement or sinking fund and, if so, the extent and
                  manner in which any such fund shall be applied to the purchase
                  or redemption of the shares of the series for retirement or
                  for other corporate purposes, and the terms and provisions
                  relating to the operation of such fund;

         o        the terms and conditions, if any, on which the shares of the
                  series shall be convertible into, or exchangeable for, shares
                  of any other class or classes of capital stock of Emmis or any
                  series of any other class or classes, or of any other series
                  of the same class, including the price or prices or the rate
                  or rates of conversion or exchange and the method, if any, of
                  adjusting the same;

         o        the voting rights, if any, of the shares of the series;

         o        the currency or units based on or relating to currencies in
                  which such series is denominated and/or in which payments will
                  or may be payable;

         o        the methods by which amounts payable in respect of such series
                  may be calculated and any commodities, currencies or indices,
                  or price, rate or value, relevant to such calculation;

         o        any listing of the shares of the series on a securities
                  exchange; and

         o        any other preferences and relative, participating, optional or
                  other rights or qualifications, limitations or restrictions
                  thereof.

         Any material United States federal income tax consequences and other
special considerations with respect to any preferred stock offered under this
prospectus will be described in the applicable prospectus supplement.

                    DESCRIPTION OF DEPOSITARY SHARES OF EMMIS

GENERAL

         We may issue depositary shares, each of which will represent a
fractional interest of a share of a particular series of preferred stock, as
specified in the applicable prospectus supplement. We will deposit with a
depositary (the "preferred stock depositary") shares of preferred stock of each
series represented by depositary shares. We will enter into a deposit agreement
(each a "deposit agreement") with the preferred stock depositary and holders
from time to time of the depositary receipts issued by the preferred stock
depositary which evidence the depositary shares ("depositary receipts"). Subject
to the terms of the deposit agreement, each owner of a depositary receipt will
be entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights).

         Immediately after we issue and deliver the preferred stock to a
preferred stock depositary, we will cause the preferred stock depositary to
issue the depositary receipts on our behalf. You may obtain copies of the
applicable form of deposit agreement and depositary receipt from us upon
request. The statements made in this section relating to the deposit agreement
and the depositary receipts are summaries of certain


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anticipated provisions. These summaries are not complete and we may modify them
in a prospectus supplement. For more detail, we refer you to the deposit
agreement itself, which we will file as an exhibit to the registration
statement.

DIVIDENDS AND OTHER DISTRIBUTIONS

         The preferred stock depositary will distribute all cash dividends or
other cash distributions received in respect of the preferred stock to the
record holders of depositary receipts in proportion to the number of the
depositary receipts owned by the holders, subject to the obligations of holders
to file proofs, certificates and other information and to pay certain charges
and expenses to the preferred stock depositary.

         In the event of a distribution other than in cash, the preferred stock
depositary will distribute property received by it to the record holders of
depositary receipts in proportion to the number of the depositary receipts owned
by the holders, unless the preferred stock depositary determines that it is not
feasible to make the distribution, in which case the preferred stock depositary
may, with our approval, sell the property and distribute the net proceeds from
the sale to the holders.

         No distribution will be made in respect of any depositary share that
represents any preferred stock converted into other securities.

WITHDRAWAL OF STOCK

         Upon surrender of the depositary receipts at the corporate trust office
of the preferred stock depositary (unless we have previously called for
redemption or converted into other securities the related depositary shares),
the holders will be entitled to delivery at that office of the number of whole
or fractional shares of the preferred stock and any money or other property
represented by the depositary shares. Holders of depositary receipts will be
entitled to receive shares of the related preferred stock as specified in the
applicable prospectus supplement, but holders of the shares of preferred stock
will not thereafter be entitled to receive depositary shares.

REDEMPTION OF DEPOSITARY SHARES

         Whenever we redeem shares of preferred stock held by the preferred
stock depositary, the preferred stock depositary will concurrently redeem the
number of depositary shares representing shares of the preferred stock so
redeemed, provided we have paid the applicable redemption price for the
preferred stock to be redeemed plus an amount equal to any accrued and unpaid
dividends to the date fixed for redemption. The redemption price per depositary
share will be equal to the corresponding proportion of the redemption price and
any other amounts per share payable with respect to the preferred stock. If
fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected pro rata (as nearly as may be practicable
without creating fractional depositary shares) or by any other equitable method
determined by us.

         From and after the date fixed for redemption:

         o        all dividends in respect of the shares of preferred stock
                  called for redemption will cease to accrue;

         o        the depositary shares called for redemption will no longer be
                  deemed to be outstanding; and

         o        all rights of the holders of the depositary receipts
                  evidencing the depositary shares called for redemption will
                  cease, except the right to receive any moneys payable upon the
                  redemption and any money or other property to which the
                  holders of the depositary receipts were entitled upon
                  redemption and surrender to the preferred stock depositary.


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   15


VOTING OF THE PREFERRED STOCK

         Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the preferred stock depositary will mail
the information contained in the notice of meeting to the record holders of the
depositary receipts. Each record holder of these depositary receipts on the
record date (which will be the same date as the record date for the preferred
stock) will be entitled to instruct the preferred stock depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
represented by the holder's depositary shares. The preferred stock depositary
will vote the amount of preferred stock represented by the depositary shares in
accordance with the instructions, and we will agree to take all reasonable
action necessary to enable the preferred stock depositary to do so. The
preferred stock depositary will abstain from voting the amount of preferred
stock represented by the depositary shares for which it does not receive
specific instructions from the holders of depositary receipts evidencing the
depositary shares. The preferred stock depositary will not be responsible for
any failure to carry out any instruction to vote, or for the manner or effect of
any vote made, as long as the action or non-action is in good faith and does not
result from the preferred stock depositary's negligence or willful misconduct.

LIQUIDATION PREFERENCE

         If we voluntarily or involuntarily liquidate, dissolve or wind up, the
holders of each depositary receipt will be entitled to the fraction of the
liquidation preference accorded each share of preferred stock represented by the
depositary shares, as set forth in the applicable prospectus supplement.

CONVERSION OF PREFERRED STOCK

         The depositary shares, as such, are not convertible into any class of
our common stock or any of our other securities or property. Nevertheless, if we
so specify in the applicable prospectus supplement relating to an offering of
depositary shares, holders may surrender depositary receipts to the preferred
stock depositary with written instructions to the preferred stock depositary to
instruct us to convert the preferred stock represented by the depositary shares
into whole shares of the specified class of common stock, other shares of our
preferred stock or other shares of stock. We have agreed that upon receipt of
the instructions and any amounts payable, we will convert the depositary shares
using the same procedures as those provided for converting preferred stock. If
the depositary shares evidenced by a depositary receipt are to be converted in
part only, the preferred stock depositary will issue a new depositary receipt(s)
for any depositary shares not converted. No fractional shares of common stock
will be issued upon conversion, and if the conversion would result in a
fractional share being issued, we will pay an amount in cash equal to the value
of the fractional interest based upon the closing price, if any, of the
applicable class common stock on the last business day prior to the conversion.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

         We may amend the form of depositary receipt and any provision of the
deposit agreement at any time by agreement between us and the preferred stock
depositary. However, any amendment that materially and adversely alters the
rights of the holders of depositary receipts or that would be materially and
adversely inconsistent with the rights granted to the holders of the related
preferred stock will not be effective unless the holders of at least a majority
of the depositary shares evidenced by the depositary receipts then outstanding
approve the amendment. No amendment will impair the right, subject to the
exceptions set forth in the depositary agreement, of any holder of depositary
receipts to surrender any depositary receipt with instructions to deliver to the
holder the related preferred stock and all money and other property, if any,
represented by the depositary receipt, except in order to comply with law. Every
holder of an outstanding depositary receipt at the time any such amendment
becomes effective will be deemed, by continuing to hold the receipt, to consent
and agree to the amendment and to be bound by the deposit agreement as amended.

         We may terminate the deposit agreement upon not less than 30 days'
prior written notice to the preferred stock depositary if a majority of each
series of preferred stock affected by the termination


                                       13
   16


consents to the termination. Upon termination, the preferred stock depositary
will deliver or make available to each holder of depositary receipts, upon
surrender of the depositary receipts held by the holder, the number of whole or
fractional shares of preferred stock represented by the depositary shares
evidenced by the depositary receipts together with any other property held by
the preferred stock depositary with respect to the depositary receipt.

         In addition, the deposit agreement will automatically terminate if:

         o        all outstanding depositary shares have been redeemed;

         o        there has been a final distribution of the related preferred
                  stock in connection with our liquidation, dissolution or
                  winding up and the distribution has been distributed to the
                  holders of depositary receipts evidencing the depositary
                  shares representing the preferred stock; or

         o        each share of the related preferred stock has been converted
                  into our securities which are not represented by depositary
                  shares.

CHARGES OF PREFERRED STOCK DEPOSITARY

         We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the deposit agreement. In addition, we will
pay the fees and expenses of the preferred stock depositary in connection with
the performance of its duties under the deposit agreement. However, holders of
depositary receipts will pay the fees and expenses of the preferred stock
depositary for any duties requested by the holders to be performed which are
outside of those expressly provided for in the deposit agreement.

RESIGNATION AND REMOVAL OF DEPOSITARY

         The preferred stock depositary may resign at any time by delivering to
us notice of its election to do so, and we may at any time remove the preferred
stock depositary. Any such resignation or removal will take effect upon our
appointment of a successor preferred stock depositary. We must appoint a
successor preferred stock depositary within 60 days after delivery of the notice
of resignation or removal, and any preferred stock depositary must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.

MISCELLANEOUS

         The preferred stock depositary will forward to holders of depositary
receipts any reports and communications the preferred stock depositary receives
from us relating to the preferred stock.

         We will not be liable, nor will the preferred stock depositary be
liable, if we are prevented from or delayed in, by law or any circumstances
beyond our control, performing our obligations under the deposit agreement. Our
obligations and the obligations of the preferred stock depositary under the
deposit agreement will be limited to performing our duties in good faith and
without negligence (in the case of any action or inaction in the voting of
preferred stock represented by the depositary shares), gross negligence or
willful misconduct. We will not be obligated, nor will the preferred stock
depositary be obligated, to prosecute or defend any legal proceeding in respect
of any depositary receipts, depositary shares or shares of preferred stock
represented thereby unless satisfactory indemnity is furnished to us. We may
rely, and the preferred stock depositary may rely, on written advice of counsel
or accountants, or information provided by persons presenting shares of
preferred stock represented thereby for deposit, holders of depositary receipts
or other persons we believe in good faith to be competent to give such
information, and on documents we believe in good faith to be genuine and signed
by a proper party.


                                       14
   17


         In the event the preferred stock depositary receives conflicting
claims, requests or instructions from holders of depositary receipts, on the one
hand, and us, on the other hand, the preferred stock depositary will be entitled
to act on such claims, requests or instructions received from us.

                     DESCRIPTION OF DEBT SECURITIES OF EMMIS

         We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture, and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.

         We have summarized below the material provisions of the indentures and
the debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the applicable indenture, which describes
completely the terms and definitions summarized below and contains additional
information regarding the debt securities. Any reference to particular sections
or defined terms of the applicable indenture in any statement under this heading
qualifies the entire statement and incorporates by reference the applicable
section or definition into that statement.

GENERAL

         The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.

         The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:

         o        the title of the series of debt securities;

         o        whether the debt securities are senior debt securities or
                  subordinated debt securities or any combination thereof;

         o        the purchase price, denomination and any limit on the
                  aggregate principal amount of the debt securities;

         o        the date or dates on which principal and premium, if any, on
                  the debt securities will be payable;

         o        the terms and conditions, if any, under which the debt
                  securities may be converted into or exchanged for Class A
                  common stock or other securities;

         o        the rate or rates at which the debt securities will bear
                  interest, if any, or the method of calculating the rate or
                  rates of interest, the date or dates from which interest will
                  accrue or the


                                       15
   18


                  method by which the date or dates will be determined, the
                  dates on which interest will be payable, and any regular
                  record date for payment of interest;

         o        the place or places where the principal of, premium, if any,
                  and interest on the debt securities will be payable;

         o        any covenants to which Emmis may be subject with respect to
                  the debt securities;

         o        the place or places where the debt securities may be exchanged
                  or transferred;

         o        the terms and conditions upon which we may redeem the debt
                  securities, in whole or in part, at our option;

         o        the terms and conditions upon which we may be obligated to
                  redeem or purchase the debt securities under any sinking fund
                  or similar provisions or upon the happening of a specified
                  event or at the option of a holder;

         o        the denominations in which the debt securities will be
                  issuable, if other than denominations of $1,000 and any
                  integral multiple of $1,000;

         o        if other than U.S. dollars, the currency or currencies,
                  including the currency unit or units, in which payments of
                  principal of, premium, if any, and interest on the debt
                  securities will or may be payable, or in which the debt
                  securities shall be denominated, and any particular related
                  provisions;

         o        if we or a holder may elect that payments of principal of,
                  premium, if any, or interest on the debt securities be made in
                  a currency or currencies, including currency unit or units,
                  other than that in which the debt securities are denominated
                  or designated to be payable, the currency or currencies in
                  which such payments are to be made, including the terms and
                  conditions applicable to any payments and the manner in which
                  the exchange rate with respect to such payments will be
                  determined, and any particular related provisions;

         o        if the amount of payments of principal of, premium, if any,
                  and interest on debt securities are determined with reference
                  to an index, formula or other method, which may be based,
                  without limitation, on a currency or currencies other than
                  that in which the debt securities are denominated or
                  designated to be payable, the index, formula or other method
                  by which the amounts will be determined;

         o        if other than the full principal amount, the portion of the
                  principal amount of the debt securities which will be payable
                  upon declaration of acceleration of maturity;

         o        the applicability of the provisions described in "--Defeasance
                  and Covenant Defeasance" below;

         o        whether the subordination provisions summarized below or
                  different subordination provisions will apply to any debt
                  securities that are subordinated debt securities;

         o        the events of default;

         o        any agents for the debt securities, including trustees,
                  depositories, authenticating or paying agents, transfer agents
                  or registrars;

         o        any provisions relating to the satisfaction and discharge of
                  the debt securities;


                                       16
   19


         o        if we will issue the debt securities in whole or in part in
                  the form of global securities; and

         o        any other terms of the debt securities.

         The debt securities may be offered and sold at a substantial discount
below their stated principal amount and may be "original issue discount
securities." "Original issue discount securities" will bear no interest or
interest at a rate below the prevailing market rate at the time of issuance. In
addition, less than the entire principal amount of these securities will be
payable upon declaration of acceleration of their maturity. We will describe any
United States federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the applicable
prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

         Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at our office or agency maintained for such purpose in New York and
at any other office or agency maintained for that purpose. We will issue the
debt securities in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise provided in the debt securities to be transferred or exchanged,
no service charge will be made for any registration of transfer or exchange of
the debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge imposed because of the transactions.

         All money paid by us to a paying agent for the payment of principal of,
premium, if any, or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.

         In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

         The following provisions will apply to the debt securities of any
series if the prospectus supplement relating to such series so indicates.

         Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.

         Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants. If you are not a participant in DTC, you may
beneficially own debt securities held by DTC only through a participant.

         The laws of some states require that certain purchasers of securities
take physical delivery of the securities in definitive form. These limits and
laws may impair the ability to transfer beneficial interests in a global
security.


                                       17
   20


         DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act. DTC holds the securities that its participants deposit.
DTC also records the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for participants' accounts. This eliminates the need to exchange
certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The rules that
apply to DTC and its participants are on file with the SEC.

         DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

         DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

         We will wire payments of principal, premium, if any, and interest to
DTC's nominee. We and the trustee will treat DTC's nominee as the owner of the
global securities for all purposes. Accordingly, we, the trustee and any paying
agent will have no direct responsibility or liability to pay amounts due on the
global securities to owners of beneficial interests in the global securities.

         It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.

         So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by that global security for
all purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:

         o        DTC notifies us that it is unwilling or unable to continue as
                  depositary or if DTC ceases to be a clearing agency registered
                  under applicable law and a successor depositary is not
                  appointed by us within 90 days; or

         o        we determine not to require all of the debt securities of a
                  series to be represented by a global security.

         If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.


                                       18
   21


INDENTURES

         Debt securities that will be senior debt will be issued under a senior
indenture between us and The Bank of Nova Scotia Trust Company of New York, as
trustee. We call that indenture, as it may be supplemented from time to time,
the Senior Debt Indenture. Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and The Bank of Nova Scotia
Trust Company of New York, as trustee. We call that indenture, as it may be
supplemented from time to time, the Subordinated Debt Indenture. We refer to The
Bank of Nova Scotia Trust Company of New York as the "senior debt indenture
trustee" or as the "subordinated debt indenture trustee" as the context may
require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

         Holders of subordinated debt securities should recognize that
contractual provisions in the Subordinated Debt Indenture may prohibit us from
making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of our senior indebtedness.

         Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

         o        of any insolvency or bankruptcy proceedings, or any
                  receivership, liquidation, reorganization or other similar
                  proceedings involving us or a substantial part of our
                  property;

         o        that (a) a default has occurred in the payment of principal,
                  any premium, interest or other monetary amounts due and
                  payable on any senior indebtedness or (b) there has occurred
                  any other event of default concerning senior indebtedness,
                  that permits the holder or holders of the senior indebtedness
                  to accelerate the maturity of the senior indebtedness, with
                  notice or passage of time, or both, and that event of default
                  has continued beyond the applicable grace period, if any, and
                  that default or event of default has not been cured or waived
                  or has not ceased to exist; or

         o        that the principal of and accrued interest on any subordinated
                  debt securities have been declared due and payable upon an
                  event of default as defined under the Subordinated Debt
                  Indenture and that declaration has not been rescinded and
                  annulled as provided under the Subordinated Debt Indenture.


         The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.


CONSOLIDATION, MERGER AND SALE OF ASSETS

         We may not consolidate or merge with or into any other person,
including any other entity, or convey, transfer or lease all or substantially
all of our properties and assets to any person or group of affiliated persons
unless:

         o        we are the continuing corporation or the person, if other than
                  us, formed by such consolidation or with which or into which
                  we are merged or the person to which all or substantially all
                  our properties and assets are conveyed, transferred or leased
                  is a corporation or other entity organized and existing under
                  the laws of the United States, any of its States or the
                  District of Columbia and expressly assumes our obligations
                  under the debt securities and each indenture; and

         o        immediately after giving effect to the transaction, there is
                  no default and no event of default under the relevant
                  indenture.


                                       19
   22


         If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the indentures, and thereafter, except in the case of a lease, we will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

EVENTS OF DEFAULT

         Unless otherwise specified in the applicable prospectus supplement,
"events of default" under each indenture with respect to debt securities of any
series will include:

         o        default in the payment of interest on any debt security of
                  that series when due that continues for a period of 30 days;

         o        default in the payment of principal of or premium on any debt
                  security of that series when due;

         o        default in the deposit of any sinking fund payment on that
                  series for five days after it becomes due;

         o        failure to comply with any of our other agreements contained
                  in the indenture for a period of 60 days after written notice
                  to us in accordance with the terms of the indenture;

         o        failure to pay when due the principal of, or acceleration of,
                  any indebtedness for money borrowed by us in excess of the
                  amount specified in the indenture, if the indebtedness is not
                  discharged, or the acceleration is not annulled, within 30
                  days of our receiving written notice of the failure in
                  accordance with the indenture;

         o        certain events of bankruptcy, insolvency or reorganization;
                  and

         o        any other events of default specified in the applicable
                  prospectus supplement.

         No event of default with respect to a particular series of debt
securities, except as to certain events involving bankruptcy, insolvency or
reorganization with respect to us, necessarily constitutes an event of default
with respect to any other series of debt securities.

         In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

         If there is a continuing event of default, the trustee or the holders
of at least 25% in aggregate principal amount of the then outstanding debt
securities of an affected series may require us to repay immediately the unpaid
principal, or if the debt securities of that series are original issue discount
securities, the portion of the principal amount as may be specified in the terms
of that series, of and interest on all debt securities of that series. Subject
to certain conditions, the holders of a majority in principal amount of the debt
securities of a series may rescind our obligation to accelerate repayment and
may waive past defaults, except a default in payment of the principal of and
premium, if any, and interest on any debt security of that series and some
covenant defaults under the terms of that series.

         Under the terms of each indenture, the trustee may refuse to enforce
the indenture or the debt securities unless it first receives satisfactory
security or indemnity from the holders of debt securities. Subject to
limitations specified in each indenture, the holders of a majority in principal
amount of the debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee.


                                       20
   23


         No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture except as set forth in the applicable prospectus supplement.

         Notwithstanding the foregoing, the holder of any debt security will
have an absolute and unconditional right to receive payment of the principal of
and premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

         Each indenture requires us to furnish to the trustee annually a
certificate as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

         We can discharge or defease our obligations under the indentures as
stated below or as provided in the applicable prospectus supplement.

         Unless otherwise provided in the applicable prospectus supplement, we
may discharge obligations to holders of any series of debt securities that have
not already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or United States government
obligations, as trust funds, in an amount certified to be enough to pay when
due, whether at maturity, upon redemption or otherwise, the principal of,
premium, if any, and interest on the debt securities and any mandatory sinking
fund payments.

MODIFICATION OF THE INDENTURES

         Each indenture permits us and the relevant trustee to amend the
indenture without the consent of the holders of any of the debt securities:



         o        to evidence the succession of another corporation or entity
                  and the assumption of our covenants under such indenture and
                  the debt securities;



         o        to add to our covenants or to the events of default or to make
                  certain other changes which would not adversely affect in any
                  material respect the holder of any outstanding debt
                  securities;

         o        to cure any ambiguity, defect or inconsistency; and

         o        for other purposes as described in each indenture.

         Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that, without the consent of the
holder of each debt security so affected, no such amendment may:

         o        change the maturity of the principal of or premium, if any, or
                  any installment of principal or interest on any debt security;

         o        reduce the principal amount of any debt security, or the rate
                  of interest or any premium payable upon the redemption,
                  repurchase or repayment of any debt security, or change the
                  manner in which the amount of any of the foregoing is
                  determined;

         o        reduce the amount of principal payable upon acceleration of
                  maturity;


                                       21
   24


         o        change the place of payment where, or the currency or currency
                  unit in which, any debt security or any premium or interest on
                  the debt security is payable;

         o        reduce the percentage in principal amount of affected debt
                  securities the consent of whose holders is required for
                  amendment of the indenture or for waiver of compliance with
                  some provisions of the indenture or for waiver of some
                  defaults; or

         o        modify the provisions relating to waiver of some defaults or
                  any of the provisions relating to amendment of the indenture
                  except to increase the percentage required for consent or to
                  provide that some other provisions of the indenture may not be
                  modified or waived.

         The holders of a majority in principal amount of the debt securities of
any series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.

         We may not amend the Subordinated Debt Indenture to alter the
subordination of any outstanding subordinated debt securities in a manner
adverse to the holders of senior indebtedness without the written consent of the
holders of senior indebtedness then outstanding under the terms of such senior
indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

         Except as provided in the applicable prospectus supplement, we may
elect either

         o        to be discharged from all our obligations in respect of debt
                  securities of any series, except for our obligations to
                  register the transfer or exchange of debt securities, to
                  replace temporary, destroyed, stolen, lost or mutilated debt
                  securities, to maintain paying agencies and to hold monies for
                  payment in trust (we will refer to this discharge as
                  "defeasance"), or

         o        to be released from our obligations to comply with some
                  restrictive covenants applicable to the debt securities of any
                  series (we will refer to this release as "covenant
                  defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if, among
other things, we have received an opinion of counsel to the effect that the
holders of debt securities of the series (a) will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit, defeasance or
covenant defeasance and (b) will be subject to federal income tax on the same
amounts, and in the same manner and at the same times as would have been the
case if the deposit, defeasance or covenant defeasance had not occurred. The
opinion, in the case of defeasance under the first bullet point above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable federal income tax laws occurring after the date of the relevant
indenture.

         We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.


                                       22
   25


CONVERSION RIGHTS



         The terms and conditions, if any, on which debt securities being
offered are convertible into Class A common stock or other of our securities
will be set forth in an applicable prospectus supplement. Those terms will
include the conversion price, the conversion period, provisions as to whether
conversion will be at the option of the holder or us, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event that the debt securities are redeemed.



REGARDING THE TRUSTEE

         The Bank of Nova Scotia Trust Company of New York will serve as the
senior debt indenture trustee and as the subordinated debt indenture trustee.
The Bank of Nova Scotia Trust Company of New York currently serves as trustee
under the indenture governing our senior discount notes.

         Each indenture contains limitations on the rights of the trustee,
should the trustee become our creditor, to obtain payment of claims in some
cases, or to realize on specified property received in respect of these claims,
as security or otherwise. The trustee and its affiliates may engage in, and will
be permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.

                        DESCRIPTION OF WARRANTS OF EMMIS

         Emmis may issue warrants to purchase shares of Class A common stock,
preferred stock or debt securities. Warrants may be issued, subject to
regulatory approvals, independently or together with any shares of common stock,
preferred stock or debt securities and may be attached to or separate from such
shares of common stock or preferred stock or debt securities. Each series of
warrants will be issued under a separate warrant agreement (each, a "Warrant
Agreement") to be entered into between Emmis and a warrant agent (each, a
"Warrant Agent"). The Warrant Agent will act solely as an agent of Emmis in
connection with the Warrants of such series and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. The following sets forth certain general terms and provisions of
the warrants offered hereby. Further terms of the warrants and the applicable
Warrant Agreement will be set forth in the applicable prospectus supplement.

         The applicable prospectus supplement will describe the following terms
of any warrants in respect of which this prospectus is being delivered:

         o        the title of the warrants;

         o        the securities (which may include shares of Class A common
                  stock or preferred stock or debt securities) for which the
                  warrants are exercisable;

         o        the price or prices at which the warrants will be issued;

         o        the periods during which the warrants are exercisable;

         o        the number of shares of Class A common stock or preferred
                  stock or the amount of debt securities for which each warrant
                  is exercisable;

         o        the exercise price for the warrants, including any changes to
                  or adjustments in the exercise price;

         o        the currency or currencies, including composite currencies, in
                  which the exercise price of the warrants may be payable;


                                       23
   26


         o        if applicable, the designation and terms of the series of
                  preferred stock with which the warrants are issued;

         o        if applicable, the terms of the debt securities with which the
                  warrants are issued;

         o        the number of warrants issued with each share of Class A
                  common stock or preferred stock;

         o        if applicable, the date on and after which the warrants and
                  the related Class A common stock, preferred stock or debt
                  securities will be separately transferable;

         o        any listing of the warrants on a securities exchange;

         o        if applicable, a discussion of material United States federal
                  income tax consequences and other special considerations with
                  respect to any warrants; and

         o        any other terms of the warrants, including terms, procedures
                  and limitations relating to the transferability, exchange and
                  exercise of such warrants.

               DESCRIPTION OF DEBT SECURITIES OF OPERATING COMPANY

         Operating Company may issue senior or subordinated debt securities. The
senior debt securities will constitute part of its senior debt, will be issued
under a senior debt indenture and will rank on a parity with all of its other
unsecured and unsubordinated debt. The subordinated debt securities will be
issued under its subordinated debt indenture and will be subordinate and junior
in right of payment, as set forth in the subordinated debt indenture, to all of
Operating Company's senior indebtedness. If this prospectus is being delivered
in connection with a series of subordinated debt securities, the accompanying
prospectus supplement or the information we incorporate in this prospectus by
reference will indicate the approximate amount of senior indebtedness
outstanding as of the end of the most recent fiscal quarter. Operating Company
refers to its senior debt indenture and its subordinated debt indenture
individually as an "indenture" and collectively as the "indentures." The forms
of the indentures are exhibits to the registration statement Operating Company
filed with the SEC, of which this prospectus is a part.

         Operating Company has summarized below the material provisions of the
indentures and the debt securities, or indicated which material provisions will
be described in the related prospectus supplement. These descriptions are only
summaries, and each investor should refer to the applicable indenture, which
describes completely the terms and definitions summarized below and contains
additional information regarding the debt securities. Any reference to
particular sections or defined terms of the applicable indenture in any
statement under this heading qualifies the entire statement and incorporates by
reference the applicable section or definition into that statement.

GENERAL

         The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. Operating Company may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
Operating Company's board of directors or in a supplement to the indenture
relating to that series.

         The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that Operating Company may offer will
state the price or prices at which the debt securities will be offered, and will
contain the specific terms of that series. These terms may include the
following:

         o        the title of the series of debt securities;


                                       24
   27


         o        whether the debt securities are senior debt securities or
                  subordinated debt securities or any combination thereof;

         o        the purchase price, denomination and any limit on the
                  aggregate principal amount of the debt securities;

         o        the date or dates on which principal and premium, if any, on
                  the debt securities will be payable;



         o        the terms and conditions, if any, under which the debt
                  securities may be converted into or exchanged for Class A
                  common stock or other securities;



         o        the rate or rates at which the debt securities will bear
                  interest, if any, or the method of calculating the rate or
                  rates of interest, the date or dates from which interest will
                  accrue or the method by which the date or dates will be
                  determined, the dates on which interest will be payable, and
                  any regular record date for payment of interest;

         o        the place or places where the principal of, premium, if any,
                  and interest on the debt securities will be payable;

         o        any covenant to which Operating Company may be subject with
                  respect to the debt securities,

         o        the place or places where the debt securities may be exchanged
                  or transferred;

         o        the terms and conditions upon which Operating Company may
                  redeem the debt securities, in whole or in part, at our
                  option;

         o        the terms and conditions upon which Operating Company may be
                  obligated to redeem or purchase the debt securities under any
                  sinking fund or similar provisions or upon the happening of a
                  specified event or at the option of a holder;

         o        the denominations in which the debt securities will be
                  issuable, if other than denominations of $1,000 and any
                  integral multiple of $1,000;

         o        if other than U.S. dollars, the currency or currencies,
                  including the currency unit or units, in which payments of
                  principal of, premium, if any, and interest on the debt
                  securities will or may be payable, or in which the debt
                  securities shall be denominated, and any particular related
                  provisions;

         o        if Operating Company or a holder may elect that payments of
                  principal of, premium, if any, or interest on the debt
                  securities be made in a currency or currencies, including
                  currency unit or units, other than that in which the debt
                  securities are denominated or designated to be payable, the
                  currency or currencies in which such payments are to be made,
                  including the terms and conditions applicable to any payments
                  and the manner in which the exchange rate with respect to such
                  payments will be determined, and any particular related
                  provisions;

         o        if the amount of payments of principal of, premium, if any,
                  and interest on debt securities are determined with reference
                  to an index, formula or other method, which may be based,
                  without limitation, on a currency or currencies other than
                  that in which the debt securities are denominated or
                  designated to be payable, the index, formula or other method
                  by which the amounts will be determined;

         o        if other than the full principal amount, the portion of the
                  principal amount of the debt securities which will be payable
                  upon declaration of acceleration of maturity;


                                       25
   28


         o        the applicability of the provisions described in "--Defeasance
                  and Covenant Defeasance" below'

         o        the events of default;

         o        whether the subordination provisions summarized below or
                  different subordination provisions will apply to any debt
                  securities that are subordinated debt securities;

         o        any agents for the debt securities, including trustees,
                  depositories, authenticating or paying agents, transfer agents
                  or registrars;

         o        any provisions relating to the satisfaction and discharge of
                  the debt securities;

         o        if we will issue the debt securities in whole or in part in
                  the form of global securities; and

         o        any other terms of the debt securities.

         The debt securities may be offered and sold at a substantial discount
below their stated principal amount and may be "original issue discount
securities." "Original issue discount securities" will bear no interest or
interest at a rate below the prevailing market rate at the time of issuance. In
addition, less than the entire principal amount of these securities will be
payable upon declaration of acceleration of their maturity. Operating Company
will describe any United States federal income tax consequences and other
special considerations applicable to any such original issue discount securities
in the applicable prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

         Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities will be
registrable, at the office or agency maintained by Operating Company for such
purpose in New York and at any other office or agency maintained for that
purpose. Operating Company will issue the debt securities in denominations of
$1,000 or integral multiples of $1,000. Unless otherwise provided in the debt
securities to be transferred or exchanged, no service charge will be made for
any registration of transfer or exchange of the debt securities, but Operating
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed because of the transactions.

         All money paid by Operating Company to a paying agent for the payment
of principal of, premium, if any, or interest on any debt security which remains
unclaimed for one year after the principal, premium or interest has become due
and payable may be repaid to Operating Company, and thereafter the holder of the
debt security may look only to Operating Company for payment of those amounts.

         In the event of any redemption, Operating Company will not be required
to (a) issue, register the transfer of or exchange the debt securities of any
series during a period beginning 15 days before the mailing of a notice of
redemption of debt securities of that series to be redeemed and ending on the
date of the mailing or (b) register the transfer of or exchange any debt
security, or portion thereof, called for redemption, except the unredeemed
portion of any debt security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

         The following provisions will apply to the debt securities of any
series if the prospectus supplement relating to such series so indicates.

         Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered


                                       26
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in the name of The Depository Trust Company, New York, or its nominee. This
means that Operating Company will not issue certificates to each holder. Each
global security will be issued to DTC, which will keep a computerized record of
its participants, such as your broker, whose clients have purchased debt
securities. Each participant will then keep a record of its clients who
purchased the debt securities. Unless it is exchanged in whole or in part for a
certificate, a global security may not be transferred, except that DTC, its
nominees, and their successors may transfer a global security as a whole to one
another.

         Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants. If you are not a participant in DTC, you may
beneficially own debt securities held by DTC only through a participant.

         The laws of some states require that certain purchasers of securities
take physical delivery of the securities in definitive form. These limits and
laws may impair the ability to transfer beneficial interests in a global
security.

         DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the United States Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under the provisions of Section 17A of the
Securities Exchange Act. DTC holds the securities that its participants deposit.
DTC also records the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for participants' accounts. This eliminates the need to exchange
certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The rules that
apply to DTC and its participants are on file with the SEC.

         DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

         DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

         Operating Company will wire payments of principal, premium, if any, and
interest to DTC's nominee. Operating Company and the trustee will treat DTC's
nominee as the owner of the global securities for all purposes. Accordingly,
Operating Company, the trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global securities to
owners of beneficial interests in the global securities.

         It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or Operating Company.

         So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by that global security for
all purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. Operating Company will issue debt securities of any series
then represented by global securities in definitive form in exchange for those
global securities if:


                                       27
   30


         o        DTC notifies Operating Company that it is unwilling or unable
                  to continue as depositary or if DTC ceases to be a clearing
                  agency registered under applicable law and a successor
                  depositary is not appointed by Operating Company within 90
                  days; or

         o        Operating Company determine not to require all of the debt
                  securities of a series to be represented by a global security.

         If Operating Company issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of those debt securities in definitive form. Debt securities issued in
definitive form will, except as set forth in the applicable prospectus
supplement, be issued in denominations of $1,000 and any multiple of $1,000 and
will be issued in registered form only, without coupons.

INDENTURES

         Debt securities that will be senior debt will be issued under a senior
indenture between us and The Bank of Nova Scotia Trust Company of New York, as
trustee. Operating Company calls that indenture, as it may be supplemented from
time to time, the Senior Debt Indenture. Debt securities that will be
subordinated debt will be issued under a Subordinated Indenture between
Operating Company and The Bank of Nova Scotia Trust Company of New York, as
trustee. Operating Company calls that indenture, as it may be supplemented from
time to time, the Subordinated Debt Indenture. Operating Company refers to The
Bank of Nova Scotia Trust Company of New York as the "senior debt indenture
trustee" or as the "subordinated debt indenture trustee" as the context may
require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

         Holders of subordinated debt securities should recognize that
contractual provisions in the Subordinated Debt Indenture may prohibit Operating
Company from making payments on these securities. Subordinated debt securities
are subordinate and junior in right of payment, to the extent and in the manner
stated in the Subordinated Debt Indenture, to all of the senior indebtedness of
Operating Company as defined in the Subordinated Debt Indenture.

         Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

         o        of any insolvency or bankruptcy proceedings, or any
                  receivership, liquidation, reorganization or other similar
                  proceedings involving us or a substantial part of our
                  property;

         o        that (a) a default has occurred in the payment of principal,
                  any premium, interest or other monetary amounts due and
                  payable on any senior indebtedness or (b) there has occurred
                  any other event of default concerning senior indebtedness,
                  that permits the holder or holders of the senior indebtedness
                  to accelerate the maturity of the senior indebtedness, with
                  notice or passage of time, or both, and that event of default
                  has continued beyond the applicable grace period, if any, and
                  that default or event of default has not been cured or waived
                  or has not ceased to exist; or

         o        that the principal of and accrued interest on any subordinated
                  debt securities have been declared due and payable upon an
                  event of default as defined under the Subordinated Debt
                  Indenture and that declaration has not been rescinded and
                  annulled as provided under the Subordinated Debt Indenture.


         The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.



                                       28
   31


CONSOLIDATION, MERGER AND SALE OF ASSETS

         Operating Company may not consolidate or merge with or into any other
person, including any other entity, or convey, transfer or lease all or
substantially all of our properties and assets to any person or group of
affiliated persons unless:

         o        Operating Company is the continuing corporation or the person,
                  if other than Operating Company, formed by such consolidation
                  or with which or into which Operating Company is merged or the
                  person to which all or substantially all its properties and
                  assets are conveyed, transferred or leased is a corporation or
                  other entity organized and existing under the laws of the
                  United States, any of its States or the District of Columbia
                  and expressly assumes Operating Company's obligations under
                  the debt securities and each indenture; and

         o        immediately after giving effect to the transaction, there is
                  no default and no event of default under the relevant
                  indenture.

         If Operating Company consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for
Operating Company, and may exercise its rights and powers under the indentures,
and thereafter, except in the case of a lease, Operating Company will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

EVENTS OF DEFAULT

         Unless otherwise specified in the applicable prospectus supplement,
"events of default" under each indenture with respect to debt securities of any
series will include:

         o        default in the payment of interest on any debt security of
                  that series when due that continues for a period of 30 days;

         o        default in the payment of principal of or premium on any debt
                  security of that series when due;

         o        default in the deposit of any sinking fund payment on that
                  series for five days after it becomes due;

         o        failure to comply with any of our other agreements contained
                  in the indenture for a period of 60 days after written notice
                  to Operating Company in accordance with the terms of the
                  indenture;

         o        failure to pay when due the principal of, or acceleration of,
                  any indebtedness for money borrowed by us in excess of the
                  amount specified in the indenture, if the indebtedness is not
                  discharged, or the acceleration is not annulled, within 30
                  days of Operating Company's receiving written notice of the
                  failure in accordance with the indenture;

         o        certain events of bankruptcy, insolvency or reorganization;
                  and

         o        any other events of default specified in the applicable
                  prospectus supplement.

         No event of default with respect to a particular series of debt
securities, except as to certain events involving bankruptcy, insolvency or
reorganization with respect to Operating Company, necessarily constitutes an
event of default with respect to any other series of debt securities.


                                       29
   32


         In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

         If there is a continuing event of default, the trustee or the holders
of at least 25% in aggregate principal amount of the then outstanding debt
securities of an affected series may require us to repay immediately the unpaid
principal, or if the debt securities of that series are original issue discount
securities, the portion of the principal amount as may be specified in the terms
of that series, of and interest on all debt securities of that series. Subject
to certain conditions, the holders of a majority in principal amount of the debt
securities of a series may rescind our obligation to accelerate repayment and
may waive past defaults, except a default in payment of the principal of and
premium, if any, and interest on any debt security of that series and some
covenant defaults under the terms of that series.

         Under the terms of each indenture, the trustee may refuse to enforce
the indenture or the debt securities unless it first receives satisfactory
security or indemnity from the holders of debt securities. Subject to
limitations specified in each indenture, the holders of a majority in principal
amount of the debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee.

         No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture except as set forth in the applicable prospectus supplement.

         Notwithstanding the foregoing, the holder of any debt security will
have an absolute and unconditional right to receive payment of the principal of
and premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

         Each indenture requires Operating Company to furnish to the trustee
annually a certificate as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

         Operating Company can discharge or defease its obligations under the
indentures as stated below or as provided in the applicable prospectus
supplement.

         Unless otherwise provided in the applicable prospectus supplement,
Operating Company may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Operating Company
may effect a discharge by irrevocably depositing with the trustee cash or United
States government obligations, as trust funds, in an amount certified to be
enough to pay when due, whether at maturity, upon redemption or otherwise, the
principal of, premium, if any, and interest on the debt securities and any
mandatory sinking fund payments.

MODIFICATION OF THE INDENTURES


         Each indenture permits Operating Company and the relevant trustee to
amend the indenture without the consent of the holders of any of the debt
securities:




         o        to evidence the succession of another corporation or entity
                  and the assumption of Operating Company's covenants under such
                  indenture and the debt securities;




                                       30
   33


         o        to add to our covenants or to the events of default or to make
                  certain other changes which would not adversely affect in any
                  material respect the holder of any outstanding debt
                  securities;

         o        to cure any ambiguity, defect or inconsistency; and

         o        for other purposes as described in each indenture.

         Each indenture also permits Operating Company and the trustee, with the
consent of the holders of a majority in principal amount of the debt securities
of each series affected by the amendment, with each such series voting as a
class, to add any provisions to or change or eliminate any of the provisions of
such indenture or any supplemental indenture or to modify the rights of the
holders of debt securities of each series, provided, however, that, without the
consent of the holder of each debt security so affected, no such amendment may:

         o        change the maturity of the principal of or premium, if any, or
                  any installment of principal or interest on any debt security;

         o        reduce the principal amount of any debt security, or the rate
                  of interest or any premium payable upon the redemption,
                  repurchase or repayment of any debt security, or change the
                  manner in which the amount of any of the foregoing is
                  determined;

         o        reduce the amount of principal payable upon acceleration of
                  maturity;

         o        change the place of payment where, or the currency or currency
                  unit in which, any debt security or any premium or interest on
                  the debt security is payable;

         o        reduce the percentage in principal amount of affected debt
                  securities the consent of whose holders is required for
                  amendment of the indenture or for waiver of compliance with
                  some provisions of the indenture or for waiver of some
                  defaults; or

         o        modify the provisions relating to waiver of some defaults or
                  any of the provisions relating to amendment of the indenture
                  except to increase the percentage required for consent or to
                  provide that some other provisions of the indenture may not be
                  modified or waived.

         The holders of a majority in principal amount of the debt securities of
any series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, Operating Company's compliance
with some restrictive provisions of the indentures.

         Operating Company may not amend the Subordinated Debt Indenture to
alter the subordination of any outstanding subordinated debt securities in a
manner adverse to the holders of senior indebtedness without the written consent
of the holders of senior indebtedness then outstanding under the terms of such
senior indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

         Except as provided in the applicable prospectus supplement, Operating
Company may elect either


         o        to be discharged from all our obligations in respect of debt
                  securities of any series, except for its obligations to
                  register the transfer or exchange of debt securities, to
                  replace temporary, destroyed, stolen, lost or mutilated debt
                  securities, to maintain paying agencies and to hold monies for
                  payment in trust (we will refer to this discharge as
                  "defeasance"), or


                                       31
   34


         o        to be released from its obligations to comply with some
                  restrictive covenants applicable to the debt securities of any
                  series (we will refer to this release as "covenant
                  defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. Operating Company may establish such a trust
only if, among other things, it has received an opinion of counsel to the effect
that the holders of debt securities of the series (a) will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit,
defeasance or covenant defeasance and (b) will be subject to federal income tax
on the same amounts, and in the same manner and at the same times as would have
been the case if the deposit, defeasance or covenant defeasance had not
occurred. The opinion, in the case of defeasance under the first bullet point
above, must refer to and be based upon a ruling of the Internal Revenue Service
or a change in applicable federal income tax laws occurring after the date of
the relevant indenture.

         Operating Company may exercise the defeasance option with respect to
debt securities notwithstanding its prior exercise of the covenant defeasance
option. If Operating Company exercises the defeasance option, payment of the
debt securities may not be accelerated because of a default. If we exercise the
covenant defeasance option, payment of the debt securities may not be
accelerated by reason of a default with respect to the covenants to which
covenant defeasance is applicable. However, if the acceleration were to occur by
reason of another default, the realizable value at the acceleration date of the
money and U.S. government obligations in the defeasance trust could be less than
the principal and interest then due on the debt securities, in that the required
deposit in the defeasance trust is based upon scheduled cash flow rather than
market value, which will vary depending upon interest rates and other factors.

CONVERSION RIGHTS



         The terms and conditions, if any, on which debt securities being
offered are convertible into Class A common stock or other securities will be
set forth in an applicable prospectus supplement. Such terms will include the
conversion price, the conversion period, provisions as to whether conversion
will be at the option of the holder or Operating Company, the events requiring
an adjustment of the conversion price and provisions affecting conversion in the
event that the debt securities are redeemed.



REGARDING THE TRUSTEE

         The Bank of Nova Scotia Trust Company of New York will serve as the
senior debt indenture trustee and as the subordinated debt indenture trustee.
The Bank of Nova Scotia Trust Company of New York currently serves as trustee
under the indenture governing our senior subordinated notes.

         Each indenture contains limitations on the rights of the trustee,
should the trustee become our creditor, to obtain payment of claims in some
cases, or to realize on specified property received in respect of these claims,
as security or otherwise. The trustee and its affiliates may engage in, and will
be permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.

                          DESCRIPTION OF THE GUARANTEES

         Emmis may from time to time guarantee the obligations of Operating
Company relating to its debt securities issued under this prospectus.

         Operating Company may from time to time guarantee the obligations of
Emmis relating to its debt securities issued under this prospectus.


                                       32
   35


         Certain of the direct and indirect wholly-owned subsidiaries of Emmis
may guarantee the obligations of Emmis and/or Operating Company relating to the
debt securities of either of them issued under this prospectus.



         The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.






                                       33
   36




                              PLAN OF DISTRIBUTION

         We may sell the securities being offered by this prospectus in various
ways, including through agents, through underwriters, through dealers and
directly to one or more other purchasers.

         We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, as amended,
and state any commissions we are to pay to that agent in the applicable
prospectus supplement. That agent will be acting on a reasonable efforts basis
for the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis.

         If we use any underwriters to offer and sell these securities, we will
enter into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names of
the underwriters and the terms of the transaction in the applicable prospectus
supplement.

         If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.

         Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.

         Sales of shares of Class A common stock and other securities also may
be effected from time to time in one or more types of transactions (which may
include block transactions, special offerings, exchange distributions, secondary
distributions or purchases by a broker or dealer) on the Nasdaq National Market
or any other national securities exchange or automated trading and quotation
system on which the Class A common stock or other securities are listed, in the
over-the-counter market, in negotiated transactions, through options
transactions relating to the shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, at negotiated prices or at
fixed prices. Such transactions may or may not involve brokers or dealers. Any
shares of Class A common stock offered under this prospectus will be listed on
the Nasdaq National Market, subject to notice of issuance.

         Each issue of preferred stock, warrants and debt securities will be a
new issue of securities with no established trading market. It has not been
established whether the underwriters, if any, of the securities will make a
market in these securities. If a market in the preferred stock, warrants or debt
securities is made by any such underwriters, such market-making may be
discontinued at any time without notice. We can give no assurance as to the
liquidity of the trading market of these securities.

         In order to facilitate the offering of the securities offered under
this prospectus, the underwriters may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities or any other securities
the prices of which may be used to determine payments on these securities.
Specifically, the underwriters may over-allot in connection with the offering,
creating a short position in these securities for their own accounts. In
addition, to cover over-allotments or to stabilize the price of these securities
or of any other securities, the underwriters may bid for, and purchase, these
securities or any other securities in the open market. Finally, in any offering
of the securities through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer
for distributing these securities in the offering, if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of these securities above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.


                                       34
   37


         If so indicated in the applicable prospectus supplement, one or more
firms, which we refer to as "remarketing firms," acting as principals for their
own accounts or as agents for us, may offer and sell these securities as part of
a remarketing upon their purchase, in accordance with their terms. We will
identify any remarketing firm, the terms of its agreement, if any, with us and
its compensation in the applicable prospectus supplement.

         Remarketing firms, agents, underwriters and dealers may be entitled
under agreements with us to indemnification by us against some civil
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.

         If so indicated in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by some purchasers to purchase debt
securities, purchase contracts or units, as the case may be, from us at the
public offering price stated in the prospectus supplement under delayed delivery
contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to only those conditions described in the
prospectus supplement, and the prospectus supplement will state the commission
payable for solicitation of these offers.

         Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.

                                  LEGAL MATTERS

         Certain legal matters relating to the validity of the securities will
be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New
York, New York, and by Bose McKinney & Evans LLP, Indianapolis, Indiana. Certain
legal matters will be passed upon for the underwriters, if any, by Latham &
Watkins, New York, New York, or by the counsel named in the applicable
prospectus supplement.

                                     EXPERTS

         The consolidated financial statements of Emmis and its subsidiaries as
of February (29) 28, 2000 and 2001 and for each of the three years in the period
ended February 28, 2001, incorporated by reference in this prospectus and
elsewhere in the registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

         The audited financial statements of Sinclair Broadcast Group, Inc.'s
St. Louis Radio Group as of December 31, 1999 and for the year ended December
31, 1999, incorporated by reference in this prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.

         The combined financial statements of KZLA-FM and the related FCC
broadcasting license owned by Bonneville Holding Company as of and for the year
ended December 31, 1999, incorporated in this prospectus by reference from Emmis
Communications Corporation's Registration Statement on Form S-4 filed on June 1,
2001, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in auditing and accounting.

         The audited financial statements of Lee Enterprises, Incorporated,
Certain Broadcasting Operations as of September 30, 1999 and 2000 and for each
of the three years in the period ended September 30, 2000, which are
incorporated by reference in this prospectus, have been audited by McGladrey &
Pullen, LLP, independent public accountants, as indicated in their report
incorporated by reference herein and are incorporated herein in reliance upon
the authority of said firm as experts in giving said reports.



                                       35
   38



================================================================================



                                  $500,000,000

                        EMMIS COMMUNICATIONS CORPORATION
                              Class A Common Stock
                              Preferred Stock
                              Depositary Shares
                              Debt Securities
                              Warrants
          Guarantees of the Debt Securities of Emmis Operating Company

                                   ----------


                             EMMIS OPERATING COMPANY
                                 Debt Securities
      Guarantees of the Debt Securities of Emmis Communications Corporation




                                  --------------

                                   Prospectus

                                         , 2001
                                  --------------


         No person has been authorized to give any information or to make any
representation other than those contained in this prospectus, and, if given or
made, any information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy
these securities in any circumstances in which this offer or solicitation is
unlawful. Neither the delivery of this prospectus nor any sale made under this
prospectus shall, under any circumstances, create any implication that there has
been no change in the affairs of Emmis Communications Corporation, Emmis
Operating Company or any subsidiary guarantor that has guarantees registered
under this prospectus since the date of this prospectus or that the information
contained in this prospectus is correct as of any time subsequent to its date.

         Broker-dealers that effect transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the broker-dealers' obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.


================================================================================

   39

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

         The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrants in connection with the
distribution of the securities being registered:


                                                                                      


      Securities and Exchange Commission registration fee.................               $125,000
      NASD filing fee ....................................................                 30,500
      Legal ..............................................................                100,000
      Printing ...........................................................                 25,000
      Accounting .........................................................                 50,000
      Miscellaneous ......................................................                 20,500
                                                                                         --------
                             TOTAL .......................................               $351,000
                                                                                         ========




         All amounts listed above, except for the SEC registration fee, are
estimates.

ITEM 15 - INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Emmis Communications Corporation and Emmis Operating Company are
Indiana corporations. Chapter 37 of The Indiana Business Corporation Law (the
"IBCL") requires a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the corporation who is
wholly successful, on the merits or otherwise, in the defense of any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, against
reasonable expenses, including counsel fees, incurred in connection with the
proceeding. Emmis' Second Amended and Restated Articles of Incorporation
expressly require such indemnification.

         The IBCL also permits a corporation to indemnify a director, officer,
employee or agent who is made a party to a proceeding because the person was a
director, officer, employee or agent of the corporation or its subsidiary
against liability incurred in the proceeding if (i) the individual's conduct was
in good faith and (ii) the individual reasonably believed (A) in the case of
conduct in the individual's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all other cases that
the individual's conduct was at least not opposed to the corporation's best
interests and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the individual's conduct was lawful or (B)
had no reasonable cause to believe the individual's conduct was unlawful. The
IBCL also permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and permits a court of
competent jurisdiction to order a corporation to indemnify a director or officer
if the court determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided in the IBCL.

         Emmis' Second Amended and Restated Articles of Incorporation generally
provide that any director or officer of Emmis or any person who is serving at
the request of Emmis as a director, officer, employee or agent of another entity
shall be indemnified and held harmless by Emmis to the fullest extent authorized
by



                                      II-1
   40

the IBCL. The Second Amended and Restated Articles of Incorporation also provide
such persons with certain rights to be paid by Emmis the expenses incurred in
defending proceedings in advance of their final disposition and authorize Emmis
to maintain insurance to protect itself and any director, officer, employee or
agent of Emmis or any person who is or was serving at the request of Emmis as a
director, officer, partner, trustee, employee or agent of another entity against
expense, liability or loss, whether or not Emmis would have the power to
indemnify such person against such expense, liability or loss under the Second
Amended and Restated Articles of Incorporation.



         The charter or similar documents of Operating Company and the
subsidiary guarantors listed as registrants under this registration statement
contain similar provisions.


ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


1.1***            Form of Underwriting Agreement.
3.1               Second Amended and Restated Articles of Incorporation of Emmis
                  Communications Corporation, incorporated by reference to
                  Exhibit 3.1 to Emmis Communication Corporation's Form 10-K/A
                  for the year ended February 29, 2000.
3.2***            Amendment to Articles of Incorporation of Emmis Communications
                  Corporation relating to the Preferred Stock.
3.3               Amended and Restated Bylaws of Emmis Communications
                  Corporation, incorporated by reference to Exhibit 3.2 to Emmis
                  Communications Corporation's Annual Report on Form 10-K/A for
                  the year ended February 29, 2000.
3.4*              Articles of Incorporation of Emmis Operating Company.
3.5*              Code of By-Laws of Emmis Operating Company.
3.6*              Articles of Incorporation of Emmis Radio Corporation and the
                  amendment thereto.
3.7*              Code of By-Laws of Emmis Radio Corporation.
3.8*              Amended and Restated Articles of Incorporation of SJL of
                  Kansas Corp.
3.9*              Amended and Restated By-Laws of SJL of Kansas Corp.
3.10*             Amended and Restated Articles of Incorporation of Topeka
                  Television Corporation.
3.11*             Amended and Restated By-Laws of Topeka Television Corporation.
3.12*             Articles of Incorporation of Emmis Meadowlands Corporation.
3.13*             Code of By-Laws of Emmis Meadowlands Corporation.
3.14*             Articles of Incorporation of Emmis Publishing Corporation and
                  articles of amendment thereto.
3.15*             Code of By-Laws of Emmis Publishing Corporation.
3.16*             Articles of Incorporation of Emmis International Broadcasting
                  Corporation.
3.17*             Bylaws of Emmis International Broadcasting Corporation.
3.18*             Articles of Incorporation of Emmis Latin America Broadcasting
                  Corporation.
3.19*             Code of By-Laws of Emmis Latin America Broadcasting
                  Corporation.
3.20*             Articles of Incorporation of Emmis South America Broadcasting
                  Corporation.
3.21*             Code of By-Laws of Emmis South America Broadcasting
                  Corporation.
3.22*             Agreement of Limited Partnership of Emmis Indiana
                  Broadcasting, L.P.
3.23*             Certificate of Indiana Limited Partnership of Emmis Indiana
                  Broadcasting, L.P. and the amendment thereto.
3.24*             Agreement of Limited Partnership of Emmis Publishing, L.P.
3.25*             Certificate of Indiana Limited Partnership of Emmis
                  Publishing, L.P.
3.26*             Agreement of Limited Partnership of Emmis Television
                  Broadcasting, L.P. and the first and second amendments
                  thereto.
3.27*             Certificate of Indiana Limited Partnership of Emmis Television
                  Broadcasting, L.P.
3.28*             Articles of Incorporation of Emmis License Corporation.
3.29*             Bylaws of Emmis License Corporation.
3.30*             Articles of Incorporation of Emmis Radio License Corporation
                  and the certificate of amendment thereto.
3.31*             Bylaws of Emmis Radio License Corporation.
3.32*             Articles of Incorporation of Emmis Television License
                  Corporation and the certificate of amendment thereto.
3.33*             Bylaws of Emmis Television License Corporation.
3.34*             Articles of Incorporation of Emmis License Corporation of New
                  York.
3.35*             Bylaws of Emmis License Corporation of New York.
3.36*             Articles of Incorporation of Emmis Radio License Corporation
                  of New York.
3.37*             Bylaws of Emmis Radio License Corporation of New York.
3.38*             Articles of Incorporation of Emmis Television License
                  Corporation of Wichita.
3.39*             Bylaws of Emmis Television License Corporation of Wichita.
3.40*             Articles of Incorporation of Emmis Television License
                  Corporation of Topeka.




                                      II-2
   41





3.41*             Bylaws of Emmis Television License Corporation of Topeka.



4.1*              Form of Senior Debt Indenture between Emmis Communications
                  Corporation and The Bank of Nova Scotia Trust Company of New
                  York, as trustee, including as an exhibit thereto the form of
                  note.
4.2*              Form of Subordinated Debt Indenture between Emmis
                  Communications Corporation and The Bank of Nova Scotia Trust
                  Company of New York, as trustee, including as an exhibit
                  thereto the form of note.
4.3*              Form of Senior Debt Indenture between Emmis Operating Company
                  and The Bank of Nova Scotia Trust Company of New York, as
                  trustee, including as an exhibit thereto the form of note.
4.4*              Form of Subordinated Debt Indenture between Emmis Operating
                  Company and The Bank of Nova Scotia Trust Company of New York,
                  as trustee, including as an exhibit thereto the form of note.


4.5***            Form of Warrant Agreement for Common Stock of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.6***            Form of Warrant Agreement for Preferred Stock of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.7***            Form of Warrant Agreement for Debt Securities of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.8               Form of Certificate of the Class A Common Stock of Emmis
                  Communications Corporation, incorporated by reference to Emmis
                  Communications Corporation's Registration Statement on Form
                  S-1, File No. 33-73218.
4.9***            Form of Deposit Agreement, including as an exhibit thereto the
                  form of depositary receipt for depositary shares.


5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
                  the legality of the securities being registered.
5.2*              Opinion of Bose McKinney & Evans LLP regarding the legality of
                  the securities being registered.


12.1**            Statements re computation of ratios.


23.1*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).
23.2*             Consent of Bose McKinney & Evans LLP (included in Exhibit
                  5.2).


23.3*             Consent of Arthur Andersen LLP, Indianapolis, Indiana.
23.4*             Consent of Arthur Andersen LLP, Baltimore, Maryland.
23.5*             Consent of Deloitte & Touche LLP.
23.6*             Consent of McGladrey & Pullen, LLP.
24.1**            Power of Attorney (included on the signature pages of this
                  registration statement).


25.1*             Statement re eligibility of trustee on Form T-1 of the Emmis
                  Communications Corporation Senior Debt Indenture.
25.2*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Communications Corporation Subordinated Debt Indenture.
25.3*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Operating Company Senior Debt Indenture.
25.4*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Operating Company Subordinated Debt Indenture.
- ----------



*        Filed herewith.



**       Previously filed.



***      Subsequent to the effective date of this Registration Statement, to be
         filed by amendment or incorporated herein by reference.



ITEM 17 - UNDERTAKINGS.

         Each Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:


                                      II-3
   42


                  (i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act of 1939 in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act
of 1939.

         (6) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.

         (7) To file an application for the purpose of determining the
eligibility of the Trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the Trust Indenture Act.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses


                                      II-4
   43



incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      II-5
   44



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.




                            EMMIS COMMUNICATIONS CORPORATION



                            By: /s/ Walter Z. Berger
                               ----------------------------------------------
                               Name:  Walter Z. Berger
                               Title: Executive Vice President, Treasurer and
                                      Chief Financial Officer







         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                               DATE
      ----------                                   -----                               ----
                                                                               
           *                      Chairman of the Board of Directors, President      June 21, 2001
- ------------------------          and Chief Executive Officer and Director
    Jeffrey H. Smulyan            (Principal Executive Officer)

           *                      Executive Vice President, Treasurer and Chief      June 21, 2001
- ------------------------          Financial Officer (Principal Financial Officer
    Walter Z. Berger              and Principal Accounting Officer)

           *                      Director                                           June 21, 2001
- ------------------------
    Susan B. Bayh






                                      II-6
   45



                                                                               
           *                      Director                                           June 21, 2001
- -------------------------
     Gary L. Kaseff

           *                      Director                                           June 21, 2001
- -------------------------
  Richard A. Leventhal

           *                      Director                                           June 21, 2001
- -------------------------
    Greg A. Nathanson

           *                      Director                                           June 21, 2001
- -------------------------
     Doyle L. Rose

           *                      Director                                           June 21, 2001
- -------------------------
     Frank V. Sica

           *                      Director                                           June 21, 2001
- -------------------------
   Lawrence B. Sorrel


*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in Fact








                                      II-7
   46


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.




                             EMMIS OPERATING COMPANY



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









          SIGNATURES                                   TITLE                                   DATE
          ----------                                   -----                                   ----
                                                                                   
               *                       Chairman of the Board of Directors, President      June 21, 2001
- --------------------------------       and Chief Executive Officer and Director
       Jeffrey H. Smulyan              (Principal Executive Officer)

               *                       Executive Vice President, Treasurer and Chief      June 21, 2001
- --------------------------------       Financial Officer (Principal Financial
        Walter Z. Berger               Officer and Principal Accounting Officer)


By: /s/ J. Scott Enright
   -----------------------------
        J. Scott Enright
        Attorney-in-Fact





                                      II-8
   47


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.




                            EMMIS RADIO CORPORATION



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









         SIGNATURES                                   TITLE                                    DATE
         ----------                                   -----                                    ----
                                                                                    
              *                        Chairman of the Board of Directors, President       June 21, 2001
- --------------------------------       and Chief Executive Officer and Director
       Jeffrey H. Smulyan              (Principal Executive Officer)

              *                        Executive Vice President, Treasurer and Chief       June 21, 2001
- --------------------------------       Financial Officer (Principal Financial
        Walter Z. Berger               Officer and Principal Accounting Officer)


By: /s/ J. Scott Enright
   -----------------------------
        J. Scott Enright
        Attorney-in-Fact





                                      II-9
   48



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                       EMMIS TELEVISION BROADCASTING, L.P.
                       By Emmis Communications Corporation, its General Partner



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










       SIGNATURES                                 TITLE                                    DATE
       ----------                                 -----                                    ----
                                                                                 
            *                      Chairman of the Board of Directors, President       June 21, 2001
- --------------------------         and Chief Executive Officer and Director
    Jeffrey H. Smulyan             (Principal Executive Officer)

            *                      Executive Vice President, Treasurer and Chief       June 21, 2001
- --------------------------         Financial Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)

*By:  /s/ J. Scott Enright
    ----------------------
       J. Scott Enright
       Attorney-in-Fact




                                     II-10
   49


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                             EMMIS PUBLISHING, L.P.
                             By Emmis Communications Corporation,
                                its General Partner



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









         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










     SIGNATURES                                   TITLE                                   DATE
     ----------                                   -----                                    ----
                                                                                 
           *                       Chairman of the Board of Directors, President       June 21, 2001
- -------------------------          and Chief Executive Officer and Director
    Jeffrey H. Smulyan             (Principal Executive Officer)

           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Financial Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)

*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact






                                     II-11


   50

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                             EMMIS INDIANA BROADCASTING, L.P.
                             By Emmis Communications Corporation,
                                its General Partner



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









     SIGNATURES                                   TITLE                                   DATE
     ----------                                   -----                                    ----
                                                                                 
           *                       Chairman of the Board of Directors, President       June 21, 2001
- -------------------------          and Chief Executive Officer and Director
    Jeffrey H. Smulyan             (Principal Executive Officer)

           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Financial Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)

*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact





                                     11-12
   51


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                              EMMIS PUBLISHING CORPORATION



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










     SIGNATURES                                   TITLE                                   DATE
     ----------                                   -----                                    ----
                                                                                 
           *                       Chairman of the Board of Directors, President       June 21, 2001
- -------------------------          and Chief Executive Officer and Director
    Jeffrey H. Smulyan             (Principal Executive Officer)

           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Financial Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)

*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact






                                     II-13
   52



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                           EMMIS MEADOWLANDS CORPORATION



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










         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.











     SIGNATURES                                   TITLE                                   DATE
     ----------                                   -----                                    ----
                                                                                 
           *                       Chairman of the Board of Directors, President       June 21, 2001
- -------------------------          and Chief Executive Officer and Director
    Jeffrey H. Smulyan             (Principal Executive Officer)

           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Financial Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)

*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact



                                     II-14


   53

                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                          TOPEKA TELEVISION CORPORATION



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                                 DATE
      ----------                                   -----                                 ----
                                                                               
            *                    Chairman of the Board of Directors, President       June 21, 2001
- -------------------------        and Chief Executive Officer and Director
    Jeffrey H. Smulyan           (Principal Executive Officer)

            *                    Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------        Financial Officer (Principal Financial
    Walter Z. Berger             Officer and Principal Accounting Officer)


*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact






                                     II-15
   54



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                             SJL OF KANSAS CORP.



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                                 DATE
      ----------                                   -----                                 ----
                                                                               
            *                    Chairman of the Board of Directors, President       June 21, 2001
- -------------------------        and Chief Executive Officer and Director
    Jeffrey H. Smulyan           (Principal Executive Officer)

            *                    Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------        Financial Officer (Principal Financial
    Walter Z. Berger             Officer and Principal Accounting Officer)

*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact






                                     II-16
   55


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                         EMMIS INTERNATIONAL BROADCASTING
                         CORPORATION



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









         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                                 DATE
      ----------                                   -----                                 ----
                                                                               
            *                    Chairman of the Board of Directors, President       June 21, 2001
- -------------------------        and Chief Executive Officer and Director
    Jeffrey H. Smulyan           (Principal Executive Officer)

            *                    Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------        Financial Officer (Principal Financial
    Walter Z. Berger             Officer and Principal Accounting Officer)


*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact







                                     II-17
   56


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                         EMMIS SOUTH AMERICA BROADCASTING
                         CORPORATION



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









         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                                 DATE
      ----------                                   -----                                 ----
                                                                               
            *                    Chairman of the Board of Directors, President       June 21, 2001
- -------------------------        and Chief Executive Officer and Director
    Jeffrey H. Smulyan           (Principal Executive Officer)

            *                    Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------        Financial Officer (Principal Financial
    Walter Z. Berger             Officer and Principal Accounting Officer)

            *                    Director                                            June 21, 2001
- -------------------------
    Randall D. Bongarten

*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact






                                     II-18
   57


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                              EMMIS LATIN AMERICA BROADCASTING
                              CORPORATION



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









         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









      SIGNATURES                                   TITLE                                 DATE
      ----------                                   -----                                 ----
                                                                               
            *                    Chairman of the Board of Directors, President       June 21, 2001
- -------------------------        and Chief Executive Officer and Director
    Jeffrey H. Smulyan           (Principal Executive Officer)

            *                    Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------        Financial Officer (Principal Financial
    Walter Z. Berger             Officer and Principal Accounting Officer)

            *                    Director                                            June 21, 2001
- -------------------------
    Randall D. Bongarten

*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact






                                     II-19
   58


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                               EMMIS LICENSE CORPORATION




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









         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
   Jeffrey H. Smulyan







                                     II-20
   59




                                                                                 
           *                       Director                                            June 21, 2001
- -------------------------
     Gary L. Kaseff


           *                       Director                                            June 21, 2001
- -------------------------
   Richard F. Cummings

*By: /s/ J. Scott Enright
    ---------------------
      J. Scott Enright
      Attorney-in-Fact










                                     II-21
   60


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                                EMMIS RADIO LICENSE CORPORATION



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








         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan







                                     II-22

   61



                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact












                                     II-23

   62

                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.




                              EMMIS TELEVISION LICENSE CORPORATION




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










         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan





                                     II-24
   63



                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact










                                     II-25
   64





                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                              EMMIS LICENSE CORPORATION OF NEW YORK



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











         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan








                                     II-26
   65


                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact












                                     II-27
   66


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                         EMMIS RADIO LICENSE CORPORATION OF NEW YORK




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










         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan







                                     II-28
   67





                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact















                                     II-29
   68


                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                              EMMIS TELEVISION LICENSE CORPORATION OF
                              WICHITA



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











         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.









       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan







                                     II-30
   69



                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact












                                     II-31
   70



                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Indianapolis, Indiana, on June 21, 2001.





                         EMMIS TELEVISION LICENSE CORPORATION OF
                         TOPEKA



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










         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.










       SIGNATURES                               TITLE                                     DATE
       ----------                               -----                                     ----
                                                                                 
           *                       President and Director (Principal Executive         June 21, 2001
- -------------------------          Officer)
     Doyle L. Rose


           *                       Executive Vice President, Treasurer and Chief       June 21, 2001
- -------------------------          Officer (Principal Financial
    Walter Z. Berger               Officer and Principal Accounting Officer)


           *                       Director                                            June 21, 2001
- -------------------------
    Jeffrey H. Smulyan







                                     II-32
   71




                                                                                 
            *                      Director                                            June 21, 2001
- --------------------------
    Gary L. Kaseff


            *                      Director                                            June 21, 2001
- --------------------------
  Richard F. Cummings


*By: /s/ J. Scott Enright
     --------------------
       J. Scott Enright
       Attorney-in-Fact












                                     II-33
   72

                                  EXHIBIT INDEX







EXHIBIT
NUMBER                        DESCRIPTION
- ------                        -----------
               
1.1***            Form of Underwriting Agreement.
3.1               Second Amended and Restated Articles of Incorporation of Emmis
                  Communications Corporation, incorporated by reference to
                  Exhibit 3.1 to Emmis Communication Corporation's Form 10-K/A
                  for the year ended February 29, 2000.
3.2***            Amendment to Articles of Incorporation of Emmis Communications
                  Corporation relating to the Preferred Stock.
3.3               Amended and Restated Bylaws of Emmis Communications
                  Corporation, incorporated by reference to Exhibit 3.2 to Emmis
                  Communications Corporation's Annual Report on Form 10-K/A for
                  the year ended February 29, 2000.
3.4*              Articles of Incorporation of Emmis Operating Company.
3.5*              Code of By-Laws of Emmis Operating Company.
3.6*              Articles of Incorporation of Emmis Radio Corporation and the
                  amendment thereto.
3.7*              Code of By-Laws of Emmis Radio Corporation.
3.8*              Amended and Restated Articles of Incorporation of SJL of Kansas Corp.
3.9*              Amended and Restated By-Laws of SJL of Kansas Corp.
3.10*             Amended and Restated Articles of Incorporation of Topeka
                  Television Corporation
3.11*             Amended and Restated By-Laws of Topeka Television Corporation.
3.12*             Articles of Incorporation of Emmis Meadowlands Corporation.
3.13*             Code of By-Laws of Emmis Meadowlands Corporation.
3.14*             Articles of Incorporation of Emmis Publishing Corporation and
                  articles of amendment thereto.
3.15*             Code of By-Laws of Emmis Publishing Corporation.
3.16*             Articles of Incorporation of Emmis International Broadcasting
                  Corporation.
3.17*             Bylaws of Emmis International Broadcasting Corporation.
3.18*             Articles of Incorporation of Emmis Latin America Broadcasting
                  Corporation.
3.19*             Code of By-Laws of Emmis Latin America Broadcasting Corporation.
3.20*             Articles of Incorporation of Emmis South America Broadcasting
                  Corporation.
3.21*             Code of Bylaws of Emmis South America Broadcasting Corporation.
3.22*             Agreement of Limited Partnership of Emmis Indiana Broadcasting,
                  L.P.
3.23*             Certificate of Indiana Limited Partnership of Emmis Indiana
                  Broadcasting, L.P. and the amendment thereto.
3.24*             Agreement of Limited Partnership of Emmis Publishing, L.P.
3.25*             Certificate of Indiana Limited Partnership of Emmis
                  Publishing, L.P.
3.26*             Agreement of Limited Partnership of Emmis Television
                  Broadcasting, L.P. and the first and second amendments thereto.
3.27*             Certificate of Indiana Limited Partnership of Emmis Television
                  Broadcasting, L.P.
3.28*             Articles of Incorporation of Emmis License Corporation.
3.29*             Bylaws of Emmis License Corporation.
3.30*             Articles of Incorporation of Emmis Radio License Corporation
                  and the certificate of amendment thereto.
3.31*             Bylaws of Emmis Radio License Corporation.
3.32*             Articles of Incorporation of Emmis Television License
                  Corporation and the certificate of amendment thereto.
3.33*             Bylaws of Emmis Television License Corporation.
3.34*             Articles of Incorporation of Emmis License Corporation of New
                  York.
3.35*             Bylaws of Emmis License Corporation of New York.
3.36*             Articles of Incorporation of Emmis Radio License Corporation
                  of New York.
3.37*             Bylaws of Emmis Radio License Corporation of New York.
3.38*             Articles of Incorporation of Emmis Television License
                  Corporation of Wichita.
3.39*             Bylaws of Emmis Television License Corporation of Wichita.
3.40*             Articles of Incorporation of Emmis Television License
                  Corporation of Topeka.
3.41*             Bylaws of Emmis Television License Corporation of Topeka.
4.1*              Form of Senior Debt Indenture between Emmis Communications
                  Corporation and The Bank of Nova Scotia Trust Company of New
                  York, as trustee, including as an exhibit thereto the form of
                  note.
4.2*              Form of Subordinated Debt Indenture between Emmis
                  Communications Corporation and The Bank of Nova Scotia Trust
                  Company of New York, as trustee, including as an exhibit
                  thereto the form of note.






                                     II-34
   73


               
4.3*              Form of Senior Debt Indenture between Emmis Operating Company
                  and The Bank of Nova Scotia Trust Company of New York, as
                  trustee, including as an exhibit thereto the form of note.
4.4*              Form of Subordinated Debt Indenture between Emmis Operating
                  Company and The Bank of Nova Scotia Trust Company of New York,
                  as trustee, including as an exhibit thereto the form of note.
4.5***            Form of Warrant Agreement for Common Stock of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.6***            Form of Warrant Agreement for Preferred Stock of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.7***            Form of Warrant Agreement for Debt Securities of Emmis
                  Communications Corporation including as an exhibit thereto the
                  form of warrant certificate.
4.8               Form of Certificate of the Class A Common Stock of Emmis
                  Communications Corporation, incorporated by reference to Emmis
                  Communications Corporation's Registration Statement on Form
                  S-1, File No. 33-73218.
4.9***            Form of Deposit Agreement, including as an exhibit thereto the
                  form of depositary receipt for depositary shares.
5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding
                  the legality of the securities being registered.
5.2*              Opinion of Bose McKinney & Evans LLP regarding the legality of
                  the securities being registered.
12.1**            Statements re computation of ratios.
23.1*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
                  in Exhibit 5.1).
23.2*             Consent of Bose McKinney & Evans LLP (included in Exhibit
                  5.2).
23.3*             Consent of Arthur Andersen LLP, Indianapolis, Indiana.
23.4*             Consent of Arthur Andersen LLP, Baltimore, Maryland.
23.5*             Consent of Deloitte & Touche LLP.
23.6*             Consent of McGladrey & Pullen, LLP.
24.1**            Power of Attorney (included on the signature pages of this
                  registration statement).
25.1*             Statement re eligibility of trustee on Form T-1 of the Emmis
                  Communications Corporation Senior Debt Indenture.
25.2*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Communications Corporation Subordinated Debt Indenture.
25.3*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Operating Company Senior Debt Indenture.
25.4*             Statement of eligibility of trustee on Form T-1 of the Emmis
                  Operating Company Subordinated Debt Indenture.







- ----------



*        Filed herewith.





**       Previously filed.





***      Subsequent to the effective date of this Registration Statement, to be
         filed by amendment or incorporated herein by reference.




                                     II-35

EX-3.4

   1
                                                                     Exhibit 3.4


                            ARTICLES OF INCORPORATION


                                       OF


                             EMMIS OPERATING COMPANY


The undersigned Incorporator, desiring to form a corporation (hereinafter
referred to as the "Corporation"), pursuant to the provisions of the Indiana
Business Corporation Law, as now or hereafter amended (hereinafter referred to
as the "Act"), executed the following Articles of Incorporation:


                                    ARTICLE I

                                 Corporate Name

      The name of the Corporation is Emmis Operating Company.


                                   ARTICLE II

                                    Purposes

      This Corporation is formed for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.


                                   ARTICLE III

                                Term of Existence

      The period during which the Corporation shall continue is perpetual.
   2
                                   ARTICLE IV

                     Registered Office and Registered Agent

      The street address of the registered office of the Corporation is 40
Monument Circle, Suite 700, Indianapolis, Indiana 46204, and the name of the
registered agent at that address is J. Scott Enright.


                                    ARTICLE V

                                Authorized Shares

      The total number of shares which the Corporation is authorized to issue is
one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares without par value.


                                   ARTICLE VI

                           Terms of Authorized Shares

      Section 6.01. Terms. All shares are of one and the same class with equal
rights, privileges, powers, obligations, liabilities, duties and restrictions.
These shares may be issued for any consideration consistent with the Act,
including tangible or intangible property or benefit to the Corporation, at such
price and amount per share as may be determined by the Board of Directors.

      Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.

      Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share ratably
in the remaining assets of the Corporation.


                                   ARTICLE VII

                                  Voting Rights

      Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in the shareholder's name on the books of the Corporation as of the
record date for such meeting.


                                       2
   3
      Section 7.02. Shareholder Action. Except as otherwise provided in the Act
or these Articles of Incorporation, all actions taken by the shareholders shall
be by a majority vote of the number of shares entitled to vote, including but
not limited to an election of directors.


                                  ARTICLE VIII

                               Board of Directors

      The number of directors constituting the initial Board of Directors shall
be one (1). Thereafter, the number of directors shall be fixed by the By-Laws of
the Corporation.


                                   ARTICLE IX

                        Data Respecting Initial Directors

      The name and address of the initial members of the Board of Directors of
the Corporation are as follows:



      Name                  Address                            City and State
      ----                  -------                            --------------
                                                         
      Jeffrey M. Smulyan    40 Monument Circle, Suite 700      Indianapolis, Indiana 46204


                                    ARTICLE X

                          Data Respecting Incorporator

      The name and address of the Incorporator of the Corporation are David L.
Wills, 2700 First Indiana Plaza, 135 North Pennsylvania Street, Indianapolis,
Indiana 46204.


                                   ARTICLE XI

                             Certificates for Shares

      Each shareholder shall be entitled to a certificate certifying the number
of shares owned by such shareholder in the Corporation.


                                       3
   4
                                   ARTICLE XII

                                 Indemnification

      Section 12.1. General. The Corporation shall, to the fullest extent to
which it is empowered to do so by the Act, or any other applicable laws, as from
time to time in effect, indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal, by reason of the fact that such person is or was a
director or officer of the Corporation, or who, while serving as such a director
or officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, whether for profit or not, against expenses (including counsel
fees), judgments, settlements, penalties and fines (including excise taxes
assessed with respect to employee benefit plans) actually or reasonably incurred
by such person in accordance with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably believed, in the
case of conduct in his or her official capacity, was in the best interests of
the Corporation, and in all other cases, was not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, such
person either had reasonable cause to believe his or her conduct was lawful or
no reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not meet the prescribed standard of
conduct.

      Section 12.2. Authorization of Indemnification. To the extent that a
director or officer of the Corporation has been wholly successful, on the merits
or otherwise, in the defense of any action, suit or proceeding referred to in
Section 12.1, or in the defense of any claim, issue or matter therein, the
Corporation shall indemnify such person against expenses (including counsel
fees) actually and reasonably incurred by such person in connection therewith.
Any other indemnification under Section 12.1 (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case, upon a
determination that indemnification of the director or officer is permissible in
the circumstances because he or she has met the applicable standard of conduct.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not at the time parties to
such action, suit or proceeding; or (ii) if a quorum cannot be obtained under
clause (i), by a majority vote of a committee duly designated by the Board of
Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to such
action, suit or proceeding; or (iii) by special legal counsel (A) selected by
the Board of Directors or its committee in the manner prescribed in clauses (i)
or (ii), or (B) if a quorum of the Board of Directors cannot be obtained under
clause (i) and a committee cannot be designated under clause (ii), selected by a
majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or (iv) by the stockholders, but shares owned by
or voted under the control of directors or officers who are at the time parties
to such action, suit or proceeding may not be voted on the determination.
      Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the


                                       4
   5
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under foregoing clause (iii) to select counsel.

      Section 12.3. Good Faith. For purposes of any determination under Section
12.1, a person shall be deemed to have acted in good faith and to have otherwise
met the applicable standard of conduct set forth in Section 12.1 if his or her
action is based on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by (i)
one or more officers or employees of the Corporation or other enterprise whom he
or she reasonably believes to be reliable and competent in the matters
presented; (ii) legal counsel, public accountants, appraisers or other persons
as to matters he or she reasonably believes are within the person's professional
or expert competence; or (iii) a committee of the Board of Directors of the
Corporation or other enterprise of which the person is not a member if he or she
reasonably believes the committee merits confidence. The term "other enterprise"
as used in this Section 12.3 shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, partner, trustee, employee or agent. The provisions of this Section
12.3 shall not be exclusive or limit in any way the circumstances in which a
person may be deemed to have met the applicable standards of conduct set forth
in Section 12.1.

      Section 12.4. Payment of Expenses in Advance. Expenses incurred in
connection with any civil or criminal action, suit or proceeding may be paid for
or reimbursed by the Corporation in advance of the final disposition of such
action, suit or proceeding, as authorized in the specific case in the same
manner described in Section 12.2, upon receipt of the director or officer's
written affirmation of his or her good faith belief that he or she has met the
standard of conduct described in Section 12.1 and upon receipt of a written
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she did not meet the standard of
conduct set forth in this Article XII, and a determination is made that the
facts then known to those making the determination would not preclude
indemnification under this Article XII.

      Section 12.5. Other Indemnitees. The Corporation may, by action of its
Board of Directors, indemnify employees and agents of the Corporation with the
same scope and effect and pursuant to the same procedures as provided in this
Article XII for directors and officers.

      Section 12.6. Provisions Not Exclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under these Articles of Incorporation,
the Corporation's By-Laws, any resolution of the Board of Directors or
stockholders, any other authorization, whenever adopted, after notice, by a
majority vote of all voting shares of the Corporation then outstanding, or any
contract, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to serve in his or her official capacity, and shall inure to the
benefit of the heirs, executors and administrators of such a person.


                                       5
   6
      Section 12.7. Vested Right to Indemnification. The right of any person to
indemnification under this Article shall vest at the time of occurrence or
performance of any event, act or omission giving rise to any action, suit or
proceeding of the nature referred to in Section 12.1 and, once vested, shall not
later be impaired as a result of any amendment, repeal, alteration or other
modification of any or all of the provisions of this Article XII.

      Section 12.8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by the
individual in that capacity or arising from the individual's status as a
director, officer, employee or agent, whether or not the Corporation would have
power to indemnify the individual against the same liability under this Article
XII.


                                  ARTICLE XIII

                          Business Combination Chapter

      The provisions of I.C. 23-1-43-1 et seq. of the Act are not applicable to
the Corporation.

      IN WITNESS WHEREOF, the undersigned, being the incorporator designated in
Article X, executes these Articles of Incorporation this 30th day of May, 2001.


                                       /s/ David L. Wills
                                    ------------------------------------
                                    David L. Wills, Incorporator


                                       6

EX-3.5

   1
                                                                     Exhibit 3.5


                                 CODE OF BY-LAWS

                                       OF

                             EMMIS OPERATING COMPANY



                                    ARTICLE I

                           IDENTIFICATION AND OFFICES

      Section 1.01.  Name.  The name of the Corporation is Emmis Operating
Company (hereinafter referred to as the "Corporation").

      Section 1.02. Registered Office. The registered office and registered
agent of the Corporation shall be as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation may, from time to time,
change its registered office or registered agent. On or before the day that any
such change is to become effective, a certificate of such change shall be filed
with the Secretary of State of the State of Indiana.

      Section 1.03. Other Offices. The Corporation may establish and maintain
such other offices, within or without the State of Indiana, as are from time to
time authorized by the Board of Directors. The principal office of the
Corporation is at 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 2.01. Place of Meeting. All meetings of the Shareholders shall be
held at the principal office of the Corporation in the State of Indiana or at
such other place within or without the
   2
State of Indiana as may be fixed from time to time by the Board of Directors,
the Chairman of the Board, or the President, or by written consent of all the
Shareholders entitled to vote thereat.

      Section 2.02. Annual Meetings. The annual meeting of the Shareholders, for
election of Directors and for transaction of such other business as may properly
come before the meeting, shall be held on such date as the Board of Directors or
the President shall establish.

      Section 2.03 Special Meetings. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by Indiana law or by the
Articles of Incorporation, may be called by the Chairman of the Board, by the
President, by the Board of Directors, or by the holders of at least twenty-five
percent (25%) of all votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting upon delivery to the Corporation's
Secretary of one or more written demands, signed and dated, describing the
purpose or purposes for which it is to be held.

      Section 2.04. Notice of Meetings. There shall be mailed or sent by express
delivery, to each Shareholder, shown by the books of the Corporation to be a
holder of record of voting shares, at the Shareholder's address as shown by the
books of the Corporation, a notice setting out the time and place of each annual
meeting and each special meeting, except where the meeting is an adjourned
meeting and the date, time and place of the meeting were announced at the time
of adjournment. Such notice shall be mailed or sent by express delivery not less
than ten (10) nor more than sixty (60) days prior to the meeting. However,
notice of a meeting at which (i) an agreement of merger or exchange, or (ii) the
sale, lease, exchange, or other disposition of all, or substantially all, of the
Corporation's property otherwise than in the normal course of business, is to be
considered shall be mailed or sent by express delivery to all Shareholders of
record, whether or not entitled to vote, not
   3
less than ten (10) nor more than sixty (60) days prior to the meeting. Every
notice of any special meeting called pursuant to this Section 2.04 shall state
the purpose or purposes for which the meeting has been called, and the business
transacted at all special meeting shall be confined to the purpose stated in the
notice.

      Section 2.05 Waiver of Notice. Notice of any meeting may be waived in
writing by a Shareholder, before or after the date and time stated in the
notice. Attendance by a Shareholder at a meeting in person or by proxy: (a)
waives objection to lack of notice or defective notice of the meeting unless the
Shareholder at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the Shareholder
objects to considering the matter when it is presented.

      Section 2.06. Quorum, Adjourned Meetings. At any meeting of Shareholders,
a majority of the shares outstanding and entitled to vote, represented in person
or by proxy, shall constitute a quorum. The act of a majority of the shares
represented at any meeting at which a quorum is present shall be the act of the
Shareholders. Notwithstanding the foregoing, Directors of the Corporation shall
be elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present. In case a quorum shall
not be present at a meeting, those present may adjourn to such day as they
shall, by majority vote, agree upon, and a notice of such adjournment shall be
mailed to each Shareholder entitled to vote at least ten (10) days before such
adjourned meeting. If a quorum is present, a meeting may be adjourned from time
to time without notice other than announcement at the meeting. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as
   4
originally noticed. If a quorum is present, the Shareholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

      Section 2.07. Voting. At each meeting of the Shareholders, every
Shareholder having the right to vote shall be entitled to vote either in person
or by proxy, but no proxy shall be valid after eleven (11) months unless a
longer period is expressly provided for in the appointment. Subject to the power
of the Board of Directors to prohibit voting pursuant to Section 5.05 of these
By-Laws, each Shareholder, unless the Articles of Incorporation or statute
provide otherwise, shall have one vote fore each share having voting power
registered in such Shareholder's name on the books of the Corporation. Jointly
owned shares may be voted by any joint owner unless the Corporation receives
written notice from any one of them denying the authority of that person to vote
those shares. Upon the demand of any Shareholder, the vote upon any question
before the meeting shall be by ballot. All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote unless otherwise required by statute, the
Articles of Incorporation, or these By-Laws.

      Section 2.08 Closing of Books. The Board of Directors may fix a time, not
exceeding seventy (70) days preceding the date of any meeting of Shareholders,
as a record date from the determination of the Shareholders entitled to notice
of, and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against the transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date from determination of the Shareholders entitled to notice of, an to
vote at, any meeting of Shareholders, the record date shall be the twentieth
(20th) day preceding the date of such meeting.
   5
      Section 2.09. Organization of Meetings. The Chairman of the Board, or in
his absence the President or any person appointed by the Chairman of the Board,
shall preside at and act as chairman of all meetings of the Shareholders; and
the Secretary, or in his absence any person appointed by the Chairman of the
Board, shall act as secretary of the meeting. The order of business and all
other matters of procedure at every meeting of the Shareholders may be
determined by the presiding officer.

      Section 2.10. Action Without a Meeting. Any action which may lawfully be
taken at a Shareholders' meeting may be taken without a meeting if authorized in
writing or writings signed by all of the holders of shares who would be entitled
to notice of a meeting for such purpose. Such action shall be effective on the
date on which the last signature is placed on such writing or writings, or such
earlier effective date as is set forth therein. If any action so taken requires
a certificate to be filed with the office of the Secretary of State, the officer
signing the same shall state therein that the action was effected in the manner
aforesaid.

      Section 2.11 Conference Communications. Any Shareholder may participate in
an annual or special meeting of the Shareholders by, or through use of, any
means of communication by which all Shareholders participating in the meeting
can simultaneously hear each other during the meeting. Participation by such
Shareholder by this means shall be deemed to constitute presence in person at
such meeting.


                                   ARTICLE III

                               BOARD OF DIRECTORS

      Section 3.01. General Powers. The business and affairs of the Corporation
shall be managed by or under the authority of its Board of Directors which may
exercise all such powers of the
   6
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-Laws required to be exercised or
done by the Shareholders.

      Section 3.02. Number, Qualification and Term of Office. The Corporation
shall have one (1) Director who does not need to be a Shareholder. The Director
shall hold office until the annual meeting of Shareholders next held after the
Director's election and until the Director's successors shall have been elected
and qualified, or until the earlier death, resignation, removal, or
disqualification of the Director. The Chairman of the Board shall preside at
each Board of Directors meeting, and in his absence, the President or any person
appointed by the Chairman of the Board shall preside at the meeting.

      Section 3.03. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Indiana as may be designated in the notice of such meeting.

      Section 3.04. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the Chairman of the Board or the President by giving at least
twenty-four (24) hours' notice, or by any other Director by giving at least five
(5) days' notice, of the date, time and place thereof to each Director by mail,
express delivery, telephone, telegram or in person.

      Section 3.05. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any Director either before, at, or after such meeting
by a writing signed by such Director. A Director, by attendance at any meeting
of the Board of Directors, shall be deemed to have waived notice of such
meeting, unless the Director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
   7
      Section 3.06. Quorum and Action. A majority of the Directors holding
office immediately prior to a meeting of the Board of Directors shall constitute
a quorum for the transaction of business at such meeting.

      Section 3.07 Conference Communications. Any or all Directors may
participate in any annual or special meeting of the Directors, or of any duly
constituted committee thereof, by, or through use of, any means of communication
by which all Directors participating in the meeting can simultaneously hear each
other during the meeting. Participation by such Director or Directors by this
means shall be deemed to constitute presence in person at such meeting.

      Section 3.08. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors of the Corporation, including any vacancy
resulting from an increase in the number of Directors, may be filled by (i) a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the Shareholders or (ii) a majority vote of the Shareholders.

      Section 3.09. Removal. Any or all of the Directors may be removed from
office at any time, with or without cause: (a) by the affirmative vote of the
Shareholders holding a majority of the shares entitled to vote at an election of
Directors (except, however, as limited by I.C. Section 23-1-33-8(c), as amended,
when less than the entire Board is removed and the Shareholders have the right
to cumulate their votes), and (b) in such other manner as permitted by Indiana
law. In the event the entire Board of Directors or any one or more Directors are
so removed, new Directors shall be elected at the same meeting.

      Section 3.10. Committees. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the Corporation to
the extent provided in the resolution and may
   8
appoint members of the Board of Directors to serve on them. Committees are
subject to the direction and control of, and vacancies in the membership thereof
shall be filled by, the Board of Directors, except as otherwise provided by
Indiana law. A majority of the members of the committee present at a meeting is
a quorum for the transaction of business, unless a larger or small proportion or
number is provided in a resolution approved by the affirmative vote of a
majority of the Directors present.

      Section 3.11. Written Consents. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting, if,
prior to such action, a consent in writing setting forth the action so taken
shall be signed by all members of the Board of Directors and such written
consent is filed with the minutes of the proceedings. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein.

      Section 3.12. Resignations. Any Director of the Corporation may resign at
any time by giving written notice to the Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

      Section 3.13. Compensation of Directors. By resolution of the Board of
Directors, each Director may be paid the Director's expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a stated
amount as Director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed, pursuant to resolution by the
Board of Directors, like compensation for attending committee meetings.
   9
                                   ARTICLE IV

                                    OFFICERS

      Section 4.01. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a Chairman of the Board, a President,
one or more Vice Presidents (which may include an Executive Vice President), a
Secretary, and a Treasurer. The Board of Directors may also choose additional
Vice Presidents, one or more Assistant Secretaries or Assistant Treasurers, or
such other officers as they deem advisable. Any number of offices may be held by
the same person.

      Section 4.02 Election, Term of Office and Qualifications. The Board of
Directors shall elect or appoint, by resolution approved by the affirmative vote
of a majority of the Directors present, from within or without their number, the
officers provided for in Section 4.01, each of whom shall have the powers,
rights, duties, responsibilities, and terms of office provided for in these
By-Laws or a resolution of the Board of Directors not inconsistent therewith.
Except for the Chairman of the Board, no officer need be a director. The
President and all other officers, except the Chairman of the Board, who may be
Directors, shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their directorship.

      Section 4.03. Removal and Vacancies. Any elective officer may be removed
from office at any time, with or without cause, by majority vote of the entire
Board of Directors. Such removal, however, shall be without prejudice to the
contract rights of the person so removed. If there be a vacancy among the
officers of the Corporation by reason of death, resignation or otherwise, such
vacancy shall be filled for the unexpired term by the Board of Directors.
   10
      Section 4.04. The Chairman of the Board. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation. The Chairman
of the Board shall preside at all meetings of the Shareholders and Directors and
shall have such other duties as may be prescribed from time to time by the Board
of Directors. He may execute and deliver in the name of the Corporation, any
deeds, mortgages, bonds, contracts or other instruments pertaining to
the business of the Corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is delegated by the
Articles or these By-Laws or by the Board of Directors to some other officer or
agent of the Corporation.

      Section 4.05. President. The President shall have general active
management of the business of the Corporation. In the absence of the Chairman of
the Board, he shall preside at all meetings of the Shareholders and Directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect. He may execute and deliver, in the name of the Corporation,
any deeds, mortgages, bonds, contracts, or other instruments pertaining to the
business of the Corporation unless such authority to execute and deliver is
required by law to be exercised by another person or is delegated by the
Articles or these By-Laws or by the Board of Directors to some other officer or
agent of the Corporation. He shall maintain records of and, whenever necessary,
certify all proceedings of the Board of Directors and the Shareholders, and in
general, shall perform all duties usually incident to the office of the
President. He shall have such other duties as may be prescribed from time to
time by the Board of Directors.

      Section 4.05.1. Radio Division President. The Radio Division President, if
one is elected, shall have general active management of all radio operations of
the Corporation. He may execute and deliver, in the name of the Corporation, any
deeds, mortgages, bonds, contracts, or other
   11
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as
may be prescribed from time to time by the Board of Directors.

      Section 4.05.2. International Division President. The International
Division President, if one is elected, shall have general active management of
all international operations of the Corporation. He may execute and deliver, in
the name of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as
may be prescribed from time to time by the Board of Directors.

      Section 4.05.3. Television Division President. The Television Division
President, if one is elected, shall have general active management of all
television operations of the Corporation. He may execute and deliver, in the
name of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the Corporation unless the authority
to execute and deliver is required by law to be exercised by another person or
is delegated by the Articles or By-Laws or by the Board of Directors to some
other officer or agent of the Corporation. He shall have such other duties as
may be prescribed from time to time by the Board of Directors.

      Section 4.06. Executive Vice President and other Vice Presidents. The
Executive Vice Presidents and any other Vice Presidents shall have such powers
and shall perform such duties specified in these By-Laws or prescribed by the
Board of Directors or the President. Any Executive Vice President may execute
and deliver, in the name of the Corporation, any deeds, mortgages,
   12
bonds, contracts, or other instruments pertaining to the business of the
Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is delegated by the Articles or By-Laws or by the
Board of Directors to some other officer or agent of the Corporation.

      Section 4.07. Secretary. The Secretary shall be the secretary of and shall
attend all meetings of the Shareholders and Board of Directors record all
proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of Shareholders and Directors. He shall perform
such other duties as may be prescribed from time to time by the Board of
Directors.

      Section 4.08. Assistant Secretary. The Assistant Secretary, if any, or if
there shall be more then one, the Assistant Secretaries in the order determined
by the Board of Directors or the President, shall in the absence or disability
of the Secretary, perform such other duties and have such powers and duties as
the Board of Directors or the President may prescribed from time to time. An
Assistant Secretary may, in the event or absence of the Secretary, attest to the
execution by the Corporation of all documents.

      Section 4.09. Treasurer. The Treasurer shall maintain a correct and
complete record of account showing accurately at all times the financial
condition of the Corporation. The Treasurer shall be the legal custodian of all
monies, notes, securities and other valuables which may from time to time come
into the possession of the Corporation. The Treasurer shall immediately deposit
all funds of the Corporation coming into his hands in some reliable bank or
other depositary to be designated by the Board of Directors and shall keep such
bank account in the name of the Corporation and shall perform such other duties
as may be prescribed from time to time by the Board of Directors or the
President.
   13
      Section 4.10. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors or the President, shall in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such powers and duties as the Board of
Directors or the President may prescribe from time to time.

      Section 4.11. Delegation of Authority. In the case of the absence or
disability of the President, the Radio Division President, the Television
Division President, the Executive Vice Presidents and other Vice Presidents
shall succeed to the President's power and duties in the order designated by the
Board of Directors or the President. In the case of the absence of any officer
or for any other reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers or duties of such officer to any
other officer or to any Director, for the time being, provided a majority of the
entire Board concurs therein.



                                    ARTICLE V

                              CERTIFICATES OF STOCK

      Section 5.01. Certificates of Stock. All shares of the Corporation shall
be certificated shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the Chairman of the Board, the
President or the Executive Vice President and the Secretary or the Assistant
Secretary of the Corporation, certifying the number of shares owned by the
Shareholder in the Corporation. The certificates of stock shall be numbered in
the order of their issue. Each certificate shall set forth the number of shares
and series, if any, and shall state that the Corporation
   14
will furnish information relating to the rights, preferences and limitations of
the class or series upon request.

      Section 5.02. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the Corporation up to the full amount authorized by
the Articles of Incorporation in such amounts as may be determined by the Board
of Directors and as may be permitted by law. If shares are issued for promissory
notes or for promises to render services in the future, the Corporation must
comply with I.C. Section 23-1-53-2(b), as amended.

      Section 5.03. Facsimile Signatures. Where a certificate is signed (a) by a
transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting
on behalf of the Corporation and a registrar, the signature of the Chairman of
the Board, the President, Executive Vice President, Secretary or Assistant
Secretary may be a facsimile. In case any officer or officers who have signed or
whose facsimile signature or signatures have been used on any such certificate
or certificates shall cease to be such officer or officers of the Corporation
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

      Section 5.04. Transfers of Stock. Subject to the power of the Board of
Directors to prohibit transfer of stock ownership pursuant to Section 5.05, upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanies by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to
   15
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

      Section 5.05. Restriction on Ownership, Voting and Transfer. In accordance
with the Federal Communications Act of 1934, as amended (the "Communications
Act"), and regulations of the Federal Communications Commission (the "FCC
Regulations"), the Board of Directors may (i) prohibit the ownership or voting
of more than twenty percent (20%) of the Corporation's outstanding capital stock
by or for the account of aliens or their representatives or by a foreign
government or representative thereof or by any corporation organized under the
laws of a foreign country (collectively, "Aliens"), or by or for corporations of
which any officer is an Alien, more than one-fourth (1/4) of its directors are
Aliens, or of which more than one-fourth (1/4) of its capital stock is owned of
record or voted by Aliens; (ii) prohibit any transfer of the Corporation's stock
which would cause more than twenty percent (20%) of the Corporation's
outstanding capital stock to be owned or voted by or for any person or entity
designated in the foregoing clause (i); and (iii) prohibit the ownership, voting
or transfer of any portion of its outstanding capital stock to the extent the
ownership, voting or transfer of such portion would cause the Corporation to
violate any provision of the Communications Act or FCC Regulations.


                                   ARTICLE VI

                       INDEMNIFICATION OF CERTAIN PERSONS

      Section 6.01. The Corporation shall indemnify such person, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by I.C. Section 23-1-37, as now enacted or hereafter
amended, and as provided and designated in the Articles of Incorporation.
   16
                                   ARTICLE VII

                               GENERAL PROVISIONS

      Section 7.01. Dividends. Subject to provisions of applicable law and the
Articles of Incorporation, dividends upon the capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting and
may be paid in cash, in property or in shares of the capital stock.

      Section 7.02. Record Date. Subject to any provisions of the Articles of
Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the Shareholders entitled to receive payment of the
dividend and, in such case, only Shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the Corporation after the record date. The
Board of Directors may close the books of the Corporation against the transfer
of shares during the whole or any part of such period.

      Section 7.03. Annual Statement. The Board of Directors shall present at
any annual or special meeting of the Shareholders when called for by vote of the
Shareholders, a full and clear statement of the business and condition of the
Corporation.

      Section 7.04. Checks. All agreements, checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. If no such designation is made, they may be signed by either the
Chairman of the Board, the President, Executive Vice President or Secretary,
singly.
   17
      Section 7.05. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors and in the absence of such
resolution, the Corporation shall have a February 28/29 fiscal year.

      Section 7.06.  Seal.  The Corporation shall have no corporate seal.



                                  ARTICLE VIII

                                   AMENDMENTS

      Section 8.01. The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors of the Corporation, but such action
shall be taken only at a meeting of the Board of Directors specifically called
for such purpose. If such meeting is properly called, these By-Laws may be
repealed, altered or amended, or new By-Laws adopted, by a majority vote of the
Board of Directors.

EX-3.6

   1
                                                                     Exhibit 3.6

                                AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                   EMMIS BROADCASTING CORPORATION OF NEW YORK


         The above corporation (hereinafter referred to as the "Corporation"),
existing pursuant to the Indiana Business Corporation Law, as amended, (the
"Act"), desiring to give notice of corporate action effectuating an amendment to
its Articles of Incorporation, sets forth the following facts:

                                    ARTICLE I

         Section I: Date of Incorporation of the Corporation is July 3, 1986.

         Section II: The name of the Corporation following this amendment is
Emmis Radio Corporation.

         Section III: That Article I of the Articles of Incorporation of the
Corporation be amended to read as follows:

                                    ARTICLE I

                                 Identification

            "The name of the Corporation is Emmis Radio Corporation."


                                   ARTICLE II

         The Amendment to the Articles of Incorporation was approved by the
Board of Directors of the Corporation by Written Consent dated December 8, 2000,
and the Amendment to the Articles of Incorporation was submitted to the
Shareholders of the Corporation for approval in the same instrument.

         The proposed Amendment to the Articles of Incorporation was approved by
all of the shareholders of the Corporation by a Written Consent executed by all
of the shareholders dated as of December 8, 2000.

      The manner of the adoption of the Amendment of the Articles of
Incorporation and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
Code of By-Laws of the Corporation.

      Executed this 8th day of December, 2000.



                                         /s/ Jeffrey H. Smulyan
                                      ------------------------------------------
                                      Jeffrey H. Smulyan, Chairman of the Board
   2
                            ARTICLES OF INCORPORATION

                                       OF

                         EMMIS BROADCASTING CORPORATION
                                   OF NEW YORK


         The undersigned incorporator, desiring to form a Corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of The
Indiana Business Corporation Law, as now or hereafter amended (hereinafter
referred to as the "Act"), executes the following Articles of Incorporation:


                                    ARTICLE I

                                 Identification

         The name of the Corporation is EMMIS BROADCASTING CORPORATION OF NEW
YORK.


                                   ARTICLE II

                                    Purposes

         This Corporation is formed for the purpose of transacting any or all
lawful business for which corporation may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.


                                   ARTICLE III

                                Term of Existence

         The period during which the Corporation shall continue is perpetual.


                                   ARTICLE IV

                     Registered Office and Registered Agent
   3
         The street address of the registered office of the Corporation is 1099
North Meridian Street, Suite 1197, Indianapolis, Indiana 46204, and the name of
the registered agent at such address is Steven C. Crane.


                                    ARTICLE V

                                Authorized Shares

         The total number of shares which the Corporation is authorized to issue
is one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares having a par value of $.01 per share.


                                   ARTICLE VI

                           Terms of Authorized Shares

         Section 6.01. Terms. All shares are of one and the same class with
equal rights, privileges, powers, obligations, liabilities, duties and
restrictions. These shares may be issued for any consideration consistent with
the Act, including tangible or intangible property or benefit to the
corporation, at such price and amount per share as may be determined by the
Board of Directors.

         Section 6.02. Dividends. The Shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized shares of the
Corporation consisting of either treasury shares or its authorized but unissued
shares.

         Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the Shareholders shall be entitled,
after payment of all debts and liabilities of the corporation, to share equally
in the remaining assets of the Corporation.


                                   ARTICLE VII

                                  Voting Rights

         Every Shareholder of the Corporation shall have the right, at every
Shareholders' meeting, to one vote for each share standing in his name on the
books of the Corporation.
   4
                                  ARTICLE VIII

                             Initial Stated Capital

         The corporation will not commence business until consideration of the
value of at least One Thousand Dollars ($1,000) has been received at its initial
stated capital for the issuance of its shares; provided, however, that after
August 1, 1987, or such sooner date as specified by the Board of Directors in
the event that the Corporation makes an election to be governed by the
provisions of the Indiana Business Corporation Law prior to August 1, 1987, this
Article VIII shall be null and void.


                                   ARTICLE IX

                               Board of Directors

         Section 9.01. The number of Directors constituting the initial board of
Directors shall be two (2). Thereafter, the number of Directors shall be fixed
by the By-Laws of the Corporation.

         Section 9.02. Reliance by Directors on books of Account, Etc. Each
Director of the Corporation shall be fully protected in relying in good faith
upon (a) the books of account of the Corporation, or (b) statements prepared by
any of its officers and employees as to the value and amount of the assets,
liabilities and net profits of the Corporation, or any of such items, or (c)
statements or advice made by or prepared by an officer or employee of the
Corporation, or any accountant, attorney, or other person or firm employed by
the Corporation to render advice or service.

         Section 9.03. Indemnification of Directors, Officers, Employees and
Agents. The Corporation shall indemnify any person made a party to an action,
suit or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation against liability and expenses to the full
extent allowable under the Act.


                                    ARTICLE X

                            Data Respecting Directors

         The names and post office addresses of the initial Board of Directors
of the Corporation are as follows:

    Name                      Address                    City and State
    ---------------------------------------------------------------------------
    Jeffrey H. Smulyan        1099 N. Meridian St.       Indianapolis, IN 46204
                              Suite 1197
   5
    Steven C. Crane           1099 N. Meridian St.       Indianapolis, IN 46204
                              Suite 1197


                                   ARTICLE XI

                          Data Respecting Incorporator

         The name and address of the incorporator of the Corporation is David L.
Wills, Bose McKinney & Evans, 1100 First Indiana Building, Indianapolis, Indiana
46204.


                                   ARTICLE XII

                        Indiana Business Corporation Law

         After the earlier of August 1, 1987 or the effective date of an
election by the Board of Directors to have the Corporation governed by the
provisions of the Indiana Business Corporation law, the term "Act" as used
herein shall mean the Indiana Business Corporation Law as hereafter amended.

         IN WITNESS WHEREOF, the undersigned, being the incorporator designated
in Article XI, executes these Articles of Incorporation and certifies to the
trust of the facts herein stated, this 3rd day of July, 1986.


                                                 /s/ David L. Wills
                                               -------------------------------
                                               David L. Wills
   6
         I HEREBY VERIFY SUBJECT TO THE PENALTIES OF PERJURY THAT THE FACTS
CONTAINED HEREIN ARE TRUE.



                                                 /s/ David L. Wills
                                               --------------------------------
                                               David L. Wills, Incorporator





This instrument was prepared by David L. Wills, Attorney at Law, 1100 First
Indiana Building, Indianapolis, Indiana 46204.

EX-3.7

   1
                                                                     Exhibit 3.7

                                 CODE OF BY-LAWS

                                       OF

                             EMMIS RADIO CORPORATION


                                    ARTICLE I

                           Identification and Offices

           Section 1.1. Name. The name of the corporation is Emmis Broadcasting
Corporation of New York (hereinafter referred to as the "Corporation").

           Section 1.2. Registered Office. The registered office and registered
agent of the Corporation shall be as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation may, from time to time,
change its registered office or registered agent. On or before the day that any
such change is to become effective, a certificate of such change shall be filed
with the Secretary of State of the State of Indiana.

           Section 1.3. Other Offices. The Corporation may establish and
maintain such other offices, within or without the State of Indiana, as are from
time to time authorized by the Board of Directors. The principal office or the
Corporation is at 1099 North Meridian Street, Suite 1197, Indianapolis, Indiana.

                                   ARTICLE II

                            Meetings of Shareholders

           Section 2.1. Place of Meeting. All meetings of the shareholders shall
be held at the principal office of the Corporation in the State of Indiana or at
such other place within or without the State of Indiana as may be fixed from
time to time by the Board of Directors, by the President, or by written consent
of all the shareholders entitled to vote thereat.

           Section 2.2. Annual Meetings. The annual meeting of the shareholders,
for election of Directors and for transaction of such other business as may
properly come before the meeting, shall be held on such date as the Board of
Directors or the President shall establish.

           Section 2.3. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by Indiana law or by
the Articles of Incorporation, may be called by the President, by the Board of
Directors, or by the holders of at least twenty-five
   2
percent (25%) of all votes entitled to be cast on any issue Proposed to be
considered at the proposed special meeting upon delivery to the Corporation's
Secretary of one or more written demands, signed and dated, describing the
purpose or purposes for which it is to be held.

           Section 2.4. Notice of Meetings. There shall be mailed, or sent by
express delivery, to each shareholder, shown by the books of the Corporation to
be a holder of record of voting shares, at his address as shown by the books of
the Corporation, a notice setting out the time and place of each annual meeting
and each special meeting, except where the meeting is an adjourned meeting and
the date, time and place of the meeting were announced at the time of
adjournment. Such notice shall be mailed or sent by express delivery not less
than ten (10) nor more than sixty (60) days prior to the meeting. However,
notice of a meeting at which (i) an agreement of merger or exchange, or (ii) the
sale, lease, exchange, or other disposition of all, or substantially all, of the
Corporation's property otherwise than in the usual and ordinary course of
business, is to be considered shall be mailed or sent by express delivery to all
shareholders of record, whether or not entitled to vote, not less than ten (10)
nor more than sixty (60) days prior to the meeting. Every notice of any special
meeting called pursuant to this Section 2.4 shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the notice.

           Section 2.5. Waiver of Notice. Notice of any meeting may be waived in
writing by a shareholder, before or after the date and time stated in the
notice. Attendance by a shareholder at a meeting in person or by proxy: (a)
waives objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

                                      -2-
   3
           Section 2.6. Quorum, Adjourned Meetings. At any meeting of
shareholders, a majority of the shares outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum. The act of a
majority of the shares represented at any meeting at which a quorum is present
shall be the act of the shareholders. Notwithstanding the foregoing, directors
of the Corporation shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. In case a quorum shall not be present at a meeting, those present may
adjourn to such day as they shall, by majority vote, agree upon, and a notice of
such adjournment shall be mailed to each shareholder entitled to vote at least
ten (10) days before such adjourned meeting. If a quorum is present, a meeting
may be adjourned from time to time without notice other than announcement at the
meeting. At adjourned meetings at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If a quorum is present, the shareholders may continue to transact
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.

           Section 2.7. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy, but no proxy shall be valid after eleven (11) months unless a
longer period is expressly provided for in the appointment. Subject to the power
of the Board of Directors to prohibit voting pursuant to Section 5.7 of these
By-Laws, each shareholder, unless the Articles of Incorporation or statute
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder's name on the books of the Corporation. Jointly
owned shares may be voted by any joint owner unless the Corporation receives
written notice from any one of them denying the authority of that person to vote
those shares. Upon the demand of any shareholder, the vote upon any question
before the meeting shall be by ballot. All questions shall be decided by a
majority vote of the number of

                                      -3-
   4
shares entitled to vote and represented at the meeting at the time of the vote
unless otherwise required by statute, the Articles of Incorporation, or these
By-Laws.

           Section 2.8. Closing of Books. The Board of Directors may fix a time,
not exceeding seventy (70) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the Corporation after any record date so
fixed. The Board of Directors may close the books of the Corporation against the
transfer of shares during the whole or any part of such period. If the Board of
Directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the twentieth (20th) day preceding the date of such meeting.

           Section 2.9. Organization of Meetings. Unless a Chairman of the Board
has beer elected, the President shall act as Chairman at all meetings of the
shareholders, and in his absence any person appointed by the President shall act
as Chairman; and the Secretary, or in his absence any person appointed by the
Chairman, shall act as Secretary.

           Section 2.10. Action Without a Meeting. Any action which may lawfully
be taken at a shareholders' meeting may be taken without a meeting if authorized
by a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein. If any action
so taken requites a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.

           Section 2.11. Conference Communications. Any shareholder may
participate in an annual or special meeting of the shareholders by, or through
use of, any means of communication by which all shareholders participating in
the meeting can simultaneously hear

                                      -4-
   5
each other during the meeting. Participation by such shareholder by this means
shall be deemed to constitute presence in person at such meeting.

                                   ARTICLE III

                               Board of Directors

           Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the authority of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws required to be exercised or done by the shareholders.

           Section 3.2. Number, Qualification and Term of Office. The
Corporation shall have two (2) directors who need not be shareholders. Each of
the directors shall hold office until the annual meeting of shareholders next
held after such director's election and until such director's successor shall
nave been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director.

           Section 3.3. Board Meetings. Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Indiana as may be designated in the notice of such meeting.

           Section 3.4. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President by giving
at least twenty-four (24) hours' notice, or by any other director by giving at
least five (5) days' notice, of the date, time and place thereof to each
director by mail, express delivery, telephone, telegram or in person.

           Section 3.5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
by a writing signed by such director. A director, by his attendance at any
meeting of the Board of Directors, shall be deemed to have waived notice of such
meeting, unless the director at the beginning of the meeting

                                      -5-
   6
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

           Section 3.6. Quorum and Action. A majority of the directors holding
office immediately prior to a meeting of the Board of Directors shall constitute
a quorum for the transaction of business at such meeting.

           Section 3.7. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.7 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication.

           Section 3.8. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors of the Corporation, including any vacancy
resulting from an increase in the number of directors, shall be filled by a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the Board of Directors.

           Section 3.9. Removal. Any or all of the directors may be removed from
office at any time, with or without cause: (a) by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors (except, however, as limited by I.C. 23-1-33-8(c), as amended, when
less than the entire Board is removed and the shareholders have the right to
cumulate their votes), and (b) in such other manner as permitted by Indiana law.
In the event the entire Board of Directors or any one or more directors are so
removed, new directors shall be elected at the same meeting.

           Section 3.10. Committees. A resolution approved by the affirmative
vote of a majority of the Board of Directors may establish committees having the
authority of the Board in the

                                      -6-
   7
management of the business of the Corporation to the extent provided in the
resolution and may appoint members of the Board of Directors to serve on them.
Committees are subject to the direction and control of, and vacancies in the
membership thereof shall be filled by, the Board of Directors, except as
otherwise provided under Indiana law. A majority of the members of the committee
present at a meeting is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in a resolution approved by
the affirmative vote of a majority of the directors Present.

           Section 3.11. Written Action. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting, if,
prior to such action, a consent in writing setting for the action so taken shall
be signed by all members of the Board of Directors and such written consent is
filed with the minutes of the proceedings. Such action shall be effective on the
date on which the last signature is placed on such writing or writings or such
earlier effective date as is set forth therein.

           Section 3.12. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Secretary of the Corporation.
Such resignation shall take effect at the date of the receipt of such notice, or
at any later time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

           Section 3.13. Compensation of Directors. By resolution of the Board
of Directors, each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated amount as
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed, pursuant to resolution by the
Board of Directors, like compensation for attending committee meetings.

                                      -7-
   8
                                   ARTICLE IV

                                    Officers

           Section 4.1. Number. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a Chairman of the Board, a
President, at least one Vice President, a Secretary, and a Treasurer. The Board
of Directors may also choose additional Vice Presidents, one or more Assistant
Secretaries or Assistant Treasurers, or such other officers as they deem
advisable. Any number of offices may be held by the same person.

           Section 4.2.  Election, Term of Office and Qualifications.
The Board of Directors shall elect or appoint, by resolution approved by the
affirmative vote of a majority of the directors present, from within or without
their number, the officers provided for in Section 4.1. each of whom shall have
the powers, rights, duties, responsibilities, and terms in office provided for
in these By-Laws or a resolution of the Board of Directors not inconsistent
therewith. The President and all other officers who may be directors shall
continue to hold office until the election and qualification of their
successors, notwithstanding an earlier termination of their directorship.

           Section 4.3. Removal and Vacancies. Any elective officer may be
removed from his office at any time, with or without cause, by majority vote of
the entire Board of Directors. Such removal, however, shall be without prejudice
to the contract rights of the person so removed. If there be a vacancy among the
officers of the Corporation by reason of death, resignation or otherwise, such
vacancy shall be filled for the unexpired term by the Board of Directors.

           Section 4.4. Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Corporation. The Chairman of the Board
shall preside at all meetings of the shareholders and directors and shall have
such other duties as may be prescribed, from time to time, by the Board of
Directors. He may execute and deliver in the name of the Corporation, any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the

                                      -8-
   9
Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the Articles or By-Laws
or by the Board of Directors to some other officer or agent of the Corporation.

           Section 4.5. President. The President shall have general active
management of the business of the Corporation. In the absence of the Chairman of
the Board, he shall preside at all meetings of the shareholders and directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect. He may execute and deliver, in the name of the Corporation,
any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is expressly delegated by
the Articles or By-Laws or by the Board of Directors to some other officer or
agent of the Corporation. He shall maintain records of and, whenever necessary,
certify all proceedings of the Board of Directors and the shareholders, and in
general, shall perform all duties usually incident to the office of the
President. He shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.

           Section 4.5.1. Radio Division President. The Radio Division
President, if one is elected, shall be the chief operating officer and shall
have general active management of all radio operations of the Corporation. He
may execute and deliver, in the name of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the Articles or By-Laws
or by the Board of Directors to some other officer or agent of the Corporation.
He shall have such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President. In the event of the absence or
disability of the President, he shall succeed to the President's power and
duties.

           Section 4.6. Executive Vice President and Other Vice Presidents. The
Executive Vice President and each other Vice President shall have such powers
and shall perform such duties as

                                      -9-
   10
may be specified in the By-Laws or prescribed by the Board of Directors or by
the President. The Executive Vice President may execute and deliver, in the name
of the Corporation, any deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the Corporation unless the authority to execute
and deliver is requited by law to be exercised by another person or is expressly
delegated by the Articles or By-Laws or by the Board of Directors to some other
officer or agent of the Corporation. In the event of the absence or disability
of the President, Vice Presidents shall succeed to his power and duties in the
order designated by the Board of Directors or by the President.

           Section 4.7. Secretary. The Secretary shall be secretary of and shall
attend all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of shareholders and directors. He shall perform
such other duties as may, from time to time, be prescribed by the Board of
Directors or by the President.

           Section 4.8. Assistant Secretary. The Assistant Secretary, if any, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors of by the President. shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time Prescribe.

           Section 4.9. Treasurer. The Treasurer shall maintain a correct and
complete record of account showing accurately at all times the financial
condition of the Corporation. He shall be the legal custodian of all monies,
notes, securities and other valuables which may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors and shall keep such bank account in the
name of the Corporation and shall

                                      -10-
   11
perform such other duties as may, from time to time, be prescribed by the Board
of Directors or by the President.

           Section 4.10. Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors or by the President, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such powers as the Board
of Directors or the President may from time to time prescribe.

           Section 4.11. Assistant Officers. Such assistant officers as the
Board of Directors shall from time to time designate and elect shall have such
powers and duties as the officers whom they are elected to assist shall specify
and delegate to them and such other powers and duties as the By-Laws, the
President or the Board of Directors may prescribe. An Assistant Secretary may,
in the event of the absence or disability of the Secretary, attest to the
execution by the Corporation of all documents.

           Section 4.12. Delegation of Authority. In the case of the absence of
any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may delegate the powers or
duties of such officer to any other officer or to any Director, for the time
being, provided a majority of the entire Board concurs therein.

                                    ARTICLE V

                              Certificates of Stock

           Section 5.1. Certificates of Stock. All shares of the Corporation
shall be certificated shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or the Executive Vice
President and the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. The
certificates of stock shall be numbered in the order of their issue. Each
certificate shall set forth the number

                                      -11-
   12
and class of shares and series, if any, and shall state that the Corporation
will furnish information relating to the rights, preferences and limitations of
the class or series upon request.

           Section 5.2. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the Corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by law. If shares are issued for
promissory notes or for promises to tender services in the future, the
Corporation must comply with I.C. 23-1-53-2(b).

           Section 5.3. Facsimile Signatures. Where a certificate is signed (a)
by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of the
President, Executive Vice President, Secretary or Assistant Secretary may be a
facsimile. In case any officer or officers who have signed or whose facsimile
signature or signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

           Section 5.4. Lost or Destroyed Certificates. Any shareholder claiming
a certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors or President shall require
and shall, if the Board of Directors so requites, give the Corporation a bond of
indemnity in a form, in an amount, and with one or more sureties satisfactory to
the Board of Directors or President, to indemnify the Corporation against any
claim which may be made against it on account of the reissue of such
certificate, whereupon a new certificate may be issued in the same tenor and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.

                                      -12-
   13
           Section 5.5. Transfers of Stock. Subject to the power of the Board of
Directors to prohibit transfer of stock ownership pursuant to Section 5.7, upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

           Section 5.6. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Indiana.

           Section 5.7. Restriction on Ownership, Voting and Transfer. In
accordance with the Federal Communications Act of 1934, as amended (the
"Communications Act"), and regulations of the Federal Communications Commission
(the "FCC Regulations"), the Board of Directors may (i) prohibit the ownership
or voting of more than twenty percent (20%) of the Corporation's outstanding
capital stock by or for the account of aliens or their representatives or by a
foreign government or representative thereof or by any corporation organized
under the laws of a foreign country (collectively, "Aliens"), or by or for
corporations of which any officer is an Alien, more than one-fourth (1/4) of its
directors are Aliens, or of which more than one-fourth (1/4) of its capital
stock is owned of record or voted by Aliens, (ii) prohibit any transfer of the
Corporation's stock which would cause more than twenty percent (20%) of the
Corporations' outstanding capital stock to be owned or voted by or for any
person or entity designated in foregoing clause (r); and (iii) prohibit the
ownership, voting or transfer of any portion of its outstanding capital

                                      -13-
   14
stock to the extent the ownership, voting or transfer of such portion would
cause the Corporation to violate any provision of the Communications Act or the
FCC Regulations.


                                   ARTICLE VI

                       Indemnification of Certain Persons

           Section 6.1. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by I.C. 23-1-37, as now enacted or hereafter amended.

                                   ARTICLE VII

                               General Provisions

           Section 7.1. Dividends. Subject to provisions of applicable law and
the Articles of Incorporation, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash, in Property or in shares of the capital stock.

           Section 7.2. Record Date. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the Corporation after the record date. The
Board of Directors may close the books of the Corporation against the transfer
of shares during the whole or any part of such period.

                                      -14-
   15
           Section 7.3. Annual Statement. The Board of Directors shall present
at any annual or special meeting of the shareholders when called for by vote of
the shareholders, a full and clear statement of the business and condition of
the Corporation.

           Section 7.4. Checks. All agreements, checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. If no such designation is made, they may be signed by either the
President, Executive Vice President, or Secretary, singly.

           Section 7.5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors and in the absence of such
resolution, the Corporation shall have a February 29 fiscal year.

           Section 7.6. Seal. The Corporation shall have no corporate seal.

                                  ARTICLE VIII

                                   Amendments

           Section 8.1. The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors of the Corporation, but such action
shall be taken only (i) by a majority of the full Board of Directors at either
an annual meeting or a special meeting specifically called for such purpose, or
(ii) by written consent signed by all members of the Board of Directors.

           Section 8.2. Amendments to be Consistent with Applicable Law. Any
amendment of these By-Laws shall be consistent with the Articles of
Incorporation and Provisions of applicable law then in effect, including without
limitation, the Federal Communications Act of 1934, as amended, and the
regulations of the Federal Communications Commission.

                                      -15-
   16
                                   ARTICLE IX

                        Securities of Other Corporations

           Section 9.1. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer, encumber
of vote any and all securities of any other corporation owned by the
Corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer, encumbrance or vote. The Board of
Directors may, from time to time, confer like powers upon any other person or
persons.

                                    ARTICLE X

                              Business Combinations

           Chapter 43 of the Indiana Business Corporation Law (IC 23-1-43)
governing Business Combinations shall be inapplicable to the Corporation.


                                      -16-

EX-3.8

   1
                                                                     Exhibit 3.8


                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                               SJL OF KANSAS CORP.


Pursuant to resolutions duly adopted by its Board of Directors and stockholders,
and in accordance with the provisions of Section 17-6605 of the Kansas Statutes
Annotated, as amended, the undersigned corporation adopts the following Amended
and Restated Articles of Incorporation, which supersede the original Articles of
Incorporation, which were filed by the Secretary of State on the 11th day of
August, 1950, and all Amendments to them:

         ARTICLE 1.  The name of the corporation is:

                               SJL OF KANSAS CORP.

         ARTICLE 2. The address of its registered office in the State of Kansas
is 515 South Kansas Avenue, Topeka, Kansas 66603, County of Shawnee. The name of
its registered agent at such address is The Corporation Company, Inc.

         ARTICLE 3. The nature of the business or purposes to be conducted or
promoted is:

                  To engage in any lawful act or activity for which a
         corporation may be organized under the General Corporation Code of
         Kansas.

         ARTICLE 4.

                  (a) Stock. The Corporation shall have authority to issue a
total of one thousand (1,000) shares of capital stock, which shall be designated
as Class A Common Stock, with a par value of $.01 per share (the "Class A
Stock").

                  (b) Voting. The entire voting power for the election of
directors and for all other purposes shall be vested exclusively in the holders
of Class A Stock.

         ARTICLE 5. In furtherance and not in limitation of the powers conferred
by statutes, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.

         ARTICLE 6. Meetings of stockholders may be held within or without the
State of Kansas, as the by-laws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Kansas at such place or places as may be designated from time to time by the
Board of Directors in the by-laws
   2
of the Corporation. Elections of directors need not be by written ballot unless
the by-laws of the Corporation shall so provide.

         ARTICLE 7. The Corporation reserves the right to amend, alter, change
or repeal any provision contained in these Amended and Restated Articles of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

         ARTICLE 8. The Corporation shall have perpetual existence.

         ARTICLE 9. The governing body of the Corporation shall be a Board of
Directors of at least one member, each of whom shall be of legal age and at
least one of whom shall be a citizen of the United States of America. Such Board
of Directors shall have full power, direction, management and control over the
affairs of the Corporation, subject, however, to the limitations provided in
these Amended and Restated Articles of Incorporation.

         ARTICLE 10. These Amended and Restated Articles of Incorporation
constitute all of the Articles of Incorporation of the Corporation. The original
charter of the Corporation as filed in the office of the Kansas Secretary of
State on August 11, 1950, and all amendments thereto and restatements thereof
heretofore made and affected, are hereby repealed and superceded by these
present Amended and Restated Articles of Incorporation. These Amended and
Restated Articles of Incorporation were duly proposed by the Board of Directors
and duly adopted by the stockholders in accordance with K.S.A. 17-6602 and
K.S.A. 17-6605, as amended.

         IT IS HEREBY CERTIFIED that these Amended and Restated Articles of
Incorporation, which amend and restate the Corporation's Articles of
Incorporation as originally filed and as heretofore amended and restated, have
been duly approved and proposed by the Board of Directors, and have been duly
adopted by the stockholders, in accordance with the provisions of K.S.A. 17-6602
and K.S.A. 17-6605, as amended, and in full compliance with the currently
existing Articles of Incorporation and By-Laws of the Corporation.


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         IN WITNESS WHEREOF, said SJL of Kansas Corp. has caused these Amended
and Restated Articles of Incorporation of SJL of Kansas Corp. to be signed by J.
Scott Enright, its Vice President and attested by David L. Wills, its Assistant
Secretary, this 13th day of June, 2001.


                                       SJL OF KANSAS CORP.


                                       By   /s/ J. Scott Enright
                                         ---------------------------------------
                                                J. Scott Enright, Vice President

ATTEST:


By   /s/ David L. Wills
  ------------------------------------------
         David L. Wills, Assistant Secretary


STATE OF INDIANA           )
                           )  SS:
COUNTY OF MARION           )

         Be it remembered, that before me, Elizabeth Marie Ellis, a Notary
Public in and for the County and State aforesaid, came J. Scott Enright, Vice
President and David L. Wills, Assistant Secretary, of SJL of Kansas Corp., a
corporation personally known to me to be the persons who executed the foregoing
instrument of writing as Vice President and Assistant Secretary, respectively,
and duly acknowledged the execution of the same this 13th day of June, 2001.



My Commission Expires:                    /s/ Elizabeth Marie Ellis
                                        ----------------------------------------
                                        Notary Public
   December 6, 2006

                                        Printed:  Elizabeth Marie Ellis
                                                --------------------------------
County of Residence:

  Hamilton
- ---------------------------


                                       3

EX-3.9

   1
                                                                     Exhibit 3.9

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                               SJL OF KANSAS CORP.
                                 (June 14, 2001)


                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1. CERTIFICATES REPRESENTING STOCK, Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the President or a Vice-President and by the Treasurer or
an Assistant Treasurer or the Secretary or Assistant Secretary of the
corporation, certifying the number of shares owned by the stockholder in the
corporation. Any or all the signatures on the certificate may be a facsimile. In
the event any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be an such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if the person were such
officer, transfer agent, or registrar at the date of issue.


         Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
Kansas General Corporation Code. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.


         The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the corporation may require the owner of any lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

         Section 2. FRACTIONAL SHARE INTERESTS, The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of a
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered or bearer
form which shall entitle the holder to receive a certificate for a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share shall entitle the holder to exercise voting
rights, to receive dividends thereon and to participate in any of the assets of
the corporation in the event of liquidation, by scrip or warrants shall not so
entitle the holder thereof,
   2
unless otherwise provided therein. The Board of Directors may cause scrip or
warrants to be issued subject to the conditions that they shall become void if
not exchanged for certificates representing full shares before a specified date,
or subject to the conditions that the shares for which scrip or warrants are
exchangeable may be sold by the corporation and the proceeds thereof distributed
to the holders of scrip or warrants, or subject to any other conditions which
the Board of Directors may impose.

         Section 3. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

         Section 4. RECORD DATE FOR STOCKHOLDERS. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting except that the Board
of Directors may fix a new record date for the adjournment meeting.

         Section 5. RECORD DATE FOR CONSENT ACTION. In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by this act, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in this state, its principal place of business, or an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by this act, the record
date for determining stockholders entitled to consent to corporate actions in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.


                                       2
   3
         Section 6. RECORD DATE FOR DISTRIBUTIONS, ETC, In order that the
corporation may determine any distribution or the allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

         Section 7. MEANING OF CERTAIN TERMS, As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock, and said holders of record of outstanding shares of
stock of any class upon which or upon whom the shares of stock or upon which or
upon whom the Kansas General Corporation Code confers such rights
notwithstanding that the Articles of Incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.

         Section 8. STOCKHOLDER MEETINGS.

         (a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

         (b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Kansas, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Kansas.

         (c) CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

         (d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which any requisite list
of stockholders of the corporation may be examined. The notice of any annual
meeting shall state that the meeting is called for the


                                       3
   4
election of directors and for the transaction of other business which may
properly come before the meeting, and shall, if any other action which could be
taken at a special meeting is to be taken at such annual meeting, state the
purpose or purposes. The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called. The notice of any
meeting shall also include, or be accompanied by, any additional statement,
information, or documents prescribed by the Kansas General Corporation Code.
Except as otherwise provided by the Kansas General Corporation Code, a copy of
the notice of any meeting shall be given, personally or by mail, not less than
ten days nor more than sixty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived, and directed to
each stockholder at his record address or at such other address which he may
have furnished by request in writing to the Secretary of the corporation. Notice
by mail shall be deemed to be given when deposited, with postage thereon
prepaid, in the United States mail. if a meeting is adjourned to another time,
not more than thirty days hence, and/or to another place, and if an announcement
of the adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the directors, after
the adjournment, fix a new record date for the adjourned meeting. Notice need
not be given to any stockholder who submits a written waiver of notice signed by
him before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, not the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

         (e) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary or
Assistant Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.

         (f) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent in writing without
a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.

         (g) INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof.


                                       4
   5
If any inspector or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In case any person
who may be appointed as an inspector fails to appear or act, the vacancy may be
filled by appointment made by the directors in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, if any, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots, or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots, or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him or them.

         (h) QUORUM. The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.

         (i) VOTING. Except as provided in subsection (j) or as otherwise
provided by law, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to such number of votes as is specified, in
respect of the class or series of capital stock held by such stockholder, in the
corporation's Articles of Incorporation. Any vote on stock of the corporation
may be given by the stockholder entitled thereto in person or by his proxy
appointed by an instrument in writing, subscribed by such stockholder or his
attorney thereto authorized and delivered to the Secretary of the meeting.
Except as otherwise required by law or the Articles of Incorporation or these
By-Laws, or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at such
meeting and entitled to vote thereat, a quorum being present. At all elections
of directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.

         (j) VOTING OF SHARES BY ALIENS. No more than twenty percent of the
outstanding shares of stock of the corporation entitled to vote on any matter
submitted to stockholders (including the election of directors) shall be voted,
directly or indirectly, by or for the account of all aliens as a group. All
references herein to "alien" shall include the representatives, associates and
affiliates of such alien. The term "alien", "representative", "associate", and
"affiliate" shall be defined as set forth in Subdivision (J) to Article FOURTH
of the Restated Certificate of Incorporation of Lee Enterprises, Incorporates,
sole stockholder of the Corporation.

         (k) LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in


                                       5
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alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         (1) WRITTEN ACTION. Any action required by the Kansas General
Corporation Code to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of stockholders of the corporation, may be taken without a meeting and
without a vote if a consent in writing, setting forth the action so taken, shall
be signed by all of the holders of shares of stock entitled to vote thereon.

                                   ARTICLE II

                                    DIRECTORS

         Section 1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

         Section 2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Kansas. The number of directors constituting the whole board of directors shall
be one (1). The number of directors may be increased or decreased (but not below
one (1)) by action of the stockholders or of the directors.

         Section 3. ELECTION AND TERM. Directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of the stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of directors, vacancies on
the Board of Directors may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum.


                                       6
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         Section 4. MEETINGS.

         (a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

         (b) PLACE. Meetings shall be held at such place within or without the
State of Kansas as shall be fixed by the Board.

         (c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the President or of a majority of the directors in office.

         (d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any directors or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business to be transacted at, or the purpose
of, any regular or special meeting.

         (e) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the Kansas General Corporation Code, the vote of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the Kansas General
Corporation Code and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.

         (f) CHAIRMAN OF THE MEETING. The President, if present and acting, or
any other director chosen by the Board, shall preside.

         (g) REMOVAL OF DIRECTORS. Any or all of the directors may be removed
for cause or without cause by the stockholders.

         (h) COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member


                                       7
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at any meeting of the committee. In the absence or disqualification of any
member of any such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any authority the delegation of which is prohibited by Section
17-6301 of the Kansas General Corporation Code, and may authorize the seal of
the corporation to be affixed to all papers which may require it.

         (i) INFORMAL ACTION. Any member or members of the Board of Directors,
or of any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee may be taken without a meeting if all directors or members of the
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

         Section 5. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.

         (a) Each officer, director, employee and agent of the corporation and
each person serving at the request of the corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified (including payment of expenses in
advance) by the corporation to the full extent from time to time provided or
authorized by the Kansas General Corporation Code. This right of indemnification
shall not be exclusive of other indemnification rights to which any such person
may be entitled under contract, by-law, vote of stockholders or disinterested
directors, policy of insurance or otherwise. The subsequent provisions of this
By-law shall not limit or otherwise modify the foregoing provision.

         (b) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and


                                       8
   9
in a manner which he reasonably believed to be in or not apposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         (c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys, fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persons shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         (d) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (b) and (c), or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys, fees) actually and reasonably incurred by him in
connection therewith.

         (e) Any indemnification under subsections (b) and (c) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (b) and (c). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (f) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

         (g) The indemnification and advance of expenses provided by or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification and advancement of
expenses may be entitled


                                       9
   10
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The corporation shall have authority
to enter into indemnification agreements with its officers and directors, the
terms of which shall be approved by the Board of Directors.

         (h) The corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

         (i) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officer, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

         (j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section. References to "actions" or "proceedings" shall include administrative
or investigative inquiries as well as suits at law or in equity.

         (k) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       10
   11
                                   ARTICLE III

                                    OFFICERS

         Section 1. DESIGNATION. The corporation shall have such officers with
such titles and duties as shall be stated in a resolution of the Board of
Directors which is not inconsistent with these By-Laws as may be necessary to
enable the corporation to sign instruments and stock certificates which comply
with the provisions of Section 17-6003 and 17-6408 of the Kansas General
Corporation Code, and amendments thereto. one of the officers shall have the
duty to record proceedings of the stockholders and the directors of the
corporation in a book to be kept for that purpose. Each officer shall hold the
office until such officer's successor is elected and qualified or until such
officer's earlier resignation or removal.

         Section 2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution or instrument choosing him, no officer need be a director.

         Any number of offices may be held by the same person, as the directors
may determine.

         Section 3. TERM OF OFFICE. Unless otherwise provided in the resolution
or instrument choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor shall have been chosen and
qualified.

         Any officer may be removed, with or without cause, by the Board of
Directors; and any subordinate or junior officer not chosen by the Board of
Directors, but chosen under duly constituted authority conferred by the Board of
Directors, may be removed, with or without cause, by the officer or officers who
chose him.

         Any vacancy in any office may be filled by the Board of Directors. A
vacancy in any junior or subordinate office not filled by the Board of Directors
may be filled by the officer or officers duly vested with the authority to
choose the person to fill such office.

         Section 4. CHOOSING OFFICERS. The Board of Directors shall choose the
President, the Secretary, the Treasurer, Vice-Presidents, if any, and such other
assistant officers as may be designated by them, and may confer upon any
executive officer or officers authority to choose junior or subordinate
officers.

         Section 5. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in these By-Laws and in the resolutions
of the Board of Directors or the instruments designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.


                                       11
   12
         (a) PRESIDENT. The President shall be chief executive officer of the
corporation, shall preside at all meetings of the Board of Directors, and shall
have general supervision of the business, affairs and property of the
corporation and over its several officers, subject to the control of the Board
of Directors. He shall be ex officio a member of all standing committees, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall make recommendations to the Board of Directors with
respect to corporate policies and other matters of importance which he believes
should be submitted for Board consideration. He shall have all the powers
usually vested in the office of a general manager and chief executive officer of
a corporation. He shall have power to execute contracts and other documents on
behalf of the corporation, under seal or otherwise.

         (b) VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as may be assigned to him by the President or the Board of
Directors.

         (c) SECRETARY. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors and shall perform such other duties as may be
prescribed by the President or the Board of Directors. He shall keep in safe
custody the seal of the corporation and, when authorized to do so, affix the
same to any instrument requiring it, and when so affixed it shall be attested by
his signature or by the signature of the Treasurer or an Assistant Secretary.

         (d) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these By-Laws; and, in general, perform all
of the duties incident to the office of Treasurer and such other duties as shall
from time to time be assigned to him by the President or the Board of Directors.

         (e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers, if any, shall be appointed by the Board of
Directors and shall have such powers and shall perform such duties as shall be
assigned to them by the President or the Board of Directors.

         Section 6. RESOLUTIONS AND INSTRUMENTS - EFFECT. The Secretary of the
corporation shall keep, or cause to be kept, with the By-Laws of the corporation
a copy of every resolution or instrument designating and choosing officers and
prescribing their qualifications, tenure, authority, duties, compensation, and
other appropriate incidents and attributes of office; and each such resolution
or instrument shall be deemed to be a component part of these By-Laws.


                                       12
   13

                                   ARTICLE IV


                       BANK ACCOUNTS. CHECKS, LOANS, ETC,

         Section 1. BANK ACCOUNTS AND CHECKS. Such officers or agents of the
corporation as from time to time shall be designated by the Board of Directors
shall have authority to deposit any funds of the corporation in such banks or
trust companies as shall from time to time be designated by the Board of
Directors; and such officers or agents as from time to time shall be designated
by the Board of Directors shall have authority to withdraw from time to time any
or all of the funds of the corporation so deposited in any bank or trust
company, upon checks, drafts or other instruments or orders for the payment of
money, drawn against the account or in the name or behalf of the corporation,
and made or signed by such officers or agents; and each bank or trust company
with which funds of the corporation are so deposited is authorized to accept,
honor, cash and pay, without limit as to amount, all checks, drafts or other
instruments or orders for the payment of money, when drawn, made or signed by
officers or agents so designated by the Board of Directors, regardless of
whether the same are payable to the order of any officer or agent signing the
same, until written notice of the revocation by the Board of Directors of the
authority of such officers or agents shall have been received by such bank or
trust company. The officers of the corporation or any of them shall from time to
time certify to the banks or trust companies in which funds of the corporation
are deposited, the signatures of the officers or agents of the corporation so
authorized to draw against the same, and such signatures may include the
signature of such certifying officer or officers.

         Section 2. LOANS. Such officers or agents of the corporation as from
time to time shall be designated by the Board of Directors shall have authority
to effect loans, advances or other forms of credit at any time or times for the
corporation from such banks or trust companies as the Board of Directors shall
from time to time designate, and as security for the repayment of such loans,
advances or other forms of credit to assign, transfer, endorse and deliver,
either originally or in addition or substitution, any or all stocks, bonds,
rights and interests of any kind in or to stocks or bonds, certificates of such
rights or interests, deposits, accounts, documents covering merchandise, bills
receivable and other commercial paper and evidences of debt, at any time held by
the corporation; and for such loans, advances, or other forms of credit to make,
execute and deliver one or more notes, acceptances or other written obligations
of the corporation on such terms, and with such provisions as to the securities
including the sale or disposition thereof, as such officers or agents shall deem
proper; and also to sell to, or discount or rediscount with, such banks or trust
companies any and all commercial paper, bills receivable, acceptances and other
instruments and evidences of debt at any time held by the corporation, and to
that end to endorse, transfer and deliver the same. The officers of the
corporation or any of them shall from time to time certify the signatures of the
officers or agents so authorized, which may include the signature of such
certifying officer or officers, to each bank or trust company so designated by
the Board of Directors; and each such bank or trust company is authorized to
rely upon such certification until written notice of the revocation by the Board
of Directors of the authority of such officers or agents shall have been
received by such bank or trust company.


                                       13
   14
                                   ARTICLE V

                                 CORPORATE SEAL

         The corporate seal shall be in such a form as the Board of Directors
shall prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

         The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.

                                   ARTICLE VII

                                   AMENDMENTS

         The By-Laws of the corporation shall be subject to alteration,
amendment or repeal and new By-Laws not inconsistent with any provision of the
Articles of Incorporation or statute may be made, either by the affirmative vote
of the holders of record of stock representing a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at any
annual or special meeting of the stockholders and entitled to vote thereat, a
quorum being present, or by the affirmative vote of a majority of the whole
Board, given at any regular or special meeting of the Board, provided that
notice of the proposal to so make, alter, amend or repeal such By-Laws be
included in the notice of such meeting of the Board or the stockholders, as the
case may be. By-Laws made, altered or amended by the Board may be altered,
amended or repealed by the stockholders at any annual or special meeting
thereof.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Amended and Restated By-Laws of SJL of Kansas Corp., a Kansas corporation,
as in effect on the date hereof.

         Dated:  As of June 14, 2001


                                    SJL OF KANSAS CORP.


                                    BY:   /s/ David L. Wills
                                          ------------------------------------
                                    Its:  Assistant Secretary
                                          ------------------------------------


                                       14

EX-3.10

   1
                                                                    EXHIBIT 3.10


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          TOPEKA TELEVISION CORPORATION


         The above corporation (hereinafter referred to as the "Corporation"),
existing pursuant to the General and Business Corporation Law of Missouri (the
"Act"), desiring to give notice of corporate action effectuating the amendment
and restatement of its Articles of Incorporation, sets forth the following
facts:

                                    ARTICLE I

         Section I:       Date of incorporation of the Corporation is August 14,
                          1964.

         Section II:      The name of the Corporation following this
                          amendment and restatement is Topeka Television
                          Corporation.

         Section III:     The exact text of the Amended and Restated
                          Articles of Incorporation is attached hereto and
                          incorporated herein.

                                   ARTICLE II

         The Board of Directors of the Corporation duly adopted the proposed
Amended and Restated Articles of Incorporation by unanimous written consent
executed on June 13, 2001.

         The Shareholders of the Corporation duly adopted the proposed Amended
and Restated Articles of Incorporation by unanimous written consent executed on
June 13, 2001. Of the 8,174 shares of common stock outstanding, 8,174 were
entitled to vote. The number of shares voted in favor of the amendment were
8,174, and no shares voted against the amendment.

         The manner of the adoption of the Amended and Restated Articles of
Incorporation and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
By-Laws of the Corporation.

Executed this 15th day of June, 2001.

/s/ J. Scott Enright                         /s/ David L. Wills
- --------------------------------            ------------------------------------
J. Scott Enright, Vice President            David L. Wills, Assistant Secretary



   2




State of Indiana  )
                  ) SS:
County of Marion  )


         I, Elizabeth Marie Ellis, a Notary Public, do hereby certify that on
June 15, 2001, personally appeared before me J. Scott Enright and David L.
Wills, known to be a Vice President and Assistant Secretary, respectively, of
Topeka Television Corporation, and being duly sworn by me, acknowledged that
they signed as their own free act and deed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.

                                                   /s/  Elizabeth Marie Ellis
                                                   -----------------------------
                                                   Notary Public


My Commission Expires    December 6, 2006
                      -------------------

My County of Commission     Hamilton
                        --------------------





   3


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          TOPEKA TELEVISION CORPORATION


                                    ARTICLE I

                                 Corporate Name

         The name of the Corporation following this amendment and restatement is
Topeka Television Corporation (the "Corporation").


                                   ARTICLE II

                                    Purposes

         This Corporation is formed for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the General and
Business Corporation Law of Missouri, as now or hereafter amended (hereinafter
referred to as the "Act"). The Corporation shall have the same capacity to act
as possessed by natural persons and shall have and exercise all powers granted
to business corporations formed under the Act and permitted by the laws of the
State of Missouri in force from time to time hereafter, including, but not
limited to, the general rights, privileges and powers set out in the Act, the
power to enter into and engage in partnerships and joint ventures, and to act as
agent. The Corporation shall have the power and capacity to engage in all
business activities, either directly or through any person, firm, entity, trust,
partnership or association.


                                   ARTICLE III

                                Term of Existence

         The period during which the Corporation shall continue is perpetual.


                                   ARTICLE IV

                     Registered Office and Registered Agent

         The street address of the registered office of the Corporation is 120
South Central Avenue, Clayton, Missouri 63105, and the name of the registered
agent at that address is CT Corporation Systems.

   4

                                    ARTICLE V

                                Authorized Shares

         The total number of shares which the Corporation is authorized to issue
is ten thousand (10,000) shares of Common Stock, no par value.


                                   ARTICLE VI

                           Terms of Authorized Shares

         Section 6.01. Terms. All shares are of one and the same class with
equal rights, privileges, powers, obligations, liabilities, duties and
restrictions. These shares may be issued for any consideration consistent with
the Act, including tangible or intangible property or benefit to the
Corporation, at such price and amount per share as may be determined by the
Board of Directors.

         Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.

         Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share ratably
in the remaining assets of the Corporation.


                                   ARTICLE VII

                                  Voting Rights

         Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in the shareholder's name on the books of the Corporation as of the
record date for such meeting.

         Section 7.02. Voting of Shares Owned by Other Corporations. Shares of
the Corporation standing in the name of another corporation may be voted by such
officer, agent or proxy as the Board of Directors of such other corporation may
appoint, or as the By-Laws of such other corporation may prescribe.

         Section 7.03. Shareholder Action. Except as otherwise provided in the
Act or these Articles of Incorporation, all actions taken by the shareholders
shall be by a majority vote of the number of shares entitled to vote, including
but not limited to an election of directors.



   5



                                  ARTICLE VIII

                               Board of Directors

         The number of directors constituting the Board of Directors shall be
one (1). Thereafter, the number of directors shall be fixed by, or in the manner
provided by, the By-Laws.


                                   ARTICLE IX

                             Certificates for Shares

         Each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.


                                    ARTICLE X

         The Board of Directors of the Corporation duly adopted the Amended and
Restated Articles of Incorporation by unanimous written consent executed on June
13, 2001.

         The Shareholders of the Corporation duly adopted the Amended and
Restated Articles of Incorporation by unanimous written consent executed on June
13, 2001. Of the 8,174 shares of common stock outstanding, 8,174 were entitled
to vote. The number of shares voted in favor of the amendment were 8,174, and no
shares voted against the amendment

         The manner of the adoption of the Amended and Restated Articles of
Incorporation and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation and the
By-Laws of the Corporation.


/s/ J. Scott Enright                         /s/ David L. Wills
- ----------------------------------           -----------------------------------
J. Scott Enright, Vice President             David L. Wills, Assistant Secretary

EX-3.11

   1
                                                                    Exhibit 3.11


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                          TOPEKA TELEVISION CORPORATION
                                 (June 19, 2001)


                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the President or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or Assistant Secretary of the
corporation, certifying the number of shares owned by the stockholder in the
corporation. Any or all the signatures on the certificate may be a facsimile. In
the event any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be an such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if the person were such
officer, transfer agent, or registrar at the date of issue.

         Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
Missouri General and Business Corporation Law. Any restrictions on the transfer
or registration of transfer of any shares of stock of any class or series shall
be noted conspicuously on the certificate representing such shares.

         The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the corporation may require the owner of any lost, stolen, or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

         Section 2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered or bearer
form which shall entitle the holder to receive a certificate for a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share shall entitle the holder to exercise voting
rights, to receive dividends thereon and to participate in any of the assets of
the
   2
corporation in the event of liquidation, but scrip or warrants shall not so
entitle the holder thereof, unless otherwise provided therein. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing full
shares before a specified date, or subject to the conditions that the shares for
which scrip or warrants are exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of scrip or warrants, or subject to
any other conditions which the Board of Directors may impose.

         Section 3. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

         Section 4. RECORD DATE FOR STOCKHOLDERS, In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting except that the Board
of Directors may fix a new record date for the adjournment meeting.

         Section 5. RECORD DATE FOR CONSENT ACTION. In order that the
corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the Missouri General and
Business Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in this state, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by the Missouri General and Business Corporation Law, the record
date for determining stockholders entitled to consent to corporate actions in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.


                                       2
   3
         Section 6. RECORD DATE FOR DISTRIBUTIONS, ETC, In order that the
corporation may determine any distribution or the allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

         Section 7. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock, and said holders of record of outstanding shares of
stock of any class upon which or upon whom the shares of stock or upon which or
upon whom the Missouri General and Business Corporation Law confers such rights
notwithstanding that the Articles of Incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.

         Section 8. STOCKHOLDER MEETINGS.

         (a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.

         (b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Missouri, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Missouri.

         (c) CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

         (d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or


                                       3
   4
other municipality or community at which any requisite list of stockholders of
the corporation may be examined. The notice of any annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall, if any
other action which could be taken at a special meeting is to be taken at such
annual meeting, state the purpose or purposes. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting is
called. The notice of any meeting shall also include, or be accompanied by, any
additional statement, information, or documents prescribed by the Missouri
General and Business Corporation Law. Except as otherwise provided by the
Missouri General and Business Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the corporation. Notice by
mail shall be deemed to be given when deposited, with postage thereon prepaid,
in the United States mail. If a meeting is adjourned to another time, not more
than thirty days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after the
adjournment, fix a new record date for the adjourned meeting. Notice need not be
given to any stockholder who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

         (e) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the President, a Vice President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary or
Assistant Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.

         (f) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent in writing without
a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.


                                       4
   5
         (g) INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If any inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them.

         (h) QUORUM. The holders of a majority of the outstanding shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.

         (i) VOTING. Except as provided in subsection (j) or as otherwise
provided by law, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to such number of votes as is specified, in
respect of the class or series of capital stock held by such stockholder, in the
corporation's Articles of Incorporation. Any vote on stock of the corporation
may be given by the stockholder entitled thereto in person or by his proxy
appointed by an instrument in writing, subscribed by such stockholder or his
attorney thereto authorized and delivered to the Secretary of the meeting.
Except as otherwise required by law or the Articles of Incorporation or these
By-Laws, or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at such
meeting and entitled to vote thereat, a quorum being present. At all elections
of directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.

         (j) VOTING OF SHARES BY ALIENS. No more than twenty percent of the
outstanding shares of stock of the corporation entitled to vote on any matter
submitted to stockholders (including the election of directors) shall be voted,
directly or indirectly, by or for the account of all aliens as a group. All
references herein to "alien" shall include the representatives, associates and
affiliates of such alien. The term "alien", "representative", "associate", and
"affiliate" shall be defined as set forth in Subdivision (J) to Article FOURTH
of the Restated Certificate of Incorporation of Lee Enterprises, Incorporated,
sole stockholder of the Corporation.


                                       5
   6
         (k) LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         (1) WRITTEN ACTION. Any action required by the Missouri General and
Business Corporation Law to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of stockholders of the corporation, may be taken without a
meeting and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of shares of stock entitled to vote
thereon.

                                   ARTICLE II

                                    DIRECTORS

         Section 1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

         Section 2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Missouri. The number of directors constituting the whole board of directors
shall be one (1). The number of directors may be increased or decreased (but not
below one (1)) by action of the stockholders or of the directors.

         Section 3. ELECTION AND TERM. Directors who are elected at an annual
meeting of stockholders, and directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until the next
annual meeting of the stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of directors, vacancies on
the Board of Directors may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum.


                                       6
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         Section 4. MEETINGS.

         (a) TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

         (b) PLACE. Meetings shall be held at such place within or without the
State of Missouri as shall be fixed by the Board.

         (c) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the President or of a majority of the directors in office.

         (d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any directors or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business to be transacted at, or the purpose
of, any regular or special meeting.

         (e) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the Missouri General and Business Corporation
Law, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the Missouri General and Business Corporation Law and these Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.

         (f) CHAIRMAN OF THE MEETING. The President, if present and acting, or
any other director chosen by the Board, shall preside.

         (g) REMOVAL OF DIRECTORS. Any or all of the directors may be removed
for cause or without cause by the stockholders.

         (h) COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at


                                       7
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any meeting of the committee. In the absence or disqualification of any member
of any such committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any authority the delegation of which is prohibited by Section
351.330 of the Missouri General and Business Corporation Law, and may authorize
the seal of the corporation to be affixed to all papers which may require it.

         (i) INFORMAL ACTION. Any member or members of the Board of Directors,
or of any committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee may be taken without a meeting if all directors or members of the
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

         Section 5. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.

         (a) Each officer, director, employee and agent of the corporation and
each person serving at the request of the corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified (including payment of expenses in
advance) by the corporation to the full extent from time to time provided or
authorized by the Missouri General and Business Corporation Law. This right of
indemnification shall not be exclusive of other indemnification rights to which
any such person may be entitled under contract, by-law, vote of stockholders or
disinterested directors, policy of insurance or otherwise. The subsequent
provisions of this By-Law shall not limit or otherwise modify the foregoing
provision.

                   (b) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys,
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its


                                       8
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equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

         (c) The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys, fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persons shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

         (d) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (b) and (c), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         (e) Any indemnification under subsections (b) and (c) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (b) and (c). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         (f) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

         (g) The indemnification and advance of expenses provided by or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other


                                       9
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rights to which those seeking indemnification and advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. The corporation shall have
authority to enter into indemnification agreements with its officers and
directors, the terms of which shall be approved by the Board of Directors.

         (h) The corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.

         (i) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officer, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         (j) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
Section. References to "actions" or "proceedings" shall include administrative
or investigative inquiries as well as suits at law or in equity.

         (k) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.


                                       10
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                                   ARTICLE III

                                    OFFICERS

         Section 1. DESIGNATION. The corporation shall have such officers with
such titles and duties as shall be stated in a resolution of the Board of
Directors which is not inconsistent with these By-Laws as may be necessary to
enable the corporation to sign instruments and stock certificates which comply
with the provisions of Section 351.295 and 351.360 of the Missouri General and
Business Corporation Law, and amendments thereto. One of the officers shall have
the duty to record proceedings of the stockholders and the directors of the
corporation in a book to be kept for that purpose. Each officer shall hold the
office until such officer's successor is elected and qualified or until such
officer's earlier resignation or removal.

         Section 2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution or instrument choosing him, no officer need be a director.

         Any number of offices may be held by the same person, as the directors
may determine.

         Section 3. TERM OF OFFICE. Unless otherwise provided in the resolution
or instrument choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the next annual
meeting of stockholders and until his successor shall have been chosen and
qualified.

         Any officer may be removed, with or without cause, by the Board of
Directors; and any subordinate or junior officer not chosen by the Board of
Directors, but chosen under duly constituted authority conferred by the Board of
Directors, may be removed, with or without cause, by the officer or officers who
chose him.

         Any vacancy in any office may be filled by the Board of Directors. A
vacancy in any junior or subordinate office not filled by the Board of Directors
may be filled by the officer or officers duly vested with the authority to
choose the person to fill such office.

         Section 4. CHOOSING OFFICERS. The Board of Directors shall choose the
President, the Secretary, the Treasurer, Vice Presidents, if any, and such other
assistant officers as may be designated by them, and may confer upon any
executive officer or officers authority to choose junior or subordinate
officers.

         Section 5. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and operation of
the corporation as shall be prescribed in these By-Laws and in the resolutions
of the Board of Directors or the instruments designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.


                                       11
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         (a) PRESIDENT. The President shall be chief executive officer of the
corporation, shall preside at all meetings of the Board of Directors, and shall
have general supervision of the business, affairs and property of the
corporation and over its several officers, subject to the control of the Board
of Directors. He shall be ex officio a member of all standing committees, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. He shall make recommendations to the Board of Directors with
respect to corporate policies and other matters of importance which he believes
should be submitted for Board consideration. He shall have all the powers
usually vested in the office of a general manager and chief executive officer of
a corporation. He shall have power to execute contracts and other documents on
behalf of the corporation, under seal or otherwise.

         (b) VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as may be assigned to him by the President or the Board of
Directors.

         (c) SECRETARY. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors and shall perform such other duties as may be
prescribed by the President or the Board of Directors. He shall keep in safe
custody the seal of the corporation and, when authorized to do so, affix the
same to any instrument requiring it, and when so affixed it shall be attested by
his signature or by the signature of the Treasurer or an Assistant Secretary.

         (d) TREASURER. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these By-Laws; and, in general, perform all
of the duties incident to the office of Treasurer and such other duties as shall
from time to time be assigned to him by the President or the Board of Directors.

         (e) ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers, if any, shall be appointed by the Board of
Directors and shall have such powers and shall perform such duties as shall be
assigned to them by the President or the Board of Directors.

         Section 6. RESOLUTIONS AND INSTRUMENTS - EFFECT. The Secretary of the
corporation shall keep, or cause to be kept, with the ByLaws of the corporation
a copy of every resolution or instrument designating and choosing officers and
prescribing their qualifications, tenure, authority, duties, compensation, and
other appropriate incidents and attributes of office; and each such resolution
or instrument shall be deemed to be a component part of these Bylaws.


                                       12
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                                   ARTICLE IV

                       BANK ACCOUNTS, CHECKS, LOANS, ETC,

         Section 1. BANK ACCOUNTS AND CHECKS. Such officers or agents of the
corporation as from time to time shall be designated by the Board of Directors
shall have authority to deposit any funds of the corporation in such banks or
trust companies as shall from time to time be designated by the Board of
Directors; and such officers or agents as from time to time shall be designated
by the Board of Directors shall have authority to withdraw from time to time any
or all of the funds of the corporation so deposited in any bank or trust
company, upon checks, drafts or other instruments or orders for the payment of
money, drawn against the account or in the name or behalf of the corporation,
and made or signed by such officers or agents; and each bank or trust company
with which funds of the corporation are so deposited is authorized to accept,
honor, cash and pay, without limit as to amount, all checks, drafts or other
instruments or orders for the payment of money, when drawn, made or signed by
officers or agents so designated by the Board of Directors, regardless of
whether the same are payable to the order of any officer or agent signing the
same, until written notice of the revocation by the Board of Directors of the
authority of such officers or agents shall have been received by such bank or
trust company. The officers of the corporation or any of them shall from time to
time certify to the banks or trust companies in which funds of the corporation
are deposited, the signatures of the officers or agents of the corporation so
authorized to draw against the same, and such signatures may include the
signature of such certifying officer or officers.

         Section 2. LOANS. Such officers or agents of the corporation as from
time to time shall be designated by the Board of Directors shall have authority
to effect loans, advances or other forms of credit at any time or times for the
corporation from such banks or trust companies as the Board of Directors shall
from time to time designate, and as security for the repayment of such loans,
advances or other forms of credit to assign, transfer, endorse and deliver,
either originally or in addition or substitution, any or all stocks, bonds,
rights and interests of any kind in or to stocks or bonds, certificates of such
rights or interests, deposits, accounts, documents covering merchandise, bills
receivable and other commercial paper and evidences of debt, at any time held by
the corporation; and for such loans, advances, or other forms of credit to make,
execute and deliver one or more notes, acceptances or other written obligations
of the corporation on such terms, and with such provisions as to the securities
including the sale or disposition thereof, as such officers or agents shall deem
proper; and also to sell to, or discount or rediscount with, such banks or trust
companies any and all commercial paper, bills receivable, acceptances and other
instruments and evidences of debt at any time held by the corporation, and to
that end to endorse, transfer and deliver the same. The officers of the
corporation or any of them shall from time to time certify the signatures of the
officers or agents so authorized, which may include the signature of such
certifying officer or officers, to each bank or trust company so designated by
the Board of Directors; and each such bank or trust company is authorized to
rely upon such certification until written notice of the revocation by the Board
of Directors of the authority of such officers or agents shall have been
received by such bank or trust company.


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                                    ARTICLE V

                                 CORPORATE SEAL

         The corporate seal shall be in such a form as the Board of Directors
shall prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

         The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.

                                   ARTICLE VII

                                   AMENDMENTS

         The By-Laws of the corporation shall be subject to alteration,
amendment or repeal and new By-Laws not inconsistent with any provision of the
Articles of Incorporation or statute may be made, either by the affirmative vote
of the holders of record of stock representing a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at any
annual or special meeting of the stockholders and entitled to vote thereat, a
quorum being present, or by the affirmative vote of a majority of the whole
Board, given at any regular or special meeting of the Board, provided that
notice of the proposal to so make, alter, amend or repeal such By-Laws be
included in the notice of such meeting of the Board or the stockholders, as the
case may be. By-Laws made, altered or amended by the Board may be altered,
amended or repealed by the stockholders at any annual or special meeting
thereof.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Amended and Restated Bylaws of Topeka Television Corporation, a Missouri
corporation, as in effect on the date hereof.

Dated:  As of June 19, 2001


                                          TOPEKA TELEVISION CORPORATION


                                          BY:   /s/ David L. Wills
                                              ----------------------------------
                                          Its   Assistant Secretary
                                              ----------------------------------


                                       14

EX-3.12

   1
                                                                    Exhibit 3.12


                            ARTICLES OF INCORPORATION

                                       OF

                          EMMIS MEADOWLANDS CORPORATION


         The undersigned incorporator, desiring to form a Corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of The
Indiana Business Corporation Law, as now or hereafter amended (hereinafter
referred to as the "Act"), executes the following Articles of Incorporation:

                                    ARTICLE I

                                 Corporate Name

         The name of the Corporation is Emmis Meadowlands Corporation.

                                   ARTICLE II

                                    Purposes

         This Corporation is formed for the purpose of transacting any or all
lawful business for which corporation may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.

                                   ARTICLE III

                                Term of Existence

         The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV

                     Registered Office and Registered Agent

         The street address of the registered office of the Corporation is 1099
North Meridian
   2
Street, Suite 1197, Indianapolis, Indiana 46204, and the name of the registered
agent at that address is Steven C. Crane.

                                    ARTICLE V

                                Authorized Shares

         The total number of shares which the Corporation is authorized to issue
is one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares having a par value of $.01 per share.

                                   ARTICLE VI

                           Terms of Authorized Shares

         Section 6.01. Terms. All shares are of one and the same class with
equal rights, privileges, powers, obligations, liabilities, duties and
restrictions. These shares may be issued for any consideration consistent with
the Act, including tangible or intangible property or benefit to the
corporation, at such price and amount per share as may be determined by the
Board of Directors.

         Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.

         Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share equally
in the remaining assets of the Corporation.

                                   ARTICLE VII

                                  Voting Rights

         Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in his name on the books of the Corporation as of the record date for
such meeting.

         Section 7.02. Shareholder Action. Except as otherwise provided in the
Act or these Articles of Incorporation, all actions taken by the shareholders
shall be by a majority vote of the number of shares entitled to vote, including
but not limited to an election of directors.
   3
                                  ARTICLE VIII

                               Board of Directors

         The number of directors constituting the initial board of Directors
shall be two (2). Thereafter, the number of directors shall be fixed by the
By-Laws of the Corporation.

                                   ARTICLE IX

                            Data Respecting Directors

         The names and addresses of the initial Board of Directors of the
Corporation are as follows:



         Name                      Address               City and State
- --------------------------------------------------------------------------------
                                                   
Jeffrey H. Smulyan         1099 N. Meridian St.          Indianapolis, IN 46204
                           Suite 1197

Steven C. Crane            1099 N. Meridian St.          Indianapolis, IN 46204
                           Suite 1197


                                    ARTICLE X

                          Data Respecting Incorporator

         The name and address of the incorporator of the Corporation is Richard
J. McConnell, Bose McKinney & Evans, 1100 First Indiana Building, Indianapolis,
Indiana 46204.

                                   ARTICLE XI

                             Certificates for Shares

         Each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.

                                   ARTICLE XII

                                 Indemnification

         The Corporation shall indemnify any person made a party to any action,
suit or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the
   4
Corporation against all liability and reasonable expense incurred or suffered by
such person in connection therewith, if:

(a)      the individual's conduct was in good faith; and

(b)      the individual reasonably believed:

         (i)  in the case of conduct in the individual's official capacity with
         the Corporation, that the individual's conduct was in its best
         interests; and

         (ii) in all other cases, that the individual's conduct was at least not
         opposed to the Corporation's best interests; and

(c)      in the case of any criminal proceeding, the individual either:

         (i)  had reasonable cause to believe the individual's conduct was
         lawful; or

         (ii) had no reasonable cause to believe the individual's conduct was
         unlawful.

         The terms used in this Article XII shall have the same meaning as set
forth in IC 23-1-37. Nothing contained in this Article XII shall limit or
preclude the ability of the Corporation to otherwise indemnify or to advance
expenses to any director, officer, employee or agent.

         IN WITNESS WHEREOF, the undersigned, being the incorporator designated
in Article X, executes these Articles of Incorporation and certifies to the
trust of the facts herein stated, this 15th day of August, 1988.


                                          /s/ Richard J. McConnell
                                        ----------------------------------------
                                        Richard J. McConnell
   5
         I HEREBY VERIFY SUBJECT TO THE PENALTIES OF PERJURY THAT THE FACTS
CONTAINED HEREIN ARE TRUE.



                                           /s/ Richard J. McConnell
                                        ----------------------------------------
                                        Richard J. McConnell,
                                        Incorporator


This instrument was prepared by Richard J. McConnell, Attorney at Law, 1100
First Indiana Building, Indianapolis, Indiana 46204.

EX-3.13

   1
                                                                    EXHIBIT 3.13


                                 CODE OF BY-LAWS

                                       OF

                          EMMIS MEADOWLANDS CORPORATION

                                    ARTICLE I

                           Identification and Offices

           Section 1.1. Name. The name of the corporation is Emmis Meadowlands
Corporation (hereinafter referred to as the "Corporation").

           Section 1.2. Registered Office. The registered office and registered
agent of the Corporation shall be as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation may, from time to time,
change its registered office or registered agent. On or before the day that any
such change is to become effective, a certificate of such change shall be filed
with the Secretary of State of the State of Indiana.

           Section 1.3. Other Offices. The Corporation may establish and
maintain such other offices, within or without the State of Indiana, as are from
time to time authorized by the Board of Directors. The principal office or the
Corporation is at 1099 North Meridian Street, Suite 1197, Indianapolis, Indiana.

                                   ARTICLE II

                            Meetings of Shareholders

           Section 2.1. Place of Meeting. All meetings of the shareholders shall
be held at the principal office of the Corporation in the State of Indiana or at
such other place within or without the State of Indiana as may be fixed from
time to time by the Board of Directors, by the President, or by written consent
of all the shareholders entitled to vote thereat.

           Section 2.2. Annual Meetings. The annual meeting of the shareholders,
for election of Directors and for transaction of such other business as may
properly come before the meeting, shall be held on such date as the Board of
Directors or the President shall establish.

   2

           Section 2.3. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by Indiana law or by
the Articles of Incorporation, may be called by the President, by the Board of
Directors, or by the holders of at least twenty-five percent (25%) of all votes
entitled to be cast on any issue Proposed to be considered at the proposed
special meeting upon delivery to the Corporation's Secretary of one or more
written demands, signed and dated, describing the purpose or purposes for which
it is to be held.

           Section 2.4. Notice of Meetings. There shall be mailed, or sent by
express delivery, to each shareholder, shown by the books of the Corporation to
be a holder of record of voting shares, at his address as shown by the books of
the Corporation, a notice setting out the time and place of each annual meeting
and each special meeting, except where the meeting is an adjourned meeting and
the date, time and place of the meeting were announced at the time of
adjournment. Such notice shall be mailed or sent by express delivery not less
than ten (10) nor more than sixty (60) days prior to the meeting. However,
notice of a meeting at which (i) an agreement of merger or exchange, or (ii) the
sale, lease, exchange, or other disposition of all, or substantially all, of the
Corporation's property otherwise than in the usual and ordinary course of
business, is to be considered shall be mailed or sent by express delivery to all
shareholders of record, whether or not entitled to vote, not less than ten (10)
nor more than sixty (60) days prior to the meeting. Every notice of any special
meeting called pursuant to this Section 2.4 shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the notice.

           Section 2.5. Waiver of Notice. Notice of any meeting may be waived in
writing by a shareholder, before or after the date and time stated in the
notice. Attendance by a shareholder at a meeting in person or by proxy: (a)
waives objection to lack of notice or defective notice of the meeting unless the
shareholder at the beginning of the meeting objects to the holding of the
meeting or transacting business at the meeting; and (b) waives objection to
consideration of a


                                       2
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particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.

           Section 2.6. Quorum, Adjourned Meetings. At any meeting of
shareholders, a majority of the shares outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum. The act of a
majority of the shares represented at any meeting at which a quorum is present
shall be the act of the shareholders. Notwithstanding the foregoing, directors
of the Corporation shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. In case a quorum shall not be present at a meeting, those present may
adjourn to such day as they shall, by majority vote, agree upon, and a notice of
such adjournment shall be mailed to each shareholder entitled to vote at least
ten (10) days before such adjourned meeting. If a quorum is present, a meeting
may be adjourned from time to time without notice other than announcement at the
meeting. At adjourned meetings at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If a quorum is present, the shareholders may continue to transact
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.

           Section 2.7. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy, but no proxy shall be valid after eleven (11) months unless a
longer period is expressly provided for in the appointment. Each shareholder,
unless the Articles of Incorporation or statute provide otherwise, shall have
one vote for each share having voting power registered in such shareholder's
name on the books of the Corporation. Jointly owned shares may be voted by any
joint owner unless the Corporation receives written notice from any one of them
denying the authority of that person to vote those shares. Upon the demand of
any shareholder, the vote upon any question before the meeting shall be by
ballot. All questions shall be decided by a majority vote of the number of


                                       3
   4

shares entitled to vote and represented at the meeting at the time of the vote
unless otherwise required by statute, the Articles of Incorporation, or these
By-Laws.

           Section 2.8. Closing of Books. The Board of Directors may fix a time,
not exceeding seventy (70) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the Corporation after any record date so
fixed. The Board of Directors may close the books of the Corporation against the
transfer of shares during the whole or any part of such period. If the Board of
Directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the twentieth (20th) day preceding the date of such meeting.

           Section 2.9. Organization of Meetings. Unless a Chairman of the Board
has beer elected, the President shall act as Chairman at all meetings of the
shareholders, and in his absence any person appointed by the President shall act
as Chairman; and the Secretary, or in his absence any person appointed by the
Chairman, shall act as Secretary.

           Section 2.10. Action Without a Meeting. Any action which may lawfully
be taken at a shareholders' meeting may be taken without a meeting if authorized
by a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein. If any action
so taken requites a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.

           Section 2.11. Conference Communications. Any shareholder may
participate in an annual or special meeting of the shareholders by, or through
use of, any means of communication by which all shareholders participating in
the meeting can simultaneously hear


                                       4
   5

each other during the meeting. Participation by such shareholder by this means
shall be deemed to constitute presence in person at such meeting.

                                   ARTICLE III

                               Board of Directors

           Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the authority of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws required to be exercised or done by the shareholders.

           Section 3.2. Number, Qualification and Term of Office. The
Corporation shall have two (2) directors who need not be shareholders. Each of
the directors shall hold office until the annual meeting of shareholders next
held after such director's election and until such director's successor shall
have been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director.

           Section 3.3. Board Meetings. Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Indiana as may be designated in the notice of such meeting.

           Section 3.4. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President by giving
at least twenty-four (24) hours' notice, or by any other director by giving at
least five (5) days' notice, of the date, time and place thereof to each
director by mail, express delivery, telephone, telegram or in person.

           Section 3.5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
by a writing signed by such director. A director, by his attendance at any
meeting of the Board of Directors, shall be deemed to have waived notice of such
meeting, unless the director at the beginning of the


                                       5
   6

meeting objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

           Section 3.6. Quorum and Action. A majority of the directors holding
office immediately prior to a meeting of the Board of Directors shall constitute
a quorum for the transaction of business at such meeting.

           Section 3.7. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.7 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication.

           Section 3.8. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors of the Corporation, including any vacancy
resulting from an increase in the number of directors, shall be filled by a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the Board of Directors.

           Section 3.9. Removal. Any or all of the directors may be removed from
office at any time, with or without cause: (a) by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors (except, however, as limited by I.C. 23-1-33-8(c), as amended, when
less than the entire Board is removed and the shareholders have the right to
cumulate their votes), and (b) in such other manner as permitted by Indiana law.
In the event the entire Board of Directors or any one or more directors are so
removed, new directors shall be elected at the same meeting.

           Section 3.10. Committees. A resolution approved by the affirmative
vote of a majority of the Board of Directors may establish committees having the
authority of the Board in the


                                       6
   7

management of the business of the Corporation to the extent provided in the
resolution and may appoint members of the Board of Directors to serve on them.
Committees are subject to the direction and control of, and vacancies in the
membership thereof shall be filled by, the Board of Directors, except as
otherwise provided under Indiana law. A majority of the members of the committee
present at a meeting is a quorum for the transaction of business, unless a
larger or smaller proportion or number is provided in a resolution approved by
the affirmative vote of a majority of the directors Present.

           Section 3.11. Written Action. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting, if,
prior to such action, a consent in writing setting for the action so taken shall
be signed by all members of the Board of Directors and such written consent is
filed with the minutes of the proceedings. Such action shall be effective on the
date on which the last signature is placed on such writing or writings or such
earlier effective date as is set forth therein.

           Section 3.12. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Secretary of the Corporation.
Such resignation shall take effect at the date of the receipt of such notice, or
at any later time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

           Section 3.13. Compensation of Directors. By resolution of the Board
of Directors, each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated amount as
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed, pursuant to resolution by the
Board of Directors, like compensation for attending committee meetings.


                                       7
   8

                                   ARTICLE IV

                                    Officers

           Section 4.1. Number. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a Chairman of the Board, a
President, at least one Vice President, a Secretary, and a Treasurer. The Board
of Directors may also choose additional Vice Presidents, one or more Assistant
Secretaries or Assistant Treasurers, or such other officers as they deem
advisable. Any number of offices may be held by the same person.

           Section 4.2.  Election, Term of Office and Qualifications.

The Board of Directors shall elect or appoint, by resolution approved by the
affirmative vote of a majority of the directors present, from within or without
their number, the officers provided for in Section 4.1. each of whom shall have
the powers, rights, duties, responsibilities, and terms in office provided for
in these By-Laws or a resolution of the Board of Directors not inconsistent
therewith. The President and all other officers who may be directors shall
continue to hold office until the election and qualification of their
successors, notwithstanding an earlier termination of their directorship.

           Section 4.3. Removal and Vacancies. Any elective officer may be
removed from his office at any time, with or without cause, by majority vote of
the entire Board of Directors. Such removal, however, shall be without prejudice
to the contract rights of the person so removed. If there be a vacancy among the
officers of the Corporation by reason of death, resignation or otherwise, such
vacancy shall be filled for the unexpired term by the Board of Directors.

           Section 4.4. Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Corporation. The Chairman of the Board
shall preside at all meetings of the shareholders and directors and shall have
such other duties as may be prescribed, from time to time, by the Board of
Directors. He may execute and deliver in the name of the Corporation, any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the


                                       8
   9

Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the Articles or By-Laws
or by the Board of Directors to some other officer or agent of the Corporation.

           Section 4.5. President. The President shall have general active
management of the business of the Corporation. In the absence of the Chairman of
the Board, he shall preside at all meetings of the shareholders and directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect. He may execute and deliver, in the name of the Corporation,
any deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation unless the authority to execute and deliver is
required by law to be exercised by another person or is expressly delegated by
the Articles or By-Laws or by the Board of Directors to some other officer or
agent of the Corporation. He shall maintain records of and, whenever necessary,
certify all proceedings of the Board of Directors and the shareholders, and in
general, shall perform all duties usually incident to the office of the
President. He shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.

           Section 4.5.1. Radio Division President. The Radio Division
President, if one is elected, shall be the chief operating officer and shall
have general active management of all radio operations of the Corporation. He
may execute and deliver, in the name of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
Corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the Articles or By-Laws
or by the Board of Directors to some other officer or agent of the Corporation.
He shall have such other duties as may, from time to time, be prescribed by the
Board of Directors or by the President. In the event of the absence or
disability of the President, he shall succeed to the President's power and
duties.

           Section 4.6. Executive Vice President and Other Vice Presidents. The
Executive Vice President and each other Vice President shall have such powers
and shall perform such duties as


                                       9
   10

may be specified in the By-Laws or prescribed by the Board of Directors or by
the President. The Executive Vice President may execute and deliver, in the name
of the Corporation, any deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the Corporation unless the authority to execute
and deliver is requited by law to be exercised by another person or is expressly
delegated by the Articles or By-Laws or by the Board of Directors to some other
officer or agent of the Corporation. In the event of the absence or disability
of the President and the Radio Division President, Vice Presidents shall succeed
to the President's power and duties in the order designated by the Board of
Directors or by the President.

           Section 4.7. Secretary. The Secretary shall be secretary of and shall
attend all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of shareholders and directors. He shall perform
such other duties as may, from time to time, be prescribed by the Board of
Directors or by the President.

           Section 4.8. Assistant Secretary. The Assistant Secretary, if any, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors or by the President. shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time Prescribe.

           Section 4.9. Treasurer. The Treasurer shall maintain a correct and
complete record of account showing accurately at all times the financial
condition of the Corporation. He shall be the legal custodian of all monies,
notes, securities and other valuables which may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors and shall keep such bank account in the
name of the Corporation and shall


                                       10
   11

perform such other duties as may, from time to time, be prescribed by the Board
of Directors or by the President.

           Section 4.10. Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors or by the President, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such powers as the Board
of Directors or the President may from time to time prescribe.

           Section 4.11. Assistant Officers. Such assistant officers as the
Board of Directors shall from time to time designate and elect shall have such
powers and duties as the officers whom they are elected to assist shall specify
and delegate to them and such other powers and duties as the By-Laws, the
President or the Board of Directors may prescribe. An Assistant Secretary may,
in the event of the absence or disability of the Secretary, attest to the
execution by the Corporation of all documents.

           Section 4.12. Delegation of Authority. In the case of the absence of
any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may delegate the powers or
duties of such officer to any other officer or to any Director, for the time
being, provided a majority of the entire Board concurs therein.


                                       11
   12

                                    ARTICLE V

                              Certificates of Stock

           Section 5.1. Certificates of Stock. All shares of the Corporation
shall be certificated shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or the Executive Vice
President and the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. The
certificates of stock shall be numbered in the order of their issue. Each
certificate shall set forth the number and class of shares and series, if any,
and shall state that the Corporation will furnish information relating to the
rights, preferences and limitations of the class or series upon request.

           Section 5.2. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the Corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by law. If shares are issued for
promissory notes or for promises to tender services in the future, the
Corporation must comply with I.C. 23-1-53-2(b).

           Section 5.3. Facsimile Signatures. Where a certificate is signed (a)
by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of the
President, Executive Vice President, Secretary or Assistant Secretary may be a
facsimile. In case any officer or officers who have signed or whose facsimile
signature or signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the Corporation before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.


                                       12
   13

           Section 5.4. Lost or Destroyed Certificates. Any shareholder claiming
a certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors or President shall require
and shall, if the Board of Directors so requites, give the Corporation a bond of
indemnity in a form, in an amount, and with one or more sureties satisfactory to
the Board of Directors or President, to indemnify the Corporation against any
claim which may be made against it on account of the reissue of such
certificate, whereupon a new certificate may be issued in the same tenor and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.

           Section 5.5. Transfers of Stock. Subject to the power of the Board of
Directors to prohibit transfer of stock ownership pursuant to Section 5.7, upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

           Section 5.6. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Indiana.

           Section 5.7. Restriction on Ownership, Voting and Transfer. In
accordance with the Federal Communications Act of 1934, as amended (the
"Communications Act"), and regulations of the Federal Communications Commission
(the "FCC Regulations"), the Board of Directors may (i) prohibit the ownership
or voting of more than twenty percent (20%) of the Corporation's


                                       13
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outstanding capital stock by or for the account of aliens or their
representatives or by a foreign government or representative thereof or by any
corporation organized under the laws of a foreign country (collectively,
"Aliens"), or by or for corporations of which any officer is an Alien, more than
one-fourth (1/4) of its directors are Aliens, or of which more than one-fourth
(1/4) of its capital stock is owned of record or voted by Aliens, (ii) prohibit
any transfer of the Corporation's stock which would cause more than twenty
percent (20%) of the Corporations' outstanding capital stock to be owned or
voted by or for any person or entity designated in foregoing clause (r); and
(iii) prohibit the ownership, voting or transfer of any portion of its
outstanding capital stock to the extent the ownership, voting or transfer of
such portion would cause the Corporation to violate any provision of the
Communications Act or the FCC Regulations.

                                   ARTICLE VI

                       Indemnification of Certain Persons

           Section 6.1. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by I.C. 23-1-37, as now enacted or hereafter amended.

                                   ARTICLE VII

                               General Provisions

           Section 7.1. Dividends. Subject to provisions of applicable law and
the Articles of Incorporation, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash, in Property or in shares of the capital stock.

           Section 7.2. Record Date. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the


                                       14
   15

payment of any dividend as the record date for the determination of the
shareholders entitled to receive payment of the dividend and, in such case, only
shareholders of record on the date so fixed shall be entitled to receive payment
of such dividend notwithstanding any transfer of shares on the books of the
Corporation after the record date. The Board of Directors may close the books of
the Corporation against the transfer of shares during the whole or any part of
such period.

           Section 7.3. Annual Statement. The Board of Directors shall present
at any annual or special meeting of the shareholders when called for by vote of
the shareholders, a full and clear statement of the business and condition of
the Corporation.

           Section 7.4. Checks. All agreements, checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. If no such designation is made, they may be signed by either the
President, Executive Vice President, or Secretary, singly.

           Section 7.5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors and in the absence of such
resolution, the Corporation shall have a February 29 fiscal year.

           Section 7.6. Seal. The Corporation shall have no corporate seal.


                                  ARTICLE VIII

                                   Amendments

           Section 8.1. The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors of the Corporation, but such action
shall be taken only (i) by a majority of the full Board of Directors at either
an annual meeting or a special meeting specifically called for such purpose, or
(ii) by written consent signed by all members of the Board of Directors.


                                       15
   16

           Section 8.2. Amendments to be Consistent with Applicable Law. Any
amendment of these By-Laws shall be consistent with the Articles of
Incorporation and Provisions of applicable law then in effect, including without
limitation, the Federal Communications Act of 1934, as amended, and the
regulations of the Federal Communications Commission.

                                   ARTICLE IX

                        Securities of Other Corporations

           Section 9.1. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer, encumber
of vote any and all securities of any other corporation owned by the
Corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer, encumbrance or vote. The Board of
Directors may, from time to time, confer like powers upon any other person or
persons.

                                    ARTICLE X

                              Business Combinations

           Chapter 43 of the Indiana Business Corporation Law (IC 23-1-43)
governing Business Combinations shall be inapplicable to the Corporation.


                                       16

EX-3.14

   1
                                                                    EXHIBIT 3.14


                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                          EMMIS PUBLISHING CORPORATION

The undersigned officers of Emmis Publishing Corporation (hereinafter referred
to as the "Corporation") existing pursuant to the provisions of (indicate
appropriate act):

     X   Indiana Business Corporation Law

     [ ] Indiana Professional Corporation Act of 1983

as amended (hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation, certify the following facts:

                            ARTICLE I - Amendment(s)

SECTION 1:  The date of incorporation of the corporation is:

August 30, 1988

SECTION 2: The name of the corporation following this amendment to the Articles
of Incorporation is:

Emmis Publishing Corporation

SECTION 3: The exact text of Article(s) VI, Section 6.04________________________
of the Articles of Incorporation is now as follows:

Section 6.04. Preemptive Rights. The shareholders shall have preemptive rights
as provided by the Indiana Business Corporation Law of 1986, I.C. 23-1-27-1.


SECTION 4

   Date of each amendment's adoption:

      October 1, 1988

   2

                    ARTICLE II - Manner of Adoption and Vote

SECTION 1:  Action by Directors

The Board of Directors duly adopted a resolution proposing to amend the terms
and provisions of Article(s) VI of the Articles of Incorporation and directing a
meeting of the Shareholders, to be held on October 1, 1988, allowing such
Shareholders to vote on the proposed amendment.

The resolution was adopted by:  (Select appropriate paragraph)

         (a)      Vote of the Board of directors at a meeting held on
                  ___________________, 19__, at which a quorum of such Board was
                  present/

         (b)      Written consent executed on October 1, 1988, and signed by
                  all members of the Board of Directors.

SECTION 2 Action by Shareholders:

         The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the proposed amendment. The amendment was adopted
by: (Select appropriate paragraph)

         (a)      Vote of such Shareholders during the meeting called by the
                  Board of Directors. The result of such vote is as follows:

                                                                     TOTAL

                       SHAREHOLDERS ENTITLED TO VOTE:                  80
                       SHAREHOLDERS VOTED IN FAVOR:                    80
                       SHAREHOLDERS VOTED AGAINST:                     -0-

         (b)      Written consent executed on October 1, 1988, and signed by
                  all such Shareholders.


SECTION 3 Compliance with Legal Requirements.

    The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions of
the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

     I hereby verify subject to penalties of perjury that the statements
contained are true this 23rd day of January, 1989.

Current Officer's Signature                      Officer's Name Printed

/s/ Jeffrey H. Smulyan                           Jeffrey H. Smulyan
- ---------------------------------
Officer's Title

President

   3

                            ARTICLES OF INCORPORATION

                                       OF

                          EMMIS PUBLISHING CORPORATION

         The undersigned incorporator, desiring to form a Corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions of the
Indiana Business Corporation Law, as now or hereafter amended (hereinafter
referred to as the "Act"), executes the following Articles of Incorporation:

                                    ARTICLE I

                                 Corporate Name

         The name of the Corporation is Emmis Publishing Corporation.


                                   ARTICLE II

                                    Purposes

         This Corporation is formed for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the Act. The
Corporation shall have the same capacity to act as possessed by natural persons
and shall have and exercise all powers granted to business corporations formed
under the Act and permitted by the laws of the State of Indiana in force from
time to time hereafter, including, but not limited to, the general rights,
privileges and powers set out in the Act, the power to enter into and engage in
partnerships and joint ventures, and to act as agent. The Corporation shall have
the power and capacity to engage in all business activities, either directly or
through any person, firm, entity, trust, partnership or association.

                                   ARTICLE III

                                Term of Existence

         The period during which the Corporation shall continue is perpetual.

                                   ARTICLE IV

                     Registered Office and Registered Agent

         The street address of the registered office of the Corporation is 1099
North Meridian Street, Suite 1197, Indianapolis, Indiana 46204, and the name of
the registered agent at that address is Steven C. Crane.

   4

                                    ARTICLE V

                                Authorized Shares

         The total number of shares which the Corporation is authorized to issue
is one thousand (1,000) shares consisting of one thousand (1,000) nonassessable
shares without par value.

                                   ARTICLE VI

                           Terms of Authorized Shares

         Section 6.01. Terms. All shares are of one and the same class with
equal rights, privileges, powers, obligations, liabilities, duties and
restrictions. These shares may be issued for any consideration consistent with
the Act, including tangible or intangible property or benefit to the
corporation, at such price and amount per share as may be determined by the
Board of Directors.

         Section 6.02. Dividends. The shareholders shall be entitled to receive
dividends as declared by the Board of Directors in accordance with the Act;
dividends may be paid in cash, property or in authorized but unissued shares of
the Corporation.

         Section 6.03. Payment on Dissolution. In the event of voluntary or
involuntary dissolution of the Corporation, the shareholders shall be entitled,
after payment of all debts and liabilities of the Corporation, to share equally
in the remaining assets of the Corporation.

                                   ARTICLE VII

                                  Voting Rights

         Section 7.01. Voting Rights. Every shareholder of the Corporation shall
have the right, at every shareholders' meeting, to one vote for each share
standing in his name on the books of the Corporation as of the record date for
such meeting.

         Section 7.02. Shareholder Action. Except as otherwise provided in the
Act or these Articles of Incorporation, all actions taken by the shareholders
shall be by a majority vote of the number of shares entitled to vote, including
but not limited to an election of directors.

                                  ARTICLE VIII

                               Board of Directors

         The number of directors constituting the initial Board of Directors
shall be two (2). Thereafter, the number of directors shall be fixed by the
By-Laws of the Corporation.

   5

                                   ARTICLE IX

                            Data Respecting Directors

         The names and addresses of the initial Board of Directors of the
Corporation are as follows:



         Name                       Address                            City and State
         ----                       -------                            --------------
                                                                 
Jeffrey H. Smulyan                  1099 N. Meridian St.               Indianapolis, IN 46204
                                    Suite 1197

Steven C. Crane                     1099 N. Meridian St.               Indianapolis, IN 46204
                                    Suite 1197



                                    ARTICLE X

                          Data Respecting Incorporator

         The name and address of the incorporator of the Corporation is A.
Demarest Allen, Bose McKinney & Evans, 2700 First Indiana Plaza, 135 North
Pennsylvania Street, Indianapolis, Indiana 46204.

                                   ARTICLE XI

                             Certificates for Shares

         Each shareholder shall be entitled to a certificate certifying the
number of shares owned by such shareholder in the Corporation.

                                   ARTICLE XII

                                 Indemnification

         The Corporation shall indemnify any person made a party to any action,
suit or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation against all liability and reasonable
expense incurred or suffered by such person in connection therewith, if:

         (a)      the individual's conduct was in good faith; and

         (b)      the individual reasonably believed:

                  (i)      in the case of conduct in the individual's official
                           capacity with the Corporation, that the individual's
                           conduct was in its best interests; and

                  (ii)     in all other cases, that the individual's conduct was
                           at least not opposed to the Corporation's best
                           interests; and

         (c)      in the case of any criminal proceeding, the individual either:

   6

                  (i)      had reasonable cause to believe the individual's
                           conduct was lawful; or

                  (ii)     had no reasonable cause to believe the individual's
                           conduct was unlawful.

         The terms used in this Article XII shall have the same meaning as set
forth in IC 23-1-37. Nothing contained in this Article XII shall limit or
preclude the ability of the Corporation to otherwise indemnify or to advance
expenses to any director, officer, employee or agent.

         IN WITNESS WHEREOF, the undersigned, being the incorporator designated
in Article X, executes these Articles of Incorporation and certifies to the
truth of the facts herein stated, this 30th day of August, 1998.


                                             /s/ A. Demarest Allen
                                         -------------------------------------
                                         A. Demarest Allen

   7

         I HEREBY VERIFY SUBJECT TO PENALTIES OF PERJURY THAT THE FACTS
CONTAINED HEREIN ARE TRUE.

                                            /s/ A. Demarest Allen
                                         -------------------------------------
                                         A. Demarest Allen,
                                         Incorporator


This instrument was prepared by A. Demarest Allen, Attorney at Law, 2700 First
Indiana Building, 135 North Pennsylvania Street, Indianapolis, Indiana 46024.

EX-3.15

   1
                                                                    EXHIBIT 3.15


                                 CODE OF BY-LAWS

                                       OF

                          EMMIS PUBLISHING CORPORATION

                                    ARTICLE I

                           Identification and Offices

           Section 1.1. Name. The name of the corporation is Emmis Publishing
Corporation (hereinafter referred to as the "Corporation").

           Section 1.2. Registered Office. The registered office and registered
agent of the Corporation shall be as provided and designated in the Articles of
Incorporation. The Board of Directors of the Corporation may, from time to time,
change its registered office or registered agent. On or before the day that any
such change is to become effective, a certificate of such change shall be filed
with the Secretary of State of the State of Indiana.

           Section 1.3. Other Offices. The Corporation may establish and
maintain such other offices, within or without the State of Indiana, as are from
time to time authorized by the Board of Directors. The principal office or the
Corporation is at 1099 North Meridian Street, Suite 1197, Indianapolis, Indiana.

                                   ARTICLE II

                            Meetings of Shareholders

           Section 2.1. Place of Meeting. All meetings of the shareholders shall
be held at the principal office of the Corporation in the State of Indiana or at
such other place within or without the State of Indiana as may be fixed from
time to time by the Board of Directors, by the President, or by written consent
of all the shareholders entitled to vote thereat.


                                      -12-
   2

           Section 2.2. Annual Meetings. The annual meeting of the shareholders,
for election of Directors and for transaction of such other business as may
properly come before the meeting, shall be held on such date as the Board of
Directors or the President shall establish.

           Section 2.3. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by Indiana law or by
the Articles of Incorporation, may be called by the President, by the Board of
Directors, or by the holders of at least twenty-five percent (25%) of all votes
entitled to be cast on any issue Proposed to be considered at the proposed
special meeting upon delivery to the Corporation's Secretary of one or more
written demands, signed and dated, describing the purpose or purposes for which
it is to be held.

           Section 2.4. Notice of Meetings. There shall be mailed, or sent by
express delivery, to each shareholder, shown by the books of the Corporation to
be a holder of record of voting shares, at his address as shown by the books of
the Corporation, a notice setting out the time and place of each annual meeting
and each special meeting, except where the meeting is an adjourned meeting and
the date, time and place of the meeting were announced at the time of
adjournment. Such notice shall be mailed or sent by express delivery not less
than ten (10) nor more than sixty (60) days prior to the meeting. However,
notice of a meeting at which (i) an agreement of merger or exchange, or (ii) the
sale, lease, exchange, or other disposition of all, or substantially all, of the
Corporation's property otherwise than in the usual and ordinary course of
business, is to be considered shall be mailed or sent by express delivery to all
shareholders of record, whether or not entitled to vote, not less than ten (10)
nor more than sixty (60) days prior to the meeting. Every notice of any special
meeting called pursuant to this Section 2.4 shall state the purpose or purposes
for which the meeting has been called, and the business transacted at all
special meetings shall be confined to the purpose stated in the notice.

           Section 2.5. Waiver of Notice. Notice of any meeting may be waived in
writing by a shareholder, before or after the date and time stated in the
notice. Attendance by a shareholder at


                                      -13-
   3

a meeting in person or by proxy: (a) waives objection to lack of notice or
defective notice of the meeting unless the shareholder at the beginning of the
meeting objects to the holding of the meeting or transacting business at the
meeting; and (b) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

           Section 2.6. Quorum, Adjourned Meetings. At any meeting of
shareholders, a majority of the shares outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum. The act of a
majority of the shares represented at any meeting at which a quorum is present
shall be the act of the shareholders. Notwithstanding the foregoing, directors
of the Corporation shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. In case a quorum shall not be present at a meeting, those present may
adjourn to such day as they shall, by majority vote, agree upon, and a notice of
such adjournment shall be mailed to each shareholder entitled to vote at least
ten (10) days before such adjourned meeting. If a quorum is present, a meeting
may be adjourned from time to time without notice other than announcement at the
meeting. At adjourned meetings at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If a quorum is present, the shareholders may continue to transact
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum.

           Section 2.7. Voting. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy, but no proxy shall be valid after eleven (11) months unless a
longer period is expressly provided for in the appointment. Each shareholder,
unless the Articles of Incorporation or statute provide otherwise, shall have
one vote for each share having voting power registered in such shareholder's
name on the books of the Corporation. Jointly owned shares may be voted by any
joint owner unless the


                                      -14-
   4

Corporation receives written notice from any one of them denying the authority
of that person to vote those shares. Upon the demand of any shareholder, the
vote upon any question before the meeting shall be by ballot. All questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote unless otherwise required by
statute, the Articles of Incorporation, or these By-Laws.

           Section 2.8. Closing of Books. The Board of Directors may fix a time,
not exceeding seventy (70) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the Corporation after any record date so
fixed. The Board of Directors may close the books of the Corporation against the
transfer of shares during the whole or any part of such period. If the Board of
Directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the twentieth (20th) day preceding the date of such meeting.

           Section 2.9. Organization of Meetings. Unless a Chairman of the Board
has beer elected, the President shall act as Chairman at all meetings of the
shareholders, and in his absence any person appointed by the President shall act
as Chairman; and the Secretary, or in his absence any person appointed by the
Chairman, shall act as Secretary.

           Section 2.10. Action Without a Meeting. Any action which may lawfully
be taken at a shareholders' meeting may be taken without a meeting if authorized
by a writing or writings signed by all of the holders of shares who would be
entitled to a notice of a meeting for such purpose. Such action shall be
effective on the date on which the last signature is placed on such writing or
writings, or such earlier effective date as is set forth therein. If any action
so taken requites a certificate to be filed in the office of the Secretary of
State, the officer signing the same shall state therein that the action was
effected in the manner aforesaid.


                                      -15-
   5

           Section 2.11. Conference Communications. Any shareholder may
participate in an annual or special meeting of the shareholders by, or through
use of, any means of communication by which all shareholders participating in
the meeting can simultaneously hear each other during the meeting. Participation
by such shareholder by this means shall be deemed to constitute presence in
person at such meeting.

                                   ARTICLE III

                               Board of Directors

           Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the authority of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws required to be exercised or done by the shareholders.

           Section 3.2. Number, Qualification and Term of Office. The
Corporation shall have one (1) director who need not be shareholders. Each
director shall hold office until the annual meeting of shareholders next held
after such director's election and until such director's successor shall nave
been elected and shall qualify, or until the earlier death, resignation,
removal, or disqualification of such director.

           Section 3.3. Board Meetings. Meetings of the Board of Directors may
be held from time to time at such time and place within or without the State of
Indiana as may be designated in the notice of such meeting.

           Section 3.4. Calling Meetings; Notice. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President by giving
at least twenty-four (24) hours' notice, or by any other director by giving at
least five (5) days' notice, of the date, time and place thereof to each
director by mail, express delivery, telephone, telegram or in person.


                                      -16-
   6

           Section 3.5. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such meeting
by a writing signed by such director. A director, by his attendance at any
meeting of the Board of Directors, shall be deemed to have waived notice of such
meeting, unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

           Section 3.6. Quorum and Action. A majority of the directors holding
office immediately prior to a meeting of the Board of Directors shall constitute
a quorum for the transaction of business at such meeting.

           Section 3.7. Conference Communications. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting. For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this Section 3.7 shall be deemed present in person at
the meeting, and the place of the meeting shall be the place of origination of
the conference communication.

           Section 3.8. Vacancies; Newly Created Directorships. Any vacancy
occurring in the Board of Directors of the Corporation, including any vacancy
resulting from an increase in the number of directors, shall be filled by a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the Board of Directors.

           Section 3.9. Removal. Any or all of the directors may be removed from
office at any time, with or without cause: (a) by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors (except, however, as limited by I.C. 23-1-33-8(c), as amended, when
less than the entire Board is removed and the shareholders have the right to
cumulate their votes), and (b) in such other manner as permitted by Indiana law.
In


                                      -17-
   7

the event the entire Board of Directors or any one or more directors are so
removed, new directors shall be elected at the same meeting.

           Section 3.10. Committees. A resolution approved by the affirmative
vote of a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the Corporation to
the extent provided in the resolution and may appoint members of the Board of
Directors to serve on them. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors, except as otherwise provided under Indiana law. A majority of the
members of the committee present at a meeting is a quorum for the transaction of
business, unless a larger or smaller proportion or number is provided in a
resolution approved by the affirmative vote of a majority of the directors
Present.

           Section 3.11. Written Action. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting, if,
prior to such action, a consent in writing setting for the action so taken shall
be signed by all members of the Board of Directors and such written consent is
filed with the minutes of the proceedings. Such action shall be effective on the
date on which the last signature is placed on such writing or writings or such
earlier effective date as is set forth therein.

           Section 3.12. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Secretary of the Corporation.
Such resignation shall take effect at the date of the receipt of such notice, or
at any later time specified therein, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

           Section 3.13. Compensation of Directors. By resolution of the Board
of Directors, each director may be paid his expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a stated amount as
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a director from


                                      -18-
   8

serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed, pursuant to
resolution by the Board of Directors, like compensation for attending committee
meetings.

                                   ARTICLE IV

                                    Officers

           Section 4.1. Number. The officers of the Corporation shall be chosen
by the Board of Directors and shall include a President, Publisher, one or more
Vice Presidents (if the Board of Directors deems such office necessary), a
Secretary, and a Treasurer. The Board of Directors may also choose one or more
Assistant Secretaries or Assistant Treasurers, or such other officers as they
deem advisable. Any number of offices may be held by the same person.

           Section 4.2.  Election, Term of Office and Qualifications.

The Board of Directors shall elect or appoint, by resolution approved by the
affirmative vote of a majority of the directors present, from within or without
their number, the officers provided for in Section 4.1. each of whom shall have
the powers, rights, duties, responsibilities, and terms in office provided for
in these By-Laws or a resolution of the Board of Directors not inconsistent
therewith. The President and all other officers who may be directors shall
continue to hold office until the election and qualification of their
successors, notwithstanding an earlier termination of their directorship.

           Section 4.3. Removal and Vacancies. Any elective officer may be
removed from his office at any time, with or without cause, by majority vote of
the entire Board of Directors. Such removal, however, shall be without prejudice
to the contract rights of the person so removed. If there be a vacancy among the
officers of the Corporation by reason of death, resignation or otherwise, such
vacancy shall be filled for the unexpired term by the Board of Directors.


                                      -19-
   9

           Section 4.4. Chairman of the Board. The Chairman of the Board, if one
is elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.

           Section 4.5. President. The President shall be the chief executive
officer and shall have general active management of the business of the
Corporation. In the absence of the Chairman of the Board, he shall preside at
all meetings of the shareholders and directors. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall maintain
records of and, whenever necessary, certify all proceedings of the Board of
Directors and the shareholders, and in general, shall perform all duties usually
incident to the office of the President. He shall have such other duties as may,
from time to time, be prescribed by the Board of Directors.

           Section 4.6. Publisher. The Publisher, if one is elected, shall be
the chief operating officer of the Corporation. The Publisher shall perform such
duties as may, from time to time, be prescribed by the Board of Directors or
these By-Laws. The Board of directors may elect Co-Publishers, who shall share
the powers and duties of Publisher as these By-Laws or the Board of Directors
may prescribe.

           Section 4.7. Vice President. The Vice President, if one is elected,
shall perform all duties incumbent upon the President during the absence or
disability of the President, and perform such other duties as these By-Laws may
require or the Board of Directors may prescribe; provided, that if the Board of
Directors elects more than one Vice President, their right to act during the
absence or disability of the President shall be in the order in which their
names appear in the resolution, or resolutions, electing such Vice Presidents.

           Section 4.8. Secretary. The Secretary shall be secretary of and shall
attend all meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the Corporation. He shall
give proper notice of meetings of shareholders and


                                      -20-
   10

directors. He shall perform such other duties as may, from time to time, be
prescribed by the Board of Directors or by the President.

           Section 4.9. Assistant Secretary. The Assistant Secretary, if any, or
if there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors or by the President. shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time Prescribe.

           Section 4.10. Treasurer. The Treasurer shall maintain a correct and
complete record of account showing accurately at all times the financial
condition of the Corporation. He shall be the legal custodian of all monies,
notes, securities and other valuables which may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depository to
be designated by the Board of Directors and shall keep such bank account in the
name of the Corporation and shall perform such other duties as may, from time to
time, be prescribed by the Board of Directors or by the President.

           Section 4.11. Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors or by the President, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such powers as the Board
of Directors or the President may from time to time prescribe.

           Section 4.12. Assistant Officers. Such assistant officers as the
Board of Directors shall from time to time designate and elect shall have such
powers and duties as the officers whom they are elected to assist shall specify
and delegate to them and such other powers and duties as the By-Laws, the
President or the Board of Directors may prescribe. An Assistant Secretary


                                      -21-
   11

may, in the event of the absence or disability of the Secretary, attest to the
execution by the Corporation of all documents.

           Section 4.13. Delegation of Authority. In the case of the absence of
any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may delegate the powers or
duties of such officer to any other officer or to any Director, for the time
being, provided a majority of the entire Board concurs therein.

                                    ARTICLE V

                              Certificates of Stock

           Section 5.1. Certificates of Stock. All shares of the Corporation
shall be certificated shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or the Executive Vice
President and the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. The
certificates of stock shall be numbered in the order of their issue. Each
certificate shall set forth the number and class of shares and series, if any,
and shall state that the Corporation will furnish information relating to the
rights, preferences and limitations of the class or series upon request.

           Section 5.2. Issuance of Shares. The Board of Directors is authorized
to cause to be issued shares of the Corporation up to the full amount authorized
by the Articles of Incorporation in such amounts as may be determined by the
Board of Directors and as may be permitted by law. If shares are issued for
promissory notes or for promises to tender services in the future, the
Corporation must comply with I.C. 23-1-53-2(b).

           Section 5.3. Facsimile Signatures. Where a certificate is signed (a)
by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of the
President, Executive Vice President, Secretary or Assistant Secretary may be a
facsimile. In case any officer or officers who have signed or whose


                                      -22-
   12

facsimile signature or signatures have been used on any such certificate or
certificates shall cease to be such officer or officers of the Corporation
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

           Section 5.4. Lost or Destroyed Certificates. Any shareholder claiming
a certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors or President shall require
and shall, if the Board of Directors so requites, give the Corporation a bond of
indemnity in a form, in an amount, and with one or more sureties satisfactory to
the Board of Directors or President, to indemnify the Corporation against any
claim which may be made against it on account of the reissue of such
certificate, whereupon a new certificate may be issued in the same tenor and for
the same number of shares as the one alleged to have been lost, stolen or
destroyed.

           Section 5.5. Transfers of Stock. Upon surrender tot he Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

           Section 5.6. Registered Shareholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or


                                      -23-
   13

not it shall have express or other notice thereof, except as otherwise provided
by the laws of Indiana.

                                   ARTICLE VI

                       Indemnification of Certain Persons

           Section 6.1. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to such
extent as permitted by I.C. 23-1-37, as now enacted or hereafter amended.

                                   ARTICLE VII

                               General Provisions

           Section 7.1. Dividends. Subject to provisions of applicable law and
the Articles of Incorporation, dividends upon the capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash, in Property or in shares of the capital stock.

           Section 7.2. Record Date. Subject to any provisions of the Articles
of Incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any dividend as the record date for
the determination of the shareholders entitled to receive payment of the
dividend and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such dividend notwithstanding any
transfer of shares on the books of the Corporation after the record date. The
Board of Directors may close the books of the Corporation against the transfer
of shares during the whole or any part of such period.

           Section 7.3. Annual Statement. The Board of Directors shall present
at any annual or special meeting of the shareholders when called for by vote of
the shareholders, a full and clear statement of the business and condition of
the Corporation.


                                      -24-
   14

           Section 7.4. Contracts and Checks. All contracts and agreements
entered into by the Corporation shall, in the conduct of ordinary course of
business of the Corporation, unless otherwise directed by the Board of Directors
or unless otherwise required by law, be signed by either the President, the Vice
President or the Treasurer, singly; or by the President and the Publisher, the
Vice President and the Publisher or the Treasurer and the Publisher, jointly.
All checks, drafts and bills of exchange, and orders for the payment of money
shall, in the conduct of the ordinary course of business of the Corporation,
unless otherwise directed by the Board of Directors or unless otherwise required
by law, be signed by an officer of the Corporation or Bruce S. LeDoux, Senior
Corporate Accounting Manager. Any one of the documents heretofore mentioned in
this section for use outside the ordinary course of the business of the
Corporation, or any deeds, mortgages, notes or bonds of the Corporation shall be
executed by and require the signature of both the President and the Treasurer.

           Section 7.5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors and in the absence of such
resolution, the Corporation shall have a February 28/29 fiscal year.

           Section 7.6. Seal. The Corporation shall have no corporate seal.


                                  ARTICLE VIII

                                   Amendments

           Section 8.1. The power to make, alter, amend or repeal this Code of
By-Laws is vested in the Board of Directors of the Corporation, but such action
shall be taken only at a meeting of the Board specifically called for such
purpose. If such meeting is properly called, these By-Laws may be repealed,
altered or amended, or new By-Laws adopted, by a majority vote of the Board of
Directors.


                                      -25-
   15

           Section 8.2. Amendments to be Consistent with Applicable Law. Any
amendment of these By-Laws shall be consistent with the Articles of
Incorporation and provisions of applicable law then in effect.

                                   ARTICLE IX

                        Securities of Other Corporations

           Section 9.1. Voting Securities Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer, encumber
of vote any and all securities of any other corporation owned by the
Corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer, encumbrance or vote. The Board of
Directors may, from time to time, confer like powers upon any other person or
persons.

                                    ARTICLE X

                              Business Combinations

           Chapter 43 of the Indiana Business Corporation Law (IC 23-1-43)
governing Business Combinations shall be inapplicable to the Corporation.


                                      -26-

EX-3.16

   1
                                                                    EXHIBIT 3.16


                            ARTICLES OF INCORPORATION

                                        I

         The name of this corporation is EMMIS INTERNATIONAL BROADCASTING
CORPORATION.

                                       II

         The purpose of the corporation is to engage in any lawful act or
activity for which a corporation may be organized under the GENERAL CORPORATION
LAW of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

         The name and address in the State of California of this corporation's
initial agent for service of process is:

         Name     Gary Kaseff

         Street Address Warner Center Plaza V, 21800 Oxnard Street, #790

         City   Woodland Hills       State   CALIFORNIA         Zip    91367


                                       IV

           This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is One Thousand (1,000) shares of common stock with no par value each.



                                          /s/ David L. Wills
                                       --------------------------------------
                                       David L. Wills, Incorporator
                                       Bose McKinney & Evans
                                       135 North Pennsylvania Street
                                       Suite 2700
                                       Indianapolis, Indiana 46204

EX-3.17

   1
                                                                    EXHIBIT 3.17


                  EMMIS INTERNATIONAL BROADCASTING CORPORATION

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

         Section 1. The principal executive office shall be located at 950 North
Meridian Street, Suite 1200, Indianapolis, Indiana 46204.

         Section 2. The corporation may also have offices at such other places
both within and without the State of California as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of shareholders for the election of directors
shall be held in Indianapolis, State of Indiana, at such place as may be fixed
from time to time by the board of directors, or at such other place either
within or without the State of California as shall be designated from time to
time by the board of directors and stated in the notice of the meeting. Meetings
of shareholders for any other purpose may be held at such time and place, within
or without the State of California, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. If no other place is
stated or fixed, shareholders' meetings shall be held at the principal executive
office of the corporation.

         Section 2. Annual meetings of shareholders, commencing with the year
1998, shall be held on the 28th day of February, if not a legal holiday, and if
a legal holiday, then on the next secular day following at 11:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors and transact such other business as may
properly be brought before the meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if

   2

sent by third-class mail, 30) nor more than 60 days before the date of the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of California as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

         Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the chairman, the president, the board of
directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

         Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any


                                       2
   3

meeting of the shareholders, the shareholders present in person or represented
by proxy shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have been placed in nomination
prior to the voting and at least one shareholder has given notice at the meeting
prior to the voting of his intention to cumulate his votes.

         Section 4. Unless otherwise provided in the articles, any action,
except election of directors, which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum


                                       3
   4

number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Except to fill a vacancy in the board of directors not filled by the directors,
directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors. Any
election of a director to fill a vacancy (other than a vacancy created by
removal) not filled by the directors requires the written consent of a majority
of the shares entitled to vote.

                                    ARTICLE V

                                    DIRECTORS

         Section 1. The number of directors shall be one (1). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

         Section 2. Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation, any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and are not filled by
the directors, may be filled by the shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.

         Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and


                                       4
   5

things as are not by statute or by the articles of incorporation or by these
bylaws directed or required to be exercised or done by the shareholders.

         Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

         Section 5. The board of directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the board of directors, regular or special, may
be held either within or without the State of California.

         Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

         Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

         Section 4. Special meetings of the board of directors may be called by
the chairman of the board or president on one (1) day's notice to each director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case, special meetings shall be called
by the president or secretary in like manner and on like notice on the written
request of the sole director.


                                       5
   6

         Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

         Section 6. A majority of the directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

         Section 1. The board of directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The board of directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on


                                       6
   7

the board or in any committee; (3) To fix the compensation of directors for
serving on the board or on any committee; (4) To amend or repeal the bylaws or
adopt new bylaws; (5) To amend or repeal any resolution of the board which by
its express terms is not so amendable or repealable; (6) To make a distribution
to the shareholders except at a rate or in a periodic amount or within a price
range determined by the board; or (7) To appoint other committees of the board
or the members thereof.

                                  ARTICLE VIII

                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address furnished by such shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the corporation has outstanding shares held of
record by 50() or more persons (determined as provided in Section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting, notice may be by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver


                                       7
   8

thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

         Section 1. The officers of the corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the board of directors and shall be a chairman, a president, a
vice-president, a secretary and a chief financial officer. The board of
directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.

           Section 2. The board of directors, at its first meeting after each
annual meeting of shareholders, shall choose a chairman, a president, one or
more vice-presidents, a secretary and a chief financial officer, none of whom
need be a member of the board.

           Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The chairman shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. In the event of an absence or disability of
the chairman, the duties of the chairman shall be performed by the president.


                                       8
   9

Pursuant to the general policy established by the board of directors and the
chairman of the board, the president shall have general management direction of
the business and affairs of the corporation and shall act as chief operating
officer. The chairman and/or the president may sign in the name of the
corporation either manually or by facsimile signature all certificates of stock.
The president shall in general shall perform all duties usually incident to the
office of president and such other duties as may from time to time be assigned
by the board of directors or by the chairman of the board as prescribed by law
or this Code of Bylaws.

         Section 7. The chairman or the president shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such assistant


                                       9
   10

secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

         Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the board of directors, at its regular
meetings, or at any other time when the board of directors so requires, an
account of all his transactions as chief financial officer and of the financial
condition of the corporation.

         Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 14. The chief financial officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the treasurer of the corporation.


                                       10
   11

                            THE ASSISTANT TREASURERS

         Section 15. The assistant treasurers, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the chief financial officer, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board of directors, or the president or a vice-president and the
chief financial officer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him in the corporation. If the shares of the
corporation are classified or if any class of shares has two or more series,
there shall appear on the certificate either (l) a statement of the rights,
preferences, privileges and restrictions granted to or imposed upon each class
or series of shares to be issued and upon the holders thereof; or (2) a summary
of such rights, preferences, privileges and restrictions with reference to the
provisions of the articles and any certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.


                                       11
   12

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.

         A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner,


                                       12
   13

and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.


                                       13
   14

                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

         Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the board of directors at any regular or
special meeting of the board. The board of directors shall not make or alter any
bylaw specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a fixed board to a variable board
or vice versa in the bylaws. The board of directors shall not change a bylaw, if
any, which requires a larger proportion of the vote of directors for approval
than is required by the California General Corporation Law.

                                  ARTICLE XIII

                            DIRECTORS' ANNUAL REPORT

         Section 1. The directors shall cause to be sent to the shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. This annual report is hereby waived
whenever the corporation shall have less than 100 shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the shareholder at least 15 (or if
sent


                                       14
   15

by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the corporation, if it has more than 100
shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the corporation or its parent or subsidiary or (if known to the
corporation or its parent or subsidiary) any holder of more than 10 percent of
the outstanding voting shares of the corporation had a direct or indirect
material interest, naming such person and stating such person's relationship to
the corporation, the nature of such person's interest in the transaction and,
where applicable, the amount of such interest; provided, that in the case of a
transaction with a partnership of which such person is a partner, only the
interest of the partnership need be stated; and provided further that no such
report need be made in the case of transactions approved by the shareholders
under subdivision (a) of Section 310 of the California General Corporation Law.
(2) The amount and circumstances of any indemnification or advances aggregating
more than ten thousand dollars ($10,000) paid during the fiscal year to any
officer or director of the corporation pursuant to Section 317 of the California
General Corporation Law, provided, that no such report need by made in the case
of indemnification approved by the shareholders under paragraph (2) of
subdivision (e) of Section 317 of the California General Corporation Law.


                                       15

EX-3.18

   1
                                                                    EXHIBIT 3.18



                            ARTICLES OF INCORPORATION

                                       OF

                  EMMIS LATIN AMERICA BROADCASTING CORPORATION

                                                * * * * *

FIRST:  THAT THE NAME OF THE CORPORATION IS EMMIS LATIN AMERICA BROADCASTING
CORPORATION.

SECOND: THE PURPOSE OF THIS CORPORATION IS TO ENGAGE IN ANY LAWFUL ACT ACTIVITY
FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF
CALIFORNIA OTHER THAN THE BANKING BUSINESS, THE TRUST COMPANY BUSINESS OR THE
PRACTICE OF A PROFESSION PERMITTED TO BE INCORPORATED BY THE CALIFORNIA
CORPORATION CODE.

THIRD:  THE NAME OF THIS CORPORATION'S INITIAL AGENT FOR SERVICE OF PROCESS ON
THE STATE OF CALIFORNIA IS:

        C T CORPORATION SYSTEM

FOURTH: THIS CORPORATION IS AUTHORIZED TO ISSUE ONLY ONE CLASS OF SHARES OF
STOCK; AND THE TOTAL NUMBER OF SHARES WHICH THIS CORPORATION IS AUTHORIZED TO
ISSUE IS ONE THOUSAND (1,000) WITH NO PAR VALUE EACH.

FIFTH:  THE NAME AND ADDRESS OF EACH PERSON APPOINTED TO ACT AS INITIAL DIRECTOR
IS AS FOLLOWS:

        NAME                                     ADDRESS
        ---------------------------------------------------------------
        JEFFREY H.  SMULYAN                      ONE EMMIS PLAZA
                                                 40 MONUMENT CIRCLE
                                                 SUITE 700
                                                 INDIANAPOLIS, IN 46204



        IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THESE ARTICLES THIS
10TH DAY OF AUGUST, 1999.


                                             /s/ DAVID L. WILLS
                                             -----------------------------------
                                             (SIGNATURE OF INCORPORATOR)

                                             DAVID L.  WILLS
                                             -----------------------------------
                                             (TYPED NAME OF INCORPORATOR)

EX-3.19

   1
                                                                    EXHIBIT 3.19

                                 CODE OF BYLAWS

                                       OF

                  EMMIS LATIN AMERICA BROADCASTING CORPORATION


                                    ARTICLE I
                                     OFFICES

     Section 1. The Corporation's principal executive office shall be located at
15821 Ventura Boulevard, Suite 685, Encino, California 91436.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of California as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of Shareholders for the election of members of the
Board of Directors shall be held in the State of California, at such place as
may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

     Section 2. Annual meetings of Shareholders, commencing with the year 2000,
shall be held on the 28th day of February, if not a Saturday, Sunday or a legal
holiday, and if a Saturday, Sunday or a legal holiday, then on the next secular
day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

     Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than ten (10) [or, if sent by third-class mail, thirty
(30)] nor more than sixty (60) days before the date of the meeting. Notice may
be sent by third-class mail only if the outstanding shares of the corporation
are held of record by 500 or more persons (determined as provided in Section 605
of the California General Corporation Law) on the record date for the
Shareholders' meeting.


   2

                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of Shareholders for any purpose other than the
election of members of the Board of Directors may be held at such time and place
within the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

     Section 3. Written or printed notice of a special meeting of Shareholders,
stating the time, place and purpose or purposes thereof, shall be given to each
Shareholder entitled to vote thereat not less than ten (10) [or, if sent by
third-class mail, thirty (30)] nor more than sixty (60) days before the date
fixed for the meeting. Notice may be sent by third-class mail only if the
outstanding shares of the corporation are held of record by 500 or more persons
(determined as provided in Section 605 of the California General Corporation
Law) on the record date for the Shareholders' meeting.

     Section 4. The business transacted at any special meeting of Shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the Shareholders unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation.

     Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or by his duly authorized


   3

attorney-in-fact. In all elections for Directors, every Shareholder entitled to
vote shall have the right to vote, in person or by proxy, the number of shares
of stock owned by him or her for as many persons as there are Directors to be
elected, or, upon satisfaction of the requirements set forth in Section 708(b)
of the California General Corporation Law, to cumulate the vote of said shares,
and give one candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which the Shareholder's shares are
normally entitled, or to distribute the votes on the same principle among as
many candidates as he may see fit. Section 708(b) of the California General
Corporation Law provides that no Shareholder shall be entitled to cumulate votes
for any candidate for the office of Director unless such candidates' names have
been placed in nomination prior to the voting and at least one Shareholder has
given notice at the meeting prior to the voting of his intention to cumulate his
votes.

     Section 4. Unless otherwise provided in the Articles, any action, except
election of Directors, which may be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the Board of Directors not filled by the Directors, Directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of Directors. Any election of a Director to
fill a vacancy (other than a vacancy created by removal) not filled by the
Directors requires the written consent of a majority of the shares entitled to
vote.

                                    ARTICLE V
                                    DIRECTORS

     Section 1. The number of Directors shall be one (1). Directors need not be
residents of the State of California nor Shareholders of the Corporation. The
Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

     Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.

     Section 3. The business affairs of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and


   4


things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the Shareholders.

     Section 4. The Directors shall keep the books of the Corporation within the
State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

     Section 5. The Board of Directors, by the affirmative vote of a majority of
the Directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
Directors for services to the Corporation as Directors, officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the Board of Directors, regular or special, shall be
held within the State of California.

     Section 2. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be fixed by the vote of the Shareholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected Directors in order legally to constitute the meeting, provided a
quorum shall be present, or it may convene at such place and time as shall be
fixed by the consent in writing of all the Directors.

     Section 3. Regular meetings of the Board of Directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the Board.

     Section 4. Special meetings of the Board of Directors may be called by the
Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

     Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6. A majority of the Directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act

   5

of the Board of Directors, unless the act of a greater number is required by
statute or by the Articles of Incorporation. If a quorum shall not be present at
any meeting of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
Directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

     Section 1. The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by the By-Laws or otherwise, may designate two or
more Directors, each of which must be a resident of the State of California, to
constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by facsimile telecommunication. Notice to
any Shareholder shall be given at the address furnished by such Shareholder for
the purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of
record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.


   6

     Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

     Section 1. The officers of the Corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

     Section 2. The Board of Directors, at its first meeting after each annual
meeting of Shareholders, shall choose a Chairman, a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the Board.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.

     Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

                         THE CHAIRMAN AND THE PRESIDENT

     Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.


   7

     Section 7. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.


   8

     Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

     Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

     Section 14. The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

     Section 15. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

     Section 1. Every holder of shares in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares and the class or series of
shares owned by him or her in the Corporation. If the shares of the Corporation
are classified or if any class of shares has two or more series, there shall
appear on the certificate either (l) a statement of the rights, preferences,
privileges and restrictions granted to or imposed upon each class or series of
shares to be issued and upon the holders thereof; or (2) a summary of such
rights, preferences, privileges and restrictions with reference to the
provisions of the articles and any certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.

     Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such


   9

certificate is issued, it may be issued by the Corporation with the same effects
as if such person were an officer, transfer agent or registrar at the date of
issue.

                                LOST CERTIFICATES

     Section 3. The Board of Directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the Corporation alleged to
have been lost or destroyed. When authorizing such issue of a new certificate,
the Board of Directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
Corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.

     A determination of Shareholders of record entitled to notice of or to vote
at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

                            REGISTERED SHAREHOLDERS

     Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.


   10

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall commence on the first
day of March and end on the last day of February.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

     Section 1. These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted (a) at any regular or special meeting of Shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting, or (b) by the affirmative
vote of a majority of the Board of Directors at any regular or special meeting
of the Board. The Board of Directors shall not make or alter any By-Law
specifying a fixed number of Directors or the maximum or minimum number of
Directors and the Directors shall not change a fixed board to a variable board
or vice versa in the By-Laws. The Board of


   11
Directors shall not change a By-Law, if any, which requires a larger proportion
of the vote of Directors for approval than is required by the California General
Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

     Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least fifteen
(15) [or if sent by third-class mail, thirty-five (35)] days prior to the date
of the annual meeting. The annual report may be sent by third-class mail only if
the Corporation has outstanding shares held by 500 or more persons (as
determined by the provisions of Section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting. In addition
to the financial statements included in the annual report, the annual report of
the Corporation, if it has more than 100 Shareholders as defined in Section 605
of the California General Corporation Law and if it is not subject to the
reporting requirements of Section 13 of the Securities and Exchange Act of 1934,
or exempt from such registration by Section 12(g)(2) of said act, shall also
describe briefly: (1) Any transaction (excluding compensation of officers and
directors) during the previous fiscal year involving an amount in excess of
Forty Thousand Dollars ($40,000) (other than contracts let at competitive bids
or services rendered at prices regulated by law) to which the Corporation or its
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than Ten Thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.

EX-3.20

   1
                                                                    EXHIBIT 3.20


                            ARTICLES OF INCORPORATION

                                       OF

                  EMMIS SOUTH AMERICA BROADCASTING CORPORATION

                                    * * * * *

FIRST: THAT THE NAME OF THE CORPORATION IS EMMIS SOUTH AMERICA BROADCASTING
CORPORATION.

SECOND: THE PURPOSE OF THIS CORPORATION IS TO ENGAGE IN ANY LAWFUL ACT ACTIVITY
FOR WHICH A CORPORATION MAY BE ORGANIZED UNDER THE GENERAL CORPORATION LAW OF
CALIFORNIA OTHER THAN THE BANKING BUSINESS, THE TRUST COMPANY BUSINESS OR THE
PRACTICE OF A PROFESSION PERMITTED TO BE INCORPORATED BY THE CALIFORNIA
CORPORATION CODE.

THIRD: THE NAME OF THIS CORPORATION'S INITIAL AGENT FOR SERVICE OF PROCESS ON
THE STATE OF CALIFORNIA IS:

           C T CORPORATION SYSTEM

FOURTH: THIS CORPORATION IS AUTHORIZED TO ISSUE ONLY ONE CLASS OF SHARES OF
STOCK; AND THE TOTAL NUMBER OF SHARES WHICH THIS CORPORATION IS AUTHORIZED TO
ISSUE IS ONE THOUSAND (1,000) WITH NO PAR VALUE EACH.

FIFTH: THE NAME AND ADDRESS OF EACH PERSON APPOINTED TO ACT AS INITIAL DIRECTOR
IS AS FOLLOWS:

                  NAME                               ADDRESS

                  JEFFREY H.  SMULYAN                ONE EMMIS PLAZA
                                                     40 MONUMENT CIRCLE
                                                     SUITE 700
                                                     INDIANAPOLIS, IN 46204

         IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THESE ARTICLES THIS
2ND DAY OF SEPTEMBER, 1999.


                                                 /S/ DAVID L. WILLS
                                              -------------------------------
                                              (SIGNATURE OF INCORPORATOR)

                                              DAVID L.  WILLS
                                              (TYPED NAME OF INCORPORATOR)

EX-3.21

   1
                                                                    EXHIBIT 3.21


                                 CODE OF BYLAWS

                                       OF

                  EMMIS SOUTH AMERICA BROADCASTING CORPORATION

                                    ARTICLE I

                                     OFFICES

         Section 1. The Corporation's principal executive office shall be
located at 15821 Ventura Boulevard, Suite 685, Encino, California 91436.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of Shareholders for the election of members of
the Board of Directors shall be held in the State of California, at such place
as may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

         Section 2. Annual meetings of Shareholders, commencing with the year
2000, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than ten (10) [or, if sent by third-class mail, thirty
(30)] nor more than sixty (60) days before the date of the meeting. Notice may
be sent by third-class mail only if the outstanding shares of the corporation
are held of record by 500 or more persons (determined as provided in Section 605
of the California General Corporation Law) on the record date for the
Shareholders' meeting.

   2

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of Shareholders for any purpose other than
the election of members of the Board of Directors may be held at such time and
place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than ten (10) [or,
if sent by third-class mail, thirty (30)] nor more than sixty (60) days before
the date fixed for the meeting. Notice may be sent by third-class mail only if
the outstanding shares of the corporation are held of record by 500 or more
persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.

         Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or by his duly authorized

   3

attorney-in-fact. In all elections for Directors, every Shareholder entitled to
vote shall have the right to vote, in person or by proxy, the number of shares
of stock owned by him or her for as many persons as there are Directors to be
elected, or, upon satisfaction of the requirements set forth in Section 708(b)
of the California General Corporation Law, to cumulate the vote of said shares,
and give one candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which the Shareholder's shares are
normally entitled, or to distribute the votes on the same principle among as
many candidates as he may see fit. Section 708(b) of the California General
Corporation Law provides that no Shareholder shall be entitled to cumulate votes
for any candidate for the office of Director unless such candidates' names have
been placed in nomination prior to the voting and at least one Shareholder has
given notice at the meeting prior to the voting of his intention to cumulate his
votes.

         Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy (other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V

                                    DIRECTORS

         Section 1. The number of Directors shall be one (1). Directors need not
be residents of the State of California nor Shareholders of the Corporation. The
Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

         Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.

         Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and

   4

things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the Shareholders.

         Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

         Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

         Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

         Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act

   5

of the Board of Directors, unless the act of a greater number is required by
statute or by the Articles of Incorporation. If a quorum shall not be present at
any meeting of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

         Section 1. The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the By-Laws or otherwise, may designate two
or more Directors, each of which must be a resident of the State of California,
to constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII

                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by facsimile telecommunication. Notice to
any Shareholder shall be given at the address furnished by such Shareholder for
the purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of

   6

record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

         Section 1. The officers of the Corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of

   7

President and such other duties as may from time to time be assigned by the
Board of Directors or by the Chairman of the Board as prescribed by law or this
Code of By-Laws.

         Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

         Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.

         Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

   8

         Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

         Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

         Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares and the class or series of
shares owned by him or her in the Corporation. If the shares of the Corporation
are classified or if any class of shares has two or more series, there shall
appear on the certificate either (l) a statement of the rights, preferences,
privileges and restrictions granted to or imposed upon each class or series of
shares to be issued and upon the holders thereof; or (2) a summary of such
rights, preferences, privileges and restrictions with reference to the
provisions of the articles and any certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such

   9

certificate is issued, it may be issued by the Corporation with the same effects
as if such person were an officer, transfer agent or registrar at the date of
issue.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.

         A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

   10

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation shall commence on the
first day of March and end on the last day of February.

                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

         Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of

   11

Directors shall not change a By-Law, if any, which requires a larger proportion
of the vote of Directors for approval than is required by the California General
Corporation Law.

                                  ARTICLE XIII

                            DIRECTORS' ANNUAL REPORT

         Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least fifteen
(15) [or if sent by third-class mail, thirty-five (35)] days prior to the date
of the annual meeting. The annual report may be sent by third-class mail only if
the Corporation has outstanding shares held by 500 or more persons (as
determined by the provisions of Section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting. In addition
to the financial statements included in the annual report, the annual report of
the Corporation, if it has more than 100 Shareholders as defined in Section 605
of the California General Corporation Law and if it is not subject to the
reporting requirements of Section 13 of the Securities and Exchange Act of 1934,
or exempt from such registration by Section 12(g)(2) of said act, shall also
describe briefly: (1) Any transaction (excluding compensation of officers and
directors) during the previous fiscal year involving an amount in excess of
Forty Thousand Dollars ($40,000) (other than contracts let at competitive bids
or services rendered at prices regulated by law) to which the Corporation or its
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than Ten Thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.

EX-3.22

   1
                                                                    Exhibit 3.22


                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        EMMIS INDIANA BROADCASTING, L.P.

      The undersigned hereby enter into and agree as provided in the following
Agreement of Limited Partnership (the "Agreement").

                                    ARTICLE I

                               GENERAL PROVISIONS

      SECTION 1.01.  NAME.  The name of the Partnership is Emmis Indiana
Broadcasting, L.P. (the "Partnership").

      SECTION 1.02. PLACE OF BUSINESS. The principal business office of the
Partnership shall be 950 North Meridian Street, Suite 1200, Indianapolis,
Indiana 46204, or at such location as may be selected from time to time by the
General Partner.

      SECTION 1.03.  TERM.  The term of the Partnership shall extend until
December 31, 2047, unless sooner terminated as hereinafter provided.

      SECTION 1.04.  DEFINITIONS.  The following terms have the following
meanings herein:

      "ACT" means the Indiana Revised Uniform Limited Partnership Act, as now or
hereafter amended.

      "AFFILIATE" means a Person who, with respect to another person, directly
or indirectly controls, is controlled by or is under common control with such
other Person.

      "ASSIGNEE" means a Person who has acquired a direct beneficial interest in
the Partnership but who has not become a Substituted Partner.

      "ASSIGNMENT" means, for purposes of Articles VII and VIII with regard to
interests in the Partnership, any sale, assignment, transfer, pledge,
encumbrance or other disposition of, or the granting of a security interest in,
such an interest, including without limitation a transfer in connection with a
dissolution, merger, consolidation or similar action of a Partner.

      "BANKRUPTCY" means, with respect to a Person, the happening of any of the
following:

            (A)   The entry by a court or governmental agency having
                  jurisdiction in the premises of a decree or order for relief
                  in respect of the Person in an involuntary case under any
                  applicable bankruptcy, insolvency or similar law now or
                  hereafter in effect or appointing a receiver, liquidator,
                  assignee, custodian, trustee, sequestrator or similar official
                  of such Person, or for any substantial part of such Person's
                  property or ordering the winding up or liquidation of such
                  Person's
   2
                  affairs, and such decree or order remaining unstayed and in
                  effect for a period of sixty (60) consecutive days; or

            (B)   The commencement by the Person of a voluntary case under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereafter in effect, or the consent by such Person to the
                  entry of an order for relief in an involuntary case under any
                  such law; or

            (C)   The consent by the Person to the appointment or taking
                  possession by a receiver, liquidator, assignee, custodian,
                  trustee, sequestrator or similar official of any substantial
                  part of such Person's property, or the filing of a pleading in
                  any court of record admitting in writing the inability of the
                  Person to pay his, her or its debts as they become due; or

            (D)   The making by the Person of a general assignment for the
                  benefit of creditors.

      "CAPITAL ACCOUNT" means, with respect to any Partner, an amount equal to
the sum of:

            (A)   the amount of cash such Partner has contributed to the
                  Partnership (including any contribution pursuant to Section
                  4.01),

            (B)   the fair market value of any property such Partner has
                  contributed to the Partnership (net of any liabilities secured
                  by such contributed property that the Partnership is
                  considered to assume or take subject to under Code Section
                  752) as a Capital Contribution, and

            (C)   the amount of Profits allocated to such Partner and any items
                  in the nature of income or Profits that are specifically
                  allocated to such Partner pursuant to Sections 4.05 and 4.06;

            reduced by the sum of:

            (W)   the amount of Losses allocated to such Partner and any items
                  in the nature of expenses or losses that are specifically
                  allocated to such Partner pursuant to Sections 4.05 and 4.06;

            (X)   the amount of all cash distributed to such Partner, and

            (Y)   the fair market value of any property distributed to such
                  Partner (net of any liabilities secured by such distributed
                  property that such Partner is considered to assume or take
                  subject to under Code Section 752);


                                       2
   3
subject, however, to such other adjustments as may be required under the Code
and Treasury Regulations, including, but not limited to, increases or decreases
to reflect a revaluation of Partnership property on the Partnership*s books in
accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f).
Generally, a transferee of a Partnership interest shall succeed to the Capital
Account relating to the Partnership interest transferred. The Capital Account is
to be determined and maintained at all times in strict accordance with all of
the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital
Account of a Partner may, under certain circumstances, be an amount less than
zero. The Assignee of Record or Substituted Partner to whom a Partnership
interest is transferred shall succeed to the Capital Account attributable to the
Partnership interest (or portion thereof) transferred.

      "CAPITAL CONTRIBUTION" means the total amount of cash or other
consideration contributed to the Partnership by each Partner pursuant to Section
4.01.

      "CAPITAL TRANSACTION" means the sale, exchange, refinancing or other
disposition of all or any substantial part of the property of the Partnership,
or any interest therein (with the exception of the sale of personal property or
fixtures because of replacement or obsolescence), or casualty damage to, or
condemnation of, all or any substantial part of the property of the Partnership,
or any interest therein (other than the proceeds of any business or rental
interruption insurance), but not including the grant of an interest as security
in or any encumbrance of the property of the Partnership, or any interest
therein.

      "CODE" means the Internal Revenue Code of 1986, as in effect on the date
of this Agreement, or as may hereafter be amended or supplemented.

      "DEPRECIATION" means for each fiscal year or other period, an amount equal
to the depreciation, amortization, or other cost recovery deduction allowable
with respect to an asset for such year or other period, except that if the
Partnership asset is reflected on the books of the Partnership at a book value
that differs from the adjusted tax basis of such asset pursuant to Section
1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations,
depreciation, amortization, or other cost recovery deductions shall be computed
for book purposes with respect to such asset pursuant to Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

      "DISTRIBUTABLE CASH" means for any fiscal period the total operating and
investment revenues of the Partnership, reduced by (i) operating expenses
requiring the expenditure of cash by the Partnership (to the extent not paid
from reserves); (ii) debt amortization; (iii) management fees and administration
fees; (iv) taxes, interest expense, repayment of loans outstanding pursuant to
Section 3.10 and any other items reasonably determined by the General Partner to
be necessary for the operations of the Partnership (to the extent not paid from
reserves); and (v) reasonable additions to other reserves for working capital,
contingencies and anticipated expenses, as determined by the General Partner.
"Distributable Cash" does not include the proceeds of the sale, refinancing,
exchange, condemnation or destruction (including insurance or condemnation
proceeds in excess of amounts required to be applied to restore or replace the
insured or condemned property other than the proceeds of any business or rental
interruption


                                       3
   4
insurance) or other disposition of all or any substantial part of the
Partnership's property or any interest therein in a Capital Transaction.
Distributable Cash shall be determined separately for each fiscal period of the
Partnership.

      "DISTRIBUTION" means any cash or property distributed to a Partner arising
from its interest in the Partnership.

      "GENERAL PARTNER" means the Person specified as such in Exhibit A.

      "LIMITED PARTNER" means (i) each Person specified as such on Exhibit A to
this Agreement and (ii) successors who have complied with the requirements of
Article VIII and who have been accepted as substitute limited partners pursuant
to Section 8.04.

      "LIMITED PARTNER CONSENT" means the approval or consent in writing of a
majority in interest of the Limited Partners, measured by their respective
Percentage Shares compared to the total Percentage Shares held by all Limited
Partners.

      "OUTSTANDING CAPITAL CONTRIBUTION" of a Partner means the amount of all
cash contributed by the Partner to the capital of the Partnership, reduced (but
not below zero) by all cash distributed to the Partner as a result of a Capital
Transaction.

      "PARTNER" means a General Partner or a Limited Partner.

      "PARTNERSHIP" means the partnership governed by this agreement of limited
partnership.

      "PERCENTAGE SHARE" means with respect to each Partner the percentage
specified as such for that Partner in Exhibit A to this Agreement.

      "PERSON" means an individual, firm, partnership, corporation, estate,
trust, pension or profit-sharing plan or other entity.

      "PROFITS" and "LOSSES" mean, for each fiscal year or other period, an
amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

      (i)   Any income of the Partnership that is exempt from federal income tax
            and not otherwise taken into account in computing profits or losses
            pursuant to this Section 1.04 shall be added to such taxable income
            or loss;

      (ii)  Any Code Section 705(a)(2)(B) Expenditures not otherwise taken into
            account in computing profits or losses pursuant to this Section 1.04
            shall be subtracted from such taxable income or loss;


                                       4
   5
      (iii) In the event any asset of the Partnership is distributed to any
            Partner or sold by the Partnership, the difference on such date
            between (a) the gross fair market value (determined by agreement of
            the Partners or, if they cannot agree, by arbitration in accordance
            with the then current rules of the American Arbitration Association)
            and (b)(i) the adjusted basis of the asset for federal income tax
            purposes, or (2) if the asset is reflected on the books of the
            Partnership at a book value that differs from the adjusted tax basis
            of such asset pursuant to Treasury Regulations Section
            1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), the gross fair market
            value on the date of the contribution of the asset to the
            Partnership or the gross fair market value of the asset on the date
            of the asset*s revaluation on the Partnership*s books, as the case
            may be (as determined by the General Partner) less Depreciation,
            shall be taken into account as gain or loss from the disposition of
            such asset for purposes of computing Profits or Losses;

      (iv)  In lieu of the depreciation, amortization, and other cost recovery
            deductions taken into account in computing such taxable income or
            loss, there shall be taken into account Depreciation for such fiscal
            year or other period; and

      (v)   Notwithstanding anything to the contrary in the definition of the
            term "Profits and Losses", any items which are specially allocated
            pursuant to Sections 4.05 and 4.06 shall not be taken into account
            in computing Profits and Losses.

      "SUBSTITUTED PARTNER" means an Assignee or other Person, who becomes a
Partner pursuant to Article VIII.

      "TAX MATTERS PARTNER" means the General Partner, or any successor thereto
appointed by the General Partner.

      "TREASURY REGULATIONS" mean the income tax regulations promulgated under
the Code as in effect on the date of this Agreement, or as hereafter amended or
supplemented (including corresponding provisions of such succeeding
regulations).

      Such terms shall be used either in the singular or plural and may be
referred to in any gender as required by the context.


                                       5
   6
                                   ARTICLE II

                               MEMBERS AND STATUS

      SECTION 2.01.  THE PARTNERS.  The Partners of the Partnership shall
consist of and be divided into two classes, with the General Partner as
general partner and the Limited Partner as limited partner.

      SECTION 2.02. ADDITIONAL PARTNERS. Additional general or limited partners
may be admitted from time to time by approval of the General Partner or as
otherwise provided in this Agreement except that the admission of such
additional partners shall not diminish the Percentage Share of any Partner in
the Partnership unless otherwise agreed by the Partner whose Percentage Share is
diminished.

      SECTION 2.03. LIABILITY OF GENERAL PARTNER. The General Partner shall have
unlimited liability for the repayment, satisfaction and discharge of the
obligations of the Partnership to third parties dealing with the Partnership as
prescribed by law, except for non-recourse obligations which exculpt the
Partnership from liability. The General Partner is not liable to the Partnership
and the Limited Partners (i) for return of the Capital Contribution or any
portion thereof of any Limited Partner, (ii) on account of any disallowance or
adjustment by a taxing authority of deductions or credits in Partnership income
tax returns, (iii) on account of any failure by the Partnership to achieve any
forecasted financial return or (iv) for any action or omission to act not
constituting willful misconduct or gross negligence.

      SECTION 2.04. LIMITATION UPON LIABILITY OF LIMITED PARTNERS. The personal
liability of each Limited Partner to the Partnership (except as provided in
Section 4.01), to the General Partner, to the creditors of the Partnership or to
any other third party for the losses, debts or liabilities of the Partnership
shall be limited to the amount of its Capital Contribution which has not
theretofore been returned to it as a Distribution (including a Distribution upon
liquidation). Distributions to a Limited Partner shall first be deemed a return
of its Capital Contribution for purposes of the foregoing sentence. A Limited
Partner shall not at any time be liable or held accountable to the Partnership,
to the other Partners, to the creditors of the Partnership or to any other third
party for or on account of any negative balance in its Capital Account.


                                   ARTICLE III

                   SCOPE OF PARTNERSHIP AND MODE OF OPERATION

      SECTION 3.01. SCOPE OF PARTNERSHIP. The specific purpose of the
Partnership is to engage in the business of radio broadcasting and publishing.
The general purposes of the Partnership are to do each and every thing
necessary, suitable or proper for the accomplishment of the specific purpose or
the attainment of any one or more of the objects herein enumerated, either
alone, or in association with, or as agent or representative for, other
corporations (whether public, governmental or private), partnerships,
individuals, or entities, or to accomplish any other


                                       6
   7
lawful business whatsoever, or which shall at any time appear conducive to or
expedient for the protection or benefit of the Partnership.

      SECTION 3.02. POWERS OF THE PARTNERSHIP. The Partnership shall have all
the powers permitted by law which are necessary or desirable in carrying out the
purposes and business of the Partnership, including, but not limited to, the
following powers:

      (a)   To borrow or raise money for any of the purposes of the Partnership,
and from time to time, without limitation as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, evidences of indebtedness and other instruments,
and to secure the payment thereof, and the interest thereon, in any manner,
including without limitation by mortgage on, or pledge, conveyance or assignment
in trust of, the whole or any part of the assets of the Partnership, real,
personal or mixed, including contract rights and options, whether at the time
owned or thereafter acquired, and future earnings, and to sell, pledge or
otherwise dispose of such securities or other obligations of the Partnership for
the furtherance of its purpose.

      (b)   To act in any state or nation in which the Partnership may lawfully
act, for itself or as principal, agent or representative for any individual,
association, partnership, corporation or legal entity, respecting business of
the Partnership.

      (c)   To enter into, make, amend, perform and carry out, or cancel and
rescind, contracts and other obligations for any lawful purpose pertaining to
the business of the Partnership.

      (d)   To apply for, register, obtain, purchase or otherwise acquire
trademarks, trade names, labels and designs relating to or useful in connection
with any business of the Partnership, and to use, exercise, develop and license
the use of the same.

      (e)   To employ, on behalf of the Partnership, legal counsel, financial
counsel, accountants, professional advisors, Persons or entities for the
operation and management of the business of the Partnership.

      (f)   To establish accounts and deposits and maintain funds in the name of
the Partnership in banks or other financial institutions and to invest funds of
the Partnership temporarily when not required for operation of its properties or
distribution to the Partners, in short-term debt obligations, including
obligations of federal and state governments, commercial paper and certificates
of deposit of banks and other financial institutions.

      (g)   To pay or reimburse any and all actual fees, costs and expenses
incurred in the formation and organization of the Partnership.

      (h)   To do all acts which are necessary, customary or appropriate for the
protection and preservation of the Partnership's assets, including the
establishment of reserves.


                                       7
   8
      (i)   To loan money to, borrow money from and engage in transactions with
Affiliates, subject to Section 3.06.

      (j)   To compromise, submit to arbitration, sue on, or defend claims in
favor of or against the Partnership.

      (k)   In general, to exercise all of the general rights, privileges and
powers permitted to be had and exercised by the provisions of the Act.

      SECTION 3.03. MANAGEMENT OF THE PARTNERSHIP. The business and affairs of
the Partnership shall be managed by the General Partner, who may exercise the
powers specified in Section 3.02 on behalf of the Partnership, subject to the
restrictions in Section 3.04(b).

      SECTION 3.04.  LIMITATION ON POWERS.

      (a)   As between the Partners, no Partner shall:

            (1)   Use the Partnership name or assets in any way except for the
                  transaction of legitimate Partnership business or do any act
                  in contravention of this Agreement; or

            (2)   Impart to any other person any information concerning the
                  financial statements or operations of the Partnership except
                  as may be necessary to carry on the business of the
                  Partnership or the General Partner or as may be approved by
                  the Partners or as may be required by the Act, the Code,
                  Treasury Regulations, state or local tax laws, or other
                  applicable laws or regulations or orders of a court of
                  competent jurisdiction; or

            (3)   Do any act which would make it impossible to carry on the
                  business of the Partnership.

      SECTION 3.05. NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS. Except
as specifically provided in this Agreement, the Limited Partners as such shall
not participate in the control or management of the business of the Partnership,
nor act for and on behalf of the Partnership in any manner whatsoever.

      SECTION 3.06.  DEALINGS WITH RELATED ENTITIES.

      (a)   The General Partner or any Affiliate of the General Partner may
contract or otherwise deal with the Partnership for the purchase or sale of
goods, property or services or for other purposes, and the Partnership shall
have the power to so contract or deal, provided that (i) the compensation paid
for and the terms of the transaction for such goods, services or property is
comparable to compensation charged and terms provided for similar goods,
services or property in an arms-length transaction, (ii) any goods, services or
property furnished to or acquired by the Partnership are in furtherance of the
Partnership business, and (iii) any material transaction


                                       8
   9
between the General Partner or any Affiliate and the Partnership is fully
disclosed in writing to the Limited Partners upon request. The validity of any
transaction, agreement, or payment involving the Partnership and an Affiliate
otherwise permitted by this Agreement shall not be affected by reason of the
relationship between the General Partner and the Affiliate or the approval of
the transaction, agreement or payment by the General Partner, which is otherwise
interested in or related to the Affiliate.

      (b)   If the General Partner is employed by or retained by the Partnership
in any capacity, compensation to such General Partner shall be deemed to be for
services rendered not in the General Partner's capacity as a member of the
Partnership, and it shall be treated for federal income tax purposes as a
payment described by either Section 707(a) or 707(c) of the Code.

      SECTION 3.07. OTHER BUSINESS. Nothing contained in this Agreement shall in
any way or manner prohibit or restrict the right or freedom of any Partner, any
Affiliate of any Partner or any other Person to conduct or participate in any
business or activity individually or as a partner, shareholder or owner of any
partnership, corporation or other entity other than the Partnership without any
obligation or accountability to the Partnership or any other Partner, even if
such business or activity competes with the business of the Partnership; and any
entity which includes as a partner, shareholder or other owner a Partner, any
Affiliate or any other Person shall have the right at any time to own and
operate any business whatsoever other than the business of the Partnership,
either individually or with one or more parties, and shall not be required to
obtain the consent thereto by any other Partner or offer to any other Partner or
the Partnership a participation therein.

      SECTION 3.08. INDEMNIFICATION. Each Person now or in the future a General
Partner or an officer, director, general partner, member, trustee or Affiliate
of a General Partner (and such Person's successors and assigns) shall be
indemnified by the Partnership against expenses (including, but not limited to,
attorneys' fees, related disbursements and removal of any liens affecting any
property of the indemnitee), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by such Person in connection with any action,
suit or proceeding to which such Person may be made a party by reason of being,
or having been, a General Partner or an officer, director, general partner,
member, trustee or Affiliate of a General Partner, or such Person's successor or
assign (whether or not continuing to be such at the time of incurring such
expense), if such Person acted in good faith and in a manner reasonably believed
to be in and not opposed to the best interests of the Partnership, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Any such indemnification shall be limited to the
assets of the Partnership and shall not impose any personal liability upon any
Partner. This provision is intended to provide such indemnification as is
permitted under Indiana law; it shall not operate to indemnify any person in any
case in which such indemnification is for any reason contrary to law.

      SECTION 3.09. TIME TO BE DEVOTED TO BUSINESS. The General Partner shall
devote such time to the Partnership's business as the General Partner, in its
sole discretion, shall deem to be necessary to manage and supervise the
Partnership's business and affairs in an efficient manner.


                                       9
   10
Nothing in this Agreement shall preclude the employment, at the expense of the
Partnership, of any agent or third party to manage or provide other services
with respect to the Partnership's business, subject to the control of the
General Partner.

      SECTION 3.10. LOANS TO THE PARTNERSHIP. In the event that additional funds
are required by the Partnership, the General Partner (or any Affiliate thereof)
may, at its option, loan such funds to the Partnership. Each such loan shall be
made upon terms and conditions substantially equivalent to those upon which a
commercial lending institution would make such a loan to an entity with
financial and business characteristics similar to the Partnership.

      SECTION 3.11. REIMBURSEMENT OF EXPENSES. The Partnership shall reimburse
the General Partner for all out-of-pocket expenses reasonably incurred by the
General Partner or its partners, members, officers, employees or agents in
performing the duties of the General Partner under this Agreement.

      SECTION 3.12. APPOINTMENT AND POWER OF GENERAL MANAGER AND ASSISTANT
GENERAL MANAGER.

      (a) The General Partner may in its discretion appoint (or remove) a
general manager or an assistant general manager of the Partnership in accordance
with the provisions of this Section. Either of the General Manager or the
Assistant General Manager acting alone shall have full power and authority to
execute any and all documents on behalf of the Partnership including, but not
limited to, contracts, notes, mortgages, deeds and leases for and on behalf of
the Partnership, which, when so executed and delivered, shall be binding upon
the Partnership. Any responsibility or power specifically given to the General
Manager herein may be performed by the Assistant General Manager if the General
Manager is unavailable or unable to do so. Any person, firm or corporation
dealing with the Partnership may rely on the authority of the General Manager or
Assistant General Manager as outlined herein and need not inquire into the
authority of such person.

      (b) The General Partner may remove such appointees and appoint (or remove)
any other person as General Manager and Assistant General Manager by giving
written notice thereof to the Partners, provided, however, any person, firm or
corporation may rely on the certification of the General Partner as to who the
General Manager or Assistant General Manager of the Partnership are and need not
inquire further.

      (c) The General Manager and the Assistant General Manager shall not be
personally liable for any liabilities or obligations of the Partnership as a
result of holding the positions of General Manager or Assistant General Manager.


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                                   ARTICLE IV

                         CAPITAL CONTRIBUTIONS, PROFITS
                          AND LOSSES AND DISTRIBUTIONS

      SECTION 4.01.  CAPITAL CONTRIBUTIONS.

      (a)   The total Capital Contribution of the General Partner shall be as
specified in Exhibit A, payable upon execution of this Agreement.

      (b)   The total Capital Contribution of the Limited Partners shall be as
specified in Exhibit A, payable upon execution of this Agreement.

      (c)   From and after the date hereof, except as provided in this Section,
the Partners shall not be obligated to make further contributions to the
Partnership.

      SECTION 4.02. DISTRIBUTABLE CASH DISTRIBUTIONS. Distributable Cash for
each fiscal year shall be determined and distributed annually to the Partners
prior to each March 31, computed for the period ended the previous December 31.
All Distributable Cash shall be distributed for the fiscal year. Distributions
of Distributable Cash shall be made to the Partners according to their
Percentage Shares.

      SECTION 4.03. DISTRIBUTIONS FROM CAPITAL TRANSACTION. The Partnership's
share of the proceeds from a Capital Transaction shall be applied and
distributed in the following order, after adjusting Capital Accounts for all
Distributions under Section 4.02 and all allocations of Profits and Losses:

      (a)   To the payment of debts and liabilities of the Partnership deemed
appropriate by the General Partner to pay at that time in the order of priority
as provided by law (other than those to Partners) including the expenses of or
relating to sale, refinancing, exchange, condemnation, destruction or other
disposition;

      (b)   To the setting up of such reserves as are reasonably necessary for
any contingent liabilities or obligations of the Partnership or for the
operation of the Partnership, as determined solely by the General Partner in
good faith;

      (c)   To the payment of debts and liabilities of the Partnership to the
Limited Partners other than in respect to the Outstanding Capital Contributions
of the Limited Partners;

      (d)   To the payment of debts and liabilities of the Partnership to the
General Partner other than in respect of the Outstanding Capital Contributions
of the General Partner; and

      (e)   To the Partners in accordance with the positive balances in their
Capital Accounts.


                                       11
   12
      SECTION 4.04.  ALLOCATION OF PROFITS AND LOSSES.

      (a)   After giving effect to the special allocations set forth in Sections
4.05 and 4.06 hereof, including chargebacks of minimum gain, for each fiscal
year of the Partnership or portion thereof, all Profits shall be allocated as
follows:

            (i)   Profits shall first be allocated to the Partners to offset any
                  net Losses allocated pursuant to 4.4(b)(ii) below until each
                  Partner's Capital Account has been brought equal to zero;

            (ii)  Profits shall then be allocated to offset any net Losses
                  allocated pursuant to 4.04(b)(i) below; and

            (iii) Any remaining Profits shall be allocated to the Partners
                  according to their Percentage Shares.

      (b)   For each fiscal year of the Partnership or portion thereof, all
Losses shall be allocated to the Partners as follows:

            (i)   First, to each Partner having a positive balance in its
                  Capital Account in the proportion that such Partner's positive
                  Capital Account balance bears to the total of all positive
                  Capital Account balances of Partners until all such positive
                  Capital Account balances equal zero; and

            (ii)  Second, to the Partners according to their Percentage Shares.

            (iii) Notwithstanding (i) and (ii) above, in accordance with
                  Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the
                  allocation of loss, deduction or Code Section 705(a)(2)(B)
                  Expenditures to a Partner shall not exceed the maximum amount
                  that can be so allocated without causing a violation of the
                  alternate test of economic effect.

      (c)   In connection with any Capital Transaction treated as an installment
sale, Profits or Losses shall, for purposes of adjusting the Partners'
respective Capital Accounts, be allocated under the foregoing provisions of this
section as though the principal amount of the deferred obligation were received
in full at the time of sale. In connection with any Capital Transaction properly
treated as an installment sale under the Code, the portion of the Profits or
Losses in each installment allocable to a given Partner shall, for federal
income tax purposes, be in proportion to the Partner's total share of Profits or
Losses from the Capital Transaction allocated to the Partner pursuant to the
foregoing provisions of this section.

      (d)   For purposes of this section, the determination of a Partner's
Capital Account shall be made without taking into account any liabilities
treated as a contribution of money pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(c) (if the Partnership's payment of


                                       12
   13
such liabilities would be treated as a distribution of money pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(c)).

      SECTION 4.05. SPECIAL ALLOCATIONS.

      (a)   The Partnership shall make the qualified income offset allocation
required by the alternate test for economic effect under Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

      (b)   In the event any Partner has a deficit Capital Account at the end of
any Partnership fiscal year that is in excess of the amount such Partner is
obligated to restore to the Partnership, each such Partner shall be specially
allocated items of Partnership income and gain in the amount of such excess as
quickly as possible.

      (c)   The Partnership shall make as appropriate to the Partnership and the
Partners all allocation of nonrecourse deductions and minimum gain chargebacks
in accordance with the Code and Treasury Regulations.

      SECTION 4.06. CURATIVE ALLOCATIONS.

      (a)   Notwithstanding any other provision of this Agreement, the
allocations made pursuant to Section 4.05 hereof shall be taken into account in
allocating other Profits, Losses, and items of income, gain, loss, and deduction
among the Partners so that, to the extent possible, the net amount of such
allocations to each Partner shall be equal to the net amount that would have
been allocated to each such Partner if the allocations made pursuant to Section
4.05 had not occurred.

      (b)   The Tax Matters Partner shall have reasonable discretion, with
respect to each Partnership fiscal year, to (i) apply the provisions of this
Sections 4.06 in whatever order is likely to minimize the economic distortions
that might otherwise result from the allocations made pursuant to Section 4.05

      SECTION 4.07. OTHER ALLOCATION RULES. Solely for purposes of determining a
Partner's proportionate share of the "excess nonrecourse liabilities" of the
Partnership within the meaning of Section 1.752-3(a)(3) of the Treasury
Regulations, such excess nonrecourse liabilities shall be allocated among the
Partners in the manner in which it is reasonably expected (as determined by the
Tax Matters Partner) that the deductions attributed to those nonrecourse
liabilities will be allocated.

      SECTION 4.08. TAX ALLOCATIONS; CODE SECTION 704(C). In the event any
Partnership property is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of such property at the time of
its contribution to the Partnership or its revaluation pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively,
income, gain, loss, and deduction with respect to such property shall, solely
for tax purposes, be allocated among the Partners in the manner required by Code
Section 704(c) and Treasury Regulations Section 1.704-1(b)(4)(i).


                                       13
   14
      SECTION 4.09. GENERAL PROVISIONS. Whenever a proportionate part of
Partnership Profit or Loss is credited or charged to a Partner's Capital
Account, every item of income, gain, loss, deduction, credit or tax preference
entering into the computation of such Profit or Loss, or applicable to the
period during which such Profit or Loss was realized, shall be considered
credited or charged, as the case may be, to such account in the same proportion;
provided, however, that in the event of an increase or a decrease in the
interest of a Partner at any time after the Partnership's initial fiscal year
other than at the end of a fiscal year of the Partnership, the share of the
Profits and Losses and the net Distributable Cash of the Partnership shall be
allocated among the Persons whose shares are changed in the same ratio as the
number of days in such Partnership fiscal year before and after the date of such
transfer, except that sale Profits and Losses, refinancing proceeds and the
gain, loss and proceeds arising out of other extraordinary transactions shall be
credited to the Person who is a Partner as of the date of such event.

      SECTION 4.10. NO INTEREST ON CAPITAL ACCOUNTS. No Partner shall be
entitled to receive any interest from the Partnership on account of the amount
of such Partner's Capital Account.

      SECTION 4.11. DISTRIBUTION OF PROPERTY. Unless the Partners otherwise
agree, in the event it becomes necessary to make a distribution of Partnership
property in kind, then such property shall be transferred and conveyed to the
Partners, or their assigns, so as to vest in each of them as a tenant-in-common,
a percentage interest in the whole of said property equal to the percentage
interest such Partner would have received had such property not been distributed
in kind.

      SECTION 4.12. RETURN OF CAPITAL CONTRIBUTION. Except as provided in this
Agreement, no Partner shall be entitled to withdraw any part of its Capital
Contribution or to receive any distributions from the Partnership except as
provided by this Agreement. No Partner shall have the right to demand or receive
property other than cash in return for its Capital Contribution; and if upon
dissolution the Partnership property remaining after the payment or discharge of
debts and liabilities of the Partnership is insufficient to return said
contributions, a Limited Partner shall have no recourse against the General
Partner or any other Limited Partner.


                                    ARTICLE V

                   ACCOUNTING, REPORTING AND HOLDING OF ASSETS

      SECTION 5.01. FISCAL YEAR. The fiscal year of the Partnership shall
commence on the 1st day of March and continue through the last day of February.

      SECTION 5.02. ACCOUNTING. The books of account and records of the
Partnership shall be located at such place as may be specified by the General
Partner and shall be kept and maintained on a federal income tax basis. All
assets of the Partnership shall be reflected on the books of the Partnership at
their adjusted basis as determined for the purpose of reporting gain or loss
under the Code.


                                       14
   15
      SECTION 5.03. RIGHT TO INSPECTION. Each Partner or such Partner's duly
authorized agent shall at all reasonable times have access to and the right to
inspect and copy any of the books and records of the Partnership.

      SECTION 5.04. HOLDING AND TRANSFER OF ASSETS. All property, real or
personal, owned by the Partnership shall be deemed to be owned by the
Partnership as an entity, and no Partner or Assignee, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, of the General Partner, or of one or more
nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which legal title is held
in its name shall be held in trust by the General Partner for the use and
benefit of the Partnership in accordance with the terms or provisions of this
Agreement. All Partnership assets shall be recorded as the property of the
Partnership on its books and records, without respect to the name in which legal
title to such Partnership assets is held. Any deed, bill of sale, note,
mortgage, contract for sale or other document to which the Partnership is a
party shall be valid and binding upon the Partnership if signed only by the
General Partner, and any Person dealing with the Partnership may fully rely on
the authority granted by this section and shall not be required to make any
inquiry or investigation of the authority of such Person.

      SECTION 5.05. BANK ACCOUNTS. Funds of the Partnership may be deposited in
its name in such bank account or accounts as shall be designated from time to
time by the General Partner. All withdrawals from Partnership accounts shall be
made upon checks signed by or upon the authorization of the General Partner. The
General Partner may designate one or more Persons to sign checks upon its
authorization.

      SECTION 5.06. TAX STATUS; NOTICE OF TAX CONTROVERSY. The Partnership shall
be treated and shall file its tax returns as a partnership for federal, state
and municipal income tax and other tax purposes. If any Partner shall receive
notice of a tax examination of the Partnership by federal, state or local
authorities, such Partner shall immediately give notice thereof to the other
Partners.

      SECTION 5.07. TAX MATTERS PARTNER; TAX ELECTIONS. The Person named in
Section 1.04 as "Tax Matters Partner" is hereby designated as the tax matters
partner of the Partnership under Subchapter C of Chapter 63 as contained in
subtitle F of the Code. All elections permitted to be made by the Partnership
under the Code shall be made by the Tax Matters Partner. Without limiting the
generality of the foregoing, the Tax Matters Partner is authorized to make an
election on behalf of the Partnership under Section 754 of the Code. On or
before February 28 of each year or as soon as practicable thereafter (but prior
to the expiration of any extension for filing of tax returns), the Tax Matters
Partner shall cause to be prepared and distributed to the Partners the
Partnership's federal and state tax returns. Failure of any Partner to object to
the tax return within thirty (30) days after receipt of its K-1 Schedule (or any
substitute or additional form hereafter required by the Code or Treasury
Regulations) shall be deemed to be approval of such tax return as filed.


                                       15
   16
      SECTION 5.08. TAX MATTERS PARTNER NOT LIABLE. The Tax Matters Partner
shall not be liable to any Partner or the Partnership on account of any action
taken or not taken so long as he shall act in good faith in such capacity.
Without limiting the generality thereof, the Tax Matters Partner shall be deemed
to have acted in good faith in taking any action which benefits Partners holding
at least 50% of the interest in the Partnership, measured by Percentage Shares.


                                   ARTICLE VI

                           DISSOLUTION OF PARTNERSHIP

      SECTION 6.01. DISSOLUTION. The Partnership shall be dissolved and, unless
continued, its assets shall be disposed of and its affairs wound up upon the
occurrence of any of the following events:

      (a)   The Partners voluntarily agree to dissolve the Partnership.

      (b)   The term stated in Section 1.03 expires.

      (c)   The Bankruptcy of the Partnership.

      (d)   The withdrawal, termination of existence or Bankruptcy of the
General Partner and the failure of the Limited Partners to exercise the right
provided in the first sentence of Section 7.02.

      SECTION 6.02. DEEMED CONTRIBUTION AND LIQUIDATION. Notwithstanding any
other provisions of this Article VI, in the event the Partnership is liquidated
within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but
where the Partnership is continued, the Partnership*s assets shall not be
liquidated, the Partnership*s liabilities shall not be paid or discharged, and
the Partnership*s affairs shall not be wound up. Instead, the Partnership shall
be deemed to have contributed its assets to a new partnership (the "Successor
Partnership"), and immediately thereafter, the Partners shall be deemed to have
received interests in the Successor Partnership in liquidation of the
Partnership without effecting any change in the ownership of interests in the
Partnership or the Successor Partnership as a result of such contribution and
liquidation.

                                   ARTICLE VII

                           CHANGES IN GENERAL PARTNER

      SECTION 7.01. WITHDRAWAL OF THE GENERAL PARTNER. The General Partner shall
not voluntarily withdraw from the Partnership or sell, assign or otherwise
dispose of all or substantially all of its assets, or take any action described
in items (B), (C) or (D) of the definition of "Bankruptcy" in Section 1.04, or
sell, assign, or otherwise dispose of its Partnership


                                       16
   17
interest without the prior written consent of Limited Partners owning a majority
of the Percentage Shares owned by all Limited Partners.

      SECTION 7.02. CONTINUATION OF PARTNERSHIP. In the event of the Bankruptcy,
termination of existence or withdrawal of the General Partner, all powers
granted to the General Partner shall terminate and the Limited Partners owning a
majority of the Percentage Shares owned by all Limited Partners shall have the
right to select a new general partner or general partners and to continue the
business of the Partnership as a successor limited partnership. If the Limited
Partners exercise such right, the successor limited partnership shall be
governed by the terms and provisions of this Agreement.


                                  ARTICLE VIII

                           CHANGES IN LIMITED PARTNERS

      SECTION 8.01. DISSOLUTION OR BANKRUPTCY OF A LIMITED PARTNER. The
dissolution or Bankruptcy of a Limited Partner shall not dissolve the
Partnership. Upon notice of such event thereof to the General Partner and the
receipt by the General Partner of all instruments of transfer and other
documents for the protection of the Partnership as the General Partner deems
appropriate under the circumstances, the successor interest of the dissolved or
Bankrupt Limited Partner shall become an Assignee of the interest of such
Limited Partner and be entitled, subject to the terms and conditions of this
Agreement, to all further allocations and distributions on account of the
interest of such Limited Partner in the Partnership; however, no transferee of
the interest of the dissolved or Bankrupt Limited Partner shall become a
Substituted Partner without first obtaining the written consent of the General
Partner.

      SECTION 8.02. TRANSFER AND ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST.

      (a)   A Limited Partner shall have the right to assign the whole or any
portion of its interest in the Partnership to any Person by a written
assignment; provided that (i) the terms of such assignment are not in
contravention of any of the provisions of this Agreement; (ii) such assignment
is fully executed by the assignor and Assignee; (iii) such assignment is
received by the Partnership and recorded on the books thereof; (iv) the General
Partner, in its sole discretion, approves the transfer, and (v) the Limited
Partner provides an opinion, if required by the General Partner, satisfactory to
the General Partner, that no material adverse tax or securities law effects will
result from such assignment.

      (b)   In the event of an assignment of a Limited Partner's interest, the
following rules shall govern:

            (i)   The effective date of an assignment of Partnership interest
                  shall be that date set forth on the written instrument of
                  assignment; provided, however, that no assignment shall be
                  retroactive.


                                       17
   18
            (ii)  Anything herein to the contrary notwithstanding, both the
                  Partnership and the General Partner shall be entitled to treat
                  the Partner or Assignee with respect to such Partnership
                  interest as the absolute owner thereof in all respects and
                  shall incur no liability for Distributions of cash or other
                  property made in good faith to such Partner or Assignee until
                  such time as the written assignment has been delivered to the
                  Partnership for registration of the assignment and any
                  required approvals are given.

            (iii) An Assignee shall be entitled to receive Distributions of cash
                  or other property from the Partnership attributable to the
                  interest acquired by reason of such assignment from and after
                  the date of the assignment of such interest to the Assignee
                  except as provided in subparagraph (ii) above.

            (iv)  The Profits, Losses, income, expense, deductions or credits
                  attributable to the interest acquired by reason of such
                  assignment shall be divided among and allocated between the
                  assignor and Assignee of such interest and in accordance with
                  subparagraph (v) below.

            (v)   The division and allocation of Profits, Losses, income,
                  expense, deductions or credits attributable to the Partnership
                  interest between assignor and Assignee during any fiscal year
                  of the Partnership shall be based upon the length of time
                  during such fiscal year, as measured by the effective date of
                  the assignment, that the interest was owned by each of them
                  and shall not be based upon the date or dates during such
                  fiscal year on which Profits were earned or Losses were
                  incurred by the Partnership.

      SECTION 8.03. SUBSTITUTION AS A LIMITED PARTNER. No Assignee of the whole
or any portion of a Limited Partner's interest shall have the right to become a
Substituted Partner in place of the assignor unless all of the following
conditions are satisfied:

            (i)   The assignor and Assignee execute and acknowledge a written
                  instrument of assignment, together with such other instruments
                  as the General Partner may deem necessary or desirable to
                  effect the admission of the Assignee as a Substituted Partner.

            (ii)  Such instrument of assignment provided for herein has been
                  delivered to and received by the General Partner.

            (iii) The conditions to such substitution in Section 8.04 have been
                  satisfied and any approvals required by Section 8.05 to such
                  substitution have been obtained.


                                       18
   19
            (iv)  The written consent of the General Partner to such
                  substitution has been obtained, the granting or denial of
                  which shall be within the sole and absolute discretion of the
                  General Partner; provided that the consent of the General
                  Partner to such substitution shall be withheld if the General
                  Partner shall not have received evidence satisfactory to it
                  that the Substituted Partner is authorized to acquire the
                  interest so assigned and has the appropriate financial
                  resources to acquire and maintain the Partnership interest
                  assigned to it.

            (v)   A transfer fee has been paid to the Partnership which is
                  sufficient to cover all reasonable expenses connected with
                  such assignment and substitution, including, but not limited
                  to, legal and filing or recording fees.

      SECTION 8.04. ADDITIONAL CONDITIONS TO ASSIGNMENT AND SUBSTITUTION. The
General Partner and the Partnership shall not recognize any assignment or
substitution for any purpose if (a) such transfer together with prior transfers
would result in the sale or exchange of fifty percent (50%) or more of the total
interest in the Partnership capital and profits within a twelve-month period, or
(b) the Partnership shall not have received, if required by the General Partner,
an opinion of counsel to the effect that such sale (i) will not result in
termination of the Partnership under the Act; (ii) will not result in
termination of the Partnership for federal income tax purposes or, if it does
result in such a termination, such termination will not cause material adverse
federal income tax consequences to the Partnership or the Partners requesting
the opinion; (iii) will not change the status of the Partnership as a
partnership for federal income tax purposes; (iv) will not give rise to
liability of the Partnership, any Partner or any agent or advisor of any Partner
for violation of the securities laws of the United States or any state thereof;
and (v) will not cause the Partnership to become subject to payment of the
Indiana Gross Income Tax.

      SECTION 8.05. EFFECT OF TRANSFER. Any Assignee or other transferee of an
interest in the Partnership shall take subject to the restrictions and
conditions to assignment imposed by this Article.


                                   ARTICLE IX

                                   LIQUIDATION

      SECTION 9.01. LIQUIDATION DETERMINATION. In the event of dissolution where
continuation of the Partnership is not provided for, the Partnership shall be
liquidated. For purposes of this Article IX, liquidation for tax purposes shall
occur upon the earlier of the date upon which the Partnership is terminated
under Code Section 708(b)(1) or the date upon which the Partnership ceases to be
a going concern (even though it may continue in existence for the purpose of
winding up its affairs, paying its debts, and distributing any remaining balance
to the Partners).


                                       19
   20
      SECTION 9.02. ALLOCATION OF LIQUIDATION PROCEEDS.

      (a)   Upon liquidation of the Partnership, the proceeds shall be applied
and distributed in the following manner and order of priority:

            (i)   to the payment of liabilities of creditors other than Partners
                  and to the expenses of liquidation;

            (ii)  to the setting up of any reserves which the General Partner
                  determines reasonably necessary for any contingent liabilities
                  of the Partnership or of any Partner arising out of or in
                  connection with a Partnership liability, which revenues shall
                  be paid over by the General Partner to an escrow agent or
                  shall be held for the purpose of disbursing such reserves in
                  payment of any such contingent liabilities and, at the
                  expiration of such period as the General Partner shall deem
                  advisable, the balance of which shall be distributed as
                  otherwise provided in this section;

            (iii) to the payment of any liabilities to the Partners (other than
                  Capital Accounts), arising out of or in connection with a
                  Partnership liability, or if the amount available for such
                  payment is insufficient, a pro rata portion thereof; and

            (iv)  the remainder to the Partners in accordance with Article IV of
                  this Agreement.

      (b)   Liquidation proceeds shall be distributed within the time limits
required by the Code.

      SECTION 9.03. LIQUIDATION PROCEDURE. A reasonable time, as determined by
the General Partner, from the date of an event of dissolution shall be allowed
for the orderly liquidation of the assets of the Partnership and the discharge
of its liabilities. Upon the completion of dissolution in accordance with the
terms hereof, the Partnership shall terminate and the General Partner shall
execute, acknowledge and cause to be filed a certificate of cancellation of the
Partnership whereupon it shall cease to exist in all respects. In the event of a
dissolution of the Partnership, liquidation of the assets of the Partnership and
discharge of its liabilities may be carried out by a liquidation trustee or
receiver, who shall be a bank or trust company or other Person or firm having
experience in managing, liquidating or otherwise handling property of the type
then owned by the Partnership. Such liquidating trustee or receiver shall be
designated by the General Partner. A liquidation trustee shall be not personally
liable for the debts of the Partnership but otherwise shall have such
obligations and authorities as are given the General Partner pursuant to this
Agreement or as may be agreed upon between the Partners and said liquidation
trustee.


                                       20
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                                    ARTICLE X

                   PAYMENTS TO GENERAL PARTNER AND AFFILIATES

      SECTION 10.01. PARTNERSHIP EXPENSES. The Partnership shall pay all
expenses (which expenses shall be billed directly to the Partnership) of the
Partnership which may include, but are not limited to: (i) all costs of
personnel employed by the Partnership and involved in the business of the
Partnership, (ii) all costs of borrowed money and taxes applicable to the
Partnership, (iii) legal, audit, accounting, brokerage and other fees, (iv)
printing, engraving and other expenses and taxes incurred in connection with the
issuance, distribution, transfer, registration and recording of documents
evidencing ownership of an interest in the Partnership or in connection with the
business of the Partnership, (v) fees and expenses paid to independent
contractors, brokers, consultants and other agents, (vi) the cost of any
insurance required in connection with the business of the Partnership, (vii)
expenses of organizing, revising, amending, converting, modifying or terminating
the Partnership, (viii) expenses in connection with distributions made by the
Partnership to, and communications and bookkeeping and clerical work necessary
in maintaining relations with the Limited Partners, including the cost of
preparation of consents, (ix) expenses in connection with preparing reports
required to be furnished to the Limited Partners for investor, tax reporting or
other purposes, or which reports the General Partner deems the furnishing
thereof to the Limited Partners to be in the best interests of the Partnership,
(x) costs of any accounting, statistical or bookkeeping equipment necessary for
the maintenance of the books and records of the Partnership, and (xi) the cost
of preparation and dissemination of the informational material and documentation
relating to potential sale, refinancing or other disposition of Partnership
assets.


                                   ARTICLE XI

                                  MISCELLANEOUS

      SECTION 11.01. NOTICE. All notices, elections, consents and approvals
under this Agreement shall be in writing, and shall be effectively given to any
Partner if delivered to the Partner or if mailed by certified mail, return
receipt requested, to such Partner at the address provided to the Partnership.
Any Partner may change his or its address for notice by giving notice of such
change to the General Partner.

      SECTION 11.02. CONSTRUCTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana. In the event any
laws, rules, or regulations applicable to the Partnership require any Partner,
or any group or class thereof, to have certain rights, options, privileges, or
consents not granted by the terms of this Agreement, then such Partners shall
have and enjoy such rights, options, privileges, and consents so long as (but
only so long as) the existence thereof does not result in a loss of the
limitation on liability enjoyed by any other Limited Partner under the Act or
the applicable laws of any other jurisdiction.


                                       21
   22
      SECTION 11.03. ASSIGNS AND SUCCESSORS IN INTEREST. Except as otherwise
provided herein, this Agreement shall be binding upon and shall run for the
benefit of the parties executing this Agreement, and the personal
representatives, heirs, legatees, devisees, assigns and successors in interest
of the Partners.

      SECTION 11.04. ASSIGNMENT. No Partner to this Agreement may assign its
Partnership interest or any right therein to any other Person except with the
express written consent of the other Partners or as otherwise provided in this
Agreement. However, in the event of any assignment of a Partnership interest in
accordance with the provisions of this Agreement, the Partners agree to execute
such documents as may be necessary to effectuate such change, including required
changes to this Agreement and the Certificate described in Section 11.06.

      SECTION 11.05. AMENDMENT.

      (a)   The General Partner, without obtaining the consent of the Limited
Partners, may amend this Agreement at any time, in its sole and exclusive
discretion, but only to reflect:

            (i)   a change in the name of the Partnership;

            (ii)  a change in the principal place of business of the
                  Partnership;

            (iii) the admission, substitution, termination, or withdrawal of
                  Partners in accordance with this Agreement;

            (iv)  a change in address of any Partner;

            (v)   a change that is (A) of an inconsequential nature and does not
                  adversely affect any Limited Partner or any Assignees in any
                  material respect, or (B) required or contemplated by this
                  Agreement;

            (vi)  a change in any provision of this Agreement which requires any
                  action to be taken by or on behalf of the General Partner or
                  the Partnership pursuant to the requirements of applicable law
                  if the provisions of applicable law are amended, modified, or
                  revoked so that the taking of such action is no longer
                  required; or

            (vii) any other amendments similar to the foregoing.

The authority set forth in subsection (vi) shall specifically include the
authority to make such amendments to this Agreement and to the Certificate of
Limited Partnership as the General Partner deems necessary or desirable in the
event the Act is amended to eliminate or change any provision now in effect.


                                       22
   23
      (b)   This Agreement may be otherwise amended upon the consent of both the
General Partner and the Limited Partners owning at least a majority of the
Percentage Shares owned by all Limited Partners.

      SECTION 11.06. CERTIFICATE OF LIMITED PARTNERSHIP. The Partnership shall
file a Certificate of Limited Partnership in such office or offices in such
jurisdiction or jurisdictions where such a filing is required by applicable law
or deemed desirable by the General Partner. In the event of any change requiring
the cancellation or amendment of such certificate under the Act or such other
applicable law, the General Partner shall cause the certificate to be cancelled
or amended in accordance with law by an appropriate filing, without the
necessity of first obtaining the prior consent of the Limited Partners.

      SECTION 11.07. FURTHER ASSURANCES. The Partners will execute and deliver
such further instruments and do such further acts and things as may be necessary
to carry out the intent and purpose of this Agreement.

      SECTION 11.08. WARRANTIES OF REPRESENTATIVES. Each Person executing this
Agreement on behalf of a party hereto represents and warrants that he has been
fully empowered to execute this Agreement, and that all necessary action for the
execution of this Agreement has been taken.

      SECTION 11.09. COMPUTATION OF TIME. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall not be included. The last day of
the period so computed shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall run until the end of the next day
that is not a Saturday, Sunday or legal holiday.

      SECTION 11.10. IDENTIFICATION OF OWNERS. If any governmental agency
requires reporting or disclosure of ownership, control or financial condition,
each Partner and Assignee shall, upon request of the General Partner, promptly
submit to the General Partner a list showing the name and address of all Persons
having any direct, indirect or beneficial ownership of such Partner or Assignee,
together with such Person's ownership interest.

      SECTION 11.11. CAPTIONS. Article titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision hereof.

      SECTION 11.12. IDENTIFICATION. Whenever the singular number is used in
this Agreement and when required by the context, the same shall include the
plural; and the masculine gender shall include the feminine and neuter genders.

      SECTION 11.13. COUNTERPARTS. This Agreement may be executed in any number
of counterparts or by separate signature pages identified as such and all of
such counterparts or signature pages shall for all purposes constitute an
agreement binding on the parties hereto, notwithstanding that all parties are
not signatory to the same counterpart or signature page.


                                       23
   24
      SECTION 11.14. PARTNERS' CAPABILITY. Anything in this Agreement to the
contrary notwithstanding, no Partner, or any Assignee of the interests thereof,
shall be a Person or organization prohibited by law from becoming such. Any
assignment of an interest in the Partnership to any Person or organization not
meeting such standard shall be void and ineffective and shall not bind the
Partnership.

      SECTION 11.15. SEVERABILITY. If any provision of this Agreement shall be
declared invalid or unenforceable, the remainder of this Agreement will continue
in full force and effect so far as the intent of the parties can be carried out.

      SECTION 11.16. LIMITATION ON BENEFITS OF THIS AGREEMENT. It is the
explicit intention of the Partners that no Person other than the Partners and
the Partnership (and, to the extent provided in Section 3.08, the Persons
entitled to be indemnified thereunder) is or shall be entitled to bring any
action by or on behalf of the Partnership to enforce any provision of this
Agreement against any Partner (or its successors and assigns) or the
Partnership, and that the covenants, undertakings, and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable only
by, the Partners (or their respective successors and assigns as permitted
hereunder) and the Partnership (and, to the extent provided in Section 3.08, the
Persons entitled to be indemnified thereunder).

      SECTION 11.18. APPROVAL OR CONSENT. Except as otherwise provided herein,
any approval or consent required in this Agreement by Partners shall be deemed
given upon the affirmative vote at a meeting, or the execution of a written
ballot or consent form indicating consent, by Partners owning at least a
majority of the Percentage Shares owned by all Partners required so to consent
to or approve the matter. The terms "consent" and "approve" have the same
meanings in this Agreement and shall be interchangeable for purposes of applying
the Act.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Limited Partnership this 1st day of March, 1998.

                                    GENERAL PARTNER:

                                    EMMIS BROADCASTING CORPORATION


                                    By:  /s/ Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President


                                       24
   25
                                    LIMITED PARTNERS:

                                    EMMIS FM BROADCASTING
                                    CORPORATION OF INDIANAPOLIS

                                    By:  /s/ Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President

                                    EMMIS FM RADIO CORPORATION
                                    OF INDIANAPOLIS

                                    By:  /s/ Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President

                                    EMMIS AM RADIO CORPORATION
                                    OF INDIANAPOLIS

                                    By:  /s/ Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President

                                    EMMIS 1310 AM RADIO CORPORATION
                                    OF INDIANAPOLIS

                                    By:  /s/ Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President

                                    EMMIS 105.7 FM RADIO CORPORATION
                                    OF INDIANAPOLIS

                                    By:  /s/  Norman H. Gurwitz
                                       -----------------------------------------
                                        Norman H. Gurwitz, Executive Vice
                                        President


                                       25
   26
                                    EXHIBIT A

                          PARTNERS AND THEIR INTERESTS



                                            PERCENTAGE
PARTNER                                        SHARE
                                         
General Partner:

Emmis Broadcasting Corporation                   1%

Limited Partners:

Emmis FM Broadcasting Corporation
of Indianapolis                                 35%

Emmis FM Radio Corporation
of Indianapolis                                 11%

Emmis AM Radio Corporation
of Indianapolis                                 40%

Emmis 1310 AM Radio Corporation
of Indianapolis                                  2%

Emmis 105.7 FM Radio Corporation
of Indianapolis                                 11%


                                       26

EX-3.23

   1
                                                                    Exhibit 3.23


                   CERTIFICATE OF INDIANA LIMITED PARTNERSHIP
                                       OF
                           EMMIS INDIANA RADIO, L. P.


         Pursuant to the provisions of the Indiana Revised Uniform Limited
Partnership Act, IC 23-16, et seq., the undersigned general partner hereby signs
and files this certificate of limited partnership on behalf of the above-named
limited partnership:

1.       The name of the limited partnership is:

                           EMMIS INDIANA RADIO, L. P.

2.       The address of the office at which the records required by IC
         23-16-2-3(a) are to be kept is:

                           950 North Meridian Street, Suite 1200
                           Indianapolis, Indiana 46204

3.       The name and Indiana business address of its registered agent is:

                           David L. Wills
                           2700 First Indiana Plaza
                           135 N. Pennsylvania Street
                           Indianapolis, Indiana 46204

4.       The name and business address of the general partner is:

                           Emmis Broadcasting Corporation
                           950 North Meridian Street, Suite 1200
                           Indianapolis, Indiana 46204

5.       This certificate is effective on March 1, 1998.

6.       The latest date upon which the limited partnership is to dissolve is
         December 31, 2047.

         Executed by the general partner as of the 16th day of February, 1998.

                                 EMMIS BROADCASTING CORPORATION
                                 General Partner

                                 By:  /s/ Norman H. Gurwitz
                                     -------------------------------------------
                                     Norman H. Gurwitz, Executive Vice President
   2
               AMENDED CERTIFICATE OF INDIANA LIMITED PARTNERSHIP
                                       OF
                            EMMIS INDIANA RADIO, L.P.


         Pursuant to the provisions of the Indiana Revised Uniform Limited
Partnership Act, IC 23-16, the undersigned general partner hereby amends the
Certificate of Limited Partnership as follows:

1.       The name of the limited partnership is Emmis Indiana Radio, L.P.

2.       The initial Certificate of Limited Partnership was filed on March 1,
         1998.

3.       The Certificate of Limited Partnership is amended to reflect the change
         of the name of the Limited Partnership as follows:

         "The name of the Limited Partnership is: Emmis Indiana Broadcasting,
         L.P."

4.       The latest date upon which the limited partnership is to dissolve shall
         remain December 31, 2047.

5.       The name and address of the registered agent for the Limited
         Partnership shall remain David L. Wills, 2700 First Indiana Plaza, 135
         North Pennsylvania Street, Indianapolis, Indiana 46204.

6.       This amendment of Certificate of Limited Partnership is effective on
         the filing date.

         Dated: June 10, 1998

                                                Emmis Broadcasting Corporation,
                                                General Partner


                                                By: /s/ Norman H. Gurwitz
                                                   --------------------------
                                                    Norman H. Gurwitz, Secretary

EX-3.24

   1
                                                                    Exhibit 3.24

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                             EMMIS PUBLISHING, L.P.

           The undersigned hereby enter into and agree as provided in the
following Agreement of Limited Partnership (the "Agreement").

                                    ARTICLE I

                               GENERAL PROVISIONS

           SECTION 1.01. NAME. The name of the Partnership is Emmis Publishing,
L.P. (the "Partnership").

           SECTION 1.02. PLACE OF BUSINESS. The principal business office of the
Partnership shall be 950 North Meridian Street, Suite 1200, Indianapolis,
Indiana 46204, or at such location as may be selected from time to time by the
General Partner.

           SECTION 1.03. TERM. The term of the Partnership shall extend until
December 31, 2047, unless sooner terminated as hereinafter provided.

           SECTION 1.04. DEFINITIONS. The following terms have the following
meanings herein:

           "ACT" means the Indiana Revised Uniform Limited Partnership Act, as
now or hereafter amended.

           "AFFILIATE" means a Person who, with respect to another person,
directly or indirectly controls, is controlled by or is under common control
with such other Person.

           "ASSIGNEE" means a Person who has acquired a direct beneficial
interest in the Partnership but who has not become a Substituted Partner.

           "ASSIGNMENT" means, for purposes of Articles VII and VIII with regard
to interests in the Partnership, any sale, assignment, transfer, pledge,
encumbrance or other disposition of, or the granting of a security interest in,
such an interest, including without limitation a transfer in connection with a
dissolution, merger, consolidation or similar action of a Partner.

           "BANKRUPTCY" means, with respect to a Person, the happening of any of
the following:

                     (A)       The entry by a court or governmental agency
                               having jurisdiction in the premises of a decree
                               or order for relief in respect of the Person in
                               an involuntary case under any applicable
                               bankruptcy, insolvency or similar law now or
                               hereafter in effect or appointing a receiver,
                               liquidator, assignee, custodian, trustee,
                               sequestrator or similar official of such Person,
                               or for any substantial part of such Person's
                               property or ordering the winding up or
                               liquidation of such Person's
   2
                                 affairs, and such decree or order remaining
                                 unstayed and in effect for a period of sixty
                                 (60) consecutive days; or

                      (B)        The commencement by the Person of a voluntary
                                 case under any applicable bankruptcy,
                                 insolvency or other similar law now or
                                 hereafter in effect, or the consent by such
                                 Person to the entry of an order for relief in
                                 an involuntary case under any such law; or

                      (C)        The consent by the Person to the appointment or
                                 taking possession by a receiver, liquidator,
                                 assignee, custodian, trustee, sequestrator or
                                 similar official of any substantial part of
                                 such Person's property, or the filing of a
                                 pleading in any court of record admitting in
                                 writing the inability of the Person to pay his,
                                 her or its debts as they become due; or

                      (D)        The making by the Person of a general
                                 assignment for the benefit of creditors.

           "CAPITAL ACCOUNT" means, with respect to any Partner, an amount equal
to the sum of:

                      (A)        the amount of cash such Partner has contributed
                                 to the Partnership (including any contribution
                                 pursuant to Section 4.01),

                      (B)        the fair market value of any property such
                                 Partner has contributed to the Partnership (net
                                 of any liabilities secured by such contributed
                                 property that the Partnership is considered to
                                 assume or take subject to under Code Section
                                 752) as a Capital Contribution, and

                      (C)        the amount of Profits allocated to such Partner
                                 and any items in the nature of income or
                                 Profits that are specifically allocated to such
                                 Partner pursuant to Sections 4.05 and 4.06;

           reduced by the sum of:

                      (W)        the amount of Losses allocated to such Partner
                                 and any items in the nature of expenses or
                                 losses that are specifically allocated to such
                                 Partner pursuant to Sections 4.05 and 4.06;

                      (X)        the amount of all cash distributed to such
                                 Partner, and

                      (Y)        the fair market value of any property
                                 distributed to such Partner (net of any
                                 liabilities secured by such distributed
                                 property that such Partner is considered to
                                 assume or take subject to under Code Section
                                 752);

                                       2
   3
subject, however, to such other adjustments as may be required under the Code
and Treasury Regulations, including, but not limited to, increases or decreases
to reflect a revaluation of Partnership property on the Partnership*s books in
accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f).
Generally, a transferee of a Partnership interest shall succeed to the Capital
Account relating to the Partnership interest transferred. The Capital Account is
to be determined and maintained at all times in strict accordance with all of
the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital
Account of a Partner may, under certain circumstances, be an amount less than
zero. The Assignee of Record or Substituted Partner to whom a Partnership
interest is transferred shall succeed to the Capital Account attributable to the
Partnership interest (or portion thereof) transferred.

           "CAPITAL CONTRIBUTION" means the total amount of cash or other
consideration contributed to the Partnership by each Partner pursuant to Section
4.01.

           "CAPITAL TRANSACTION" means the sale, exchange, refinancing or other
disposition of all or any substantial part of the property of the Partnership,
or any interest therein (with the exception of the sale of personal property or
fixtures because of replacement or obsolescence), or casualty damage to, or
condemnation of, all or any substantial part of the property of the Partnership,
or any interest therein (other than the proceeds of any business or rental
interruption insurance), but not including the grant of an interest as security
in or any encumbrance of the property of the Partnership, or any interest
therein.

           "CODE" means the Internal Revenue Code of 1986, as in effect on the
date of this Agreement, or as may hereafter be amended or supplemented.

           "DEPRECIATION" means for each fiscal year or other period, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Partnership asset is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of such asset pursuant to Section
1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations,
depreciation, amortization, or other cost recovery deductions shall be computed
for book purposes with respect to such asset pursuant to Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

           "DISTRIBUTABLE CASH" means for any fiscal period the total operating
and investment revenues of the Partnership, reduced by (i) operating expenses
requiring the expenditure of cash by the Partnership (to the extent not paid
from reserves); (ii) debt amortization; (iii) management fees and administration
fees; (iv) taxes, interest expense, repayment of loans outstanding pursuant to
Section 3.10 and any other items reasonably determined by the General Partner to
be necessary for the operations of the Partnership (to the extent not paid from
reserves); and (v) reasonable additions to other reserves for working capital,
contingencies and anticipated expenses, as determined by the General Partner.
"Distributable Cash" does not include the proceeds of the sale, refinancing,
exchange, condemnation or destruction (including insurance or condemnation
proceeds in excess of amounts required to be applied to restore or replace the
insured or condemned property other than the proceeds of any business or rental
interruption

                                       3
   4
insurance) or other disposition of all or any substantial part of the
Partnership's property or any interest therein in a Capital Transaction.
Distributable Cash shall be determined separately for each fiscal period of the
Partnership.

           "DISTRIBUTION" means any cash or property distributed to a Partner
arising from its interest in the Partnership.

           "GENERAL PARTNER" means the Person specified as such in Exhibit A.

           "LIMITED PARTNER" means (i) each Person specified as such on Exhibit
A to this Agreement and (ii) successors who have complied with the requirements
of Article VIII and who have been accepted as substitute limited partners
pursuant to Section 8.04.

           "LIMITED PARTNER CONSENT" means the approval or consent in writing of
a majority in interest of the Limited Partners, measured by their respective
Percentage Shares compared to the total Percentage Shares held by all Limited
Partners.

           "OUTSTANDING CAPITAL CONTRIBUTION" of a Partner means the amount of
all cash contributed by the Partner to the capital of the Partnership, reduced
(but not below zero) by all cash distributed to the Partner as a result of a
Capital Transaction.

           "PARTNER" means a General Partner or a Limited Partner.

           "PARTNERSHIP" means the partnership governed by this agreement of
limited partnership.

           "PERCENTAGE SHARE" means with respect to each Partner the percentage
specified as such for that Partner in Exhibit A to this Agreement.

           "PERSON" means an individual, firm, partnership, corporation, estate,
trust, pension or profit-sharing plan or other entity.

           "PROFITS" and "LOSSES" mean, for each fiscal year or other period, an
amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

           (i)        Any income of the Partnership that is exempt from federal
                      income tax and not otherwise taken into account in
                      computing profits or losses pursuant to this Section 1.04
                      shall be added to such taxable income or loss;

           (ii)       Any Code Section 705(a)(2)(B) Expenditures not otherwise
                      taken into account in computing profits or losses pursuant
                      to this Section 1.04 shall be subtracted from such taxable
                      income or loss;

                                       4
   5
           (iii)      In the event any asset of the Partnership is distributed
                      to any Partner or sold by the Partnership, the difference
                      on such date between (a) the gross fair market value
                      (determined by agreement of the Partners or, if they
                      cannot agree, by arbitration in accordance with the then
                      current rules of the American Arbitration Association) and
                      (b)(i) the adjusted basis of the asset for federal income
                      tax purposes, or (2) if the asset is reflected on the
                      books of the Partnership at a book value that differs from
                      the adjusted tax basis of such asset pursuant to Treasury
                      Regulations Section 1.704-1(b)(2)(iv)(d) or
                      1.704-1(b)(2)(iv)(f), the gross fair market value on the
                      date of the contribution of the asset to the Partnership
                      or the gross fair market value of the asset on the date of
                      the asset*s revaluation on the Partnership*s books, as the
                      case may be (as determined by the General Partner) less
                      Depreciation, shall be taken into account as gain or loss
                      from the disposition of such asset for purposes of
                      computing Profits or Losses;

           (iv)       In lieu of the depreciation, amortization, and other cost
                      recovery deductions taken into account in computing such
                      taxable income or loss, there shall be taken into account
                      Depreciation for such fiscal year or other period; and

           (v)        Notwithstanding anything to the contrary in the definition
                      of the term "Profits and Losses", any items which are
                      specially allocated pursuant to Sections 4.05 and 4.06
                      shall not be taken into account in computing Profits and
                      Losses.

           "SUBSTITUTED PARTNER" means an Assignee or other Person, who becomes
a Partner pursuant to Article VIII.

           "TAX MATTERS PARTNER" means the General Partner, or any successor
thereto appointed by the General Partner.

           "TREASURY REGULATIONS" mean the income tax regulations promulgated
under the Code as in effect on the date of this Agreement, or as hereafter
amended or supplemented (including corresponding provisions of such succeeding
regulations).

           Such terms shall be used either in the singular or plural and may be
referred to in any gender as required by the context.

                                       5
   6
                                   ARTICLE II

                               MEMBERS AND STATUS

           SECTION 2.01. THE PARTNERS. The Partners of the Partnership shall
consist of and be divided into two classes, with the General Partner as general
partner and the Limited Partner as limited partner.

           SECTION 2.02. ADDITIONAL PARTNERS. Additional general or limited
partners may be admitted from time to time by approval of the General Partner or
as otherwise provided in this Agreement except that the admission of such
additional partners shall not diminish the Percentage Share of any Partner in
the Partnership unless otherwise agreed by the Partner whose Percentage Share is
diminished.

           SECTION 2.03. LIABILITY OF GENERAL PARTNER. The General Partner shall
have unlimited liability for the repayment, satisfaction and discharge of the
obligations of the Partnership to third parties dealing with the Partnership as
prescribed by law, except for non-recourse obligations which exculpt the
Partnership from liability. The General Partner is not liable to the Partnership
and the Limited Partners (i) for return of the Capital Contribution or any
portion thereof of any Limited Partner, (ii) on account of any disallowance or
adjustment by a taxing authority of deductions or credits in Partnership income
tax returns, (iii) on account of any failure by the Partnership to achieve any
forecasted financial return or (iv) for any action or omission to act not
constituting willful misconduct or gross negligence.

           SECTION 2.04. LIMITATION UPON LIABILITY OF LIMITED PARTNERS. The
personal liability of each Limited Partner to the Partnership (except as
provided in Section 4.01), to the General Partner, to the creditors of the
Partnership or to any other third party for the losses, debts or liabilities of
the Partnership shall be limited to the amount of its Capital Contribution which
has not theretofore been returned to it as a Distribution (including a
Distribution upon liquidation). Distributions to a Limited Partner shall first
be deemed a return of its Capital Contribution for purposes of the foregoing
sentence. A Limited Partner shall not at any time be liable or held accountable
to the Partnership, to the other Partners, to the creditors of the Partnership
or to any other third party for or on account of any negative balance in its
Capital Account.


                                   ARTICLE III

                   SCOPE OF PARTNERSHIP AND MODE OF OPERATION

           SECTION 3.01. SCOPE OF PARTNERSHIP. The specific purpose of the
Partnership is to engage in the business of radio broadcasting and publishing.
The general purposes of the Partnership are to do each and every thing
necessary, suitable or proper for the accomplishment of the specific purpose or
the attainment of any one or more of the objects herein enumerated, either
alone, or in association with, or as agent or representative for, other
corporations (whether public, governmental or private), partnerships,
individuals, or entities, or to accomplish any other

                                       6
   7
lawful business whatsoever, or which shall at any time appear conducive to or
expedient for the protection or benefit of the Partnership.

           SECTION 3.02. POWERS OF THE PARTNERSHIP. The Partnership shall have
all the powers permitted by law which are necessary or desirable in carrying out
the purposes and business of the Partnership, including, but not limited to, the
following powers:

           (a) To borrow or raise money for any of the purposes of the
Partnership, and from time to time, without limitation as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures, evidences of indebtedness and other
instruments, and to secure the payment thereof, and the interest thereon, in any
manner, including without limitation by mortgage on, or pledge, conveyance or
assignment in trust of, the whole or any part of the assets of the Partnership,
real, personal or mixed, including contract rights and options, whether at the
time owned or thereafter acquired, and future earnings, and to sell, pledge or
otherwise dispose of such securities or other obligations of the Partnership for
the furtherance of its purpose.

           (b) To act in any state or nation in which the Partnership may
lawfully act, for itself or as principal, agent or representative for any
individual, association, partnership, corporation or legal entity, respecting
business of the Partnership.

           (c) To enter into, make, amend, perform and carry out, or cancel and
rescind, contracts and other obligations for any lawful purpose pertaining to
the business of the Partnership.

           (d) To apply for, register, obtain, purchase or otherwise acquire
trademarks, trade names, labels and designs relating to or useful in connection
with any business of the Partnership, and to use, exercise, develop and license
the use of the same.

           (e) To employ, on behalf of the Partnership, legal counsel, financial
counsel, accountants, professional advisors, Persons or entities for the
operation and management of the business of the Partnership.

           (f) To establish accounts and deposits and maintain funds in the name
of the Partnership in banks or other financial institutions and to invest funds
of the Partnership temporarily when not required for operation of its properties
or distribution to the Partners, in short-term debt obligations, including
obligations of federal and state governments, commercial paper and certificates
of deposit of banks and other financial institutions.

           (g) To pay or reimburse any and all actual fees, costs and expenses
incurred in the formation and organization of the Partnership.

           (h) To do all acts which are necessary, customary or appropriate for
the protection and preservation of the Partnership's assets, including the
establishment of reserves.

                                       7
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           (i) To loan money to, borrow money from and engage in transactions
with Affiliates, subject to Section 3.06.

           (j) To compromise, submit to arbitration, sue on, or defend claims in
favor of or against the Partnership.

           (k) In general, to exercise all of the general rights, privileges and
powers permitted to be had and exercised by the provisions of the Act.

           SECTION 3.03. MANAGEMENT OF THE PARTNERSHIP. The business and affairs
of the Partnership shall be managed by the General Partner, who may exercise the
powers specified in Section 3.02 on behalf of the Partnership, subject to the
restrictions in Section 3.04(b).

           SECTION 3.04.  LIMITATION ON POWERS.

           (a)       As between the Partners, no Partner shall:

                      (1)        Use the Partnership name or assets in any way
                                 except for the transaction of legitimate
                                 Partnership business or do any act in
                                 contravention of this Agreement; or

                      (2)        Impart to any other person any information
                                 concerning the financial statements or
                                 operations of the Partnership except as may be
                                 necessary to carry on the business of the
                                 Partnership or the General Partner or as may be
                                 approved by the Partners or as may be required
                                 by the Act, the Code, Treasury Regulations,
                                 state or local tax laws, or other applicable
                                 laws or regulations or orders of a court of
                                 competent jurisdiction; or

                      (3)        Do any act which would make it impossible to
                                 carry on the business of the Partnership.

           SECTION 3.05. NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS.
Except as specifically provided in this Agreement, the Limited Partners as such
shall not participate in the control or management of the business of the
Partnership, nor act for and on behalf of the Partnership in any manner
whatsoever.

           SECTION 3.06.  DEALINGS WITH RELATED ENTITIES.

           (a) The General Partner or any Affiliate of the General Partner may
contract or otherwise deal with the Partnership for the purchase or sale of
goods, property or services or for other purposes, and the Partnership shall
have the power to so contract or deal, provided that (i) the compensation paid
for and the terms of the transaction for such goods, services or property is
comparable to compensation charged and terms provided for similar goods,
services or property in an arms-length transaction, (ii) any goods, services or
property furnished to or acquired by the Partnership are in furtherance of the
Partnership business, and (iii) any material transaction

                                       8
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between the General Partner or any Affiliate and the Partnership is fully
disclosed in writing to the Limited Partners upon request. The validity of any
transaction, agreement, or payment involving the Partnership and an Affiliate
otherwise permitted by this Agreement shall not be affected by reason of the
relationship between the General Partner and the Affiliate or the approval of
the transaction, agreement or payment by the General Partner, which is otherwise
interested in or related to the Affiliate.

           (b) If the General Partner is employed by or retained by the
Partnership in any capacity, compensation to such General Partner shall be
deemed to be for services rendered not in the General Partner's capacity as a
member of the Partnership, and it shall be treated for federal income tax
purposes as a payment described by either Section 707(a) or 707(c) of the Code.

           SECTION 3.07. OTHER BUSINESS. Nothing contained in this Agreement
shall in any way or manner prohibit or restrict the right or freedom of any
Partner, any Affiliate of any Partner or any other Person to conduct or
participate in any business or activity individually or as a partner,
shareholder or owner of any partnership, corporation or other entity other than
the Partnership without any obligation or accountability to the Partnership or
any other Partner, even if such business or activity competes with the business
of the Partnership; and any entity which includes as a partner, shareholder or
other owner a Partner, any Affiliate or any other Person shall have the right at
any time to own and operate any business whatsoever other than the business of
the Partnership, either individually or with one or more parties, and shall not
be required to obtain the consent thereto by any other Partner or offer to any
other Partner or the Partnership a participation therein.

           SECTION 3.08. INDEMNIFICATION. Each Person now or in the future a
General Partner or an officer, director, general partner, member, trustee or
Affiliate of a General Partner (and such Person's successors and assigns) shall
be indemnified by the Partnership against expenses (including, but not limited
to, attorneys' fees, related disbursements and removal of any liens affecting
any property of the indemnitee), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by such Person in connection with
any action, suit or proceeding to which such Person may be made a party by
reason of being, or having been, a General Partner or an officer, director,
general partner, member, trustee or Affiliate of a General Partner, or such
Person's successor or assign (whether or not continuing to be such at the time
of incurring such expense), if such Person acted in good faith and in a manner
reasonably believed to be in and not opposed to the best interests of the
Partnership, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Any such indemnification
shall be limited to the assets of the Partnership and shall not impose any
personal liability upon any Partner. This provision is intended to provide such
indemnification as is permitted under Indiana law; it shall not operate to
indemnify any person in any case in which such indemnification is for any reason
contrary to law.

           SECTION 3.09. TIME TO BE DEVOTED TO BUSINESS. The General Partner
shall devote such time to the Partnership's business as the General Partner, in
its sole discretion, shall deem to be necessary to manage and supervise the
Partnership's business and affairs in an efficient manner.

                                       9
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Nothing in this Agreement shall preclude the employment, at the expense of the
Partnership, of any agent or third party to manage or provide other services
with respect to the Partnership's business, subject to the control of the
General Partner.

           SECTION 3.10. LOANS TO THE PARTNERSHIP. In the event that additional
funds are required by the Partnership, the General Partner (or any Affiliate
thereof) may, at its option, loan such funds to the Partnership. Each such loan
shall be made upon terms and conditions substantially equivalent to those upon
which a commercial lending institution would make such a loan to an entity with
financial and business characteristics similar to the Partnership.

           SECTION 3.11. REIMBURSEMENT OF EXPENSES. The Partnership shall
reimburse the General Partner for all out-of-pocket expenses reasonably incurred
by the General Partner or its partners, members, officers, employees or agents
in performing the duties of the General Partner under this Agreement.

           SECTION 3.12. APPOINTMENT AND POWER OF GENERAL MANAGER AND ASSISTANT
GENERAL MANAGER.

           (a) The General Partner may in its discretion appoint (or remove) a
general manager or an assistant general manager of the Partnership in accordance
with the provisions of this Section. Either of the General Manager or the
Assistant General Manager acting alone shall have full power and authority to
execute any and all documents on behalf of the Partnership including, but not
limited to, contracts, notes, mortgages, deeds and leases for and on behalf of
the Partnership, which, when so executed and delivered, shall be binding upon
the Partnership. Any responsibility or power specifically given to the General
Manager herein may be performed by the Assistant General Manager if the General
Manager is unavailable or unable to do so. Any person, firm or corporation
dealing with the Partnership may rely on the authority of the General Manager or
Assistant General Manager as outlined herein and need not inquire into the
authority of such person.

           (b) The General Partner may remove such appointees and appoint (or
remove) any other person as General Manager and Assistant General Manager by
giving written notice thereof to the Partners, provided, however, any person,
firm or corporation may rely on the certification of the General Partner as to
who the General Manager or Assistant General Manager of the Partnership are and
need not inquire further.

           (c) The General Manager and the Assistant General Manager shall not
be personally liable for any liabilities or obligations of the Partnership as a
result of holding the positions of General Manager or Assistant General Manager.

                                       10
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                                   ARTICLE IV

                         CAPITAL CONTRIBUTIONS, PROFITS
                          AND LOSSES AND DISTRIBUTIONS

           SECTION 4.01.  CAPITAL CONTRIBUTIONS.

           (a) The total Capital Contribution of the General Partner shall be as
specified in Exhibit A, payable upon execution of this Agreement.

           (b) The total Capital Contribution of the Limited Partners shall be
as specified in Exhibit A, payable upon execution of this Agreement.

           (c) From and after the date hereof, except as provided in this
Section, the Partners shall not be obligated to make further contributions to
the Partnership.

           SECTION 4.02. DISTRIBUTABLE CASH DISTRIBUTIONS. Distributable Cash
for each fiscal year shall be determined and distributed annually to the
Partners prior to each March 31, computed for the period ended the previous
December 31. All Distributable Cash shall be distributed for the fiscal year.
Distributions of Distributable Cash shall be made to the Partners according to
their Percentage Shares.

           SECTION 4.03. DISTRIBUTIONS FROM CAPITAL TRANSACTION. The
Partnership's share of the proceeds from a Capital Transaction shall be applied
and distributed in the following order, after adjusting Capital Accounts for all
Distributions under Section 4.02 and all allocations of Profits and Losses:

           (a) To the payment of debts and liabilities of the Partnership deemed
appropriate by the General Partner to pay at that time in the order of priority
as provided by law (other than those to Partners) including the expenses of or
relating to sale, refinancing, exchange, condemnation, destruction or other
disposition;

           (b) To the setting up of such reserves as are reasonably necessary
for any contingent liabilities or obligations of the Partnership or for the
operation of the Partnership, as determined solely by the General Partner in
good faith;

           (c) To the payment of debts and liabilities of the Partnership to the
Limited Partners other than in respect to the Outstanding Capital Contributions
of the Limited Partners;

           (d) To the payment of debts and liabilities of the Partnership to the
General Partner other than in respect of the Outstanding Capital Contributions
of the General Partner; and

           (e) To the Partners in accordance with the positive balances in their
Capital Accounts.

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           SECTION 4.04.  ALLOCATION OF PROFITS AND LOSSES.

           (a) After giving effect to the special allocations set forth in
Sections 4.05 and 4.06 hereof, including chargebacks of minimum gain, for each
fiscal year of the Partnership or portion thereof, all Profits shall be
allocated as follows:

                      (i)        Profits shall first be allocated to the
                                 Partners to offset any net Losses allocated
                                 pursuant to 4.4(b)(ii) below until each
                                 Partner's Capital Account has been brought
                                 equal to zero;

                      (ii)       Profits shall then be allocated to offset any
                                 net Losses allocated pursuant to 4.04(b)(i)
                                 below; and

                      (iii)      Any remaining Profits shall be allocated to the
                                 Partners according to their Percentage Shares.

           (b) For each fiscal year of the Partnership or portion thereof, all
Losses shall be allocated to the Partners as follows:

                      (i)        First, to each Partner having a positive
                                 balance in its Capital Account in the
                                 proportion that such Partner's positive Capital
                                 Account balance bears to the total of all
                                 positive Capital Account balances of Partners
                                 until all such positive Capital Account
                                 balances equal zero; and

                      (ii)       Second, to the Partners according to their
                                 Percentage Shares.

                      (iii)      Notwithstanding (i) and (ii) above, in
                                 accordance with Treasury Regulations Section
                                 1.704-1(b)(2)(ii)(d), the allocation of loss,
                                 deduction or Code Section 705(a)(2)(B)
                                 Expenditures to a Partner shall not exceed the
                                 maximum amount that can be so allocated without
                                 causing a violation of the alternate test of
                                 economic effect.

           (c) In connection with any Capital Transaction treated as an
installment sale, Profits or Losses shall, for purposes of adjusting the
Partners' respective Capital Accounts, be allocated under the foregoing
provisions of this section as though the principal amount of the deferred
obligation were received in full at the time of sale. In connection with any
Capital Transaction properly treated as an installment sale under the Code, the
portion of the Profits or Losses in each installment allocable to a given
Partner shall, for federal income tax purposes, be in proportion to the
Partner's total share of Profits or Losses from the Capital Transaction
allocated to the Partner pursuant to the foregoing provisions of this section.

           (d) For purposes of this section, the determination of a Partner's
Capital Account shall be made without taking into account any liabilities
treated as a contribution of money pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(c) (if the Partnership's payment of

                                       12
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such liabilities would be treated as a distribution of money pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(c)).

           SECTION 4.05.  SPECIAL ALLOCATIONS.

           (a) The Partnership shall make the qualified income offset allocation
required by the alternate test for economic effect under Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

           (b) In the event any Partner has a deficit Capital Account at the end
of any Partnership fiscal year that is in excess of the amount such Partner is
obligated to restore to the Partnership, each such Partner shall be specially
allocated items of Partnership income and gain in the amount of such excess as
quickly as possible.

           (c) The Partnership shall make as appropriate to the Partnership and
the Partners all allocation of nonrecourse deductions and minimum gain
chargebacks in accordance with the Code and Treasury Regulations.

           SECTION 4.06.  CURATIVE ALLOCATIONS.

           (a) Notwithstanding any other provision of this Agreement, the
allocations made pursuant to Section 4.05 hereof shall be taken into account in
allocating other Profits, Losses, and items of income, gain, loss, and deduction
among the Partners so that, to the extent possible, the net amount of such
allocations to each Partner shall be equal to the net amount that would have
been allocated to each such Partner if the allocations made pursuant to Section
4.05 had not occurred.

           (b) The Tax Matters Partner shall have reasonable discretion, with
respect to each Partnership fiscal year, to (i) apply the provisions of this
Sections 4.06 in whatever order is likely to minimize the economic distortions
that might otherwise result from the allocations made pursuant to Section 4.05

           SECTION 4.07. OTHER ALLOCATION RULES. Solely for purposes of
determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Partnership within the meaning of Section 1.752-3(a)(3) of
the Treasury Regulations, such excess nonrecourse liabilities shall be allocated
among the Partners in the manner in which it is reasonably expected (as
determined by the Tax Matters Partner) that the deductions attributed to those
nonrecourse liabilities will be allocated.

           SECTION 4.08. TAX ALLOCATIONS; CODE SECTION 704(C). In the event any
Partnership property is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of such property at the time of
its contribution to the Partnership or its revaluation pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively,
income, gain, loss, and deduction with respect to such property shall, solely
for tax purposes, be allocated among the Partners in the manner required by Code
Section 704(c) and Treasury Regulations Section 1.704-1(b)(4)(i).

                                       13
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           SECTION 4.09. GENERAL PROVISIONS. Whenever a proportionate part of
Partnership Profit or Loss is credited or charged to a Partner's Capital
Account, every item of income, gain, loss, deduction, credit or tax preference
entering into the computation of such Profit or Loss, or applicable to the
period during which such Profit or Loss was realized, shall be considered
credited or charged, as the case may be, to such account in the same proportion;
provided, however, that in the event of an increase or a decrease in the
interest of a Partner at any time after the Partnership's initial fiscal year
other than at the end of a fiscal year of the Partnership, the share of the
Profits and Losses and the net Distributable Cash of the Partnership shall be
allocated among the Persons whose shares are changed in the same ratio as the
number of days in such Partnership fiscal year before and after the date of such
transfer, except that sale Profits and Losses, refinancing proceeds and the
gain, loss and proceeds arising out of other extraordinary transactions shall be
credited to the Person who is a Partner as of the date of such event.

           SECTION 4.10. NO INTEREST ON CAPITAL ACCOUNTS. No Partner shall be
entitled to receive any interest from the Partnership on account of the amount
of such Partner's Capital Account.

           SECTION 4.11. DISTRIBUTION OF PROPERTY. Unless the Partners otherwise
agree, in the event it becomes necessary to make a distribution of Partnership
property in kind, then such property shall be transferred and conveyed to the
Partners, or their assigns, so as to vest in each of them as a tenant-in-common,
a percentage interest in the whole of said property equal to the percentage
interest such Partner would have received had such property not been distributed
in kind.

           SECTION 4.12. RETURN OF CAPITAL CONTRIBUTION. Except as provided in
this Agreement, no Partner shall be entitled to withdraw any part of its Capital
Contribution or to receive any distributions from the Partnership except as
provided by this Agreement. No Partner shall have the right to demand or receive
property other than cash in return for its Capital Contribution; and if upon
dissolution the Partnership property remaining after the payment or discharge of
debts and liabilities of the Partnership is insufficient to return said
contributions, a Limited Partner shall have no recourse against the General
Partner or any other Limited Partner.


                                    ARTICLE V

                   ACCOUNTING, REPORTING AND HOLDING OF ASSETS

           SECTION 5.01. FISCAL YEAR. The fiscal year of the Partnership shall
commence on the 1st day of March and continue through the last day of February.

           SECTION 5.02. ACCOUNTING. The books of account and records of the
Partnership shall be located at such place as may be specified by the General
Partner and shall be kept and maintained on a federal income tax basis. All
assets of the Partnership shall be reflected on the books of the Partnership at
their adjusted basis as determined for the purpose of reporting gain or loss
under the Code.

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   15
           SECTION 5.03. RIGHT TO INSPECTION. Each Partner or such Partner's
duly authorized agent shall at all reasonable times have access to and the right
to inspect and copy any of the books and records of the Partnership.

           SECTION 5.04. HOLDING AND TRANSFER OF ASSETS. All property, real or
personal, owned by the Partnership shall be deemed to be owned by the
Partnership as an entity, and no Partner or Assignee, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, of the General Partner, or of one or more
nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which legal title is held
in its name shall be held in trust by the General Partner for the use and
benefit of the Partnership in accordance with the terms or provisions of this
Agreement. All Partnership assets shall be recorded as the property of the
Partnership on its books and records, without respect to the name in which legal
title to such Partnership assets is held. Any deed, bill of sale, note,
mortgage, contract for sale or other document to which the Partnership is a
party shall be valid and binding upon the Partnership if signed only by the
General Partner, and any Person dealing with the Partnership may fully rely on
the authority granted by this section and shall not be required to make any
inquiry or investigation of the authority of such Person.

           SECTION 5.05. BANK ACCOUNTS. Funds of the Partnership may be
deposited in its name in such bank account or accounts as shall be designated
from time to time by the General Partner. All withdrawals from Partnership
accounts shall be made upon checks signed by or upon the authorization of the
General Partner. The General Partner may designate one or more Persons to sign
checks upon its authorization.

           SECTION 5.06. TAX STATUS; NOTICE OF TAX CONTROVERSY. The Partnership
shall be treated and shall file its tax returns as a partnership for federal,
state and municipal income tax and other tax purposes. If any Partner shall
receive notice of a tax examination of the Partnership by federal, state or
local authorities, such Partner shall immediately give notice thereof to the
other Partners.

           SECTION 5.07. TAX MATTERS PARTNER; TAX ELECTIONS. The Person named in
Section 1.04 as "Tax Matters Partner" is hereby designated as the tax matters
partner of the Partnership under Subchapter C of Chapter 63 as contained in
subtitle F of the Code. All elections permitted to be made by the Partnership
under the Code shall be made by the Tax Matters Partner. Without limiting the
generality of the foregoing, the Tax Matters Partner is authorized to make an
election on behalf of the Partnership under Section 754 of the Code. On or
before February 28 of each year or as soon as practicable thereafter (but prior
to the expiration of any extension for filing of tax returns), the Tax Matters
Partner shall cause to be prepared and distributed to the Partners the
Partnership's federal and state tax returns. Failure of any Partner to object to
the tax return within thirty (30) days after receipt of its K-1 Schedule (or any
substitute or additional form hereafter required by the Code or Treasury
Regulations) shall be deemed to be approval of such tax return as filed.

                                       15
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           SECTION 5.08. TAX MATTERS PARTNER NOT LIABLE. The Tax Matters Partner
shall not be liable to any Partner or the Partnership on account of any action
taken or not taken so long as he shall act in good faith in such capacity.
Without limiting the generality thereof, the Tax Matters Partner shall be deemed
to have acted in good faith in taking any action which benefits Partners holding
at least 50% of the interest in the Partnership, measured by Percentage Shares.


                                   ARTICLE VI

                           DISSOLUTION OF PARTNERSHIP

           SECTION 6.01. DISSOLUTION. The Partnership shall be dissolved and,
unless continued, its assets shall be disposed of and its affairs wound up upon
the occurrence of any of the following events:

           (a)       The Partners voluntarily agree to dissolve the Partnership.

           (b)       The term stated in Section 1.03 expires.

           (c)       The Bankruptcy of the Partnership.

           (d) The withdrawal, termination of existence or Bankruptcy of the
General Partner and the failure of the Limited Partners to exercise the right
provided in the first sentence of Section 7.02.

           SECTION 6.02. DEEMED CONTRIBUTION AND LIQUIDATION. Notwithstanding
any other provisions of this Article VI, in the event the Partnership is
liquidated within the meaning of Treasury Regulations Section
1.704-1(b)(2)(ii)(g) but where the Partnership is continued, the Partnership*s
assets shall not be liquidated, the Partnership*s liabilities shall not be paid
or discharged, and the Partnership*s affairs shall not be wound up. Instead, the
Partnership shall be deemed to have contributed its assets to a new partnership
(the "Successor Partnership"), and immediately thereafter, the Partners shall be
deemed to have received interests in the Successor Partnership in liquidation of
the Partnership without effecting any change in the ownership of interests in
the Partnership or the Successor Partnership as a result of such contribution
and liquidation.

                                   ARTICLE VII

                           CHANGES IN GENERAL PARTNER

           SECTION 7.01. WITHDRAWAL OF THE GENERAL PARTNER. The General Partner
shall not voluntarily withdraw from the Partnership or sell, assign or otherwise
dispose of all or substantially all of its assets, or take any action described
in items (B), (C) or (D) of the definition of "Bankruptcy" in Section 1.04, or
sell, assign, or otherwise dispose of its Partnership

                                       16
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interest without the prior written consent of Limited Partners owning a majority
of the Percentage Shares owned by all Limited Partners.

           SECTION 7.02. CONTINUATION OF PARTNERSHIP. In the event of the
Bankruptcy, termination of existence or withdrawal of the General Partner, all
powers granted to the General Partner shall terminate and the Limited Partners
owning a majority of the Percentage Shares owned by all Limited Partners shall
have the right to select a new general partner or general partners and to
continue the business of the Partnership as a successor limited partnership. If
the Limited Partners exercise such right, the successor limited partnership
shall be governed by the terms and provisions of this Agreement.


                                  ARTICLE VIII

                           CHANGES IN LIMITED PARTNERS

           SECTION 8.01. DISSOLUTION OR BANKRUPTCY OF A LIMITED PARTNER. The
dissolution or Bankruptcy of a Limited Partner shall not dissolve the
Partnership. Upon notice of such event thereof to the General Partner and the
receipt by the General Partner of all instruments of transfer and other
documents for the protection of the Partnership as the General Partner deems
appropriate under the circumstances, the successor interest of the dissolved or
Bankrupt Limited Partner shall become an Assignee of the interest of such
Limited Partner and be entitled, subject to the terms and conditions of this
Agreement, to all further allocations and distributions on account of the
interest of such Limited Partner in the Partnership; however, no transferee of
the interest of the dissolved or Bankrupt Limited Partner shall become a
Substituted Partner without first obtaining the written consent of the General
Partner.

           SECTION 8.02. TRANSFER AND ASSIGNMENT OF LIMITED PARTNERSHIP
INTEREST.

           (a) A Limited Partner shall have the right to assign the whole or any
portion of its interest in the Partnership to any Person by a written
assignment; provided that (i) the terms of such assignment are not in
contravention of any of the provisions of this Agreement; (ii) such assignment
is fully executed by the assignor and Assignee; (iii) such assignment is
received by the Partnership and recorded on the books thereof; (iv) the General
Partner, in its sole discretion, approves the transfer, and (v) the Limited
Partner provides an opinion, if required by the General Partner, satisfactory to
the General Partner, that no material adverse tax or securities law effects will
result from such assignment.

           (b) In the event of an assignment of a Limited Partner's interest,
the following rules shall govern:

                      (i)        The effective date of an assignment of
                                 Partnership interest shall be that date set
                                 forth on the written instrument of assignment;
                                 provided, however, that no assignment shall be
                                 retroactive.

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                      (ii)       Anything herein to the contrary
                                 notwithstanding, both the Partnership and the
                                 General Partner shall be entitled to treat the
                                 Partner or Assignee with respect to such
                                 Partnership interest as the absolute owner
                                 thereof in all respects and shall incur no
                                 liability for Distributions of cash or other
                                 property made in good faith to such Partner or
                                 Assignee until such time as the written
                                 assignment has been delivered to the
                                 Partnership for registration of the assignment
                                 and any required approvals are given.

                      (iii)      An Assignee shall be entitled to receive
                                 Distributions of cash or other property from
                                 the Partnership attributable to the interest
                                 acquired by reason of such assignment from and
                                 after the date of the assignment of such
                                 interest to the Assignee except as provided in
                                 subparagraph (ii) above.

                      (iv)       The Profits, Losses, income, expense,
                                 deductions or credits attributable to the
                                 interest acquired by reason of such assignment
                                 shall be divided among and allocated between
                                 the assignor and Assignee of such interest and
                                 in accordance with subparagraph (v) below.

                      (v)        The division and allocation of Profits, Losses,
                                 income, expense, deductions or credits
                                 attributable to the Partnership interest
                                 between assignor and Assignee during any fiscal
                                 year of the Partnership shall be based upon the
                                 length of time during such fiscal year, as
                                 measured by the effective date of the
                                 assignment, that the interest was owned by each
                                 of them and shall not be based upon the date or
                                 dates during such fiscal year on which Profits
                                 were earned or Losses were incurred by the
                                 Partnership.

           SECTION 8.03. SUBSTITUTION AS A LIMITED PARTNER. No Assignee of the
whole or any portion of a Limited Partner's interest shall have the right to
become a Substituted Partner in place of the assignor unless all of the
following conditions are satisfied:

                      (i)        The assignor and Assignee execute and
                                 acknowledge a written instrument of assignment,
                                 together with such other instruments as the
                                 General Partner may deem necessary or desirable
                                 to effect the admission of the Assignee as a
                                 Substituted Partner.

                      (ii)       Such instrument of assignment provided for
                                 herein has been delivered to and received by
                                 the General Partner.

                      (iii)      The conditions to such substitution in Section
                                 8.04 have been satisfied and any approvals
                                 required by Section 8.05 to such substitution
                                 have been obtained.

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   19
                      (iv)       The written consent of the General Partner to
                                 such substitution has been obtained, the
                                 granting or denial of which shall be within the
                                 sole and absolute discretion of the General
                                 Partner; provided that the consent of the
                                 General Partner to such substitution shall be
                                 withheld if the General Partner shall not have
                                 received evidence satisfactory to it that the
                                 Substituted Partner is authorized to acquire
                                 the interest so assigned and has the
                                 appropriate financial resources to acquire and
                                 maintain the Partnership interest assigned to
                                 it.

                      (v)        A transfer fee has been paid to the Partnership
                                 which is sufficient to cover all reasonable
                                 expenses connected with such assignment and
                                 substitution, including, but not limited to,
                                 legal and filing or recording fees.

           SECTION 8.04. ADDITIONAL CONDITIONS TO ASSIGNMENT AND SUBSTITUTION.
The General Partner and the Partnership shall not recognize any assignment or
substitution for any purpose if (a) such transfer together with prior transfers
would result in the sale or exchange of fifty percent (50%) or more of the total
interest in the Partnership capital and profits within a twelve-month period, or
(b) the Partnership shall not have received, if required by the General Partner,
an opinion of counsel to the effect that such sale (i) will not result in
termination of the Partnership under the Act; (ii) will not result in
termination of the Partnership for federal income tax purposes or, if it does
result in such a termination, such termination will not cause material adverse
federal income tax consequences to the Partnership or the Partners requesting
the opinion; (iii) will not change the status of the Partnership as a
partnership for federal income tax purposes; (iv) will not give rise to
liability of the Partnership, any Partner or any agent or advisor of any Partner
for violation of the securities laws of the United States or any state thereof;
and (v) will not cause the Partnership to become subject to payment of the
Indiana Gross Income Tax.

           SECTION 8.05. EFFECT OF TRANSFER. Any Assignee or other transferee of
an interest in the Partnership shall take subject to the restrictions and
conditions to assignment imposed by this Article.


                                   ARTICLE IX

                                   LIQUIDATION

           SECTION 9.01. LIQUIDATION DETERMINATION. In the event of dissolution
where continuation of the Partnership is not provided for, the Partnership shall
be liquidated. For purposes of this Article IX, liquidation for tax purposes
shall occur upon the earlier of the date upon which the Partnership is
terminated under Code Section 708(b)(1) or the date upon which the Partnership
ceases to be a going concern (even though it may continue in existence for the
purpose of winding up its affairs, paying its debts, and distributing any
remaining balance to the Partners).

                                       19
   20
           SECTION 9.02.  ALLOCATION OF LIQUIDATION PROCEEDS.

           (a) Upon liquidation of the Partnership, the proceeds shall be
applied and distributed in the following manner and order of priority:

                      (i)        to the payment of liabilities of creditors
                                 other than Partners and to the expenses of
                                 liquidation;

                      (ii)       to the setting up of any reserves which the
                                 General Partner determines reasonably necessary
                                 for any contingent liabilities of the
                                 Partnership or of any Partner arising out of or
                                 in connection with a Partnership liability,
                                 which revenues shall be paid over by the
                                 General Partner to an escrow agent or shall be
                                 held for the purpose of disbursing such
                                 reserves in payment of any such contingent
                                 liabilities and, at the expiration of such
                                 period as the General Partner shall deem
                                 advisable, the balance of which shall be
                                 distributed as otherwise provided in this
                                 section;

                      (iii)      to the payment of any liabilities to the
                                 Partners (other than Capital Accounts), arising
                                 out of or in connection with a Partnership
                                 liability, or if the amount available for such
                                 payment is insufficient, a pro rata portion
                                 thereof; and

                      (iv)       the remainder to the Partners in accordance
                                 with Article IV of this Agreement.

           (b) Liquidation proceeds shall be distributed within the time limits
required by the Code.

           SECTION 9.03. LIQUIDATION PROCEDURE. A reasonable time, as determined
by the General Partner, from the date of an event of dissolution shall be
allowed for the orderly liquidation of the assets of the Partnership and the
discharge of its liabilities. Upon the completion of dissolution in accordance
with the terms hereof, the Partnership shall terminate and the General Partner
shall execute, acknowledge and cause to be filed a certificate of cancellation
of the Partnership whereupon it shall cease to exist in all respects. In the
event of a dissolution of the Partnership, liquidation of the assets of the
Partnership and discharge of its liabilities may be carried out by a liquidation
trustee or receiver, who shall be a bank or trust company or other Person or
firm having experience in managing, liquidating or otherwise handling property
of the type then owned by the Partnership. Such liquidating trustee or receiver
shall be designated by the General Partner. A liquidation trustee shall be not
personally liable for the debts of the Partnership but otherwise shall have such
obligations and authorities as are given the General Partner pursuant to this
Agreement or as may be agreed upon between the Partners and said liquidation
trustee.

                                       20
   21
                                    ARTICLE X

                   PAYMENTS TO GENERAL PARTNER AND AFFILIATES

           SECTION 10.01. PARTNERSHIP EXPENSES. The Partnership shall pay all
expenses (which expenses shall be billed directly to the Partnership) of the
Partnership which may include, but are not limited to: (i) all costs of
personnel employed by the Partnership and involved in the business of the
Partnership, (ii) all costs of borrowed money and taxes applicable to the
Partnership, (iii) legal, audit, accounting, brokerage and other fees, (iv)
printing, engraving and other expenses and taxes incurred in connection with the
issuance, distribution, transfer, registration and recording of documents
evidencing ownership of an interest in the Partnership or in connection with the
business of the Partnership, (v) fees and expenses paid to independent
contractors, brokers, consultants and other agents, (vi) the cost of any
insurance required in connection with the business of the Partnership, (vii)
expenses of organizing, revising, amending, converting, modifying or terminating
the Partnership, (viii) expenses in connection with distributions made by the
Partnership to, and communications and bookkeeping and clerical work necessary
in maintaining relations with the Limited Partners, including the cost of
preparation of consents, (ix) expenses in connection with preparing reports
required to be furnished to the Limited Partners for investor, tax reporting or
other purposes, or which reports the General Partner deems the furnishing
thereof to the Limited Partners to be in the best interests of the Partnership,
(x) costs of any accounting, statistical or bookkeeping equipment necessary for
the maintenance of the books and records of the Partnership, and (xi) the cost
of preparation and dissemination of the informational material and documentation
relating to potential sale, refinancing or other disposition of Partnership
assets.


                                   ARTICLE XI

                                  MISCELLANEOUS

           SECTION 11.01. NOTICE. All notices, elections, consents and approvals
under this Agreement shall be in writing, and shall be effectively given to any
Partner if delivered to the Partner or if mailed by certified mail, return
receipt requested, to such Partner at the address provided to the Partnership.
Any Partner may change his or its address for notice by giving notice of such
change to the General Partner.

           SECTION 11.02. CONSTRUCTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana. In the event any
laws, rules, or regulations applicable to the Partnership require any Partner,
or any group or class thereof, to have certain rights, options, privileges, or
consents not granted by the terms of this Agreement, then such Partners shall
have and enjoy such rights, options, privileges, and consents so long as (but
only so long as) the existence thereof does not result in a loss of the
limitation on liability enjoyed by any other Limited Partner under the Act or
the applicable laws of any other jurisdiction.

                                       21
   22
           SECTION 11.03. ASSIGNS AND SUCCESSORS IN INTEREST. Except as
otherwise provided herein, this Agreement shall be binding upon and shall run
for the benefit of the parties executing this Agreement, and the personal
representatives, heirs, legatees, devisees, assigns and successors in interest
of the Partners.

           SECTION 11.04. ASSIGNMENT. No Partner to this Agreement may assign
its Partnership interest or any right therein to any other Person except with
the express written consent of the other Partners or as otherwise provided in
this Agreement. However, in the event of any assignment of a Partnership
interest in accordance with the provisions of this Agreement, the Partners agree
to execute such documents as may be necessary to effectuate such change,
including required changes to this Agreement and the Certificate described in
Section 11.06.

           SECTION 11.05.  AMENDMENT.

           (a) The General Partner, without obtaining the consent of the Limited
Partners, may amend this Agreement at any time, in its sole and exclusive
discretion, but only to reflect:

                      (i)        a change in the name of the Partnership;

                      (ii)       a change in the principal place of business of
                                 the Partnership;

                      (iii)      the admission, substitution, termination, or
                                 withdrawal of Partners in accordance with this
                                 Agreement;

                      (iv)       a change in address of any Partner;

                      (v)        a change that is (A) of an inconsequential
                                 nature and does not adversely affect any
                                 Limited Partner or any Assignees in any
                                 material respect, or (B) required or
                                 contemplated by this Agreement;

                      (vi)       a change in any provision of this Agreement
                                 which requires any action to be taken by or on
                                 behalf of the General Partner or the
                                 Partnership pursuant to the requirements of
                                 applicable law if the provisions of applicable
                                 law are amended, modified, or revoked so that
                                 the taking of such action is no longer
                                 required; or

                      (vii)      any other amendments similar to the foregoing.

The authority set forth in subsection (vi) shall specifically include the
authority to make such amendments to this Agreement and to the Certificate of
Limited Partnership as the General Partner deems necessary or desirable in the
event the Act is amended to eliminate or change any provision now in effect.

                                       22
   23
           (b) This Agreement may be otherwise amended upon the consent of both
the General Partner and the Limited Partners owning at least a majority of the
Percentage Shares owned by all Limited Partners.

           SECTION 11.06. CERTIFICATE OF LIMITED PARTNERSHIP. The Partnership
shall file a Certificate of Limited Partnership in such office or offices in
such jurisdiction or jurisdictions where such a filing is required by applicable
law or deemed desirable by the General Partner. In the event of any change
requiring the cancellation or amendment of such certificate under the Act or
such other applicable law, the General Partner shall cause the certificate to be
cancelled or amended in accordance with law by an appropriate filing, without
the necessity of first obtaining the prior consent of the Limited Partners.

           SECTION 11.07. FURTHER ASSURANCES. The Partners will execute and
deliver such further instruments and do such further acts and things as may be
necessary to carry out the intent and purpose of this Agreement.

           SECTION 11.08. WARRANTIES OF REPRESENTATIVES. Each Person executing
this Agreement on behalf of a party hereto represents and warrants that he has
been fully empowered to execute this Agreement, and that all necessary action
for the execution of this Agreement has been taken.

           SECTION 11.09. COMPUTATION OF TIME. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall not be included. The last day of
the period so computed shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall run until the end of the next day
that is not a Saturday, Sunday or legal holiday.

           SECTION 11.10. IDENTIFICATION OF OWNERS. If any governmental agency
requires reporting or disclosure of ownership, control or financial condition,
each Partner and Assignee shall, upon request of the General Partner, promptly
submit to the General Partner a list showing the name and address of all Persons
having any direct, indirect or beneficial ownership of such Partner or Assignee,
together with such Person's ownership interest.

           SECTION 11.11. CAPTIONS. Article titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision hereof.

           SECTION 11.12. IDENTIFICATION. Whenever the singular number is used
in this Agreement and when required by the context, the same shall include the
plural; and the masculine gender shall include the feminine and neuter genders.

           SECTION 11.13. COUNTERPARTS. This Agreement may be executed in any
number of counterparts or by separate signature pages identified as such and all
of such counterparts or signature pages shall for all purposes constitute an
agreement binding on the parties hereto, notwithstanding that all parties are
not signatory to the same counterpart or signature page.

                                       23
   24
           SECTION 11.14. PARTNERS' CAPABILITY. Anything in this Agreement to
the contrary notwithstanding, no Partner, or any Assignee of the interests
thereof, shall be a Person or organization prohibited by law from becoming such.
Any assignment of an interest in the Partnership to any Person or organization
not meeting such standard shall be void and ineffective and shall not bind the
Partnership.

           SECTION 11.15. SEVERABILITY. If any provision of this Agreement shall
be declared invalid or unenforceable, the remainder of this Agreement will
continue in full force and effect so far as the intent of the parties can be
carried out.

           SECTION 11.16. LIMITATION ON BENEFITS OF THIS AGREEMENT. It is the
explicit intention of the Partners that no Person other than the Partners and
the Partnership (and, to the extent provided in Section 3.08, the Persons
entitled to be indemnified thereunder) is or shall be entitled to bring any
action by or on behalf of the Partnership to enforce any provision of this
Agreement against any Partner (or its successors and assigns) or the
Partnership, and that the covenants, undertakings, and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable only
by, the Partners (or their respective successors and assigns as permitted
hereunder) and the Partnership (and, to the extent provided in Section 3.08, the
Persons entitled to be indemnified thereunder).

           SECTION 11.18. APPROVAL OR CONSENT. Except as otherwise provided
herein, any approval or consent required in this Agreement by Partners shall be
deemed given upon the affirmative vote at a meeting, or the execution of a
written ballot or consent form indicating consent, by Partners owning at least a
majority of the Percentage Shares owned by all Partners required so to consent
to or approve the matter. The terms "consent" and "approve" have the same
meanings in this Agreement and shall be interchangeable for purposes of applying
the Act.

           IN WITNESS WHEREOF, the parties hereto have executed this Agreement
of Limited Partnership this 1st day of March, 1998.

                                 GENERAL PARTNER:

                                 EMMIS BROADCASTING CORPORATION


                                 By: /s/ Norman H. Gurwitz
                                     ------------------------------------------
                                     Norman H. Gurwitz, Executive Vice President

                                       24
   25
                                 LIMITED PARTNERS:

                                 EMMIS PUBLISHING CORPORATION



                                 By: /s/ Norman H. Gurwitz
                                     ------------------------------------------
                                     Norman H. Gurwitz, Executive Vice President

                                       25
   26
                                    EXHIBIT A

                          PARTNERS AND THEIR INTERESTS


                                                     PERCENTAGE
PARTNER                                                 SHARE

General Partner:

Emmis Broadcasting Corporation                              1%

Limited Partners:

Emmis Publishing Corporation                               99%

                                       26

EX-3.25

   1
                                                                    EXHIBIT 3.25


                   CERTIFICATE OF INDIANA LIMITED PARTNERSHIP
                                       OF
                             EMMIS PUBLISHING, L. P.


     Pursuant to the provisions of the Indiana Revised Uniform Limited
Partnership Act, IC 23-16, et seq., the undersigned general partner hereby signs
and files this certificate of limited partnership on behalf of the above-named
limited partnership:

1. The name of the limited partnership is:

     EMMIS PUBLISHING, L. P.

2. The address of the office at which the records required by IC 23-16-2-3(a)
   are to be kept is:

     950 North Meridian Street, Suite 1200
     Indianapolis, Indiana 46204

3. The name and Indiana business address of its registered agent is:

     David L. Wills
     2700 First Indiana Plaza
     135 N. Pennsylvania Street
     Indianapolis, Indiana 46204

4. The name and business address of the general partner is:

     Emmis Broadcasting Corporation
     950 North Meridian Street, Suite 1200
     Indianapolis, Indiana 46204

5. This certificate is effective on March 1, 1998.

6. The latest date upon which the limited partnership is to dissolve is
   December 31, 2047.

   Executed by the general partner as of the 16th day of February, 1998.

                                            EMMIS BROADCASTING CORPORATION
                                            General Partner

                                            By: /s/ Norman H. Gurwitz
                                                --------------------------------
                                                Norman H. Gurwitz,
                                                Executive Vice President

EX-3.26

   1
                                                                    Exhibit 3.26


                                    AGREEMENT

                                       OF

                               LIMITED PARTNERSHIP

                                       OF

                       EMMIS TELEVISION BROADCASTING, L.P.





                                  June 17, 1998
   2
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       EMMIS TELEVISION BROADCASTING, L.P.

         The undersigned hereby enter into and agree as provided in the
following Agreement of Limited Partnership (the "Agreement").

                                    ARTICLE I

                               GENERAL PROVISIONS

         SECTION 1.01. NAME. The name of the Partnership is Emmis Publishing,
L.P. (the "Partnership").

         SECTION 1.02. PLACE OF BUSINESS. The principal business office of the
Partnership shall be 950 North Meridian Street, Suite 1200, Indianapolis,
Indiana 46204, or at such location as may be selected from time to time by the
General Partner.

         SECTION 1.03. TERM. The term of the Partnership shall extend until
December 31, 2047, unless sooner terminated as hereinafter provided.

         SECTION 1.04. DEFINITIONS. The following terms have the following
meanings herein:

         "ACT" means the Indiana Revised Uniform Limited Partnership Act, as now
or hereafter amended.

         "AFFILIATE" means a Person who, with respect to another person,
directly or indirectly controls, is controlled by or is under common control
with such other Person.

         "ASSIGNEE" means a Person who has acquired a direct beneficial interest
in the Partnership but who has not become a Substituted Partner.

         "ASSIGNMENT" means, for purposes of Articles VII and VIII with regard
to interests in the Partnership, any sale, assignment, transfer, pledge,
encumbrance or other disposition of, or the granting of a security interest in,
such an interest, including without limitation a transfer in connection with a
dissolution, merger, consolidation or similar action of a Partner.

         "BANKRUPTCY" means, with respect to a Person, the happening of any of
the following:

                  (A)      The entry by a court or governmental agency having
                           jurisdiction in the premises of a decree or order for
                           relief in respect of the Person in an involuntary
                           case under any applicable bankruptcy, insolvency or
                           similar law now or

                                       1
   3
                           hereafter in effect or appointing a receiver,
                           liquidator, assignee, custodian, trustee,
                           sequestrator or similar official of such Person, or
                           for any substantial part of such Person's property or
                           ordering the winding up or liquidation of such
                           Person's affairs, and such decree or order remaining
                           unstayed and in effect for a period of sixty (60)
                           consecutive days; or

                  (B)      The commencement by the Person of a voluntary case
                           under any applicable bankruptcy, insolvency or other
                           similar law now or hereafter in effect, or the
                           consent by such Person to the entry of an order for
                           relief in an involuntary case under any such law; or

                  (C)      The consent by the Person to the appointment or
                           taking possession by a receiver, liquidator,
                           assignee, custodian, trustee, sequestrator or similar
                           official of any substantial part of such Person's
                           property, or the filing of a pleading in any court of
                           record admitting in writing the inability of the
                           Person to pay his, her or its debts as they become
                           due; or

                  (D)      The making by the Person of a general assignment for
                           the benefit of creditors.

         "CAPITAL ACCOUNT" means, with respect to any Partner, an amount equal
to the sum of:

                  (A)      the amount of cash such Partner has contributed to
                           the Partnership (including any contribution pursuant
                           to Section 4.01),

                  (B)      the fair market value of any property such Partner
                           has contributed to the Partnership (net of any
                           liabilities secured by such contributed property that
                           the Partnership is considered to assume or take
                           subject to under Code Section 752) as a Capital
                           Contribution, and

                  (C)      the amount of Profits allocated to such Partner and
                           any items in the nature of income or Profits that are
                           specifically allocated to such Partner pursuant to
                           Sections 4.05 and 4.06;

                  reduced by the sum of:

                  (W)      the amount of Losses allocated to such Partner and
                           any items in the nature of expenses or losses that
                           are specifically allocated to such Partner pursuant
                           to Sections 4.05 and 4.06;

                                       2
   4
                  (X)      the amount of all cash distributed to such Partner,
                           and

                  (Y)      the fair market value of any property distributed to
                           such Partner (net of any liabilities secured by such
                           distributed property that such Partner is considered
                           to assume or take subject to under Code Section 752);

subject, however, to such other adjustments as may be required under the Code
and Treasury Regulations, including, but not limited to, increases or decreases
to reflect a revaluation of Partnership property on the Partnership?s books in
accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv)(f).
Generally, a transferee of a Partnership interest shall succeed to the Capital
Account relating to the Partnership interest transferred. The Capital Account is
to be determined and maintained at all times in strict accordance with all of
the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital
Account of a Partner may, under certain circumstances, be an amount less than
zero. The Assignee of Record or Substituted Partner to whom a Partnership
interest is transferred shall succeed to the Capital Account attributable to the
Partnership interest (or portion thereof) transferred.

         "CAPITAL CONTRIBUTION" means the total amount of cash or other
consideration contributed to the Partnership by each Partner pursuant to Section
4.01.

         "CAPITAL TRANSACTION" means the sale, exchange, refinancing or other
disposition of all or any substantial part of the property of the Partnership,
or any interest therein (with the exception of the sale of personal property or
fixtures because of replacement or obsolescence), or casualty damage to, or
condemnation of, all or any substantial part of the property of the Partnership,
or any interest therein (other than the proceeds of any business or rental
interruption insurance), but not including the grant of an interest as security
in or any encumbrance of the property of the Partnership, or any interest
therein.

         "CODE" means the Internal Revenue Code of 1986, as in effect on the
date of this Agreement, or as may hereafter be amended or supplemented.

         "DEPRECIATION" means for each fiscal year or other period, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Partnership asset is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of such asset pursuant to Section
1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f) of the Treasury Regulations,
depreciation, amortization, or other cost recovery deductions shall be computed
for book purposes with respect to such asset pursuant to Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations.

         "DISTRIBUTABLE CASH" means for any fiscal period the total operating
and investment revenues of the Partnership, reduced by (i) operating expenses
requiring the expenditure of

                                       3
   5
cash by the Partnership (to the extent not paid from reserves); (ii) debt
amortization; (iii) management fees and administration fees; (iv) taxes,
interest expense, repayment of loans outstanding pursuant to Section 3.10 and
any other items reasonably determined by the General Partner to be necessary for
the operations of the Partnership (to the extent not paid from reserves); and
(v) reasonable additions to other reserves for working capital, contingencies
and anticipated expenses, as determined by the General Partner. "Distributable
Cash" does not include the proceeds of the sale, refinancing, exchange,
condemnation or destruction (including insurance or condemnation proceeds in
excess of amounts required to be applied to restore or replace the insured or
condemned property other than the proceeds of any business or rental
interruption insurance) or other disposition of all or any substantial part of
the Partnership's property or any interest therein in a Capital Transaction.
Distributable Cash shall be determined separately for each fiscal period of the
Partnership.

         "DISTRIBUTION" means any cash or property distributed to a Partner
arising from its interest in the Partnership.

         "GENERAL PARTNER" means the Person specified as such in Exhibit A.

         "LIMITED PARTNER" means (i) each Person specified as such on Exhibit A
to this Agreement and (ii) successors who have complied with the requirements of
Article VIII and who have been accepted as substitute limited partners pursuant
to Section 8.04.

         "LIMITED PARTNER CONSENT" means the approval or consent in writing of a
majority in interest of the Limited Partners, measured by their respective
Percentage Shares compared to the total Percentage Shares held by all Limited
Partners.

         "OUTSTANDING CAPITAL CONTRIBUTION" of a Partner means the amount of all
cash contributed by the Partner to the capital of the Partnership, reduced (but
not below zero) by all cash distributed to the Partner as a result of a Capital
Transaction.

         "PARTNER" means a General Partner or a Limited Partner.

         "PARTNERSHIP" means the partnership governed by this agreement of
limited partnership.

         "PERCENTAGE SHARE" means with respect to each Partner the percentage
specified as such for that Partner in Exhibit A to this Agreement.

         "PERSON" means an individual, firm, partnership, corporation, estate,
trust, pension or profit-sharing plan or other entity.

         "PROFITS" and "LOSSES" mean, for each fiscal year or other period, an
amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss or

                                       4
   6
deduction required to be stated separately pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss), with the following adjustments:

         (i)      Any income of the Partnership that is exempt from federal
                  income tax and not otherwise taken into account in computing
                  profits or losses pursuant to this Section 1.04 shall be added
                  to such taxable income or loss;

         (ii)     Any Code Section 705(a)(2)(B) Expenditures not otherwise taken
                  into account in computing profits or losses pursuant to this
                  Section 1.04 shall be subtracted from such taxable income or
                  loss;

         (iii)    In the event any asset of the Partnership is distributed to
                  any Partner or sold by the Partnership, the difference on such
                  date between (a) the gross fair market value (determined by
                  agreement of the Partners or, if they cannot agree, by
                  arbitration in accordance with the then current rules of the
                  American Arbitration Association) and (b)(i) the adjusted
                  basis of the asset for federal income tax purposes, or (2) if
                  the asset is reflected on the books of the Partnership at a
                  book value that differs from the adjusted tax basis of such
                  asset pursuant to Treasury Regulations Section
                  1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), the gross fair
                  market value on the date of the contribution of the asset to
                  the Partnership or the gross fair market value of the asset on
                  the date of the asset?s revaluation on the Partnership?s
                  books, as the case may be (as determined by the General
                  Partner) less Depreciation, shall be taken into account as
                  gain or loss from the disposition of such asset for purposes
                  of computing Profits or Losses;

         (iv)     In lieu of the depreciation, amortization, and other cost
                  recovery deductions taken into account in computing such
                  taxable income or loss, there shall be taken into account
                  Depreciation for such fiscal year or other period; and

         (v)      Notwithstanding anything to the contrary in the definition of
                  the term "Profits and Losses", any items which are specially
                  allocated pursuant to Sections 4.05 and 4.06 shall not be
                  taken into account in computing Profits and Losses.

         "SUBSTITUTED PARTNER" means an Assignee or other Person, who becomes a
Partner pursuant to Article VIII.

         "TAX MATTERS PARTNER" means the General Partner, or any successor
thereto appointed by the General Partner.

                                       5
   7
         "TREASURY REGULATIONS" mean the income tax regulations promulgated
under the Code as in effect on the date of this Agreement, or as hereafter
amended or supplemented (including corresponding provisions of such succeeding
regulations).

         Such terms shall be used either in the singular or plural and may be
referred to in any gender as required by the context.

                                   ARTICLE II

                               MEMBERS AND STATUS

         SECTION 2.01. THE PARTNERS. The Partners of the Partnership shall
consist of and be divided into two classes, with the General Partner as general
partner and the Limited Partner as limited partner.

         SECTION 2.02. ADDITIONAL PARTNERS. Additional general or limited
partners may be admitted from time to time by approval of the General Partner or
as otherwise provided in this Agreement except that the admission of such
additional partners shall not diminish the Percentage Share of any Partner in
the Partnership unless otherwise agreed by the Partner whose Percentage Share is
diminished.

         SECTION 2.03. LIABILITY OF GENERAL PARTNER. The General Partner shall
have unlimited liability for the repayment, satisfaction and discharge of the
obligations of the Partnership to third parties dealing with the Partnership as
prescribed by law, except for non-recourse obligations which exculpt the
Partnership from liability. The General Partner is not liable to the Partnership
and the Limited Partners (i) for return of the Capital Contribution or any
portion thereof of any Limited Partner, (ii) on account of any disallowance or
adjustment by a taxing authority of deductions or credits in Partnership income
tax returns, (iii) on account of any failure by the Partnership to achieve any
forecasted financial return or (iv) for any action or omission to act not
constituting willful misconduct or gross negligence.

         SECTION 2.04. LIMITATION UPON LIABILITY OF LIMITED PARTNERS. The
personal liability of each Limited Partner to the Partnership (except as
provided in Section 4.01), to the General Partner, to the creditors of the
Partnership or to any other third party for the losses, debts or liabilities of
the Partnership shall be limited to the amount of its Capital Contribution which
has not theretofore been returned to it as a Distribution (including a
Distribution upon liquidation). Distributions to a Limited Partner shall first
be deemed a return of its Capital Contribution for purposes of the foregoing
sentence. A Limited Partner shall not at any time be liable or held accountable
to the Partnership, to the other Partners, to the creditors of the Partnership
or to any other third party for or on account of any negative balance in its
Capital Account.

                                   ARTICLE III

                                        6
   8
                   SCOPE OF PARTNERSHIP AND MODE OF OPERATION

         SECTION 3.01. SCOPE OF PARTNERSHIP. The specific purpose of the
Partnership is to engage in the business of radio broadcasting and publishing.
The general purposes of the Partnership are to do each and every thing
necessary, suitable or proper for the accomplishment of the specific purpose or
the attainment of any one or more of the objects herein enumerated, either
alone, or in association with, or as agent or representative for, other
corporations (whether public, governmental or private), partnerships,
individuals, or entities, or to accomplish any other lawful business whatsoever,
or which shall at any time appear conducive to or expedient for the protection
or benefit of the Partnership.

         SECTION 3.02. POWERS OF THE PARTNERSHIP. The Partnership shall have all
the powers permitted by law which are necessary or desirable in carrying out the
purposes and business of the Partnership, including, but not limited to, the
following powers:

         (a) To borrow or raise money for any of the purposes of the
Partnership, and from time to time, without limitation as to amount, to draw,
make, accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures, evidences of indebtedness and other
instruments, and to secure the payment thereof, and the interest thereon, in any
manner, including without limitation by mortgage on, or pledge, conveyance or
assignment in trust of, the whole or any part of the assets of the Partnership,
real, personal or mixed, including contract rights and options, whether at the
time owned or thereafter acquired, and future earnings, and to sell, pledge or
otherwise dispose of such securities or other obligations of the Partnership for
the furtherance of its purpose.

         (b) To act in any state or nation in which the Partnership may lawfully
act, for itself or as principal, agent or representative for any individual,
association, partnership, corporation or legal entity, respecting business of
the Partnership.

         (c) To enter into, make, amend, perform and carry out, or cancel and
rescind, contracts and other obligations for any lawful purpose pertaining to
the business of the Partnership.

         (d) To apply for, register, obtain, purchase or otherwise acquire
trademarks, trade names, labels and designs relating to or useful in connection
with any business of the Partnership, and to use, exercise, develop and license
the use of the same.

         (e) To employ, on behalf of the Partnership, legal counsel, financial
counsel, accountants, professional advisors, Persons or entities for the
operation and management of the business of the Partnership.

         (f) To establish accounts and deposits and maintain funds in the name
of the Partnership in banks or other financial institutions and to invest funds
of the Partnership



                                       7
   9
temporarily when not required for operation of its properties or distribution to
the Partners, in short-term debt obligations, including obligations of federal
and state governments, commercial paper and certificates of deposit of banks and
other financial institutions.

         (g) To pay or reimburse any and all actual fees, costs and expenses
incurred in the formation and organization of the Partnership.

         (h) To do all acts which are necessary, customary or appropriate for
the protection and preservation of the Partnership's assets, including the
establishment of reserves.

         (i) To loan money to, borrow money from and engage in transactions with
Affiliates, subject to Section 3.06.

         (j) To compromise, submit to arbitration, sue on, or defend claims in
favor of or against the Partnership.

         (k) In general, to exercise all of the general rights, privileges and
powers permitted to be had and exercised by the provisions of the Act.

         SECTION 3.03. MANAGEMENT OF THE PARTNERSHIP. The business and affairs
of the Partnership shall be managed by the General Partner, who may exercise the
powers specified in Section 3.02 on behalf of the Partnership, subject to the
restrictions in Section 3.04(b).

         SECTION 3.04. LIMITATION ON POWERS.

         (a)      As between the Partners, no Partner shall:

                  (1)      Use the Partnership name or assets in any way except
                           for the transaction of legitimate Partnership
                           business or do any act in contravention of this
                           Agreement; or

                  (2)      Impart to any other person any information concerning
                           the financial statements or operations of the
                           Partnership except as may be necessary to carry on
                           the business of the Partnership or the General
                           Partner or as may be approved by the Partners or as
                           may be required by the Act, the Code, Treasury
                           Regulations, state or local tax laws, or other
                           applicable laws or regulations or orders of a court
                           of competent jurisdiction; or

                  (3)      Do any act which would make it impossible to carry on
                           the business of the Partnership.


                                       8
   10
         SECTION 3.05. NON-PARTICIPATION IN MANAGEMENT BY LIMITED PARTNERS.
Except as specifically provided in this Agreement, the Limited Partners as such
shall not participate in the control or management of the business of the
Partnership, nor act for and on behalf of the Partnership in any manner
whatsoever.

         SECTION 3.06. DEALINGS WITH RELATED ENTITIES.

         (a) The General Partner or any Affiliate of the General Partner may
contract or otherwise deal with the Partnership for the purchase or sale of
goods, property or services or for other purposes, and the Partnership shall
have the power to so contract or deal, provided that (i) the compensation paid
for and the terms of the transaction for such goods, services or property is
comparable to compensation charged and terms provided for similar goods,
services or property in an arms-length transaction, (ii) any goods, services or
property furnished to or acquired by the Partnership are in furtherance of the
Partnership business, and (iii) any material transaction between the General
Partner or any Affiliate and the Partnership is fully disclosed in writing to
the Limited Partners upon request. The validity of any transaction, agreement,
or payment involving the Partnership and an Affiliate otherwise permitted by
this Agreement shall not be affected by reason of the relationship between the
General Partner and the Affiliate or the approval of the transaction, agreement
or payment by the General Partner, which is otherwise interested in or related
to the Affiliate.

         (b) If the General Partner is employed by or retained by the
Partnership in any capacity, compensation to such General Partner shall be
deemed to be for services rendered not in the General Partner's capacity as a
member of the Partnership, and it shall be treated for federal income tax
purposes as a payment described by either Section 707(a) or 707(c) of the Code.

         SECTION 3.07. OTHER BUSINESS. Nothing contained in this Agreement shall
in any way or manner prohibit or restrict the right or freedom of any Partner,
any Affiliate of any Partner or any other Person to conduct or participate in
any business or activity individually or as a partner, shareholder or owner of
any partnership, corporation or other entity other than the Partnership without
any obligation or accountability to the Partnership or any other Partner, even
if such business or activity competes with the business of the Partnership; and
any entity which includes as a partner, shareholder or other owner a Partner,
any Affiliate or any other Person shall have the right at any time to own and
operate any business whatsoever other than the business of the Partnership,
either individually or with one or more parties, and shall not be required to
obtain the consent thereto by any other Partner or offer to any other Partner or
the Partnership a participation therein.

         SECTION 3.08. INDEMNIFICATION. Each Person now or in the future an
officer, employee, agent or General Partner of the Partnership or an officer,
director, general partner, member, trustee or Affiliate of a General Partner
(and such Person's successors and assigns) shall be indemnified by the
Partnership against expenses (including, but not

                                       9
   11
limited to, attorneys' fees, related disbursements and removal of any liens
affecting any property of the indemnitee), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by such Person in connection with
any action, suit or proceeding to which such Person may be made a party by
reason of being, or having been, an officer, employee, agent or General Partner
of the Partnership or an officer, director, general partner, member, trustee or
Affiliate of a General Partner, or such Person's successor or assign (whether or
not continuing to be such at the time of incurring such expense), if such Person
acted in good faith and in a manner reasonably believed to be in and not opposed
to the best interests of the Partnership, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Any such indemnification shall be limited to the assets of the
Partnership and shall not impose any personal liability upon any Partner. This
provision is intended to provide such indemnification as is permitted under
Indiana law; it shall not operate to indemnify any person in any case in which
such indemnification is for any reason contrary to law.

         SECTION 3.09. TIME TO BE DEVOTED TO BUSINESS. The General Partner shall
devote such time to the Partnership's business as the General Partner, in its
sole discretion, shall deem to be necessary to manage and supervise the
Partnership's business and affairs in an efficient manner. Nothing in this
Agreement shall preclude the employment, at the expense of the Partnership, of
any agent or third party to manage or provide other services with respect to the
Partnership's business, subject to the control of the General Partner.

         SECTION 3.10. LOANS TO THE PARTNERSHIP. In the event that additional
funds are required by the Partnership, the General Partner (or any Affiliate
thereof) may, at its option, loan such funds to the Partnership. Each such loan
shall be made upon terms and conditions substantially equivalent to those upon
which a commercial lending institution would make such a loan to an entity with
financial and business characteristics similar to the Partnership.

         SECTION 3.11. REIMBURSEMENT OF EXPENSES. The Partnership shall
reimburse the General Partner for all out-of-pocket expenses reasonably incurred
by the General Partner or its partners, members, officers, employees or agents
in performing the duties of the General Partner under this Agreement.

         SECTION 3.12. APPOINTMENT AND POWER OF GENERAL MANAGER AND ASSISTANT
GENERAL MANAGER.

         (a) The General Partner may in its discretion appoint (or remove) a
general manager or an assistant general manager of the Partnership in accordance
with the provisions of this Section. Either of the General Manager or the
Assistant General Manager acting alone shall have full power and authority to
execute any and all documents on behalf of the Partnership including, but not
limited to, contracts, notes, mortgages, deeds and leases for and on behalf of
the Partnership, which, when so executed and delivered, shall be binding upon
the Partnership. Any responsibility or power specifically given to the General
Manager herein may be performed by the Assistant General Manager

                                       10
   12
if the General Manager is unavailable or unable to do so. Any person, firm or
corporation dealing with the Partnership may rely on the authority of the
General Manager or Assistant General Manager as outlined herein and need not
inquire into the authority of such person.

         (b) The General Partner may remove such appointees and appoint (or
remove) any other person as General Manager and Assistant General Manager by
giving written notice thereof to the Partners, provided, however, any person,
firm or corporation may rely on the certification of the General Partner as to
who the General Manager or Assistant General Manager of the Partnership are and
need not inquire further.

         (c) The General Manager and the Assistant General Manager shall not be
personally liable for any liabilities or obligations of the Partnership as a
result of holding the positions of General Manager or Assistant General Manager.


                                   ARTICLE IV

                         CAPITAL CONTRIBUTIONS, PROFITS
                          AND LOSSES AND DISTRIBUTIONS

         SECTION 4.01. CAPITAL CONTRIBUTIONS.

         (a) The total Capital Contribution of the General Partner shall be as
specified in Exhibit A, payable upon execution of this Agreement.

         (b) The total Capital Contribution of the Limited Partners shall be as
specified in Exhibit A, payable upon execution of this Agreement.

         (c) From and after the date hereof, except as provided in this Section,
the Partners shall not be obligated to make further contributions to the
Partnership.

         SECTION 4.02. DISTRIBUTABLE CASH DISTRIBUTIONS. Distributable Cash for
each fiscal year shall be determined and distributed annually to the Partners
prior to each March 31, computed for the period ended the previous December 31.
All Distributable Cash shall be distributed for the fiscal year. Distributions
of Distributable Cash shall be made to the Partners according to their
Percentage Shares.

         SECTION 4.03. DISTRIBUTIONS FROM CAPITAL TRANSACTION. The Partnership's
share of the proceeds from a Capital Transaction shall be applied and
distributed in the following order, after adjusting Capital Accounts for all
Distributions under Section 4.02 and all allocations of Profits and Losses:

         (a) To the payment of debts and liabilities of the Partnership deemed
appropriate by the General Partner to pay at that time in the order of priority
as provided

                                       11
   13
by law (other than those to Partners) including the expenses of or relating to
sale, refinancing, exchange, condemnation, destruction or other disposition;

         (b) To the setting up of such reserves as are reasonably necessary for
any contingent liabilities or obligations of the Partnership or for the
operation of the Partnership, as determined solely by the General Partner in
good faith;

         (c) To the payment of debts and liabilities of the Partnership to the
Limited Partners other than in respect to the Outstanding Capital Contributions
of the Limited Partners;

         (d) To the payment of debts and liabilities of the Partnership to the
General Partner other than in respect of the Outstanding Capital Contributions
of the General Partner; and

         (e) To the Partners in accordance with the positive balances in their
Capital Accounts.

         SECTION 4.04. ALLOCATION OF PROFITS AND LOSSES.

         (a) After giving effect to the special allocations set forth in
Sections 4.05 and 4.06 hereof, including chargebacks of minimum gain, for each
fiscal year of the Partnership or portion thereof, all Profits shall be
allocated as follows:

                  (i)      Profits shall first be allocated to the Partners to
                           offset any net Losses allocated pursuant to
                           4.4(b)(ii) below until each Partner's Capital Account
                           has been brought equal to zero;

                  (ii)     Profits shall then be allocated to offset any net
                           Losses allocated pursuant to 4.04(b)(i) below; and

                  (iii)    Any remaining Profits shall be allocated to the
                           Partners according to their Percentage Shares.

         (b) For each fiscal year of the Partnership or portion thereof, all
Losses shall be allocated to the Partners as follows:

                  (i)      First, to each Partner having a positive balance in
                           its Capital Account in the proportion that such
                           Partner's positive Capital Account balance bears to
                           the total of all positive Capital Account balances of
                           Partners until all such positive Capital Account
                           balances equal zero; and

                  (ii)     Second, to the Partners according to their Percentage
                           Shares.


                                       12
   14
                  (iii)    Notwithstanding (i) and (ii) above, in accordance
                           with Treasury Regulations Section
                           1.704-1(b)(2)(ii)(d), the allocation of loss,
                           deduction or Code Section 705(a)(2)(B) Expenditures
                           to a Partner shall not exceed the maximum amount that
                           can be so allocated without causing a violation of
                           the alternate test of economic effect.

         (c) In connection with any Capital Transaction treated as an
installment sale, Profits or Losses shall, for purposes of adjusting the
Partners' respective Capital Accounts, be allocated under the foregoing
provisions of this section as though the principal amount of the deferred
obligation were received in full at the time of sale. In connection with any
Capital Transaction properly treated as an installment sale under the Code, the
portion of the Profits or Losses in each installment allocable to a given
Partner shall, for federal income tax purposes, be in proportion to the
Partner's total share of Profits or Losses from the Capital Transaction
allocated to the Partner pursuant to the foregoing provisions of this section.

         (d) For purposes of this section, the determination of a Partner's
Capital Account shall be made without taking into account any liabilities
treated as a contribution of money pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(c) (if the Partnership's payment of such liabilities would be
treated as a distribution of money pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(c)).

         SECTION 4.05. SPECIAL ALLOCATIONS.

         (a) The Partnership shall make the qualified income offset allocation
required by the alternate test for economic effect under Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

         (b) In the event any Partner has a deficit Capital Account at the end
of any Partnership fiscal year that is in excess of the amount such Partner is
obligated to restore to the Partnership, each such Partner shall be specially
allocated items of Partnership income and gain in the amount of such excess as
quickly as possible.

         (c) The Partnership shall make as appropriate to the Partnership and
the Partners all allocation of nonrecourse deductions and minimum gain
chargebacks in accordance with the Code and Treasury Regulations.

         SECTION 4.06. CURATIVE ALLOCATIONS.

         (a) Notwithstanding any other provision of this Agreement, the
allocations made pursuant to Section 4.05 hereof shall be taken into account in
allocating other Profits, Losses, and items of income, gain, loss, and deduction
among the Partners so that, to the extent possible, the net amount of such
allocations to each Partner shall be equal to the net amount that would have
been allocated to each such Partner if the allocations made pursuant to Section
4.05 had not occurred.

                                       13
   15
         (b) The Tax Matters Partner shall have reasonable discretion, with
respect to each Partnership fiscal year, to (i) apply the provisions of this
Sections 4.06 in whatever order is likely to minimize the economic distortions
that might otherwise result from the allocations made pursuant to Section 4.05

         SECTION 4.07. OTHER ALLOCATION RULES. Solely for purposes of
determining a Partner's proportionate share of the "excess nonrecourse
liabilities" of the Partnership within the meaning of Section 1.752-3(a)(3) of
the Treasury Regulations, such excess nonrecourse liabilities shall be allocated
among the Partners in the manner in which it is reasonably expected (as
determined by the Tax Matters Partner) that the deductions attributed to those
nonrecourse liabilities will be allocated.

         SECTION 4.08. TAX ALLOCATIONS; CODE SECTION 704(C). In the event any
Partnership property is reflected on the books of the Partnership at a book
value that differs from the adjusted tax basis of such property at the time of
its contribution to the Partnership or its revaluation pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(d) or 1.704-1(b)(2)(iv)(f), respectively,
income, gain, loss, and deduction with respect to such property shall, solely
for tax purposes, be allocated among the Partners in the manner required by Code
Section 704(c) and Treasury Regulations Section 1.704-1(b)(4)(i).

         SECTION 4.09. GENERAL PROVISIONS. Whenever a proportionate part of
Partnership Profit or Loss is credited or charged to a Partner's Capital
Account, every item of income, gain, loss, deduction, credit or tax preference
entering into the computation of such Profit or Loss, or applicable to the
period during which such Profit or Loss was realized, shall be considered
credited or charged, as the case may be, to such account in the same proportion;
provided, however, that in the event of an increase or a decrease in the
interest of a Partner at any time after the Partnership's initial fiscal year
other than at the end of a fiscal year of the Partnership, the share of the
Profits and Losses and the net Distributable Cash of the Partnership shall be
allocated among the Persons whose shares are changed in the same ratio as the
number of days in such Partnership fiscal year before and after the date of such
transfer, except that sale Profits and Losses, refinancing proceeds and the
gain, loss and proceeds arising out of other extraordinary transactions shall be
credited to the Person who is a Partner as of the date of such event.

         SECTION 4.10. NO INTEREST ON CAPITAL ACCOUNTS. No Partner shall be
entitled to receive any interest from the Partnership on account of the amount
of such Partner's Capital Account.

         SECTION 4.11. DISTRIBUTION OF PROPERTY. Unless the Partners otherwise
agree, in the event it becomes necessary to make a distribution of Partnership
property in kind, then such property shall be transferred and conveyed to the
Partners, or their assigns, so as to vest in each of them as a tenant-in-common,
a percentage interest in the whole of said property equal to the percentage
interest such Partner would have received had such property not been distributed
in kind.

                                       14
   16
         SECTION 4.12. RETURN OF CAPITAL CONTRIBUTION. Except as provided in
this Agreement, no Partner shall be entitled to withdraw any part of its Capital
Contribution or to receive any distributions from the Partnership except as
provided by this Agreement. No Partner shall have the right to demand or receive
property other than cash in return for its Capital Contribution; and if upon
dissolution the Partnership property remaining after the payment or discharge of
debts and liabilities of the Partnership is insufficient to return said
contributions, a Limited Partner shall have no recourse against the General
Partner or any other Limited Partner.


                                    ARTICLE V

                   ACCOUNTING, REPORTING AND HOLDING OF ASSETS

         SECTION 5.01. FISCAL YEAR. The fiscal year of the Partnership shall
commence on the 1st day of March and continue through the last day of February.

         SECTION 5.02. ACCOUNTING. The books of account and records of the
Partnership shall be located at such place as may be specified by the General
Partner and shall be kept and maintained on a federal income tax basis. All
assets of the Partnership shall be reflected on the books of the Partnership at
their adjusted basis as determined for the purpose of reporting gain or loss
under the Code.

         SECTION 5.03. RIGHT TO INSPECTION. Each Partner or such Partner's duly
authorized agent shall at all reasonable times have access to and the right to
inspect and copy any of the books and records of the Partnership.

         SECTION 5.04. HOLDING AND TRANSFER OF ASSETS. All property, real or
personal, owned by the Partnership shall be deemed to be owned by the
Partnership as an entity, and no Partner or Assignee, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Title to any or all of the Partnership assets may be held
in the name of the Partnership, of the General Partner, or of one or more
nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which legal title is held
in its name shall be held in trust by the General Partner for the use and
benefit of the Partnership in accordance with the terms or provisions of this
Agreement. All Partnership assets shall be recorded as the property of the
Partnership on its books and records, without respect to the name in which legal
title to such Partnership assets is held. Any deed, bill of sale, note,
mortgage, contract for sale or other document to which the Partnership is a
party shall be valid and binding upon the Partnership if signed only by the
General Partner, and any Person dealing with the Partnership may fully rely on
the authority granted by this section and shall not be required to make any
inquiry or investigation of the authority of such Person.

         SECTION 5.05. BANK ACCOUNTS. Funds of the Partnership may be deposited
in its name in such bank account or accounts as shall be designated from time to
time by the

                                       15
   17
General Partner. All withdrawals from Partnership accounts shall be made upon
checks signed by or upon the authorization of the General Partner. The General
Partner may designate one or more Persons to sign checks upon its authorization.

         SECTION 5.06. TAX STATUS; NOTICE OF TAX CONTROVERSY. The Partnership
shall be treated and shall file its tax returns as a partnership for federal,
state and municipal income tax and other tax purposes. If any Partner shall
receive notice of a tax examination of the Partnership by federal, state or
local authorities, such Partner shall immediately give notice thereof to the
other Partners.

         SECTION 5.07. TAX MATTERS PARTNER; TAX ELECTIONS. The Person named in
Section 1.04 as "Tax Matters Partner" is hereby designated as the tax matters
partner of the Partnership under Subchapter C of Chapter 63 as contained in
subtitle F of the Code. All elections permitted to be made by the Partnership
under the Code shall be made by the Tax Matters Partner. Without limiting the
generality of the foregoing, the Tax Matters Partner is authorized to make an
election on behalf of the Partnership under Section 754 of the Code. On or
before February 28 of each year or as soon as practicable thereafter (but prior
to the expiration of any extension for filing of tax returns), the Tax Matters
Partner shall cause to be prepared and distributed to the Partners the
Partnership's federal and state tax returns. Failure of any Partner to object to
the tax return within thirty (30) days after receipt of its K-1 Schedule (or any
substitute or additional form hereafter required by the Code or Treasury
Regulations) shall be deemed to be approval of such tax return as filed.

         SECTION 5.08. TAX MATTERS PARTNER NOT LIABLE. The Tax Matters Partner
shall not be liable to any Partner or the Partnership on account of any action
taken or not taken so long as he shall act in good faith in such capacity.
Without limiting the generality thereof, the Tax Matters Partner shall be deemed
to have acted in good faith in taking any action which benefits Partners holding
at least 50% of the interest in the Partnership, measured by Percentage Shares.


                                   ARTICLE VI

                           DISSOLUTION OF PARTNERSHIP

         SECTION 6.01. DISSOLUTION. The Partnership shall be dissolved and,
unless continued, its assets shall be disposed of and its affairs wound up upon
the occurrence of any of the following events:

         (a) The Partners voluntarily agree to dissolve the Partnership.

         (b) The term stated in Section 1.03 expires.

         (c) The Bankruptcy of the Partnership.


                                       16
   18
         (d) The withdrawal, termination of existence or Bankruptcy of the
General Partner and the failure of the Limited Partners to exercise the right
provided in the first sentence of Section 7.02.

         SECTION 6.02. DEEMED CONTRIBUTION AND LIQUIDATION. Notwithstanding any
other provisions of this Article VI, in the event the Partnership is liquidated
within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but
where the Partnership is continued, the Partnership's assets shall not be
liquidated, the Partnership's liabilities shall not be paid or discharged, and
the Partnership's affairs shall not be wound up. Instead, the Partnership shall
be deemed to have contributed its assets to a new partnership (the "Successor
Partnership"), and immediately thereafter, the Partners shall be deemed to have
received interests in the Successor Partnership in liquidation of the
Partnership without effecting any change in the ownership of interests in the
Partnership or the Successor Partnership as a result of such contribution and
liquidation.

                                   ARTICLE VII

                           CHANGES IN GENERAL PARTNER

         SECTION 7.01. WITHDRAWAL OF THE GENERAL PARTNER. The General Partner
shall not voluntarily withdraw from the Partnership or sell, assign or otherwise
dispose of all or substantially all of its assets, or take any action described
in items (B), (C) or (D) of the definition of "Bankruptcy" in Section 1.04, or
sell, assign, or otherwise dispose of its Partnership interest without the prior
written consent of Limited Partners owning a majority of the Percentage Shares
owned by all Limited Partners.

         SECTION 7.02. CONTINUATION OF PARTNERSHIP. In the event of the
Bankruptcy, termination of existence or withdrawal of the General Partner, all
powers granted to the General Partner shall terminate and the Limited Partners
owning a majority of the Percentage Shares owned by all Limited Partners shall
have the right to select a new general partner or general partners and to
continue the business of the Partnership as a successor limited partnership. If
the Limited Partners exercise such right, the successor limited partnership
shall be governed by the terms and provisions of this Agreement.


                                       17
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                                  ARTICLE VIII

                           CHANGES IN LIMITED PARTNERS

         SECTION 8.01. DISSOLUTION OR BANKRUPTCY OF A LIMITED PARTNER. The
dissolution or Bankruptcy of a Limited Partner shall not dissolve the
Partnership. Upon notice of such event thereof to the General Partner and the
receipt by the General Partner of all instruments of transfer and other
documents for the protection of the Partnership as the General Partner deems
appropriate under the circumstances, the successor interest of the dissolved or
Bankrupt Limited Partner shall become an Assignee of the interest of such
Limited Partner and be entitled, subject to the terms and conditions of this
Agreement, to all further allocations and distributions on account of the
interest of such Limited Partner in the Partnership; however, no transferee of
the interest of the dissolved or Bankrupt Limited Partner shall become a
Substituted Partner without first obtaining the written consent of the General
Partner.

         SECTION 8.02. TRANSFER AND ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST.

         (a) A Limited Partner shall have the right to assign the whole or any
portion of its interest in the Partnership to any Person by a written
assignment; provided that (i) the terms of such assignment are not in
contravention of any of the provisions of this Agreement; (ii) such assignment
is fully executed by the assignor and Assignee; (iii) such assignment is
received by the Partnership and recorded on the books thereof; (iv) the General
Partner, in its sole discretion, approves the transfer, and (v) the Limited
Partner provides an opinion, if required by the General Partner, satisfactory to
the General Partner, that no material adverse tax or securities law effects will
result from such assignment.

         (b) In the event of an assignment of a Limited Partner's interest, the
following rules shall govern:

                  (i)      The effective date of an assignment of Partnership
                           interest shall be that date set forth on the written
                           instrument of assignment; provided, however, that no
                           assignment shall be retroactive.

                  (ii)     Anything herein to the contrary notwithstanding, both
                           the Partnership and the General Partner shall be
                           entitled to treat the Partner or Assignee with
                           respect to such Partnership interest as the absolute
                           owner thereof in all respects and shall incur no
                           liability for Distributions of cash or other property
                           made in good faith to such Partner or Assignee until
                           such time as the written assignment has been
                           delivered to the Partnership for registration of the
                           assignment and any

                                       18
   20
                           required approvals are given.

                  (iii)    An Assignee shall be entitled to receive
                           Distributions of cash or other property from the
                           Partnership attributable to the interest acquired by
                           reason of such assignment from and after the date of
                           the assignment of such interest to the Assignee
                           except as provided in subparagraph (ii) above.

                  (iv)     The Profits, Losses, income, expense, deductions or
                           credits attributable to the interest acquired by
                           reason of such assignment shall be divided among and
                           allocated between the assignor and Assignee of such
                           interest and in accordance with subparagraph (v)
                           below.

                  (v)      The division and allocation of Profits, Losses,
                           income, expense, deductions or credits attributable
                           to the Partnership interest between assignor and
                           Assignee during any fiscal year of the Partnership
                           shall be based upon the length of time during such
                           fiscal year, as measured by the effective date of the
                           assignment, that the interest was owned by each of
                           them and shall not be based upon the date or dates
                           during such fiscal year on which Profits were earned
                           or Losses were incurred by the Partnership.

         SECTION 8.03. SUBSTITUTION AS A LIMITED PARTNER. No Assignee of the
whole or any portion of a Limited Partner's interest shall have the right to
become a Substituted Partner in place of the assignor unless all of the
following conditions are satisfied:

                  (i)      The assignor and Assignee execute and acknowledge a
                           written instrument of assignment, together with such
                           other instruments as the General Partner may deem
                           necessary or desirable to effect the admission of the
                           Assignee as a Substituted Partner.

                  (ii)     Such instrument of assignment provided for herein has
                           been delivered to and received by the General
                           Partner.

                  (iii)    The conditions to such substitution in Section 8.04
                           have been satisfied and any approvals required by
                           Section 8.05 to such substitution have been obtained.

                  (iv)     The written consent of the General Partner to such
                           substitution has been obtained, the granting or
                           denial of which shall be within the sole and absolute
                           discretion of the General Partner; provided that the
                           consent of the General Partner to such substitution
                           shall be withheld if the General Partner shall

                                       19
   21
                           not have received evidence satisfactory to it that
                           the Substituted Partner is authorized to acquire the
                           interest so assigned and has the appropriate
                           financial resources to acquire and maintain the
                           Partnership interest assigned to it.

                  (v)      A transfer fee has been paid to the Partnership which
                           is sufficient to cover all reasonable expenses
                           connected with such assignment and substitution,
                           including, but not limited to, legal and filing or
                           recording fees.

         SECTION 8.04. ADDITIONAL CONDITIONS TO ASSIGNMENT AND SUBSTITUTION. The
General Partner and the Partnership shall not recognize any assignment or
substitution for any purpose if (a) such transfer together with prior transfers
would result in the sale or exchange of fifty percent (50%) or more of the total
interest in the Partnership capital and profits within a twelve-month period, or
(b) the Partnership shall not have received, if required by the General Partner,
an opinion of counsel to the effect that such sale (i) will not result in
termination of the Partnership under the Act; (ii) will not result in
termination of the Partnership for federal income tax purposes or, if it does
result in such a termination, such termination will not cause material adverse
federal income tax consequences to the Partnership or the Partners requesting
the opinion; (iii) will not change the status of the Partnership as a
partnership for federal income tax purposes; (iv) will not give rise to
liability of the Partnership, any Partner or any agent or advisor of any Partner
for violation of the securities laws of the United States or any state thereof;
and (v) will not cause the Partnership to become subject to payment of the
Indiana Gross Income Tax.

         SECTION 8.05. EFFECT OF TRANSFER. Any Assignee or other transferee of
an interest in the Partnership shall take subject to the restrictions and
conditions to assignment imposed by this Article.


                                   ARTICLE IX

                                   LIQUIDATION

         SECTION 9.01. LIQUIDATION DETERMINATION. In the event of dissolution
where continuation of the Partnership is not provided for, the Partnership shall
be liquidated. For purposes of this Article IX, liquidation for tax purposes
shall occur upon the earlier of the date upon which the Partnership is
terminated under Code Section 708(b)(1) or the date upon which the Partnership
ceases to be a going concern (even though it may continue in existence for the
purpose of winding up its affairs, paying its debts, and distributing any
remaining balance to the Partners).

                                       20
   22
         SECTION 9.02. ALLOCATION OF LIQUIDATION PROCEEDS.

         (a) Upon liquidation of the Partnership, the proceeds shall be applied
and distributed in the following manner and order of priority:

                  (i)      to the payment of liabilities of creditors other than
                           Partners and to the expenses of liquidation;

                  (ii)     to the setting up of any reserves which the General
                           Partner determines reasonably necessary for any
                           contingent liabilities of the Partnership or of any
                           Partner arising out of or in connection with a
                           Partnership liability, which revenues shall be paid
                           over by the General Partner to an escrow agent or
                           shall be held for the purpose of disbursing such
                           reserves in payment of any such contingent
                           liabilities and, at the expiration of such period as
                           the General Partner shall deem advisable, the balance
                           of which shall be distributed as otherwise provided
                           in this section;

                  (iii)    to the payment of any liabilities to the Partners
                           (other than Capital Accounts), arising out of or in
                           connection with a Partnership liability, or if the
                           amount available for such payment is insufficient, a
                           pro rata portion thereof; and

                  (iv)     the remainder to the Partners in accordance with
                           Article IV of this Agreement.

         (b) Liquidation proceeds shall be distributed within the time limits
required by the Code.

         SECTION 9.03. LIQUIDATION PROCEDURE. A reasonable time, as determined
by the General Partner, from the date of an event of dissolution shall be
allowed for the orderly liquidation of the assets of the Partnership and the
discharge of its liabilities. Upon the completion of dissolution in accordance
with the terms hereof, the Partnership shall terminate and the General Partner
shall execute, acknowledge and cause to be filed a certificate of cancellation
of the Partnership whereupon it shall cease to exist in all respects. In the
event of a dissolution of the Partnership, liquidation of the assets of the
Partnership and discharge of its liabilities may be carried out by a liquidation
trustee or receiver, who shall be a bank or trust company or other Person or
firm having experience in managing, liquidating or otherwise handling property
of the type then owned by the Partnership. Such liquidating trustee or receiver
shall be designated by the General Partner. A liquidation trustee shall be not
personally liable for the debts of the Partnership but otherwise shall have such
obligations and authorities as are given the General Partner pursuant to this
Agreement or as may be agreed upon between the Partners and said

                                       21
   23
liquidation trustee.


                                    ARTICLE X

                   PAYMENTS TO GENERAL PARTNER AND AFFILIATES

         SECTION 10.01. PARTNERSHIP EXPENSES. The Partnership shall pay all
expenses (which expenses shall be billed directly to the Partnership) of the
Partnership which may include, but are not limited to: (i) all costs of
personnel employed by the Partnership and involved in the business of the
Partnership, (ii) all costs of borrowed money and taxes applicable to the
Partnership, (iii) legal, audit, accounting, brokerage and other fees, (iv)
printing, engraving and other expenses and taxes incurred in connection with the
issuance, distribution, transfer, registration and recording of documents
evidencing ownership of an interest in the Partnership or in connection with the
business of the Partnership, (v) fees and expenses paid to independent
contractors, brokers, consultants and other agents, (vi) the cost of any
insurance required in connection with the business of the Partnership, (vii)
expenses of organizing, revising, amending, converting, modifying or terminating
the Partnership, (viii) expenses in connection with distributions made by the
Partnership to, and communications and bookkeeping and clerical work necessary
in maintaining relations with the Limited Partners, including the cost of
preparation of consents, (ix) expenses in connection with preparing reports
required to be furnished to the Limited Partners for investor, tax reporting or
other purposes, or which reports the General Partner deems the furnishing
thereof to the Limited Partners to be in the best interests of the Partnership,
(x) costs of any accounting, statistical or bookkeeping equipment necessary for
the maintenance of the books and records of the Partnership, and (xi) the cost
of preparation and dissemination of the informational material and documentation
relating to potential sale, refinancing or other disposition of Partnership
assets.


                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.01. NOTICE. All notices, elections, consents and approvals
under this Agreement shall be in writing, and shall be effectively given to any
Partner if delivered to the Partner or if mailed by certified mail, return
receipt requested, to such Partner at the address provided to the Partnership.
Any Partner may change his or its address for notice by giving notice of such
change to the General Partner.

         SECTION 11.02. CONSTRUCTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana. In the event any
laws, rules, or regulations applicable to the Partnership require any Partner,
or any group or class thereof, to have certain rights, options, privileges, or
consents not granted by the terms of this Agreement, then such Partners shall
have and enjoy such rights, options, privileges,

                                       22
   24
and consents so long as (but only so long as) the existence thereof does not
result in a loss of the limitation on liability enjoyed by any other Limited
Partner under the Act or the applicable laws of any other jurisdiction.

         SECTION 11.03. ASSIGNS AND SUCCESSORS IN INTEREST. Except as otherwise
provided herein, this Agreement shall be binding upon and shall run for the
benefit of the parties executing this Agreement, and the personal
representatives, heirs, legatees, devisees, assigns and successors in interest
of the Partners.

         SECTION 11.04. ASSIGNMENT. No Partner to this Agreement may assign its
Partnership interest or any right therein to any other Person except with the
express written consent of the other Partners or as otherwise provided in this
Agreement. However, in the event of any assignment of a Partnership interest in
accordance with the provisions of this Agreement, the Partners agree to execute
such documents as may be necessary to effectuate such change, including required
changes to this Agreement and the Certificate described in Section 11.06.

         SECTION 11.05.  AMENDMENT.

         (a) The General Partner, without obtaining the consent of the Limited
Partners, may amend this Agreement at any time, in its sole and exclusive
discretion, but only to reflect:

                  (i)      a change in the name of the Partnership;

                  (ii)     a change in the principal place of business of the
                           Partnership;

                  (iii)    the admission, substitution, termination, or
                           withdrawal of Partners in accordance with this
                           Agreement;

                  (iv)     a change in address of any Partner;

                  (v)      a change that is (A) of an inconsequential nature and
                           does not adversely affect any Limited Partner or any
                           Assignees in any material respect, or (B) required or
                           contemplated by this Agreement;

                  (vi)     a change in any provision of this Agreement which
                           requires any action to be taken by or on behalf of
                           the General Partner or the Partnership pursuant to
                           the requirements of applicable law if the provisions
                           of applicable law are amended, modified, or revoked
                           so that the taking of such action is no longer
                           required; or

                  (vii)    any other amendments similar to the foregoing.


                                       23
   25
The authority set forth in subsection (vi) shall specifically include the
authority to make such amendments to this Agreement and to the Certificate of
Limited Partnership as the General Partner deems necessary or desirable in the
event the Act is amended to eliminate or change any provision now in effect.

         (b) This Agreement may be otherwise amended upon the consent of both
the General Partner and the Limited Partners owning at least a majority of the
Percentage Shares owned by all Limited Partners.

         SECTION 11.06. CERTIFICATE OF LIMITED PARTNERSHIP. The Partnership
shall file a Certificate of Limited Partnership in such office or offices in
such jurisdiction or jurisdictions where such a filing is required by applicable
law or deemed desirable by the General Partner. In the event of any change
requiring the cancellation or amendment of such certificate under the Act or
such other applicable law, the General Partner shall cause the certificate to be
cancelled or amended in accordance with law by an appropriate filing, without
the necessity of first obtaining the prior consent of the Limited Partners.

         SECTION 11.07. FURTHER ASSURANCES. The Partners will execute and
deliver such further instruments and do such further acts and things as may be
necessary to carry out the intent and purpose of this Agreement.

         SECTION 11.08. WARRANTIES OF REPRESENTATIVES. Each Person executing
this Agreement on behalf of a party hereto represents and warrants that he has
been fully empowered to execute this Agreement, and that all necessary action
for the execution of this Agreement has been taken.

         SECTION 11.09. COMPUTATION OF TIME. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall not be included. The last day of
the period so computed shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall run until the end of the next day
that is not a Saturday, Sunday or legal holiday.

         SECTION 11.10. IDENTIFICATION OF OWNERS. If any governmental agency
requires reporting or disclosure of ownership, control or financial condition,
each Partner and Assignee shall, upon request of the General Partner, promptly
submit to the General Partner a list showing the name and address of all Persons
having any direct, indirect or beneficial ownership of such Partner or Assignee,
together with such Person's ownership interest.

         SECTION 11.11. CAPTIONS. Article titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision hereof.

         SECTION 11.12. IDENTIFICATION. Whenever the singular number is used in
this Agreement and when required by the context, the same shall include the
plural; and the

                                       24
   26
masculine gender shall include the feminine and neuter genders.

         SECTION 11.13. COUNTERPARTS. This Agreement may be executed in any
number of counterparts or by separate signature pages identified as such and all
of such counterparts or signature pages shall for all purposes constitute an
agreement binding on the parties hereto, notwithstanding that all parties are
not signatory to the same counterpart or signature page.

         SECTION 11.14. PARTNERS' CAPABILITY. Anything in this Agreement to the
contrary notwithstanding, no Partner, or any Assignee of the interests thereof,
shall be a Person or organization prohibited by law from becoming such. Any
assignment of an interest in the Partnership to any Person or organization not
meeting such standard shall be void and ineffective and shall not bind the
Partnership.

         SECTION 11.15. SEVERABILITY. If any provision of this Agreement shall
be declared invalid or unenforceable, the remainder of this Agreement will
continue in full force and effect so far as the intent of the parties can be
carried out.

         SECTION 11.16. LIMITATION ON BENEFITS OF THIS AGREEMENT. It is the
explicit intention of the Partners that no Person other than the Partners and
the Partnership (and, to the extent provided in Section 3.08, the Persons
entitled to be indemnified thereunder) is or shall be entitled to bring any
action by or on behalf of the Partnership to enforce any provision of this
Agreement against any Partner (or its successors and assigns) or the
Partnership, and that the covenants, undertakings, and agreements set forth in
this Agreement shall be solely for the benefit of, and shall be enforceable only
by, the Partners (or their respective successors and assigns as permitted
hereunder) and the Partnership (and, to the extent provided in Section 3.08, the
Persons entitled to be indemnified thereunder).

         SECTION 11.18. APPROVAL OR CONSENT. Except as otherwise provided
herein, any approval or consent required in this Agreement by Partners shall be
deemed given upon the affirmative vote at a meeting, or the execution of a
written ballot or consent form indicating consent, by Partners owning at least a
majority of the Percentage Shares owned by all Partners required so to consent
to or approve the matter. The terms "consent" and "approve" have the same
meanings in this Agreement and shall be interchangeable for purposes of applying
the Act.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Limited Partnership this 17th day of June, 1998.

                                      GENERAL PARTNER:

                                      EMMIS BROADCASTING CORPORATION


                                       25
   27
                                      By:   /s/ Norman H. Gurwitz
                                         ---------------------------------------
                                             Norman H. Gurwitz, Executive Vice
                                             President


                                       26
   28
                                      LIMITED PARTNERS:

                                      TEXAS MONTHLY, INC.



                                      By:   /s/ Norman H. Gurwitz
                                         ---------------------------------------
                                             Norman H. Gurwitz, Executive Vice
                                             President


                                       27
   29
                                    EXHIBIT A

                          PARTNERS AND THEIR INTERESTS



                                                                   PERCENTAGE
PARTNER                                                               SHARE

General Partner:

Emmis Broadcasting Corporation                                           1%

Limited Partners:

Texas Monthly, Inc.                                                     99%


                                       28
   30
                                 FIRST AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       EMMIS TELEVISION BROADCASTING, L.P.


         The undersigned partners of Emmis Television Broadcasting, L.P.
(hereinafter referred to as the "Partnership") hereby amend the Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement") as follows:

         Section 1. The exact text of Article I Section 1.01 of the Partnership
Agreement now reads as follows:

             Name. The name of the Partnership is Emmis Television Broadcasting,
L.P.

         Section 2. In all other respects, the Partnership Agreement shall
remain in full force and effect.


         This First Amendment to the Agreement of Limited Partnership is
effective as of June 17, 1998.


                                            Emmis Broadcasting Corporation



                                            By:    /s/ Norman H. Gurwitz
                                                --------------------------------
                                                     Norman H. Gurwitz
                                                     Executive Vice President


                                            Texas Monthly, Inc.



                                            By:     /s/ Norman H. Gurwitz
                                                --------------------------------
                                                     Norman H. Gurwitz
                                                     Executive Vice President

                                       2
   31
                                SECOND AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                       EMMIS TELEVISION BROADCASTING, L.P.


         The undersigned partners of Emmis Television Broadcasting, L.P.
(hereinafter referred to as the "Partnership") hereby amend the Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement") as follows:

         Section 1. The exact text of Article III, Section 3.01 of the
Partnership Agreement now reads as follows:

         Scope of Partnership. The specific purpose of the Partnership is to
         engage in the business of television broadcasting. The general purposes
         of the Partnership are to do each and every thing necessary, suitable
         or proper for the accomplishment of the specific purpose or the
         attainment of any one or more of the objects herein enumerated, either
         alone, or in association with, or as agent or representative for, other
         corporations (whether public, governmental or private), partnerships,
         individuals, or entities, or to accomplish any other lawful business
         whatsoever, or which shall at any time appear conducive to or expedient
         for the protection or benefit of the Partnership.

         Section 2. In all other respects, the Partnership Agreement shall
remain in full force and effect.

         This Second Amendment to the Agreement of Limited Partnership is
effective as of January 22, 2000.

                                            EMMIS BROADCASTING CORPORATION



                                            By:   /s/ Norman H. Gurwitz
                                               ---------------------------------
                                                       Norman H. Gurwitz,
                                                       Executive Vice President


                                            TEXAS MONTHLY, INC.


                                            By:  /s/ Norman H. Gurwitz
                                               ---------------------------------
                                                       Norman H. Gurwitz,
                                                       Executive Vice President

EX-3.27

   1
                                                                    Exhibit 3.27


                   CERTIFICATE OF INDIANA LIMITED PARTNERSHIP
                                       OF
                       EMMIS TELEVISION BROADCASTING, L.P.

         Pursuant to the provisions of the Indiana Revised Uniform Limited
Partnership Act, I.C. 23-16 et seq., the undersigned general partner hereby
forms the limited partnership named below:

         1.       The name of the limited partnership is: Emmis Television
                  Broadcasting, L.P.

         2.       The address of the office at which the records required by IC
                  23-16-2-3(a) are to be kept is: 950 North Meridian Street,
                  Suite 1200, Indianapolis, Indiana 46204

         3.       The name and business address of its registered agent is:

                             David L. Wills, Esq.
                             2700 First Indiana Plaza
                             135 North Pennsylvania Street
                             Indianapolis, Indiana 46204

         4.       The name and business address of the general partner is:

                             Emmis Broadcasting Corporation
                             950 North Meridian Street, Suite 1200
                             Indianapolis, Indiana 46204

         5.       The latest date upon which the limited partnership is to
                  dissolve is December 31, 2048.

         6.       This certificate is effective on the filing date.

         Executed by the General Partner of the limited partnership this 10th
day of June, 1998.

                                         Emmis Broadcasting Corporation,
                                         General Partner

                                         By:        /s/ Norman H. Gurwitz
                                              ----------------------------------
                                                 Norman H. Gurwitz, Secretary

EX-3.28

   1
                                                                    Exhibit 3.28


                            ARTICLES OF INCORPORATION

                                        I

The name of this corporation is EMMIS LICENSE CORPORATION

                                       II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

The name and address in the State of California of this corporation and its
initial agent for service of process is:

         Name     Gary Kaseff
              ---------------
         Street Address Warner Center Plaza V, 21800 Oxnard Street, #790
                        ------------------------------------------------
         City   Woodland Hills                State   CALIFORNIA   Zip   91367
               -----------------------------         ------------      ---------

                                       IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.




                                                ________________________________
                                                J. Scott Enright, Incorporator
                                                Bose McKinney & Evans
                                                135 North Pennsylvania Street
                                                Suite 2700
                                                Indianapolis, Indiana 46204

EX-3.29

   1
                                                                    Exhibit 3.29


                            EMMIS LICENSE CORPORATION
                                     BYLAWS


                                    ARTICLE I
                                     OFFICES

         Section 1. The Corporation's principal executive office shall be
located at 4444 Lakeside Drive, Suite 320, Burbank, California 91505.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of Shareholders for the election of members of
the Board of Directors shall be held in the State of California, at such place
as may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

         Section 2. Annual meetings of Shareholders, commencing with the year
1999, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.


                                       1
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of Shareholders for any purpose other than
the election of members of the Board of Directors may be held at such time and
place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

         Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote


                                       2
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

         Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy(other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V
                                    DIRECTORS

         Section 1. The number of Directors shall be five (5). Directors need
not be residents of the State of California nor Shareholders of the Corporation.
The Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

         Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.


                                       3
   4
         Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

         Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

         Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

         Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the


                                       4
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

         Section 1. The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the By-Laws or otherwise, may designate two
or more Directors, each of which must be a resident of the State of California,
to constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at


                                       5
   6
the time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile telecommunication. Notice to any
Shareholder shall be given at the address furnished by such Shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of
record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

         Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.


                                       6
   7
                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

         Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

         Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.


                                       7
   8
         Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

         Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

         Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

         Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an


                                       8
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.


                                       9
   10
         A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation shall commence on the 1st
day of March and end on the last day of February.


                                       10
   11
                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

         Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

         Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its


                                       11
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parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.


                                       12

EX-3.30

   1
                                                                    Exhibit 3.30


                            ARTICLES OF INCORPORATION

                                        I

The name of this corporation is EMMIS FM LICENSE CORPORATION OF ST. LOUIS.

                                       II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

The name and address in the State of California of this corporation and its
initial agent for service of process is:

         Name     Gary Kaseff
              ---------------
         Street Address Warner Center Plaza V, 21800 Oxnard Street, #790
                        ------------------------------------------------
         City   Woodland Hills                State  CALIFORNIA   Zip   91367
              -------------------------------       ------------      ---------

                                       IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.




                                              /s/ J. Scott Enright
                                            -----------------------------------
                                            J. Scott Enright, Incorporator
                                            Bose McKinney & Evans
                                            135 North Pennsylvania Street
                                            Suite 2700
                                            Indianapolis, Indiana 46204

   2
                         CERTIFICATE OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF
                    EMMIS FM LICENSE CORPORATION OF ST. LOUIS

         The undersigned certify that:

1.       They are the PRESIDENT and the SECRETARY, respectively, of Emmis FM
         License Corporation of St. Louis, a California corporation.

2.       Article I of the Articles of Incorporation of this corporation is
         amended to read as follows:

        The name of this Corporation is Emmis Radio License Corporation.

3.       The foregoing amendment of Articles of Incorporation has been duly
         approved by the board of directors.

4.       The foregoing amendment of Articles of Incorporation has been duly
         approved by the required vote of shareholders in accordance with
         Section 902, California Corporations Code. The total number of
         outstanding shares of the corporation is one thousand (1,000). The
         number of shares voting in favor of the amendment equaled or exceeded
         the vote required. The percentage vote required was more than 50%.

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         DATE:  April 10, 2001


                                                 /s/ Doyle L. Rose
                                               ---------------------------------
                                               Doyle L. Rose, President


                                                 /s/ Norman H. Gurwitz
                                               ---------------------------------
                                               Norman H. Gurwitz, Secretary

EX-3.31

   1
                                                                    Exhibit 3.31


                         EMMIS RADIO LICENSE CORPORATION
                                     BYLAWS


                                    ARTICLE I
                                     OFFICES

         Section 1. The Corporation's principal executive office shall be
located at 4444 Lakeside Drive, Suite 320, Burbank, California 91505.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of Shareholders for the election of members of
the Board of Directors shall be held in the State of California, at such place
as may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

         Section 2. Annual meetings of Shareholders, commencing with the year
1998, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of Shareholders for any purpose other than
the election of members of the Board of Directors may be held at such time and
place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

         Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

         Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy (other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V
                                    DIRECTORS

         Section 1. The number of Directors shall be five (5). Directors need
not be residents of the State of California nor Shareholders of the Corporation.
The Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

         Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.
   4
         Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

         Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

         Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

         Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

         Section 1. The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the By-Laws or otherwise, may designate two
or more Directors, each of which must be a resident of the State of California,
to constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at
   6
the time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile telecommunication. Notice to any
Shareholder shall be given at the address furnished by such Shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of
record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

         Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
   7
                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

         Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

         Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.
   8
         Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

         Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

         Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

         Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.
   10
         A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                  FISCAL YEAR

         Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
   11
                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

         Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

         Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its
   12
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.

EX-3.32

   1
                                                                    Exhibit 3.32


                            ARTICLES OF INCORPORATION

                                        I

The name of this corporation is EMMIS TELEVISION LICENSE CORPORATION OF HONOLULU

                                       II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

The name and address in the State of California of this corporation and its
initial agent for service of process is:

         Name     Doyle L. Rose
              -----------------
         Street Address 4444 Lakeside Drive, Suite 320
                        ------------------------------
         City   Burbank                        State  CALIFORNIA   Zip   91505
              --------------------------------       ------------      ---------

                                       IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.




                                           _____________________________________
                                           J. Scott Enright, Incorporator
                                           Bose McKinney & Evans
                                           135 North Pennsylvania Street
                                           Suite 2700
                                           Indianapolis, Indiana 46204
   2
                         CERTIFICATE OF AMENDMENT OF THE
                          ARTICLES OF INCORPORATION OF
                EMMIS TELEVISION LICENSE CORPORATION OF HONOLULU

         The undersigned certify that:

1.       They are the PRESIDENT and the SECRETARY, respectively, of Emmis
         Television License Corporation of Honolulu, a California corporation.

2.       Article I of the Articles of Incorporation of this corporation is
         amended to read as follows:

      The name of this Corporation is Emmis Television License Corporation.

3.       The foregoing amendment of Articles of Incorporation has been duly
         approved by the board of directors.

4.       The foregoing amendment of Articles of Incorporation has been duly
         approved by the required vote of shareholders in accordance with
         Section 902, California Corporations Code. The total number of
         outstanding shares of the corporation is one thousand (1,000). The
         number of shares voting in favor of the amendment equaled or exceeded
         the vote required. The percentage vote required was more than 50%.

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         DATE: April 10, 2001


                                                /s/ Doyle L. Rose
                                              ----------------------------------
                                              Doyle L. Rose, President

                                                /s/ Norman H. Gurwitz
                                              ----------------------------------
                                              Norman H. Gurwitz, Secretary

EX-3.33

   1
                                                                    Exhibit 3.33


                      EMMIS TELEVISION LICENSE CORPORATION
                                     BYLAWS


                                    ARTICLE I
                                     OFFICES

         Section 1. The Corporation's principal executive office shall be
located at 4444 Lakeside Drive, Suite 320, Burbank, California 91505.

         Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of Shareholders for the election of members of
the Board of Directors shall be held in the State of California, at such place
as may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

         Section 2. Annual meetings of Shareholders, commencing with the year
1999, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of Shareholders for any purpose other than
the election of members of the Board of Directors may be held at such time and
place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

         Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote



                                       2
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

         Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy (other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V
                                    DIRECTORS

         Section 1. The number of Directors shall be five (5). Directors need
not be residents of the State of California nor Shareholders of the Corporation.
The Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

         Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.


                                       3
   4
         Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

         Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

         Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

         Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the


                                       4
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

         Section 1. The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the By-Laws or otherwise, may designate two
or more Directors, each of which must be a resident of the State of California,
to constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also


                                       5
   6
be given by facsimile telecommunication. Notice to any Shareholder shall be
given at the address furnished by such Shareholder for the purpose of receiving
notice. If such address is not given and if no address appears on the records of
the Corporation for such Shareholder, notice may be given to such Shareholder at
the place where the principal executive office of the Corporation is located or
by publication at least once in a newspaper of general circulation in the county
in which said principal executive office is located. If a notice of a
Shareholders' meeting is sent by mail it shall be sent by first-class mail, or,
in case the Corporation has outstanding shares held of record by fifty (50) or
more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting, notice may be
by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

         Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.


                                       6
   7
                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

         Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

         Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.


                                       7
   8
         Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

         Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

         Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

         Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an


                                       8
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.


                                       9
   10
         A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation shall commence on the 1st
day of March and end on the last day of February.


                                       10
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                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

         Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

         Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its


                                       11
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parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.


                                       12

EX-3.34

   1
                                                                    Exhibit 3.34


                            ARTICLES OF INCORPORATION

                                        I

The name of this corporation is EMMIS LICENSE CORPORATION OF NEW YORK.

                                       II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

The name and address in the State of California of this corporation and its
initial agent for service of process is:

         Name     Gary Kaseff
             -------------------------------------------------------------------
         Street Address Warner Center Plaza V, 21800 Oxnard Street, #790
                        --------------------------------------------------------
         City   Woodland Hills         State   CALIFORNIA         Zip    91367
             --------------------------      ----------------         ----------

                                       IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.


                                           /s/ J. Scott Enright
                                       -----------------------------------------
                                       J. Scott Enright, Incorporator
                                       Bose McKinney & Evans
                                       135 North Pennsylvania Street
                                       Suite 2700
                                       Indianapolis, Indiana 46204

EX-3.35

   1
                                                                    Exhibit 3.35


                      EMMIS LICENSE CORPORATION OF NEW YORK
                                     BYLAWS


                                    ARTICLE I
                                     OFFICES

         Section 1. The Corporation's principal executive office shall be
located at 4444 Lakeside Drive, Suite 320, Burbank, California 91505

         Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

         Section 1. All meetings of Shareholders for the election of members of
the Board of Directors shall be held in the State of California, at such place
as may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

         Section 2. Annual meetings of Shareholders, commencing with the year
1998, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

         Section 1. Special meetings of Shareholders for any purpose other than
the election of members of the Board of Directors may be held at such time and
place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

         Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

         Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

         Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

         Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

         Section 3. Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

         Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy (other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V
                                    DIRECTORS

         Section 1. The number of Directors shall be five (5). Directors need
not be residents of the State of California nor Shareholders of the Corporation.
The Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

         Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.
   4
         Section 3. The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

         Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

         Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

         Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

         Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

         Section 4. Special meetings of the Board of Directors may be called by
the Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

         Section 1. The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the By-Laws or otherwise, may designate two
or more Directors, each of which must be a resident of the State of California,
to constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at
   6
the time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile telecommunication. Notice to any
Shareholder shall be given at the address furnished by such Shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of
record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.

         Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

         Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

         Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

         Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

         Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
   7
                         THE CHAIRMAN AND THE PRESIDENT

         Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

         Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

         Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.
   8
         Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

         Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

         Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

         Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

         Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

         Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

         Section 1. Every holder of shares in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

         Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

         Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

         Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

         Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.
   10
         A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

         Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

         Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
   11
                                      SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

         Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

         Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its
   12
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.

EX-3.36

   1
                                                                    Exhibit 3.36


                            ARTICLES OF INCORPORATION

                                        I

The name of this corporation is EMMIS RADIO LICENSE CORPORATION OF NEW YORK.

                                       II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

The name and address in the State of California of this corporation and its
initial agent for service of process is:

         Name     Gary Kaseff
             -------------------------------------------------------------------
         Street Address Warner Center Plaza V, 21800 Oxnard Street, #790
                        --------------------------------------------------------
         City   Woodland Hills            State   CALIFORNIA      Zip    91367
             -----------------------------      ----------------      ----------

                                       IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.


                                            /s/ J. Scott Enright
                                        ----------------------------------------
                                        J. Scott Enright, Incorporator
                                        Bose McKinney & Evans
                                        135 North Pennsylvania Street
                                        Suite 2700
                                        Indianapolis, Indiana 46204

EX-3.37

   1
                                                                    Exhibit 3.37


                   EMMIS RADIO LICENSE CORPORATION OF NEW YORK
                                     BYLAWS



                                    ARTICLE I
                                     OFFICES

      Section 1. The Corporation's principal executive office shall be located
at 4444 Lakeside Drive, Suite 320, Burbank, California 91505.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of California as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

      Section 1. All meetings of Shareholders for the election of members of the
Board of Directors shall be held in the State of California, at such place as
may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

      Section 2. Annual meetings of Shareholders, commencing with the year 1998,
shall be held on the 28th day of February, if not a Saturday, Sunday or a legal
holiday, and if a Saturday, Sunday or a legal holiday, then on the next secular
day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

      Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

      Section 1. Special meetings of Shareholders for any purpose other than the
election of members of the Board of Directors may be held at such time and place
within the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

      Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

      Section 3. Written or printed notice of a special meeting of Shareholders,
stating the time, place and purpose or purposes thereof, shall be given to each
Shareholder entitled to vote thereat not less than 10 (or, if sent by
third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

      Section 4. The business transacted at any special meeting of Shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

      Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

      Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the Shareholders unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation.

      Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

      Section 4. Unless otherwise provided in the Articles, any action, except
election of Directors, which may be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the Board of Directors not filled by the Directors, Directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of Directors. Any election of a Director to
fill a vacancy (other than a vacancy created by removal) not filled by the
Directors requires the written consent of a majority of the shares entitled to
vote.

                                    ARTICLE V
                                    DIRECTORS

      Section 1. The number of Directors shall be five (5). Directors need not
be residents of the State of California nor Shareholders of the Corporation. The
Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

      Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.
   4
      Section 3. The business affairs of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

      Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

      Section 5. The Board of Directors, by the affirmative vote of a majority
of the Directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all Directors for services to the Corporation as Directors, officers or
otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 1. Meetings of the Board of Directors, regular or special, shall
be held within the State of California.

      Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

      Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

      Section 4. Special meetings of the Board of Directors may be called by the
Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

      Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

      Section 6. A majority of the Directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

      Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

      Section 1. The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by the By-Laws or otherwise, may designate two or
more Directors, each of which must be a resident of the State of California, to
constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

      Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also
   6
be given by facsimile telecommunication. Notice to any Shareholder shall be
given at the address furnished by such Shareholder for the purpose of receiving
notice. If such address is not given and if no address appears on the records of
the Corporation for such Shareholder, notice may be given to such Shareholder at
the place where the principal executive office of the Corporation is located or
by publication at least once in a newspaper of general circulation in the county
in which said principal executive office is located. If a notice of a
Shareholders' meeting is sent by mail it shall be sent by first-class mail, or,
in case the Corporation has outstanding shares held of record by fifty (50) or
more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting, notice may be
by third-class mail.

      Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

      Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

      Section 2. The Board of Directors, at its first meeting after each annual
meeting of Shareholders, shall choose a Chairman, a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the Board.

      Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

      Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

      Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
   7
                         THE CHAIRMAN AND THE PRESIDENT

      Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

      Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

      Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

      Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.
   8
      Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

      Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

      Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

      Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

      Section 14. The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

      Section 15. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

      Section 1. Every holder of shares in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

      Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

      Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

      Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

      Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.
   10
      A determination of Shareholders of record entitled to notice of or to vote
at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

      Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

      Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

      Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

      Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
   11
                                      SEAL

      Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

      Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

      Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its
   12
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.

EX-3.38

   1

                                                                    EXHIBIT 3.38

                            ARTICLES OF INCORPORATION

                                       OF

                 EMMIS TELEVISION LICENSE CORPORATION OF WICHITA


                                    ARTICLE I

The name of this corporation is Emmis Television License Corporation of Wichita.

                                   ARTICLE II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

The name in the State of California of this corporation's initial agent for
service of process is:

                     CT Corporation System

                                   ARTICLE IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.




                                              /s/ David L. Wills
                                              --------------------------------
                                              David L. Wills, Incorporator
                                              Bose McKinney & Evans
                                              2700 First Indiana Plaza
                                              135 North Pennsylvania Street
                                              Indianapolis, Indiana 46204

EX-3.39

   1

                                                                    EXHIBIT 3.39

                 EMMIS TELEVISION LICENSE CORPORATION OF WICHITA
                                     BYLAWS



                                    ARTICLE I
                                     OFFICES

           Section 1. The Corporation's principal executive office shall be
located at 3500 West Olive Avenue, Suite 300, Burbank, California 91505.

           Section 2. The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

           Section 1. All meetings of Shareholders for the election of members
of the Board of Directors shall be held in the State of California, at such
place as may be fixed from time to time by the Board of Directors, within the
State of California as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of Shareholders for
any other purpose may be held at such time and place, within or without the
State of California, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

           Section 2. Annual meetings of Shareholders, commencing with the year
2001, shall be held on the 28th day of February, if not a Saturday, Sunday or a
legal holiday, and if a Saturday, Sunday or a legal holiday, then on the next
secular day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

           Section 3. Written or printed notice of the annual meeting stating
the place, day and hour of the meeting shall be given to each Shareholder
entitled to vote thereat not less than 10 (or, if sent by third-class mail, 30)
nor more than 60 days before the date of the meeting. Notice may be sent by
third-class mail only if the outstanding shares of the corporation are held of
record by 500 or more persons (determined as provided in section 605 of the
California General Corporation Law) on the record date for the Shareholders'
meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

           Section 1. Special meetings of Shareholders for any purpose other
than the election of members of the Board of Directors may be held at such time
and place within the State of California as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

           Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

           Section 3. Written or printed notice of a special meeting of
Shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each Shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

           Section 4. The business transacted at any special meeting of
Shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

           Section 1. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

           Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the Shareholders unless the vote of a greater
number or voting by classes is required by law or the Articles of Incorporation.

           Section 3. Each outstanding share of stock, having voting power,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or by his duly authorized attorney-in-fact. In all
elections for Directors, every Shareholder entitled to vote shall have the

                                       2
   3
right to vote, in person or by proxy, the number of shares of stock owned by him
or her for as many persons as there are Directors to be elected, or, upon
satisfaction of the requirements set forth in Section 708(b) of the California
General Corporation Law, to cumulate the vote of said shares, and give one
candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the Shareholder's shares are normally
entitled, or to distribute the votes on the same principle among as many
candidates as he may see fit. Section 708(b) of the California General
Corporation Law provides that no Shareholder shall be entitled to cumulate votes
for any candidate for the office of Director unless such candidates' names have
been placed in nomination prior to the voting and at least one Shareholder has
given notice at the meeting prior to the voting of his intention to cumulate his
votes.

           Section 4. Unless otherwise provided in the Articles, any action,
except election of Directors, which may be taken at any annual or special
meeting of Shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the Board of Directors not filled by the Directors, Directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of Directors. Any election of a
Director to fill a vacancy (other than a vacancy created by removal) not filled
by the Directors requires the written consent of a majority of the shares
entitled to vote.

                                    ARTICLE V
                                    DIRECTORS

           Section 1. The number of Directors shall be five (5). Directors need
not be residents of the State of California nor Shareholders of the Corporation.
The Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

           Section 2. Unless otherwise provided in the Articles of
Incorporation, vacancies, except for a vacancy created by the removal of a
Director, and newly created Directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
though less than a quorum, and the Directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify. Unless otherwise provided in the Articles of Incorporation, any vacancy
created by the removal of a Director shall be filled by the Shareholders by the
vote of a majority of the shares entitled to vote at a meeting at which a quorum
is present. Any vacancies, which may be filled by Directors and are not filled
by the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.

                                       3
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           Section 3. The business affairs of the corporation shall be managed
by its Board of Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised or
done by the Shareholders.

           Section 4. The Directors shall keep the books of the Corporation
within the State of California, and may keep a copy of such books of the
Corporation, except such as are required by law to be kept within the state,
outside of the State of California, at such place or places as they may from
time to time determine.

           Section 5. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

           Section 1. Meetings of the Board of Directors, regular or special,
shall be held within the State of California.

           Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

           Section 3. Regular meetings of the Board of Directors may be held
upon such notice, or without notice, and at such time and at such place as shall
from time to time be determined by the Board.

           Section 4. Special meetings of the Board of Directors may be called
by the Chairman of the Board or President on one (1) day's notice to each
Director, either personally or by mail or by telephone or by facsimile
telecommunication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
Directors unless the Board consists of only one Director; in which case, special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole Director.

           Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

                                       4
   5
           Section 6. A majority of the Directors shall constitute a quorum for
the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

           Section 7. Any action required or permitted to be taken at a meeting
of the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

           Section 1. The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by the By-Laws or otherwise, may
designate two or more Directors, each of which must be a resident of the State
of California, to constitute an Executive Committee, which Committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the Corporation, except as
otherwise required by law. Vacancies in the membership of the Committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The Executive Committee shall keep regular minutes of its proceedings
and report the same to the Board when required. The Board of Directors may
designate one or more Directors as alternate members of the Executive Committee.
The Executive Committee shall not have authority: (1) To approve any action
which will also require the Shareholders' approval; (2) To fill vacancies on the
Board or in any committee; (3) To fix the compensation of Directors for serving
on the Board or on any committee; (4) To amend or repeal the By-Laws or adopt
new By-Laws; (5) To amend or repeal any resolution of the Board which by its
express terms is not so amendable or repealable; (6) To make a distribution to
the Shareholders except at a rate or in a periodic amount or within a price
range determined by the Board; or (7) To appoint other committees of the Board
or the members thereof.

                                  ARTICLE VIII
                                     NOTICES

           Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by facsimile telecommunication. Notice to
any Shareholder shall be given at the address

                                       5
   6
furnished by such Shareholder for the purpose of receiving notice. If such
address is not given and if no address appears on the records of the Corporation
for such Shareholder, notice may be given to such Shareholder at the place where
the principal executive office of the Corporation is located or by publication
at least once in a newspaper of general circulation in the county in which said
principal executive office is located. If a notice of a Shareholders' meeting is
sent by mail it shall be sent by first-class mail, or, in case the Corporation
has outstanding shares held of record by fifty (50) or more persons (determined
as provided in Section 605 of the California General Corporation Law) on the
record date for the Shareholders' meeting, notice may be by third-class mail.

           Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

           Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

           Section 2. The Board of Directors, at its first meeting after each
annual meeting of Shareholders, shall choose a Chairman, a President, one or
more Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom
need be a member of the Board.

           Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

           Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

           Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                         THE CHAIRMAN AND THE PRESIDENT

           Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and

                                       6
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active management of the business of the Corporation, and shall see that all
orders and resolutions of the Board of Directors are carried into effect. In the
event of an absence or disability of the Chairman, the duties of the Chairman
shall be performed by the President. Pursuant to the general policy established
by the Board of Directors and the Chairman of the Board, the President shall
have general management direction of the business and affairs of the Corporation
and shall act as Chief Operating Officer. The Chairman and/or the President may
sign in the name of the Corporation either manually or by facsimile signature
all certificates of stock. The President shall in general shall perform all
duties usually incident to the office of President and such other duties as may
from time to time be assigned by the Board of Directors or by the Chairman of
the Board as prescribed by law or this Code of By-Laws.

           Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

           Section 8. The Vice-President, or if there shall be more than one,
the Vice-Presidents in the order determined by the Board of Directors, shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

           Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.

           Section 10. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                       7
   8
                           THE CHIEF FINANCIAL OFFICER

           Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

           Section 12. The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors, at
its regular meetings, or at any other time when the Board of Directors so
requires, an account of all transactions as Chief Financial Officer and of the
financial condition of the Corporation.

           Section 13. If required by the Board of Directors, the Chief
Financial Officer shall give the Corporation a bond in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of Chief Financial Officer and
for the restoration to the Corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession or under his
or her control belonging to the Corporation.

           Section 14. The Chief Financial Officer is, for the purpose of
executing any documents requiring the signature of the "Treasurer," deemed to be
the Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

           Section 15. The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

           Section 1. Every holder of shares in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares and the class or series of
shares owned by him or her in the Corporation. If the shares of the Corporation
are classified or if any class of shares has two or more series, there shall
appear on the certificate either (l) a statement of the rights, preferences,
privileges and restrictions granted to or imposed upon each class or series of
shares to be issued and upon the holders thereof; or (2) a summary of such

                                       8
   9
rights, preferences, privileges and restrictions with reference to the
provisions of the articles and any certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.

           Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

           Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

           Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

           Section 5. In order that the Corporation may determine the
shareholders entitled to notice of any meeting or to vote or entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days prior to the date of such meeting nor more than 60 days prior to
any other action.

           A determination of Shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                                       9
   10
                             REGISTERED SHAREHOLDERS

           Section 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

           Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

           Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

           Section 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers having their principal
residence in the State of California, or such other person or persons as the
Board of Directors may from time to time designate.

                                   FISCAL YEAR

           Section 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

           Section 5. The corporate seal shall have inscribed thereon the name
of the Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                       10
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                                   ARTICLE XII
                                   AMENDMENTS

           Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

           Section 1. The Directors shall cause to be sent to the Shareholders
not later than 120 days after the close of the fiscal year, an annual report
which shall include a balance sheet as of the closing date of the last fiscal
year, and an income statement of changes in financial position for said fiscal
year. Said annual report shall be accompanied by an report thereon of
independent accountants, or, if there is no such report, the certificate of an
authorized officer of the Corporation that such statements were prepared without
audit from the books and records of the Corporation. This annual report is
hereby waived whenever the Corporation shall have less than 100 Shareholders as
defined in Section 605 of the California General Corporation Law. Except when
said waiver applies, the annual report shall be sent to the Shareholder at least
15 (or if sent by third-class mail, 35) days prior to the date of the annual
meeting. The annual report may be sent by third-class mail only if the
Corporation has outstanding shares held by 500 or more persons (as determined by
the provisions of Section 605 of the California General Corporation Law) on the
record date for the Shareholders' meeting. In addition to the financial
statements included in the annual report, the annual report of the Corporation,
if it has more than 100 Shareholders as defined in Section 605 of the California
General Corporation Law and if it is not subject to the reporting requirements
of Section 13 of the Securities and Exchange Act of 1934, or exempt from such
registration by Section 12(g)(2) of said act, shall also describe briefly: (1)
Any transaction (excluding compensation of officers and directors) during the
previous fiscal year involving an amount in excess of forty thousand ($40,000)
(other than contracts let at competitive bids or services rendered at prices
regulated by law) to which the Corporation or its parent or subsidiary or (if
known to the Corporation or its parent or subsidiary) any holder of more than 10
percent of the outstanding voting shares of the corporation had a direct or
indirect material interest, naming such person and stating such person's
relationship to the Corporation, the nature of such person's interest in the
transaction and, where applicable, the amount of such interest; provided, that
in the case of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated; and provided
further that no such report need be made in the case of transactions approved by
the shareholders under subdivision

                                       11
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(a) of Section 310 of the California General Corporation Law. (2) The amount and
circumstances of any indemnification or advances aggregating more than ten
thousand dollars ($10,000) paid during the fiscal year to any officer or
director of the corporation pursuant to Section 317 of the California General
Corporation Law, provided, that no such report need by made in the case of
indemnification approved by the shareholders under paragraph (2) of subdivision
(e) of Section 317 of the California General Corporation Law.

                                       12

EX-3.40

   1
                                                                    Exhibit 3.40


                            ARTICLES OF INCORPORATION

                                       OF

                 EMMIS TELEVISION LICENSE CORPORATION OF TOPEKA


                                    ARTICLE I

The name of this corporation is Emmis Television License Corporation of Topeka.

                                   ARTICLE II

The purpose of the corporation is to engage in any lawful act or activity for
which a corporation may be organized under the GENERAL CORPORATION LAW of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

The name in the State of California of this corporation's initial agent for
service of process is:

            CT Corporation System

                                   ARTICLE IV

This corporation is authorized to issue only one class of shares of stock; and
the total number of shares which this corporation is authorized to issue is One
Thousand (1,000) shares of common stock with no par value each.



                                       /s/ David L. Wills
                                    ------------------------------------
                                    David L. Wills, Incorporator
                                    Bose McKinney & Evans
                                    2700 First Indiana Plaza
                                    135 North Pennsylvania Street
                                    Indianapolis, Indiana 46204

EX-3.41

   1
                                                                    Exhibit 3.41


                 EMMIS TELEVISION LICENSE CORPORATION OF TOPEKA
                                     BYLAWS



                                    ARTICLE I
                                     OFFICES

      Section 1. The Corporation's principal executive office shall be located
at 3500 West Olive Avenue, Suite 300, Burbank, California 91505.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of California as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

      Section 1. All meetings of Shareholders for the election of members of the
Board of Directors shall be held in the State of California, at such place as
may be fixed from time to time by the Board of Directors, within the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of Shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. If no other place is stated or fixed,
Shareholders' meetings shall be held at the principal executive office of the
Corporation.

      Section 2. Annual meetings of Shareholders, commencing with the year 2001,
shall be held on the 28th day of February, if not a Saturday, Sunday or a legal
holiday, and if a Saturday, Sunday or a legal holiday, then on the next secular
day following at 11:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.

      Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each Shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the Shareholders' meeting.
   2
                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

      Section 1. Special meetings of Shareholders for any purpose other than the
election of members of the Board of Directors may be held at such time and place
within the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

      Section 2. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than 10 percent of all the shares entitled
to vote at the meeting.

      Section 3. Written or printed notice of a special meeting of Shareholders,
stating the time, place and purpose or purposes thereof, shall be given to each
Shareholder entitled to vote thereat not less than 10 (or, if sent by
third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the Shareholders' meeting.

      Section 4. The business transacted at any special meeting of Shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

      Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Shareholders, the Shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

      Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the Shareholders unless the vote of a greater number or voting by
classes is required by law or the Articles of Incorporation.

      Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. A Shareholder may vote
   3
either in person or by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. In all elections for Directors, every
Shareholder entitled to vote shall have the right to vote, in person or by
proxy, the number of shares of stock owned by him or her for as many persons as
there are Directors to be elected, or, upon satisfaction of the requirements set
forth in Section 708(b) of the California General Corporation Law, to cumulate
the vote of said shares, and give one candidate a number of votes equal to the
number of Directors to be elected multiplied by the number of votes to which the
Shareholder's shares are normally entitled, or to distribute the votes on the
same principle among as many candidates as he may see fit. Section 708(b) of the
California General Corporation Law provides that no Shareholder shall be
entitled to cumulate votes for any candidate for the office of Director unless
such candidates' names have been placed in nomination prior to the voting and at
least one Shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

      Section 4. Unless otherwise provided in the Articles, any action, except
election of Directors, which may be taken at any annual or special meeting of
Shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the Board of Directors not filled by the Directors, Directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of Directors. Any election of a Director to
fill a vacancy (other than a vacancy created by removal) not filled by the
Directors requires the written consent of a majority of the shares entitled to
vote.

                                    ARTICLE V
                                    DIRECTORS

      Section 1. The number of Directors shall be five (5). Directors need not
be residents of the State of California nor Shareholders of the Corporation. The
Directors, other than the first Board of Directors, shall be elected at the
annual meeting of the Shareholders, and each Director elected shall serve until
the next succeeding annual meeting and until his or her successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of Shareholders.

      Section 2. Unless otherwise provided in the Articles of Incorporation,
vacancies, except for a vacancy created by the removal of a Director, and newly
created Directorships resulting from any increase in the number of Directors may
be filled by a majority of the Directors then in office, though less than a
quorum, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the Articles of Incorporation, any vacancy created by the
removal of a Director shall be filled by the Shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by Directors and are not filled by
the Directors, may be filled by the Shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.


                                       3
   4
      Section 3. The business affairs of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the Shareholders.

      Section 4. The Directors shall keep the books of the Corporation within
the State of California, and may keep a copy of such books of the Corporation,
except such as are required by law to be kept within the state, outside of the
State of California, at such place or places as they may from time to time
determine.

      Section 5. The Board of Directors, by the affirmative vote of a majority
of the Directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all Directors for services to the Corporation as Directors, officers or
otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 1. Meetings of the Board of Directors, regular or special, shall
be held within the State of California.

      Section 2. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

      Section 3. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

      Section 4. Special meetings of the Board of Directors may be called by the
Chairman of the Board or President on one (1) day's notice to each Director,
either personally or by mail or by telephone or by facsimile telecommunication;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors unless the Board
consists of only one Director; in which case, special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

      Section 5. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the


                                       4
   5
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

      Section 6. A majority of the Directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

      Section 7. Any action required or permitted to be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the Directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII
                               EXECUTIVE COMMITTEE

      Section 1. The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by the By-Laws or otherwise, may designate two or
more Directors, each of which must be a resident of the State of California, to
constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and exercise all of the authority of the Board of
Directors in the management of the Corporation, except as otherwise required by
law. Vacancies in the membership of the Committee shall be filled by the Board
of Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required. The Board of Directors may designate one or
more Directors as alternate members of the Executive Committee. The Executive
Committee shall not have authority: (1) To approve any action which will also
require the Shareholders' approval; (2) To fill vacancies on the Board or in any
committee; (3) To fix the compensation of Directors for serving on the Board or
on any committee; (4) To amend or repeal the By-Laws or adopt new By-Laws; (5)
To amend or repeal any resolution of the Board which by its express terms is not
so amendable or repealable; (6) To make a distribution to the Shareholders
except at a rate or in a periodic amount or within a price range determined by
the Board; or (7) To appoint other committees of the Board or the members
thereof.

                                  ARTICLE VIII
                                     NOTICES

      Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or Shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such Director or
Shareholder, at his or her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at


                                       5
   6
the time when the same shall be deposited in the United States mail. Notice to
Directors may also be given by facsimile telecommunication. Notice to any
Shareholder shall be given at the address furnished by such Shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such Shareholder, notice may be
given to such Shareholder at the place where the principal executive office of
the Corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a Shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the Corporation has outstanding shares held of
record by fifty (50) or more persons (determined as provided in Section 605 of
the California General Corporation Law) on the record date for the Shareholders'
meeting, notice may be by third-class mail.

      Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the Articles of
Incorporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

      Section 1. The officers of the Corporation, except those elected in
accordance with Sec.210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a Chairman, a President, a
Vice-President, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose additional Vice-Presidents, and one or more Assistant
Secretaries and Assistant Treasurers.

      Section 2. The Board of Directors, at its first meeting after each annual
meeting of Shareholders, shall choose a Chairman, a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the Board.

      Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

      Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

      Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.


                                       6
   7
                         THE CHAIRMAN AND THE PRESIDENT

      Section 6. The Chairman shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the Shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the event of an absence or disability of
the Chairman, the duties of the Chairman shall be performed by the President.
Pursuant to the general policy established by the Board of Directors and the
Chairman of the Board, the President shall have general management direction of
the business and affairs of the Corporation and shall act as Chief Operating
Officer. The Chairman and/or the President may sign in the name of the
Corporation either manually or by facsimile signature all certificates of stock.
The President shall in general shall perform all duties usually incident to the
office of President and such other duties as may from time to time be assigned
by the Board of Directors or by the Chairman of the Board as prescribed by law
or this Code of By-Laws.

      Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

      Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

      Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the Shareholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he or she shall be. The Secretary shall
have custody of any corporate seal of the Corporation and he or she, or the
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his or her signature or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his or her signature.


                                       7
   8
      Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

      Section 11. The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full an accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories within the State of California as may be
designated by the Board of Directors.

      Section 12. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or at any other time when the Board of Directors so requires,
an account of all transactions as Chief Financial Officer and of the financial
condition of the Corporation.

      Section 13. If required by the Board of Directors, the Chief Financial
Officer shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of the office of Chief Financial Officer and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

      Section 14. The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

      Section 15. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

      Section 1. Every holder of shares in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, or the President and the Chief Financial
Officer or an Assistant Treasurer, or the Secretary or an


                                       8
   9
Assistant Secretary of the corporation, certifying the number of shares and the
class or series of shares owned by him or her in the Corporation. If the shares
of the Corporation are classified or if any class of shares has two or more
series, there shall appear on the certificate either (l) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the Corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

      Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effects as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

      Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the Corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

      Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.

                            CLOSING OF TRANSFER BOOKS

      Section 5. In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.


                                       9
   10
      A determination of Shareholders of record entitled to notice of or to vote
at a meeting of Shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

      Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                                    DIVIDENDS

      Section 1. Subject to the provisions of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

      Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

      Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers having their principal residence in
the State of California, or such other person or persons as the Board of
Directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.


                                       10
   11
                                      SEAL

      Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

      Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
By-Law specifying a fixed number of Directors or the maximum or minimum number
of Directors and the Directors shall not change a fixed board to a variable
board or vice versa in the By-Laws. The Board of Directors shall not change a
By-Law, if any, which requires a larger proportion of the vote of Directors for
approval than is required by the California General Corporation Law.

                                  ARTICLE XIII
                            DIRECTORS' ANNUAL REPORT

      Section 1. The Directors shall cause to be sent to the Shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by an report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit from
the books and records of the Corporation. This annual report is hereby waived
whenever the Corporation shall have less than 100 Shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the Shareholder at least 15 (or if
sent by third-class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the Corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the Shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the Corporation, if it has more than 100
Shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its


                                       11
   12
parent or subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than 10 percent of the outstanding voting shares
of the corporation had a direct or indirect material interest, naming such
person and stating such person's relationship to the Corporation, the nature of
such person's interest in the transaction and, where applicable, the amount of
such interest; provided, that in the case of a transaction with a partnership of
which such person is a partner, only the interest of the partnership need be
stated; and provided further that no such report need be made in the case of
transactions approved by the shareholders under subdivision (a) of Section 310
of the California General Corporation Law. (2) The amount and circumstances of
any indemnification or advances aggregating more than ten thousand dollars
($10,000) paid during the fiscal year to any officer or director of the
corporation pursuant to Section 317 of the California General Corporation Law,
provided, that no such report need by made in the case of indemnification
approved by the shareholders under paragraph (2) of subdivision (e) of Section
317 of the California General Corporation Law.


                                       12

EX-4.1

   1
                                                                     EXHIBIT 4.1











================================================================================


                        EMMIS COMMUNICATIONS CORPORATION


                                       AND


                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

                                     TRUSTEE





                          FORM OF SENIOR DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_








================================================================================



   2




                        EMMIS COMMUNICATIONS CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_


    TRUST INDENTURE ACT SECTION                    INDENTURE SECTION
             310(a)(1)                                 6.09
                 (a)(2)                                6.09
                 (a)(3)                                Not Applicable
                 (a)(4)                                Not Applicable
                 (b)                                   6.08, 6.10
             311(a)                                    6.13
                 (b)                                   6.13
                 (b)(2)                                7.03(a), 7.03(b)
             312(a)                                    7.01, 7.02(a)
                 (b)                                   7.02(b)
                 (c)                                   7.02(c)
             313(a)                                    7.03(a)
                 (b)                                   7.03(a)
                 (c)                                   7.03(a), 7.03(b)
                 (d)                                   7.03(b)
             314(a)                                    7.04
                 (b)                                   Not Applicable
                 (c)(1)                                1.02
                 (c)(2)                                1.02
                 (c)(3)                                Not Applicable
                 (d)                                   Not Applicable
                 (e)                                   1.02
             315(a)                                    6.01(a)
                 (b)                                   6.02, 7.03(a)
                 (c)                                   6.01(b)
                 (d)                                   6.01(c)
                 (d)(1)                                6.01(a), 6.01(c)
                 (d)(2)                                6.01(c)
                 (d)(3)                                6.01(c)
                 (e)                                   5.14
             316(a)(1)(A)                              5.12
                 (a)(1)(B)                             5.02, 5.13
                 (a)(2)                                Not Applicable
                 (b)                                   5.08
                 (c)                                   1.04(e)
             317(a)(1)                                 5.03
                 (a)(2)                                5.04
                 (b)                                   10.05
                 318(a)                                1.07




   3
                                TABLE OF CONTENTS




                                                                                                      Page
                                                                                                      ----
                                                                                                     
ARTICLE 1 Definitions and Other Provisions of General Application........................................1
     Section 1.01     Definitions........................................................................1
     Section 1.02     Compliance Certificates and Opinions...............................................8
     Section 1.03     Form of Documents Delivered to Trustee.............................................9
     Section 1.04     Acts of Holders....................................................................9
     Section 1.05     Notices, Etc., to Trustee and Company.............................................11
     Section 1.06     Notice to Holders; Waiver.........................................................11
     Section 1.07     Conflict with Trust Indenture Act.................................................12
     Section 1.08     Effect of Headings and Table of Contents..........................................12
     Section 1.09     Successors and Assigns............................................................12
     Section 1.10     Separability Clause...............................................................12
     Section 1.11     Benefits of Indenture.............................................................12
     Section 1.12     Governing Law.....................................................................12
     Section 1.13     Legal Holidays....................................................................12
     Section 1.14     No Recourse Against Others........................................................13
     Section 1.15     Judgment Currency.................................................................13
     Section 1.16     Counterparts......................................................................14

ARTICLE 2 Security Forms................................................................................14

     Section 2.01     Forms Generally...................................................................14
     Section 2.02     Form of Face of Security..........................................................14
     Section 2.03     Form of Reverse of Security.......................................................17
     Section 2.04     Form of Trustee's Certificate of Authentication...................................23
     Section 2.05     Securities in Global Form.........................................................23
     Section 2.06     Form of Legend for the Securities in Global Form..................................24

ARTICLE 3 The Securities................................................................................24

     Section 3.01     Amount Unlimited; Issuable in Series..............................................24
     Section 3.02     Denominations.....................................................................27
     Section 3.03     Execution, Authentication, Delivery and Dating....................................27
     Section 3.04     Temporary Securities..............................................................29
     Section 3.05     Registration, Registration of Transfer and Exchange...............................30
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities..................................32
     Section 3.07     Payment of Interest; Interest Rights Preserved....................................33
     Section 3.08     Persons Deemed Owners.............................................................34
     Section 3.09     Cancellation......................................................................35
     Section 3.10     Computation of Interest...........................................................35
     Section 3.11     CUSIP Number......................................................................35
     Section 3.12     Wire Transfers....................................................................35



                                       ii

   4

                                                                                                    
ARTICLE 4 Satisfaction and Discharge....................................................................36

     Section 4.01     Satisfaction and Discharge of Indenture...........................................36
     Section 4.02     Application of Trust Money........................................................37
     Section 4.03     Application to a Specific Series of Securities....................................37

ARTICLE 5 Remedies......................................................................................37

     Section 5.01     Events of Default.................................................................37
     Section 5.02     Acceleration of Maturity; Rescission and Annulment................................39
     Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee...................40
     Section 5.04     Trustee May File Proofs of Claim..................................................41
     Section 5.05     Trustee May Enforce Claims Without Possession of Securities.......................41
     Section 5.06     Application of Money Collected....................................................41
     Section 5.07     Limitation on Suits...............................................................42
     Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and
                      Interest..........................................................................43
     Section 5.09     Restoration of Rights and Remedies................................................43
     Section 5.10     Rights and Remedies Cumulative....................................................43
     Section 5.11     Delay or Omission Not Waiver......................................................43
     Section 5.12     Control by Holders................................................................43
     Section 5.13     Waiver of Past Defaults...........................................................44
     Section 5.14     Undertaking for Costs.............................................................44

ARTICLE 6 The Trustee...................................................................................45

     Section 6.01     Certain Duties and Responsibilities of the Trustee................................45
     Section 6.02     Notice of Defaults................................................................45
     Section 6.03     Certain Rights of Trustee.........................................................45
     Section 6.04     Not Responsible for Recitals or Issuance of Securities............................46
     Section 6.05     May Hold Securities...............................................................47
     Section 6.06     Money Held in Trust...............................................................47
     Section 6.07     Compensation and Reimbursement....................................................47
     Section 6.08     Disqualification; Conflicting Interests...........................................48
     Section 6.09     Corporate Trustee Required; Eligibility...........................................48
     Section 6.10     Resignation and Removal; Appointment of Successor.................................48
     Section 6.11     Acceptance of Appointment by Successor............................................50
     Section 6.12     Merger, Conversion, Consolidation or Succession to Business.......................51
     Section 6.13     Preferential Collection of Claims Against Company.................................51
     Section 6.14     Appointment of Authenticating Agent...............................................51
     Section 6.15     Compliance with Tax Laws..........................................................53




                                      iii

   5

                                                                                                    
ARTICLE 7 Holders' Lists and Reports by Trustee and Company.............................................53

     Section 7.01     Company to Furnish Trustee Names and Addresses of Holders.........................53
     Section 7.02     Preservation of Information; Communications to Holders............................53
     Section 7.03     Reports by Trustee................................................................54
     Section 7.04     Reports by Company................................................................55

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer................................................56

     Section 8.01     When Company May Merge, Etc.......................................................56
     Section 8.02     Opinion of Counsel................................................................56
     Section 8.03     Successor Corporation Substituted.................................................56

ARTICLE 9 Supplemental Indentures.......................................................................57

     Section 9.01     Supplemental Indentures Without Consent of Holders................................57
     Section 9.02     Supplemental Indentures with Consent of Holders...................................58
     Section 9.03     Execution of Supplemental Indentures..............................................59
     Section 9.04     Effect of Supplemental Indentures.................................................59
     Section 9.05     Conformity with Trust Indenture Act...............................................60
     Section 9.06     Reference in Securities to Supplemental Indentures................................60

ARTICLE 10 Covenants....................................................................................60

     Section 10.01    Payments of Securities............................................................60
     Section 10.02    Maintenance of Office or Agency...................................................60
     Section 10.03    Compliance Certificates...........................................................60
     Section 10.04    Waiver of Stay, Extension or Usury Laws...........................................61
     Section 10.05    Money for Securities Payments to Be Held in Trust.................................61
     Section 10.06    Waiver of Certain Covenants.......................................................63

ARTICLE 11 Redemption of Securities.....................................................................63

     Section 11.01    Applicability of Article..........................................................63
     Section 11.02    Election to Redeem; Notice to Trustee.............................................63
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.................................63
     Section 11.04    Notice of Redemption..............................................................64
     Section 11.05    Deposit of Redemption Price.......................................................64
     Section 11.06    Securities Payable on Redemption Date.............................................65
     Section 11.07    Securities Redeemed in Part.......................................................65

ARTICLE 12 Sinking Funds................................................................................65

     Section 12.01    Applicability of Article..........................................................65
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities.............................66
     Section 12.03    Redemption of Securities for Sinking Fund.........................................66




                                       iv

   6
                                                                                                    
ARTICLE 13 Defeasance and Covenant Defeasance...........................................................66

     Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or
                      Covenant Defeasance...............................................................66
     Section 13.02    Defeasance and Discharge..........................................................67
     Section 13.03    Covenant Defeasance...............................................................67
     Section 13.04    Conditions to Defeasance or Covenant Defeasance...................................67
     Section 13.05    Deposited Money and Government Obligations To Be Held in Trust....................69
     Section 13.06    Reinstatement.....................................................................69

ARTICLE 14 Guarantees...................................................................................70

     Section 14.01    Guarantee.........................................................................70





                                       v

   7
     INDENTURE, dated as of ________________, 200_, between EMMIS COMMUNICATIONS
CORPORATION, an Indiana corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and THE
BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as
Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (4) the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

          (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

   8
                                                                               2


     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


   9
                                                                               3


     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at The Bank of Nova Scotia Trust
Company of New York, One Liberty Plaza, New York, NY 10006; Attn: Corporate
Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.


   10
                                                                               4


     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "NEW YORK BANKING DAY" has the meaning specified in Section 1.15.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.
   11
                                                                               5


     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (iii) Securities which have been paid as provided herein or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and

          (iv) Securities which have been defeased pursuant to Section 13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,


   12
                                                                               6


demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.


   13
                                                                               7


     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

     (1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

     (2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as



   14
                                                                               8


an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed by the full faith and credit of the
United States of America which, in either case, are not callable or redeemable
at the option of the issuer thereof or otherwise subject to prepayment, and
shall also include a depository receipt issued by a New York Clearing House bank
or trust company as custodian with respect to any such U.S. Government
Obligation, or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount held by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and
   15
                                                                               9


     (d) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer actually knows that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "ACT" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.


   16
                                                                              10


     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     (c) The ownership of Registered Securities shall be proved by the Security
Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

     (f) The Trustee shall set a record date, which shall not be more than 15
days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be



   17
                                                                              11


taken or given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be holders of
Securities of a series for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities of such series have authorized or
agreed or consented to such action, and for that purpose the Outstanding
Securities of such series shall be computed as of such record date; provided
that no such action by Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be canceled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's reasonable expense, shall cause notice
of such record date and the proposed action by Holders to be given to the
Company in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

     (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing and mailed
first-class postage prepaid, to or with the Trustee at The Bank of Nova Scotia
Trust Company of New York, One Liberty Plaza, 23rd Floor, New York, New York
10006, Attention: Corporate Trust Administration; or

     (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at Emmis Communications Corporation, Attention: Secretary, or at any other
address previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

   18
                                                                              12


     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities 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.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any



   19
                                                                              13


Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "NEW YORK BANKING
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

   20
                                                                              14


     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 2

                                 SECURITY FORMS

    Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

                  The definitive Securities shall be printed, lithographed or
 engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

     Section 2.02 Form of Face of Security.



                        EMMIS COMMUNICATIONS CORPORATION


                            -----------------------

No. _______                                                          [$]________


     Emmis Communications Corporation, a corporation duly organized and existing
under the laws of Indiana (herein called the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of _______________ [Dollars] on _______________ [if the Security
is to bear interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the



   21
                                                                              15


rate of _____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. [If the Securities are floating or
adjustable rate securities with respect to which the principal of or any premium
or interest may be determined with reference to an index, insert the text of the
floating or adjustable rate provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].


   22
                                                                              16


     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.




   23
                                                                              17


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                          EMMIS COMMUNICATIONS CORPORATION


                                          By:
                                             -----------------------------------


Attest:


                    [SEAL]
- -------------------
                                      200_

     Section 2.03 Form of Reverse of Security.


     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $----------].

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, [if applicable, insert-- (1) on __________ in any year commencing with the
year __________ and ending with the year __________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after __________, _____], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                REDEMPTION
          YEAR                     PRICE
          ----                  ----------

   24
                                                                              18

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,

        REDEMPTION PRICE               REDEMPTION PRICE FOR
         FOR REDEMPTION              REDEMPTION OTHERWISE THAN
THROUGH OPERATION OF THE SINKING     THROUGH OPERATION OF THE
              FUND                         SINKING FUND                 YEAR
- --------------------------------     --------------------------         -----


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on
___________ in each year beginning with the year _____ and ending with the year
_____


   25
                                                                              19



of [not less than] $_______________ [("MANDATORY SINKING FUND") and not more
than $____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.


   26
                                                                              20


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

   27
                                                                              21


     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


   28
                                                                              22


                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

             -------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)
             -------------------------------------------------------

             -------------------------------------------------------

             -------------------------------------------------------

             -------------------------------------------------------
             (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Dated: __________           Your Signature:
                                           -------------------------------------
                                           (Sign exactly as your name appears on
                                            the other side of this Security)

Signature Guaranty:        ________________________________________________
                           [Signatures must be guaranteed by an "eligible
                           guarantor institution" meeting the requirements of
                           the Transfer Agent, which requirements will include
                           membership or participation in STAMP or such other
                           "signature guarantee program" as may be determined by
                           the Transfer Agent in addition to, or in substitution
                           for, STAMP, all in accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________


   29
                                                                              23


     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:   _______________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                     ---------------------------
                                                                      As Trustee


                                                     By
                                                       -------------------------
                                                            Authorized Signatory


     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.


   30
                                                                              24


     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY."

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

          (1) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

          (2) the purchase price, denomination and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07);
   31
                                                                              25


          (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method of determination
thereof;

          (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of interest,
the date or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date, if any, for the
interest payable on any Interest Payment Date;

          (5) the place or places where the principal of, premium, if any, and
interest, if any, on Securities of the series shall be payable;

          (6) the place or places where the Securities may be exchanged or
transferred;

          (7) the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

          (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series in whole or in part pursuant to any sinking fund or
analogous provisions or upon the happening of a specified event or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

          (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

          (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

          (11) if the payments of principal of, premium, if any, or interest on
the Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the



   32
                                                                              26


exchange rate with respect to such payments shall be determined, and the
particular provisions applicable thereto;

          (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with reference to
an index, formula or other method (which index, formula or method may be based,
without limitation, on a currency or currencies (including currency unit or
units) other than that in which the Securities of the series are denominated or
designated to be payable), the index, formula or other method by which such
amounts shall be determined;

          (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

          (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series; and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

          (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series); and any
modification to either such section as it relates to such series of Securities;

          (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

          (17) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.06 which shall
be borne by such global Security, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

          (18) if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Company or
of other entities or other property (or the cash value thereof), the specific
terms of and period during which such conversion or exchange may be made;

          (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;

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          (20) any provisions for the satisfaction and discharge of the
Securities of the series, including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

          (21) any addition to or change in the covenants set forth in Article
10 which applies to Securities of the series; and

          (22) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices


   34
                                                                              28


prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

     (a) if the terms of such Securities have been established by or pursuant to
Board Resolution as permitted by Section 3.01, that such terms have been
established in conformity with the provisions of this Indenture; and

     (b) that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global


   35
                                                                              29


Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any


   36
                                                                              30


series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a like principal amount of definitive Securities
of the same series of authorized denominations and of like tenor. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities


   37
                                                                              31


of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

     (i) to each Person specified by such Depositary a new certified Security or
Securities of the same series of like tenor, of any authorized denomination as
requested by such Person in aggregate principal amount equal to and in exchange
for such Person's beneficial interest in the Security in global form; and

     (ii) to such Depositary a new Security in global form of like tenor in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.
   38
                                                                              32


     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same


   39
                                                                              33


series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

     (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or


   40
                                                                              34


their respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security
of such series and the date of the proposed payment (which shall be not less
than 25 days after the receipt by the Trustee of such notice, unless such
Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Securities of such
series at his address as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

     (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this Clause
(2), such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.


   41
                                                                              35


     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the right of such Depositary (or its
nominee) as holder of such Security in global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.


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                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (1) either (a) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.05) have been delivered to the
Trustee for cancellation; or (b) all such Securities not theretofore delivered
to the Trustee for cancellation (i) have become due and payable, or (ii) will
become due and payable at their Stated Maturity within one year, or (iii) are to
be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.
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                                                                              37


     Section 4.02 Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.05, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

     Section 4.03 Application to a Specific Series of Securities. The Company
may elect to satisfy and discharge its obligations with respect to a specific
series of Securities under the Indenture by complying with the terms of Article
4. If the Company makes such election, (a) the terms of Section 4.01 and 4.02
shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) the Company defaults in the payment of interest on any Security of
that series when such interest becomes due and payable and the default continues
for a period of 30 days; or

          (2) the Company defaults in the payment of the principal of, or
premium, if any, on any Security of that series when the same becomes due and
payable at Maturity or on redemption or otherwise; or

          (3) the Company fails to deposit any sinking fund payment, for five
days after it becomes due by the terms of a Security of that series; or

          (4) the Company fails to observe or perform in any material respect
any of its other covenants, agreements or warranties in the Securities of that
series or this Indenture (other than a covenant, agreement or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of series of


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                                                                              38


Securities other than that series), and the failure to observe or perform
continues for the period and after the notice specified in the last paragraph of
this Section; or

          (5) an event of default, as defined in any mortgage, indenture, or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company (including Securities of another
series) (other than the Securities of such series) (whether such Indebtedness
now exists or shall hereafter be created or incurred) shall occur, which event
of default (i) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness at final maturity after the expiration of the
grace period provided in such Indebtedness on the date of such event of default,
and (ii) results in Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, and such
default in payment is not cured or such acceleration shall not be rescinded or
annulled within 30 days after written notice to the Company from the Trustee or
to the Company and to the Trustee from the Holders of at least twenty-five
percent in aggregate principal amount of the Outstanding Securities of that
series specifying such event of default and requiring the Company to cure such
default in payment or cause such acceleration to be rescinded or annulled and
stating that such notice is a "NOTICE OF DEFAULT" hereunder; provided, however,
that it shall not be an Event of Default if the principal amount of Indebtedness
which is not paid at maturity or the maturity of which is accelerated is equal
to or less than $20,000,000; provided further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of
judgment in favor of the Trustee in a suit pursuant to Section 5.03, such
default shall be remedied or cured by the Company or waived by the holders of
such Indebtedness, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of the
Securities of that series; or

          (6) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law (a) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (b) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (c) consents to or acquiesces in
the institution of bankruptcy or insolvency proceedings against it, (d) applies
for, consents to or acquiesces in the appointment of or taking possession by a
Custodian of it or for all or substantially all of its property, (e) makes a
general assignment for the benefit of its creditors or (f) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

          (7) (i) a court of competent jurisdiction enters a judgment, decree or
order for relief in an involuntary case or proceeding under any Bankruptcy Law
which shall (a) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or any of its
Significant Subsidiaries, (b) appoint a Custodian of the Company or any of its
Significant Subsidiaries or for all or substantially all of its property or (c)
order the winding-up or liquidation of affairs of the Company or any of its
Significant Subsidiaries, and such judgment, decree or order shall remain
unstayed and in effect for a period of


   45
                                                                              39


90 consecutive days; or (ii) any bankruptcy or insolvency petition or
application is filed, or any bankruptcy or insolvency proceeding is commenced,
against the Company or any of its Significant Subsidiaries and such petition,
application or proceeding is not dismissed within 60 days; or (iii) a warrant of
attachment is issued against any material portion of the property of the Company
or any of its Significant Subsidiaries which is not released within 60 days of
service; or

          (8) any other Event of Default provided with respect to Securities of
that series.

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "NOTICE OF DEFAULT." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of



   46
                                                                              40


acceleration, have been cured or waived, (ii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal that has become due otherwise than by such declaration of acceleration
have been paid, (iii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (iv) all payments due to the
Trustee and any predecessor Trustee under Section 6.07 have been made.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

          (1) default is made in the payment of any interest on any Security of
any series when such interest becomes due and payable and such default continues
for a period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
any, on) any Security of any series at the Maturity thereof, or

          (3) default is made in the payment of any sinking or analogous
obligation when the same becomes due by the terms of the Securities of any
series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to secure any other proper remedy.
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                                                                              41


     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel) and of the Holders allowed in such judicial proceedings, and

          (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the


   48
                                                                              42


notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

     Second: To the payment of the amounts then due and unpaid for principal of,
and premium, if any, and interest on the Securities of such series in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities of such series for principal, and premium, if any,
and interest, respectively; and

     Third: To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

          (1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

          (2) the Holders of at least twenty-five percent in principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

          (3) such Holder or Holders shall have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such



   49
                                                                              43


Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all Holders of
Securities of the affected series.

          Section 5.08 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, premium, if any, and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

          Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

          Section 5.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

          Section 5.12 Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Securities of such series, provided that:


   50
                                                                              44


          (1) such direction shall not be in conflict with any rule of law or
with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

          (3) subject to Section 6.01, the Trustee need not take any action
which might involve the Trustee in personal liability or be unduly prejudicial
to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

          (1) in respect of the payment of the principal of or premium, if any,
or interest on any Security of such series, or

          (2) in respect of a covenant or other provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
and shall be deemed to have been cured, for every purpose of this Indenture and
the Securities of such series; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

   51
                                                                              45

                                    ARTICLE 6

                                   THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

     (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

     (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

     (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture.

     (d) Every provision of this Indenture which pertains to the Trustee shall
be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.

     Section 6.03 Certain Rights of Trustee. Subject to the provisions of the
Trust Indenture Act:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or


   52
                                                                              46

omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

     (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     (f) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, or the books and records of the
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

     (h) the Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the


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                                                                              47

statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

     Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement. The Company agrees:

          (1) to pay to the Trustee from time to time reasonable compensation as
negotiated between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability, damage, claim or expense, including taxes (other than taxes
based upon or determined or measured by the income of the Trustee), incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.


   54
                                                                              48
                  The provisions of this Section 6.07 shall survive this
Indenture and the resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 6.10 Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 310(b) of the Trust
Indenture Act after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months; or


   55
                                                                              49

          (ii) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

          (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company with respect to
such Securities. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.


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                                                                              50

     Section 6.11 Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.


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     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under the
Trust Indenture Act.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     Section 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating


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                                                                              52

Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:
      -----------------------

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                            ------------------------------------
                                            As Trustee


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                                       By
                                            ------------------------------------
                                            As Authenticating Agent


                                       By
                                            ------------------------------------
                                            Authorized Signatory


     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

     (a) semi-annually, not later than 15 days after the Regular Record Date for
each series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities as of such
Regular Record Date (unless the Trustee has such information), or if there is no
Regular Record Date for interest for such series of Securities, semi-annually,
upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) If three or more Holders (herein referred to as "APPLICANTS") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of


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such application, and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this Indenture
or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its
election, either:

          (i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 7.02(a); or

          (ii) inform such applicants as to the approximate number of Holders
whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     Section 7.03 Reports by Trustee.

     (a) Within 60 days after ______ of each year commencing with the year 200_,
the Trustee shall transmit by mail to all Holders of Securities as provided in


   61
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Section 313(c) of the Trust Indenture Act, a brief report dated as of ______, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.
The Trustee shall also comply with Section 313(b) of the Trust Indenture Act.

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or any inter-dealer quotation system.

     Section 7.04 Reports by Company. The Company shall:

               (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

               (2) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;

               (3) transmit or cause to be transmitted by mail to all Holders,
as their names and addresses appear in the Security Register, (a) as promptly as
reasonably practicable following the furnishing of the same to its stockholders,
the Company's annual report to stockholders, containing certified financial
statements, and any other financial reports which the Company generally
furnishes to its stockholders, and (b) within 30 days after the filing thereof
with the Trustee, such summaries of any other information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission; and

               (4) furnish to the Trustee, on ___________ of each year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or


   62
56

requirement of notice provided under this Indenture. Such certificate need not
comply with Section 1.02.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

               (1) either the Company shall be the continuing Person or the
Person (if other than the Company) formed by such consolidation or with which or
into which the Company is merged or the Person (or group of affiliated Persons)
to which all or substantially all the properties and assets of the Company as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture; and

               (2) immediately after giving effect to such transaction or series
of related transactions, no Event of Default, and no Default, shall have
occurred and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation or other
entity or any conveyance, transfer or lease all or substantially all of the
property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the


   63
                                                                              57

successor corporation or entity or affiliated group of corporations or entities
to which such lease, sale, assignment or transfer is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation or
corporations or entity or entities had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations or entity or entities shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such
conveyance or transfer, except in the case of a lease, any such predecessor
corporation may be dissolved and liquidated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

               (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

               (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

               (3) to add any additional Events of Default with respect to all
or any series of Securities; or

               (4) to add or change any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

               (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

               (6) to secure the Securities; or

               (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or


   64
58

               (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

               (9) to cure any ambiguity, defect or inconsistency or to correct
or supplement any provision herein which may be inconsistent with any other
provision herein; or

               (10) to make any change that does not materially adversely affect
the interests of the Holders of Securities of any series then Outstanding; or

               (11) to add Guarantees with respect to any or all of the
Securities; or

               (12) to provide for uncertificated Securities in addition to or
in place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

               (1) change the Stated Maturity of the principal of, or premium,
if any, or any installment of principal of or premium, if any, or interest on,
any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption, repurchase or repayment
thereof, or change the manner in which the amount of any principal thereof or
premium, if any, or interest thereon is determined, or reduce the amount of the
principal of any Original Issue


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Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency or currency unit in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date);

               (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or Defaults or
Events of Default hereunder and their consequences provided for in this
Indenture; or

               (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture


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for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10

                                    COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

     (a) The Company shall deliver to the Trustee within 90 days after the end
of each fiscal year of the Company (which fiscal year currently ends on February
28 (29)), an Officers' Certificate stating whether or not the signer knows of
any Default or Event of Default by the Company that occurred prior to the end of
the fiscal year and is then continuing. If the signer does know of such a
Default or Event of Default, the certificate shall describe each such Default or
Event of Default and its status and the specific section or sections of this
Indenture in connection with which such Default or


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Event of Default has occurred. The Company shall also promptly notify the
Trustee in writing should the Company's fiscal year be changed so that the end
thereof is on any date other than the date on which the Company's fiscal year
currently ends. The certificate need not comply with Section 1.02 hereof, but
shall comply with Section 314(a)(4) of the Trust Indenture Act.

     (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

     (c) The Company shall deliver to the Trustee forthwith upon becoming aware
of a Default or Event of Default (but in no event later than 10 days after the
occurrence of each Default or Event of Default that is continuing), an Officers'
Certificate setting forth the details of such Default or Event of Default and
the action that the Company proposes to take with respect thereto and the
specific section or sections of this Indenture in connection with which such
Default or Event of Default has occurred.

     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such


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sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure to so act.

     The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

               (1) hold all sums held by it for the payment of the principal of
(and premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

               (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest on the Securities of that series;
and

               (3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


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     Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

     Section 11.01 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

     Section 11.02 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.


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     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

     All notices of redemption shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

               (3) if less than all the Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed;

               (4) that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date;

               (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

               (6) that the redemption is for a sinking fund, if such is the
case; and

               (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.


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     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of


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any sinking fund payment may be subject to reduction as provided in Section
12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding


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Securities of such series upon compliance with the applicable conditions set
forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in this Indenture and
any applicable supplemental indenture (except its obligations under Sections
3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05),
whether directly or indirectly by reason of any reference elsewhere herein or by
reason of any reference to any other provision herein or in any other document,
and such omission to comply shall not constitute an Event of Default under
Section 5.01(4) or any such supplemental indenture with respect to Outstanding
Securities of such series, and the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:


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               (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
applicable to it), under the terms of an irrevocable trust agreement in form and
substance reasonably satisfactory to such Trustee, as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding Securities
of such series on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.

               (2) No Default or Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit
or shall occur as a result of such deposit.

               (3) Such deposit, defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, any other
material debt agreement or instrument to which the Company is a party or by
which it is bound.

               (4) In the case of an election with respect to Section 13.02, the
Company shall have delivered to the Trustee either (a) a ruling directed to the
Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred or (B) an Opinion of Counsel, based on such ruling or on a change in
the applicable federal income tax law since the date of this Indenture, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.


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               (5) In the case of an election with respect to Section 13.03, the
Company shall have delivered to the Trustee an Opinion of Counsel or a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

               (6) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

               (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any


   76
                                                                              70

court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Section 13.02
or 13.03 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money or U.S. Government
Obligations, as the case may be, held in trust pursuant to Section 13.05 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or interest
on any such Security following such reinstatement of its obligations, the
Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money or U.S. Government
Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                   GUARANTEES

     Section 14.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.



   77
                                                                              71

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                                     EMMIS COMMUNICATIONS
                                                     CORPORATION


                                                     By:
                                                           ---------------------
                                                     Name:
                                                           ---------------------
                                                     Title:
                                                           ---------------------


Attest:

- ---------------------------
Name:
      ---------------------
Title:
      ---------------------



                                                     THE BANK OF NOVA SCOTIA
                                                     TRUST COMPANY OF NEW YORK
                                                     as Trustee


                                                     By:
                                                           ---------------------
                                                     Name:
                                                           ---------------------
                                                     Title:
                                                           ---------------------


Attest:

- ---------------------------
Name:
      ---------------------
Title:
      ---------------------




   78
                                                                              72

                                                     [GUARANTOR]


                                                     By:
                                                           ---------------------
                                                     Name:
                                                           ---------------------
                                                     Title:
                                                           ---------------------


Attest:
      ---------------------
Name:
      ---------------------
Title:
      ---------------------

EX-4.2

   1
                                                                     EXHIBIT 4.2
- --------------------------------------------------------------------------------


                        EMMIS COMMUNICATIONS CORPORATION


                                       AND


                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

                                     TRUSTEE



                       FORM OF SUBORDINATED DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_









- --------------------------------------------------------------------------------




   2
                        EMMIS COMMUNICATIONS CORPORATION

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_

         TRUST INDENTURE ACT SECTION                      INDENTURE SECTION
                310(a)(1)                                 6.09
                (a)(2)                                    6.09
                (a)(3)                                    Not Applicable
                (a)(4)                                    Not Applicable
                   (b)                                    6.08, 6.10
                311(a)                                    6.13
                   (b)                                    6.13
                (b)(2)                                    7.03(a), 7.03(b)
                312(a)                                    7.01, 7.02(a)
                   (b)                                    7.02(b)
                   (c)                                    7.02(c)
                313(a)                                    7.03(a)
                   (b)                                    7.03(a)
                   (c)                                    7.03(a), 7.03(b)
                   (d)                                    7.03(b)
                314(a)                                    7.04
                   (b)                                    Not Applicable
                (c)(1)                                    1.02
                (c)(2)                                    1.02
                (c)(3)                                    Not Applicable
                   (d)                                    Not Applicable
                   (e)                                    1.02
                315(a)                                    6.01(a)
                   (b)                                    6.02, 7.03(a)
                   (c)                                    6.01(b)
                   (d)                                    6.01(c)
                (d)(1)                                    6.01(a), 6.01(c)
                (d)(2)                                    6.01(c)
                (d)(3)                                    6.01(c)
                   (e)                                    5.14
          316(a)(1)(A)                                    5.12
             (a)(1)(B)                                    5.02, 5.13
                (a)(2)                                    Not Applicable
                   (b)                                    5.08
                   (c)                                    1.04(e)
             317(a)(1)                                    5.03
                (a)(2)                                    5.04
                   (b)                                    10.05
                318(a)                                    1.07



                                       i
   3
                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1 Definitions and Other Provisions of General Application..............1

     Section 1.01     Definitions..............................................1
     Section 1.02     Compliance Certificates and Opinions.....................9
     Section 1.03     Form of Documents Delivered to Trustee...................9
     Section 1.04     Acts of Holders.........................................10
     Section 1.05     Notices, Etc., to Trustee and Company...................12
     Section 1.06     Notice to Holders; Waiver...............................12
     Section 1.07     Conflict with Trust Indenture Act.......................13
     Section 1.08     Effect of Headings and Table of Contents................13
     Section 1.09     Successors and Assigns..................................13
     Section 1.10     Separability Clause.....................................13
     Section 1.11     Benefits of Indenture...................................13
     Section 1.12     Governing Law...........................................13
     Section 1.13     Legal Holidays..........................................13
     Section 1.14     No Recourse Against Others..............................14
     Section 1.15     Judgment Currency.......................................14
     Section 1.16     Counterparts............................................14

ARTICLE 2 Security Forms......................................................14

     Section 2.01     Forms Generally.........................................14
     Section 2.02     Form of Face of Security................................15
     Section 2.03     Form of Reverse of Security.............................17
     Section 2.04     Form of Trustee's Certificate of Authentication.........24
     Section 2.05     Securities in Global Form...............................24
     Section 2.06     Form of Legend for the Securities in Global Form........25

ARTICLE 3 The Securities......................................................25

     Section 3.01     Amount Unlimited; Issuable in Series....................25
     Section 3.02     Denominations...........................................28
     Section 3.03     Execution, Authentication, Delivery and Dating..........28
     Section 3.04     Temporary Securities....................................30
     Section 3.05     Registration, Registration of Transfer and Exchange.....31
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities........33
     Section 3.07     Payment of Interest; Interest Rights Preserved..........34
     Section 3.08     Persons Deemed Owners...................................35
     Section 3.09     Cancellation............................................36
     Section 3.10     Computation of Interest.................................36
     Section 3.11     CUSIP Number............................................36
     Section 3.12     Wire Transfers..........................................36


                                       ii
   4

ARTICLE 4 Satisfaction and Discharge..........................................37

     Section 4.01     Satisfaction and Discharge of Indenture.................37
     Section 4.02     Application of Trust Money..............................38
     Section 4.03     Application to a Specific Series of Securities..........38

ARTICLE 5 Remedies............................................................38

     Section 5.01     Events of Default.......................................38
     Section 5.02     Acceleration of Maturity; Rescission and Annulment......40
     Section 5.03     Collection of Indebtedness and Suits for Enforcement
                      by Trustee..............................................41
     Section 5.04     Trustee May File Proofs of Claim........................42
     Section 5.05     Trustee May Enforce Claims Without Possession
                      of Securities...........................................42
     Section 5.06     Application of Money Collected..........................43
     Section 5.07     Limitation on Suits.....................................43
     Section 5.08     Unconditional Right of Holders to Receive Principal,
                      Premium and Interest....................................44
     Section 5.09     Restoration of Rights and Remedies......................44
     Section 5.10     Rights and Remedies Cumulative..........................44
     Section 5.11     Delay or Omission Not Waiver............................44
     Section 5.12     Control by Holders......................................45
     Section 5.13     Waiver of Past Defaults.................................45
     Section 5.14     Undertaking for Costs...................................45

ARTICLE 6 The Trustee.........................................................46

     Section 6.01     Certain Duties and Responsibilities of the Trustee......46
     Section 6.02     Notice of Defaults......................................46
     Section 6.03     Certain Rights of Trustee...............................46
     Section 6.04     Not Responsible for Recitals or Issuance of Securities..47
     Section 6.05     May Hold Securities.....................................48
     Section 6.06     Money Held in Trust.....................................48
     Section 6.07     Compensation and Reimbursement..........................48
     Section 6.08     Disqualification; Conflicting Interests.................49
     Section 6.09     Corporate Trustee Required; Eligibility.................49
     Section 6.10     Resignation and Removal; Appointment of Successor.......49
     Section 6.11     Acceptance of Appointment by Successor..................51
     Section 6.12     Merger, Conversion, Consolidation or Succession
                      to Business.............................................52
     Section 6.13     Preferential Collection of Claims Against Company.......52
     Section 6.14     Appointment of Authenticating Agent.....................52
     Section 6.15     Compliance with Tax Laws................................54


                                      iii
   5

ARTICLE 7 Holders' Lists and Reports by Trustee and Company...................54

     Section 7.01     Company to Furnish Trustee Names and Addresses
                      of Holders..............................................54
     Section 7.02     Preservation of Information; Communications to
                      Holders.................................................54
     Section 7.03     Reports by Trustee......................................56
     Section 7.04     Reports by Company......................................56

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer......................57

     Section 8.01     When Company May Merge, Etc.............................57
     Section 8.02     Opinion of Counsel......................................57
     Section 8.03     Successor Corporation Substituted.......................57

ARTICLE 9 Supplemental Indentures.............................................58

     Section 9.01     Supplemental Indentures Without Consent of Holders......58
     Section 9.02     Supplemental Indentures with Consent of Holders.........59
     Section 9.03     Execution of Supplemental Indentures....................60
     Section 9.04     Effect of Supplemental Indentures.......................61
     Section 9.05     Conformity with Trust Indenture Act.....................61
     Section 9.06     Reference in Securities to Supplemental Indentures......61
     Section 9.07     Subordination Unimpaired................................61

ARTICLE 10 Covenants..........................................................61

     Section 10.01    Payments of Securities..................................61
     Section 10.02    Maintenance of Office or Agency.........................61
     Section 10.03    Compliance Certificates.................................62
     Section 10.04    Waiver of Stay, Extension or Usury Laws.................62
     Section 10.05    Money for Securities Payments to Be Held in Trust.......62
     Section 10.06    Waiver of Certain Covenants.............................64

ARTICLE 11 Redemption of Securities...........................................64

     Section 11.01    Applicability of Article................................64
     Section 11.02    Election to Redeem; Notice to Trustee...................64
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.......64
     Section 11.04    Notice of Redemption....................................65
     Section 11.05    Deposit of Redemption Price.............................66
     Section 11.06    Securities Payable on Redemption Date...................66
     Section 11.07    Securities Redeemed in Part.............................66

ARTICLE 12 Sinking Funds......................................................67

     Section 12.01    Applicability of Article................................67
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities...67
     Section 12.03    Redemption of Securities for Sinking Fund...............67


                                       iv
   6

ARTICLE 13 Defeasance and Covenant Defeasance.................................68

     Section 13.01    Applicability of Article; Company's Option to Effect
                      Defeasance or Covenant Defeasance.......................68
     Section 13.02    Defeasance and Discharge................................68
     Section 13.03    Covenant Defeasance.....................................68
     Section 13.04    Conditions to Defeasance or Covenant Defeasance.........69
     Section 13.05    Deposited Money and Government Obligations To Be
                      Held in Trust...........................................70
     Section 13.06    Reinstatement...........................................71

ARTICLE 14 Subordination......................................................71

     Section 14.01    Securities Subordinated to Senior Debt..................71
     Section 14.02    Payment over of Proceeds upon Dissolution, Etc..........71
     Section 14.03    No Payment When Senior Debt in Default..................73
     Section 14.04    Payment Permitted If No Default.........................73
     Section 14.05    Subrogation to Rights of Holders of Senior Debt.........73
     Section 14.06    Provisions Solely to Define Relative Rights.............74
     Section 14.07    Trustee to Effectuate Subordination.....................74
     Section 14.08    No Waiver of Subordination Provisions...................74
     Section 14.09    Notice to Trustee.......................................75
     Section 14.10    Reliance on Judicial Order or Certificate of Liquidating
                      Agent...................................................75
     Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt........76
     Section 14.12    Rights of Trustee as Holder of Senior Debt; Preservation
                      of Trustee's Rights.....................................76
     Section 14.13    Article Applicable to Paying Agents.....................76

ARTICLE 15 Guarantees.........................................................76

     Section 15.01    Guarantee...............................................76


                                       v
   7

     INDENTURE, dated as of ________________, 200_, between EMMIS COMMUNICATIONS
CORPORATION, an Indiana corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and THE
BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as
Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (4) the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

          (5) the words "HEREIN," "HEREOF " and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.
   8
                                                                               2

     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

   9
                                                                               3

     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at The Bank of Nova Scotia Trust
Company of New York, One Liberty Plaza, New York, NY 10006; Attn: Corporate
Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.
   10
                                                                               4

     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "NEW YORK BANKING DAY" has the meaning specified in Section 1.15.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

   11
                                                                               5

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (iii) Securities which have been paid as provided herein or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and

          (iv) Securities which have been defeased pursuant to Section 13.02;

     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,

   12
                                                                               6

demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "PROCEEDING" has the meaning specified in Section 14.02.

     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means,

   13
                                                                               7

with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITIES PAYMENT" has the meaning specified in Section 14.02.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SENIOR DEBT" means the principal of and premium, if any and interest on
the following, whether outstanding at the date of execution of this Indenture or
thereafter incurred or created:

          (a) indebtedness of a Person for money borrowed, or evidenced by a
note or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities,

          (b) indebtedness of a Person to banks or financial institutions
evidenced by notes or other written obligations,

          (c) indebtedness of a Person evidenced by notes, debentures, bonds or
other securities issued under the provisions of an indenture or similar
instrument,

          (d) indebtedness of others of the kinds described in the preceding
clauses (a), (b) and (c) that such Person has assumed, guaranteed or otherwise
assured the payment thereof, directly or indirectly, and

          (e) deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not
there is any notice to or consent of the holders of Securities; except (i)
indebtedness and advances among the Company and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

   14
                                                                               8

     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

     (1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

     (2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

   15
                                                                               9

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless

   16
                                                                              10

such Officer actually knows that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel actually knows that the certificate or opinion or
representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.


          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The ownership of Registered Securities shall be proved by the
Security Register.

   17
                                                                              11

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

          (f) The Trustee shall set a record date, which shall not be more than
15 days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding

   18
                                                                              12

Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's reasonable expense, shall cause notice of such record date and the
proposed action by Holders to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing and
mailed first-class postage prepaid, to or with the Trustee at The Bank of Nova
Scotia Trust Company of New York, One Liberty Plaza, 23rd Floor, New York, New
York 10006, Attention: Corporate Trust Administration; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at Emmis Communications Corporation, Attention: Secretary, or at any other
address previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers

   19
                                                                              13

of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities 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.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Holders and to the extent
specifically set forth herein the holders of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.
   20
                                                                              14

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "NEW YORK BANKING
DAY" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 2

                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,

   21
                                                                              15

substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

     Section 2.02 Form of Face of Security.

                        EMMIS COMMUNICATIONS CORPORATION

                  .............................................

No. _______       [$]________

     Emmis Communications Corporation, a corporation duly organized and existing
under the laws of Indiana (herein called the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of _______________ [Dollars] on _______________ [if the Security
is to bear interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on

   22
                                                                              16

such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     [If the Securities are floating or adjustable rate securities with respect
to which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its

   23
                                       17

normal procedures. Payments of interest with respect to such certificated
Securities other than at Maturity may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                         EMMIS COMMUNICATIONS CORPORATION


                                         By: ______________________________


Attest:

_________________________           [SEAL]

                                     200_

     Section 2.03 Form of Reverse of Security.


     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $__________].

     [-- The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by first class mail, [if applicable,
insert-- (1) on __________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [on or after __________, _____], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount):

   24
                                                                              18

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                REDEMPTION
          YEAR                     PRICE
- --------------------------------------------------



     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [if applicable, insert--
(whether through operation of the sinking fund or otherwise)] with accrued and
unpaid interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,

   25
                                                                              19
        REDEMPTION PRICE       REDEMPTION PRICE FOR
         FOR REDEMPTION        REDEMPTION OTHERWISE
        THROUGH OPERATION          THAN THROUGH
             OF THE               OPERATION OF THE
          SINKING FUND              SINKING FUND           YEAR
- --------------------------------------------------------------------------------

     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on __________
in each year beginning with the year _____ and ending with the year _____ of
[not less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]
   26
                                                                              20

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     [This Security is subject to subordination as provided in the Indenture [if
applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
   27
                                                                              21

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


   28
                                                                              22


                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

         ---------------------------------------------
         (Insert assignee's social security or tax I.D. number)

         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         (Print or type assignee's name, address and zip code)

     and irrevocably appoint ___________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Dated: __________          Your Signature: _____________________________________

                           (Sign exactly as your name appears on the other
                           side of this Security)

                           Signature Guaranty: _________________________________
                           [Signatures must be guaranteed by
                           an "eligible guarantor institution" meeting the
                           requirements of the Transfer Agent, which
                           requirements will include membership or participation
                           in STAMP or such other "signature guarantee program"
                           as may be determined by the Transfer Agent in
                           addition to, or in substitution for, STAMP, all in
                           accordance with the Exchange Act.]

                           Social Security Number or
                           Taxpayer Identification Number:
                           _____________________________________________________

   29
                                                                              23


     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:_______________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                   _____________________________________________
                                   As Trustee


                                   By __________________________________________
                                   Authorized Signatory


     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.
   30
                                                                              24


     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

     "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
     NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
     PART FOR SECURITIES IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
     A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
     THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
     THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
     OF SUCH SUCCESSOR DEPOSITARY."

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

          (1) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

          (2) the purchase price, denomination and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07);

          (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method of determination
thereof;
   31
                                                                              25


          (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of interest,
the date or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date, if any, for the
interest payable on any Interest Payment Date;

          (5) the place or places where the principal of, premium, if any, and
interest, if any, on Securities of the series shall be payable;

          (6) the place or places where the Securities may be exchanged or
transferred;

          (7) the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

          (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series in whole or in part pursuant to any sinking fund or
analogous provisions or upon the happening of a specified event or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

          (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

         (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

         (11) if the payments of principal of, premium, if any, or interest on
the Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

         (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with

   32
                                                                              26


reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

         (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

         (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

         (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series) and any
modification to either such section as it relates to such series of Securities;

         (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

         (17) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.06 which shall
be borne by such global Security, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

         (18) if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Company or
of other entities or other property (or the cash value thereof), the specific
terms of and period during which such conversion or exchange may be made;

         (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;

         (20) any provisions for the satisfaction and discharge of the
Securities of the series, including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

         (21) any addition to or change in the covenants set forth in Article
10 which applies to Securities of the series;


   33
                                                                              27


         (22) the subordination of the Securities of such series to other
Indebtedness of the Company, including without limitation, the Securities of any
other series; and

         (23) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

   34
                                                                              28


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

          (a) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.01, that such terms have
been established in conformity with the provisions of this Indenture; and

          (b) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that


   35
                                                                              29


(i) shall be in an aggregate amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or its nominee, and
(iii) shall be made available for delivery by the Trustee to such Depositary or
pursuant to such Depositary's instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive

   36
                                                                              30


Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a like principal amount of definitive Securities of the same series of
authorized denominations and of like tenor. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

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                                                                              31


     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to each Person specified by such Depositary a new certified
Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

          (ii) to such Depositary a new Security in global form of like tenor in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee.


   38
                                                                              32


Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


   39
                                                                              33


     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of


   40
                                                                              34


Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment (which shall be not less than 25 days after the
receipt by the Trustee of such notice, unless such Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements reasonably satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the reasonable
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this Clause
(2), such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial


   41
                                                                              35


ownership interest. Notwithstanding the foregoing, with respect to any Security
in global form, nothing herein shall prevent the Company or the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such Depositary and owners of beneficial interests in such Security
in global form, the operation of customary practices governing the exercise of
the right of such Depositary (or its nominee) as holder of such Security in
global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.
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                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for or in the form of Security for such series), when the Trustee, upon
Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                  (1) either (a) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.06 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.05) have been delivered
to the Trustee for cancellation; or (b) all such Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company;

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with; and

                  (4) no event or condition shall exist on the date of such
deposit that, pursuant to the provisions of Section 14.02 or 14.03, would
prevent the Company from making payments of the principal of or interest on the
Securities of such series on the date of such deposit.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been


   43
                                                                              38



deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

         Section 4.02 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

         Section 4.03 Application to a Specific Series of Securities. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of Article 14
hereof or by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

                  (1) the Company defaults in the payment of interest on any
Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal of,
or premium, if any, on any Security of that series when the same becomes due and
payable at Maturity or on redemption or otherwise; or

                  (3) the Company fails to deposit any sinking fund payment, for
five days after it becomes due by the terms of a Security of that series; or


   44
                                                                              39


                  (4) the Company fails to observe or perform in any material
respect any of its other covenants, agreements or warranties in the Securities
of that series or this Indenture (other than a covenant, agreement or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and the
failure to observe or perform continues for the period and after the notice
specified in the last paragraph of this Section; or

                  (5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (including Securities
of another series) (other than the Securities of such series) (whether such
Indebtedness now exists or shall hereafter be created or incurred) shall occur,
which event of default (i) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness at final maturity after the
expiration of the grace period provided in such Indebtedness on the date of such
event of default, and (ii) results in Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise become due and
payable, and such default in payment is not cured or such acceleration shall not
be rescinded or annulled within 30 days after written notice to the Company from
the Trustee or to the Company and to the Trustee from the Holders of at least
twenty-five percent in aggregate principal amount of the Outstanding Securities
of that series specifying such event of default and requiring the Company to
cure such default in payment or cause such acceleration to be rescinded or
annulled and stating that such notice is a "NOTICE OF DEFAULT" hereunder;
provided, however, that it shall not be an Event of Default if the principal
amount of Indebtedness which is not paid at maturity or the maturity of which is
accelerated is equal to or less than $20,000,000; provided further that if,
prior to a declaration of acceleration of the maturity of the Securities of that
series or the entry of judgment in favor of the Trustee in a suit pursuant to
Section 5.03, such default shall be remedied or cured by the Company or waived
by the holders of such Indebtedness, then the Event of Default hereunder by
reason thereof shall be deemed likewise to have been thereupon remedied, cured
or waived without further action upon the part of either the Trustee or any of
the Holders of the Securities of that series; or

                  (6) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law (a) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(b) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (c) consents to
or acquiesces in the institution of bankruptcy or insolvency proceedings against
it, (d) applies for, consents to or acquiesces in the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
(e) makes a general assignment for the benefit of its creditors or (f) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise,
any of the foregoing; or

                  (7) (i) a court of competent jurisdiction enters a judgment,
decree or order for relief in an involuntary case or proceeding under any
Bankruptcy Law which shall (a) approve as properly filed a petition seeking


   45
                                                                              40


reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

                  (8) any other Event of Default provided with respect to
Securities of that series.

         A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "NOTICE OF DEFAULT." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

         Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

         If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

         Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

         At any time after a declaration of acceleration of Maturity with
respect to Securities of any series has been made and before a judgment or
decree for payment of



   46
                                                                              41


the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series by notice to the Trustee may rescind an acceleration
and its consequences if (i) all existing Events of Default, other than the
nonpayment of the principal of and interest on the Securities of that series
that has become due solely by such declaration of acceleration, have been cured
or waived, (ii) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal that has become due
otherwise than by such declaration of acceleration have been paid, (iii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee.  The Company covenants that if:

                  (1) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at the Maturity thereof, or

                  (3) default is made in the payment of any sinking or analogous
obligation when the same becomes due by the terms of the Securities of any
series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial


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proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
secure any other proper remedy.

         Section 5.04 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agent and counsel) and of the Holders allowed in such judicial
proceedings, and

                  (ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         Section 5.05 Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


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         Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

         First:  To the payment of all amounts due the Trustee under Section
6.07 applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium, if any, and interest on the Securities of such series in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities of such series for principal, and premium, if
any, and interest, respectively; and

         Third:  To the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

         Section 5.07 Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that
series;

                  (2) the Holders of at least twenty-five percent in principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders shall have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders



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                                                                              44


of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

         Section 5.08 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture but
subject to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

         Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

         Section 5.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


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                                                                              45



         Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (3) subject to Section 6.01, the Trustee need not take any
action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
if any, or interest on any Security of such series, or

                  (2) in respect of a covenant or other provision hereof which
under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.

         Upon any such waiver, such Default or Event of Default shall cease to
exist and shall be deemed to have been cured, for every purpose of this
Indenture and the Securities of such series; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

         Section 5.14 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or



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                                                                              46


interest on any Security on or after the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.01 Certain Duties and Responsibilities of the Trustee.

              (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

              (b) In case an Event of Default has occurred and is continuing,
and is known to the Trustee, the Trustee shall exercise the rights and powers
vested in it by this Indenture, and shall use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

              (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

              (d) Every provision of this Indenture which pertains to the
Trustee shall be subject to this Section 6.01.

         Section 6.02 Notice of Defaults. Within 90 days after the occurrence of
any Default or Event of Default with respect to the Securities of any series,
the Trustee shall give to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such Default or
Event of Default known to the Trustee, unless such Default or Event of Default
shall have been cured or waived; provided, however, that, except in the case of
a Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.

         Section 6.03 Certain Rights of Trustee.  Subject to the provisions of
the Trust Indenture Act:

              (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

              (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any



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                                                                              47


resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

              (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

              (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

              (e) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

              (f) prior to the occurrence of an Event of Default with respect to
the Securities of any series and after the curing or waiving of all such Events
of Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, or the books and records of the
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

              (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

              (h) the Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

         Section 6.04 Not Responsible for Recitals or Issuance of Securities.
The recitals herein and in the Securities, except the Trustee's certificates of
authentication,


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                                                                              48



shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

         Section 6.05 May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

         Section 6.07 Compensation and Reimbursement.  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
compensation as negotiated between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured by the income of the Trustee),
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(6) or Section 5.01(7), the
expenses


   54
                                                                              49


(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

         The provisions of this Section 6.07 shall survive this Indenture and
the resignation or removal of the Trustee.

         Section 6.08 Disqualification; Conflicting Interests. The Trustee shall
be disqualified only where such disqualification is required by Section 310(b)
of the Trust Indenture Act. Nothing shall prevent the Trustee from filing with
the Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 6.09 Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10 Resignation and Removal; Appointment of Successor.

              (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

              (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

              (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

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                                                                              50



              (d) If at any time:

                  (i) the Trustee shall fail to comply with Section 310(b) of
the Trust Indenture Act after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months; or

                  (ii) the Trustee shall cease to be eligible under Section 6.09
and shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

                  (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

              (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

              (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each


   56
                                                                              51


appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

         Section 6.11 Acceptance of Appointment by Successor.

              (a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

              (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.


   57
                                                                              52


              (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

              (d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

         Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.13 Preferential Collection of Claims Against Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

         Section 6.14 Appointment of Authenticating Agent. At any time when any
of the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then



   58
                                                                              53


for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

                         Form of Authenticating Agent's
                         Certificate of Authentication

Dated: ____________________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

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                                      _______________________________________
                                      As Trustee


                                      By    _________________________________
                                            Authorized Signatory


                                      By    _________________________________
                                            As Authenticating Agent


         Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to
comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                   ARTICLE 7

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee:

              (a) semi-annually, not later than 15 days after the Regular Record
Date for each series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities as
of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

              (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 Preservation of Information; Communications to Holders.

              (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.01 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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              (b) If three or more Holders (herein referred to as "APPLICANTS")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either:

                  (i) afford such applicants access to the information preserved
at the time by the Trustee in accordance with Section 7.02(a); or

                  (ii) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

              (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).



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         Section 7.03 Reports by Trustee.

              (a) Within 60 days after ______ of each year commencing with the
year 200_, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of ______, if required by and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

              (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange or
inter-dealer quotation system upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or inter-dealer quotation system.

         Section 7.04 Reports by Company.  The Company shall:

                  (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;

                  (3) transmit or cause to be transmitted by mail to all
Holders, as their names and addresses appear in the Security Register, (a) as
promptly as reasonably practicable following the furnishing of the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing
thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

                  (4) furnish to the Trustee, on ___________ of each year, a
brief certificate from the principal executive officer, principal financial


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officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

                  (1) either the Company shall be the continuing Person or the
Person (if other than the Company) formed by such consolidation or with which or
into which the Company is merged or the Person (or group of affiliated Persons)
to which all or substantially all the properties and assets of the Company as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture; and

                  (2) immediately after giving effect to such transaction or
series of related transactions, no Event of Default, and no Default, shall have
occurred and be continuing.

         Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

         Section 8.02 Opinion of Counsel. The Company shall deliver to the
Trustee prior to the proposed transaction(s) covered by Section 8.01 an
Officers' Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 8.03 Successor Corporation Substituted. Upon any consolidation
by the Company with or merger by the Company into any other corporation


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or other entity or any conveyance, transfer or lease all or substantially all of
the property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the successor corporation or entity or affiliated group
of corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

         Section 9.01 Supplemental Indentures Without Consent of Holders.
Without notice to or the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

                  (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities; or

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or


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                  (7) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition to
or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

         Upon request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in (and subject to the last sentence
of) Section 9.03, the Trustee shall join with the Company in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture.

         Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or


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any premium payable upon the redemption, repurchase or repayment thereof, or
change the manner in which the amount of any principal thereof or premium, if
any, or interest thereon is determined, or reduce the amount of the principal of
any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or
change any Place of Payment where, or the coin or currency or currency unit in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or

                  (3) modify any of the provisions of this Section, Section 5.13
or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

         A supplemental indenture which changes or eliminates any covenant or
other provisions of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

         Section 9.03 Execution of Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article, subject to
the last sentence of this Section 9.03. In executing, or accepting the
additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.


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         Section 9.04 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect. Section 9.06 Reference in Securities
to Supplemental Indentures. Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series.

         Section 9.07 Subordination Unimpaired. This Indenture may not be
amended to alter the subordination of any of the Outstanding Securities without
the written consent of each holder of Senior Debt then outstanding that would be
adversely affected thereby.

                                   ARTICLE 10

                                   COVENANTS

         Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02 Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee as set forth in Section 1.05 hereof.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will


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give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

         Section 10.03 Compliance Certificates.

              (a) The Company shall deliver to the Trustee within 90 days after
the end of each fiscal year of the Company (which fiscal year currently ends on
February 28 (29)), an Officers' Certificate stating whether or not the signer
knows of any Default or Event of Default by the Company that occurred prior to
the end of the fiscal year and is then continuing. If the signer does know of
such a Default or Event of Default, the certificate shall describe each such
Default or Event of Default and its status and the specific section or sections
of this Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

              (b) The Company shall deliver to the Trustee, within 10 days after
the occurrence thereof, notice of any acceleration which with the giving of
notice and the lapse of time would be an Event of Default within the meaning of
Section 5.01(5) hereof.

              (c) The Company shall deliver to the Trustee forthwith upon
becoming aware of a Default or Event of Default (but in no event later than 10
days after the occurrence of each Default or Event of Default that is
continuing), an Officers' Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

         Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

         Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit


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of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or prior to each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

         The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and

                  (3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such




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trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee of such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

         Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
3.01 for Securities of any series) in accordance with this Article.

         Section 11.02 Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

         Section 11.03 Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal




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national securities exchange, if any, on which such Securities are listed, and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series; provided that in case the Securities of such series have different
terms and maturities, the Securities to be redeemed shall be selected by the
Company and the Company shall give notice thereof to the Trustee.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of the Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities which has been or is
to be redeemed.

         Section 11.04 Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 45
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial redemption,
the principal amounts) of the particular Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.



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         Section 11.05 Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

         Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

         Section 11.06 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Regular or Special Record Dates according
to their terms and the provisions of Section 3.07.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

         Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

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                                   ARTICLE 12

                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

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                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no

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liability in respect of any term, condition or limitation set forth in this
Indenture and any applicable supplemental indenture (except its obligations
under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04
and 10.05), whether directly or indirectly by reason of any reference elsewhere
herein or by reason of any reference to any other provision herein or in any
other document, and such omission to comply shall not constitute an Event of
Default under Section 5.01(4) or any such supplemental indenture with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

          (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
applicable to it), under the terms of an irrevocable trust agreement in form and
substance reasonably satisfactory to such Trustee, as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding Securities
of such series on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.

          (2) No Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit.

          (3) Such deposit, defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any other material
debt agreement or instrument to which the Company is a party or by which it is
bound.

          (4) In the case of an election with respect to Section 13.02, the
Company shall have delivered to the Trustee either (a) a ruling

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directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

          (5) the case of an election with respect to Section 13.03, the Company
shall have delivered to the Trustee an Opinion of Counsel or a ruling directed
to the Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

          (6) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

          (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "Trustee") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other

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than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

     Section 14.01 Securities Subordinated to Senior Debt. Except as otherwise
specified or contemplated by Section 3.01 or the other provisions of this
Agreement, the Company covenants and agrees, and each holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

     Section 14.02 Payment over of Proceeds upon Dissolution, Etc. In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors or to its assets, or (b)
any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit

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of creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event,
if any, a "PROCEEDING") the holders of Senior Debt shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities,
on account of principal of or premium, if any, or interest on the Securities or
on account of any purchase or other acquisition of Securities by the Company, or
any Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "SECURITIES
PAYMENT"), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known to the Trustee or, as the case
may be, such holder, then and in such event such Securities Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer, sale or lease of all or
substantially all of its properties and assets to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer, sale or lease such properties and assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer, sale or lease
comply with the conditions set forth in Article 8.

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     Section 14.03 No Payment When Senior Debt in Default. In the event that any
series of Securities are declared due and payable before their maturity, then
and in such event the holders of the Senior Debt outstanding at the time such
series of Securities so become due and payable shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of such Senior
Debt, before the holders of the Securities of such series are entitled to
receive any Securities Payment.

     In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 14.02 would be applicable.

     Section 14.04 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Securities Payments or the retention of
such Securities Payment by the holders, if at the time of such application by
the Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

     Section 14.05 Subrogation to Rights of Holders of Senior Debt. Subject to
the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and premium, if any, and
interest on the Securities shall be paid in full. For

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                                                                              74

purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt and the
holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

     Section 14.06 Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the holders on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Debt and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the holders of the Securities the principal of and premium,
if any, and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such holder.

     Section 14.07 Trustee to Effectuate Subordination. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     Section 14.08 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Securities, without
incurring responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing

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the same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

     Section 14.09 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee therefor or representative thereof; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
one full Business Day prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within one full Business Day
prior to such date.

     Subject to the provisions of Section 6.01, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor or representative thereof)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the rights of such Person to receive such payment.

     Section 14.10 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of Securities, for the purpose of ascertaining the Persons entitled

   81
                                                                              76

to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. The Trustee shall not be
charged with knowledge of the existence of Senior Debt or of any facts that
would prohibit any payment hereunder unless a Responsible Officer of the Trustee
shall have received notice to that effect at the address of the Trustee set
forth in Section 1.05. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

     Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     Section 14.13 Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "TRUSTEE" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 14.09 and 14.12 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

     Section 15.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

   82
                                                                              77

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                          EMMIS COMMUNICATIONS
                                          CORPORATION

                                          By:
                                                 ------------------------------
                                          Name:
                                                 ------------------------------
                                          Title:
                                                 ------------------------------

      Attest:

      -------------------------------

Name:
      -------------------------------

Title:
      -------------------------------
                                          THE BANK OF NOVA SCOTIA TRUST
                                          COMPANY OF NEW YORK
                                          as Trustee

                                          By:
                                                 ------------------------------
                                          Name:
                                                 ------------------------------
                                          Title:
                                                 ------------------------------

      Attest:

      -------------------------------

Name:
      -------------------------------

Title:
      -------------------------------


   83
                                                                              78


                                          [GUARANTOR]


                                          By:
                                                 ------------------------------
                                          Name:
                                                 ------------------------------
                                          Title:
                                                 ------------------------------

      Attest:

      -------------------------------

Name:
      -------------------------------

Title:
      -------------------------------

EX-4.3

   1
                                                                     EXHIBIT 4.3



- --------------------------------------------------------------------------------


                             EMMIS OPERATING COMPANY


                                       AND


                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

                                     TRUSTEE





                          FORM OF SENIOR DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_









- --------------------------------------------------------------------------------



   2
                            EMMIS OPERATING COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                and Indenture, dated as of ______________, 200_

    TRUST INDENTURE ACT SECTION                            INDENTURE SECTION

- --------------------------------------------------------------------------------
              310(a)(1)                                        6.09
                 (a)(2)                                        6.09
                 (a)(3)                                        Not Applicable
                 (a)(4)                                        Not Applicable
                 (b)                                           6.08, 6.10
              311(a)                                           6.13
                 (b)                                           6.13
                 (b)(2)                                        7.03(a), 7.03(b)
              312(a)                                           7.01, 7.02(a)
                 (b)                                           7.02(b)
                 (c)                                           7.02(c)
              313(a)                                           7.03(a)
                 (b)                                           7.03(a)
                 (c)                                           7.03(a), 7.03(b)
                 (d)                                           7.03(b)
              314(a)                                           7.04
                 (b)                                           Not Applicable
                 (c)(1)                                        1.02
                 (c)(2)                                        1.02
                 (c)(3)                                        Not Applicable
                 (d)                                           Not Applicable
                 (e)                                           1.02
              315(a)                                           6.01(a)
                 (b)                                           6.02, 7.03(a)
                 (c)                                           6.01(b)
                 (d)                                           6.01(c)
                 (d)(1)                                        6.01(a), 6.01(c)
                 (d)(2)                                        6.01(c)
                 (d)(3)                                        6.01(c)
                 (e)                                           5.14
              316(a)(1)(A)                                     5.12
                 (a)(1)(B)                                     5.02, 5.13
                 (a)(2)                                        Not Applicable
                 (b)                                           5.08
                 (c)                                           1.04(e)
              317(a)(1)                                        5.03
                 (a)(2)                                        5.04
                 (b)                                           10.05
                 318(a)                                        1.07


                                       i

   3

                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                
ARTICLE 1 Definitions and Other Provisions of General Application........................................1

     Section 1.01     Definitions........................................................................1
     Section 1.02     Compliance Certificates and Opinions...............................................8
     Section 1.03     Form of Documents Delivered to Trustee.............................................9
     Section 1.04     Acts of Holders....................................................................9
     Section 1.05     Notices, Etc., to Trustee and Company.............................................11
     Section 1.06     Notice to Holders; Waiver.........................................................11
     Section 1.07     Conflict with Trust Indenture Act.................................................12
     Section 1.08     Effect of Headings and Table of Contents..........................................12
     Section 1.09     Successors and Assigns............................................................12
     Section 1.10     Separability Clause...............................................................12
     Section 1.11     Benefits of Indenture.............................................................12
     Section 1.12     Governing Law.....................................................................12
     Section 1.13     Legal Holidays....................................................................12
     Section 1.14     No Recourse Against Others........................................................13
     Section 1.15     Judgment Currency.................................................................13
     Section 1.16     Counterparts......................................................................14

ARTICLE 2 Security Forms................................................................................14

     Section 2.01     Forms Generally...................................................................14
     Section 2.02     Form of Face of Security..........................................................14
     Section 2.03     Form of Reverse of Security.......................................................17
     Section 2.04     Form of Trustee's Certificate of Authentication...................................23
     Section 2.05     Securities in Global Form.........................................................23
     Section 2.06     Form of Legend for the Securities in Global Form..................................24

ARTICLE 3 The Securities................................................................................24

     Section 3.01     Amount Unlimited; Issuable in Series..............................................24
     Section 3.02     Denominations.....................................................................27
     Section 3.03     Execution, Authentication, Delivery and Dating....................................27
     Section 3.04     Temporary Securities..............................................................29
     Section 3.05     Registration, Registration of Transfer and Exchange...............................30
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities..................................32
     Section 3.07     Payment of Interest; Interest Rights Preserved....................................33
     Section 3.08     Persons Deemed Owners.............................................................34
     Section 3.09     Cancellation......................................................................35
     Section 3.10     Computation of Interest...........................................................35
     Section 3.11     CUSIP Number......................................................................35
     Section 3.12     Wire Transfers....................................................................35


                                       ii
   4



                                                                                                      Page
                                                                                                
ARTICLE 4 Satisfaction and Discharge....................................................................36

     Section 4.01     Satisfaction and Discharge of Indenture...........................................36
     Section 4.02     Application of Trust Money........................................................37
     Section 4.03     Application to a Specific Series of Securities....................................37

ARTICLE 5 Remedies......................................................................................37

     Section 5.01     Events of Default.................................................................37
     Section 5.02     Acceleration of Maturity; Rescission and Annulment................................39
     Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee...................40
     Section 5.04     Trustee May File Proofs of Claim..................................................41
     Section 5.05     Trustee May Enforce Claims Without Possession of Securities.......................41
     Section 5.06     Application of Money Collected....................................................41
     Section 5.07     Limitation on Suits...............................................................42
     Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and
                      Interest..........................................................................43
     Section 5.09     Restoration of Rights and Remedies................................................43
     Section 5.10     Rights and Remedies Cumulative....................................................43
     Section 5.11     Delay or Omission Not Waiver......................................................43
     Section 5.12     Control by Holders................................................................43
     Section 5.13     Waiver of Past Defaults...........................................................44
     Section 5.14     Undertaking for Costs.............................................................44

ARTICLE 6 The Trustee...................................................................................45

     Section 6.01     Certain Duties and Responsibilities of the Trustee................................45
     Section 6.02     Notice of Defaults................................................................45
     Section 6.03     Certain Rights of Trustee.........................................................45
     Section 6.04     Not Responsible for Recitals or Issuance of Securities............................46
     Section 6.05     May Hold Securities...............................................................47
     Section 6.06     Money Held in Trust...............................................................47
     Section 6.07     Compensation and Reimbursement....................................................47
     Section 6.08     Disqualification; Conflicting Interests...........................................48
     Section 6.09     Corporate Trustee Required; Eligibility...........................................48
     Section 6.10     Resignation and Removal; Appointment of Successor.................................48
     Section 6.11     Acceptance of Appointment by Successor............................................50
     Section 6.12     Merger, Conversion, Consolidation or Succession to Business.......................51
     Section 6.13     Preferential Collection of Claims Against Company.................................51
     Section 6.14     Appointment of Authenticating Agent...............................................51
     Section 6.15     Compliance with Tax Laws..........................................................53


                                      iii
   5


                                                                                                      Page
                                                                                                
ARTICLE 7 Holders' Lists and Reports by Trustee and Company.............................................53

     Section 7.01     Company to Furnish Trustee Names and Addresses of Holders.........................53
     Section 7.02     Preservation of Information; Communications to Holders............................53
     Section 7.03     Reports by Trustee................................................................54
     Section 7.04     Reports by Company................................................................55

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer................................................56

     Section 8.01     When Company May Merge, Etc.......................................................56
     Section 8.02     Opinion of Counsel................................................................56
     Section 8.03     Successor Corporation Substituted.................................................56

ARTICLE 9 Supplemental Indentures.......................................................................57

     Section 9.01     Supplemental Indentures Without Consent of Holders................................57
     Section 9.02     Supplemental Indentures with Consent of Holders...................................58
     Section 9.03     Execution of Supplemental Indentures..............................................59
     Section 9.04     Effect of Supplemental Indentures.................................................59
     Section 9.05     Conformity with Trust Indenture Act...............................................60
     Section 9.06     Reference in Securities to Supplemental Indentures................................60

ARTICLE 10 Covenants....................................................................................60

     Section 10.01    Payments of Securities............................................................60
     Section 10.02    Maintenance of Office or Agency...................................................60
     Section 10.03    Compliance Certificates...........................................................60
     Section 10.04    Waiver of Stay, Extension or Usury Laws...........................................61
     Section 10.05    Money for Securities Payments to Be Held in Trust.................................61
     Section 10.06    Waiver of Certain Covenants.......................................................63

ARTICLE 11 Redemption of Securities.....................................................................63

     Section 11.01    Applicability of Article..........................................................63
     Section 11.02    Election to Redeem; Notice to Trustee.............................................63
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.................................63
     Section 11.04    Notice of Redemption..............................................................64
     Section 11.05    Deposit of Redemption Price.......................................................64
     Section 11.06    Securities Payable on Redemption Date.............................................65
     Section 11.07    Securities Redeemed in Part.......................................................65

ARTICLE 12 Sinking Funds................................................................................65

     Section 12.01    Applicability of Article..........................................................65
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities.............................66
     Section 12.03    Redemption of Securities for Sinking Fund.........................................66


                                       iv
   6


                                                                                                      Page
                                                                                                
ARTICLE 13 Defeasance and Covenant Defeasance...........................................................66

     Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or
                      Covenant Defeasance...............................................................66
     Section 13.02    Defeasance and Discharge..........................................................67
     Section 13.03    Covenant Defeasance...............................................................67
     Section 13.04    Conditions to Defeasance or Covenant Defeasance...................................67
     Section 13.05    Deposited Money and Government Obligations To Be Held in Trust....................69
     Section 13.06    Reinstatement.....................................................................69

ARTICLE 14 Guarantees...................................................................................70

     Section 14.01    Guarantee.........................................................................70



                                       v
   7
     INDENTURE, dated as of ________________, 200_, between EMMIS OPERATING
COMPANY, an Indiana corporation (herein called the "COMPANY"), the GUARANTORS
listed on Schedule 1 hereto (herein called the "GUARANTORS") and THE BANK OF
NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as Trustee
(herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (4) the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

          (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

   8
                                                                               2


     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.



   9
                                                                               3


     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at The Bank of Nova Scotia Trust
Company of New York, One Liberty Plaza, New York, NY 10006; Attn: Corporate
Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.


   10
                                                                               4



     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "NEW YORK BANKING DAY" has the meaning specified in Section 1.15.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.


   11
                                                                               5



     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (iii) Securities which have been paid as provided herein or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and

          (iv) Securities which have been defeased pursuant to Section 13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,


   12
                                                                               6


demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.



   13
                                                                               7



     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

     (1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

     (2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only
general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as



   14
                                                                               8


an agency or instrumentality of the United States of America the timely payment
of which is unconditionally guaranteed by the full faith and credit of the
United States of America which, in either case, are not callable or redeemable
at the option of the issuer thereof or otherwise subject to prepayment, and
shall also include a depository receipt issued by a New York Clearing House bank
or trust company as custodian with respect to any such U.S. Government
Obligation, or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount held by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


   15
                                                                               9



     (d) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such Officer actually knows that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "ACT" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.



   16
                                                                              10



     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     (c) The ownership of Registered Securities shall be proved by the Security
Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

     (f) The Trustee shall set a record date, which shall not be more than 15
days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be




   17
                                                                              11


taken or given before or after such record date, but only the Holders of record
at the close of business on such record date shall be deemed to be holders of
Securities of a series for the purpose of determining whether Holders of the
requisite proportion of Outstanding Securities of such series have authorized or
agreed or consented to such action, and for that purpose the Outstanding
Securities of such series shall be computed as of such record date; provided
that no such action by Holders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be canceled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's reasonable expense, shall cause notice
of such record date and the proposed action by Holders to be given to the
Company in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.06.

     Section 1.05 Notices, Etc., to Trustee and Company.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

     (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing and mailed
first-class postage prepaid, to or with the Trustee at The Bank of Nova Scotia
Trust Company of New York, One Liberty Plaza, 23rd Floor, New York, New York
10006, Attention: Corporate Trust Administration; or

     (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at Emmis Operating Company, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.



   18
                                                                              12


     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities 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.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any



   19
                                                                              13


Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "NEW YORK BANKING
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.



   20
                                                                              14



     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 2

                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

     Section 2.02 Form of Face of Security.



                            EMMIS OPERATING COMPANY

                            -----------------------

No. _______                                                        [$]________

     Emmis Operating Company, a corporation duly organized and existing under
the laws of Indiana (herein called the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of _______________ [Dollars] on _______________ [if the Security
is to bear interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the



   21
                                                                              15


rate of _____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     [If the Securities are floating or adjustable rate securities with respect
to which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].


   22
                                                                              16


     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                               EMMIS OPERATING COMPANY


                                                By:
                                                   -----------------------------


Attest:


_________________________  [SEAL]

                                      200_



   23
                                                                              17


     Section 2.03 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $__________].

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, [if applicable, insert-- (1) on __________ in any year commencing with the
year __________ and ending with the year __________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after __________, _____], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                REDEMPTION
          YEAR                     PRICE
          ----                  ----------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,

        REDEMPTION PRICE               REDEMPTION PRICE FOR
         FOR REDEMPTION              REDEMPTION OTHERWISE THAN
THROUGH OPERATION OF THE SINKING     THROUGH OPERATION OF THE
              FUND                         SINKING FUND                  YEAR
- --------------------------------     --------------------------          -----


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

   24
                                                                              18

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on
___________ in each year beginning with the year _____ and ending with the year
_____ of [not less than] $_______________ [("MANDATORY SINKING FUND") and not
more than $____________] aggregate principal amount of Securities of this
series.] [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made--in
the inverse order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

   25
                                                                              19


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.


   26
                                                                              20


     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


   27
                                                                              21



                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

                  ------------------------------------------------------
                  (Insert assignee's social security or tax I.D. number)

                  ------------------------------------------------------

                  ------------------------------------------------------

                  ------------------------------------------------------

                  ------------------------------------------------------

                 (Print or type assignee's name, address and zip code)

and irrevocably appoint ___________________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

Dated: __________ Your Signature:

- -------------------------------------
(Sign exactly as your name appears on
the other side of this Security)

Signature Guaranty:
_____________________________________________________

[Signatures must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Transfer Agent, which requirements will include
membership or participation in STAMP or such other
"signature guarantee program" as may be determined by
the Transfer Agent in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________



   28
                                                                              22


     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:   _______________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                     ---------------------------
                                                                      As Trustee


                                                     By
                                                       -------------------------
                                                            Authorized Signatory

     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.



   29
                                                                              23


     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY."

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

          (1) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

          (2) the purchase price, denomination and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07);

   30
                                                                              24



          (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method of determination
thereof;

          (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of interest,
the date or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date, if any, for the
interest payable on any Interest Payment Date;

          (5) the place or places where the principal of, premium, if any, and
interest, if any, on Securities of the series shall be payable;

          (6) the place or places where the Securities may be exchanged or
transferred;

          (7) the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

          (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series in whole or in part pursuant to any sinking fund or
analogous provisions or upon the happening of a specified event or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

          (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

          (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

          (11) if the payments of principal of, premium, if any, or interest on
the Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the



   31
                                                                              25


exchange rate with respect to such payments shall be determined, and the
particular provisions applicable thereto;

          (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with reference to
an index, formula or other method (which index, formula or method may be based,
without limitation, on a currency or currencies (including currency unit or
units) other than that in which the Securities of the series are denominated or
designated to be payable), the index, formula or other method by which such
amounts shall be determined;

          (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

          (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series; and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

          (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series); and any
modification to either such section as it relates to such series of Securities;

          (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

          (17) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.06 which shall
be borne by such global Security, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

          (18) if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Company or
of other entities or other property (or the cash value thereof), the specific
terms of and period during which such conversion or exchange may be made;

          (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;



   32
                                                                              26


          (20) any provisions for the satisfaction and discharge of the
Securities of the series, including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

          (21) any addition to or change in the covenants set forth in Article
10 which applies to Securities of the series; and

          (22) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices


   33
                                                                              27


prior to the authentication and delivery of such Securities or did not hold such
offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

          (a) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.01, that such terms have
been established in conformity with the provisions of this Indenture; and

          (b) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global



   34
                                                                              28


Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any


   35
                                                                              29


series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a like principal amount of definitive Securities
of the same series of authorized denominations and of like tenor. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities


   36
                                                                              30


of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to each Person specified by such Depositary a new certified
Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

          (ii) to such Depositary a new Security in global form of like tenor in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.



   37
                                                                              31


     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee. Securities issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Persons
in whose names such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same





   38
                                                                              32


series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or



   39
                                                                              33


their respective Predecessor Securities) are registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security
of such series and the date of the proposed payment (which shall be not less
than 25 days after the receipt by the Trustee of such notice, unless such
Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Securities of such
series at his address as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this Clause
(2), such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.




   40
                                                                              34


     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the right of such Depositary (or its
nominee) as holder of such Security in global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.

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                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (1) either (a) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.05) have been delivered to the
Trustee for cancellation; or (b) all such Securities not theretofore delivered
to the Trustee for cancellation (i) have become due and payable, or (ii) will
become due and payable at their Stated Maturity within one year, or (iii) are to
be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

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     Section 4.02 Application of Trust Money. Subject to the provisions of the
last paragraph of Section 10.05, all money deposited with the Trustee pursuant
to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

     Section 4.03 Application to a Specific Series of Securities. The Company
may elect to satisfy and discharge its obligations with respect to a specific
series of Securities under the Indenture by complying with the terms of Article
4. If the Company makes such election, (a) the terms of Section 4.01 and 4.02
shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) the Company defaults in the payment of interest on any Security of
that series when such interest becomes due and payable and the default continues
for a period of 30 days; or

          (2) the Company defaults in the payment of the principal of, or
premium, if any, on any Security of that series when the same becomes due and
payable at Maturity or on redemption or otherwise; or

          (3) the Company fails to deposit any sinking fund payment, for five
days after it becomes due by the terms of a Security of that series; or

          (4) the Company fails to observe or perform in any material respect
any of its other covenants, agreements or warranties in the Securities of that
series or this Indenture (other than a covenant, agreement or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of series of

   43
                                                                              38

Securities other than that series), and the failure to observe or perform
continues for the period and after the notice specified in the last paragraph of
this Section; or

          (5) an event of default, as defined in any mortgage, indenture, or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company (including Securities of another
series) (other than the Securities of such series) (whether such Indebtedness
now exists or shall hereafter be created or incurred) shall occur, which event
of default (i) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness at final maturity after the expiration of the
grace period provided in such Indebtedness on the date of such event of default,
and (ii) results in Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, and such
default in payment is not cured or such acceleration shall not be rescinded or
annulled within 30 days after written notice to the Company from the Trustee or
to the Company and to the Trustee from the Holders of at least twenty-five
percent in aggregate principal amount of the Outstanding Securities of that
series specifying such event of default and requiring the Company to cure such
default in payment or cause such acceleration to be rescinded or annulled and
stating that such notice is a "NOTICE OF DEFAULT" hereunder; provided, however,
that it shall not be an Event of Default if the principal amount of Indebtedness
which is not paid at maturity or the maturity of which is accelerated is equal
to or less than $20,000,000; provided further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of
judgment in favor of the Trustee in a suit pursuant to Section 5.03, such
default shall be remedied or cured by the Company or waived by the holders of
such Indebtedness, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of the
Securities of that series; or

          (6) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law (a) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (b) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (c) consents to or acquiesces in
the institution of bankruptcy or insolvency proceedings against it, (d) applies
for, consents to or acquiesces in the appointment of or taking possession by a
Custodian of it or for all or substantially all of its property, (e) makes a
general assignment for the benefit of its creditors or (f) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

          (7) (i) a court of competent jurisdiction enters a judgment, decree or
order for relief in an involuntary case or proceeding under any Bankruptcy Law
which shall (a) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or any of its
Significant Subsidiaries, (b) appoint a Custodian of the Company or any of its
Significant Subsidiaries or for all or substantially all of its property or (c)
order the winding-up or liquidation of affairs of the Company or any of its
Significant Subsidiaries, and such judgment, decree or order shall remain
unstayed and in effect for a period of

   44
                                                                              39

90 consecutive days; or (ii) any bankruptcy or insolvency petition or
application is filed, or any bankruptcy or insolvency proceeding is commenced,
against the Company or any of its Significant Subsidiaries and such petition,
application or proceeding is not dismissed within 60 days; or (iii) a warrant of
attachment is issued against any material portion of the property of the Company
or any of its Significant Subsidiaries which is not released within 60 days of
service; or

          (8) any other Event of Default provided with respect to Securities of
that series.

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "NOTICE OF DEFAULT." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of

   45
                                                                              40

acceleration, have been cured or waived, (ii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal that has become due otherwise than by such declaration of acceleration
have been paid, (iii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (iv) all payments due to the
Trustee and any predecessor Trustee under Section 6.07 have been made.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

          (1) default is made in the payment of any interest on any Security of
any series when such interest becomes due and payable and such default continues
for a period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
any, on) any Security of any series at the Maturity thereof, or

          (3) default is made in the payment of any sinking or analogous
obligation when the same becomes due by the terms of the Securities of any
series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to secure any other proper remedy.

   46
                                                                              41

     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel) and of the Holders allowed in such judicial proceedings, and

          (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the

   47
                                                                              42

notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

     Second: To the payment of the amounts then due and unpaid for principal of,
and premium, if any, and interest on the Securities of such series in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities of such series for principal, and premium, if any,
and interest, respectively; and

     Third: To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

          (1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

          (2) the Holders of at least twenty-five percent in principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

          (3) such Holder or Holders shall have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such

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Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders of
Securities of the affected series.

     Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
3.07) interest on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

     Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

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          (1) such direction shall not be in conflict with any rule of law or
with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

          (3) subject to Section 6.01, the Trustee need not take any action
which might involve the Trustee in personal liability or be unduly prejudicial
to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

          (1) in respect of the payment of the principal of or premium, if any,
or interest on any Security of such series, or

          (2) in respect of a covenant or other provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
and shall be deemed to have been cured, for every purpose of this Indenture and
the Securities of such series; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

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                                                                              45

                                   ARTICLE 6

                                   THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

     (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

     (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

     (c) None of the provisions of Section 315(d) of the Trust Indenture Act
shall be excluded from this Indenture.

     (d) Every provision of this Indenture which pertains to the Trustee shall
be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.

     Section 6.03 Certain Rights of Trustee. Subject to the provisions of the
Trust Indenture Act:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or

   51
                                                                              46

omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

     (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     (f) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, or the books and records of the
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

     (h) the Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the

   52
                                                                              47

statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

     Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement. The Company agrees:

          (1) to pay to the Trustee from time to time reasonable compensation as
negotiated between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability, damage, claim or expense, including taxes (other than taxes
based upon or determined or measured by the income of the Trustee), incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

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     The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 6.10 Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 310(b) of the Trust
Indenture Act after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months; or

   54
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          (ii) the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

          (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company with respect to
such Securities. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

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     Section 6.11 Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

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     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under the
Trust Indenture Act.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     Section 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating

   57
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Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:
      -----------------------

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                         ---------------------------------------
                                         As Trustee
   58
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                                    By
                                         ---------------------------------------
                                         As Authenticating Agent


                                    By
                                         ---------------------------------------
                                         Authorized Signatory


     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

     (a) semi-annually, not later than 15 days after the Regular Record Date for
each series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities as of such
Regular Record Date (unless the Trustee has such information), or if there is no
Regular Record Date for interest for such series of Securities, semi-annually,
upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Holders.


     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) If three or more Holders (herein referred to as "APPLICANTS") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of

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such application, and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this Indenture
or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its
election, either:

          (i) afford such applicants access to the information preserved at the
time by the Trustee in accordance with Section 7.02(a); or

          (ii) inform such applicants as to the approximate number of Holders
whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     Section 7.03 Reports by Trustee.

     (a) Within 60 days after ______ of each year commencing with the year 200_,
the Trustee shall transmit by mail to all Holders of Securities as provided in

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Section 313(c) of the Trust Indenture Act, a brief report dated as of ______, if
required by and in compliance with Section 313(a) of the Trust Indenture Act.
The Trustee shall also comply with Section 313(b) of the Trust Indenture Act.

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or any inter-dealer quotation system.

     Section 7.04 Reports by Company. The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

          (2) file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations;

          (3) transmit or cause to be transmitted by mail to all Holders, as
their names and addresses appear in the Security Register, (a) as promptly as
reasonably practicable following the furnishing of the same to its stockholders,
the Company's annual report to stockholders, containing certified financial
statements, and any other financial reports which the Company generally
furnishes to its stockholders, and (b) within 30 days after the filing thereof
with the Trustee, such summaries of any other information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission; and

          (4) furnish to the Trustee, on ___________ of each year, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or

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requirement of notice provided under this Indenture. Such certificate need not
comply with Section 1.02.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

          (1) either the Company shall be the continuing Person or the Person
(if other than the Company) formed by such consolidation or with which or into
which the Company is merged or the Person (or group of affiliated Persons) to
which all or substantially all the properties and assets of the Company as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture; and

          (2) immediately after giving effect to such transaction or series of
related transactions, no Event of Default, and no Default, shall have occurred
and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation or other
entity or any conveyance, transfer or lease all or substantially all of the
property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the

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successor corporation or entity or affiliated group of corporations or entities
to which such lease, sale, assignment or transfer is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation or
corporations or entity or entities had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor corporation or
corporations or entity or entities shall be relieved of all obligations and
covenants under this Indenture and the Securities and in the event of such
conveyance or transfer, except in the case of a lease, any such predecessor
corporation may be dissolved and liquidated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default with respect to all or any
series of Securities; or

          (4) to add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons; or

          (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

          (6) to secure the Securities; or

          (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

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          (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

          (9) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein; or

          (10) to make any change that does not materially adversely affect the
interests of the Holders of Securities of any series then Outstanding; or

          (11) to add Guarantees with respect to any or all of the Securities;
or

          (12) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or premium, if
any, or any installment of principal of or premium, if any, or interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon
or any premium payable upon the redemption, repurchase or repayment thereof, or
change the manner in which the amount of any principal thereof or premium, if
any, or interest thereon is determined, or reduce the amount of the principal of
any Original Issue

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Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency or currency unit in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date);

          (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or Defaults or
Events of Default hereunder and their consequences provided for in this
Indenture; or

          (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture

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for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE 10

                                    COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

     (a) The Company shall deliver to the Trustee within 90 days after the end
of each fiscal year of the Company (which fiscal year currently ends on February
28 (29)), an Officers' Certificate stating whether or not the signer knows of
any Default or

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Event of Default by the Company that occurred prior to the end of the fiscal
year and is then continuing. If the signer does know of such a Default or Event
of Default, the certificate shall describe each such Default or Event of Default
and its status and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred. The Company
shall also promptly notify the Trustee in writing should the Company's fiscal
year be changed so that the end thereof is on any date other than the date on
which the Company's fiscal year currently ends. The certificate need not comply
with Section 1.02 hereof, but shall comply with Section 314(a)(4) of the Trust
Indenture Act.

     (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

     (c) The Company shall deliver to the Trustee forthwith upon becoming aware
of a Default or Event of Default (but in no event later than 10 days after the
occurrence of each Default or Event of Default that is continuing), an Officers'
Certificate setting forth the details of such Default or Event of Default and
the action that the Company proposes to take with respect thereto and the
specific section or sections of this Indenture in connection with which such
Default or Event of Default has occurred.

     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such

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sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure to so act.

     The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest on the Securities of that series;
and

          (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

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     Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

     Section 11.01 Applicability of Article. Securities of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.

     Section 11.02 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

     Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

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     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed;

          (4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date;

          (5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

          (6) that the redemption is for a sinking fund, if such is the case;
and

          (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

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     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of

   71
                                                                              66

any sinking fund payment may be subject to reduction as provided in Section
12.02. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding

   72
                                                                              67

Securities of such series upon compliance with the applicable conditions set
forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in this Indenture and
any applicable supplemental indenture (except its obligations under Sections
3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05),
whether directly or indirectly by reason of any reference elsewhere herein or by
reason of any reference to any other provision herein or in any other document,
and such omission to comply shall not constitute an Event of Default under
Section 5.01(4) or any such supplemental indenture with respect to Outstanding
Securities of such series, and the remainder of this Indenture and of the
Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

   73
                                                                              68

          (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
applicable to it), under the terms of an irrevocable trust agreement in form and
substance reasonably satisfactory to such Trustee, as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding Securities
of such series on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.

          (2) No Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit.

          (3) Such deposit, defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any other material
debt agreement or instrument to which the Company is a party or by which it is
bound.

          (4) In the case of an election with respect to Section 13.02, the
Company shall have delivered to the Trustee either (a) a ruling directed to the
Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred or (B) an Opinion of Counsel, based on such ruling or on a change in
the applicable federal income tax law since the date of this Indenture, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.

   74
                                                                              69

          (5) In the case of an election with respect to Section 13.03, the
Company shall have delivered to the Trustee an Opinion of Counsel or a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

          (6) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

          (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any

   75
                                                                              70

court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the obligations under this Indenture and such Securities
from which the Company has been discharged or released pursuant to Section 13.02
or 13.03 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the
Trustee or Paying Agent is permitted to apply all money or U.S. Government
Obligations, as the case may be, held in trust pursuant to Section 13.05 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or interest
on any such Security following such reinstatement of its obligations, the
Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money or U.S. Government
Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                   GUARANTEES

     Section 14.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

   76
                                                                              71

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                             EMMIS OPERATING COMPANY


                                             By:
                                                    ---------------------------
                                             Name:
                                                    ---------------------------
                                             Title:
                                                    ---------------------------


Attest:

- -------------------------------------
Name:
       ------------------------------
Title:
       ------------------------------



                                             THE BANK OF NOVA SCOTIA TRUST
                                             COMPANY OF NEW YORK
                                             as Trustee


                                             By:
                                                    ---------------------------
                                             Name:
                                                    ---------------------------
                                             Title:
                                                    ---------------------------

Attest:

- -------------------------------------
Name:
       ------------------------------
Title:
       ------------------------------





                                             [GUARANTOR]


                                             By:
                                                    ---------------------------
                                             Name:
                                                    ---------------------------
                                             Title:
                                                    ---------------------------

Attest:
       ------------------------------
Name:
       ------------------------------
Title:
       ------------------------------

EX-4.4

   1
                                                                     EXHIBIT 4.4











================================================================================


                             EMMIS OPERATING COMPANY


                                       AND


                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

                                     TRUSTEE


                        --------------------------------


                       FORM OF SUBORDINATED DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_









================================================================================



   2




                             EMMIS OPERATING COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_

            TRUST INDENTURE ACT SECTION         INDENTURE SECTION
                   310(a)(1)                          6 09
                      (a)(2)                          6.09
                      (a)(3)                          Not Applicable
                      (a)(4)                          Not Applicable
                         (b)                          6.08, 6.10
                      311(a)                          6.13
                         (b)                          6.13
                      (b)(2)                          7.03(a), 7.03(b)
                      312(a)                          7.01, 7.02(a)
                         (b)                          7.02(b)
                         (c)                          7.02(c)
                      313(a)                          7.03(a)
                         (b)                          7.03(a)
                         (c)                          7.03(a), 7.03(b)
                         (d)                          7.03(b)
                      314(a)                          7.04
                         (b)                          Not Applicable
                      (c)(1)                          1.02
                      (c)(2)                          1.02
                      (c)(3)                          Not Applicable
                         (d)                          Not Applicable
                         (e)                          1.02
                      315(a)                          6.01(a)
                         (b)                          6.02, 7.03(a)
                         (c)                          6.01(b)
                         (d)                          6.01(c)
                      (d)(1)                          6.01(a), 6.01(c)
                      (d)(2)                          6.01(c)
                      (d)(3)                          6.01(c)
                         (e)                          5.14
                316(a)(1)(A)                          5.12
                   (a)(1)(B)                          5.02, 5.13
                      (a)(2)                          Not Applicable
                         (b)                          5.08
                         (c)                          1.04(e)
                   317(a)(1)                          5.03
                      (a)(2)                          5.04
                         (b)                          10.05
                      318(a)                          1.07





                                       i
   3

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE 1 Definitions and Other Provisions of General Application..............1

     Section 1.01     Definitions..............................................1
     Section 1.02     Compliance Certificates and Opinions.....................9
     Section 1.03     Form of Documents Delivered to Trustee...................9
     Section 1.04     Acts of Holders.........................................10
     Section 1.05     Notices, Etc., to Trustee and Company...................12
     Section 1.06     Notice to Holders; Waiver...............................12
     Section 1.07     Conflict with Trust Indenture Act.......................13
     Section 1.08     Effect of Headings and Table of Contents................13
     Section 1.09     Successors and Assigns..................................13
     Section 1.10     Separability Clause.....................................13
     Section 1.11     Benefits of Indenture...................................13
     Section 1.12     Governing Law...........................................13
     Section 1.13     Legal Holidays..........................................13
     Section 1.14     No Recourse Against Others..............................14
     Section 1.15     Judgment Currency.......................................14
     Section 1.16     Counterparts............................................14

ARTICLE 2 Security Forms......................................................14

     Section 2.01     Forms Generally.........................................14
     Section 2.02     Form of Face of Security................................15
     Section 2.03     Form of Reverse of Security.............................17
     Section 2.04     Form of Trustee's Certificate of Authentication.........24
     Section 2.05     Securities in Global Form...............................24
     Section 2.06     Form of Legend for the Securities in Global Form........25

ARTICLE 3 The Securities......................................................25

     Section 3.01     Amount Unlimited; Issuable in Series....................25
     Section 3.02     Denominations...........................................28
     Section 3.03     Execution, Authentication, Delivery and Dating..........28
     Section 3.04     Temporary Securities....................................30
     Section 3.05     Registration, Registration of Transfer and Exchange.....31
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities........33
     Section 3.07     Payment of Interest; Interest Rights Preserved..........34
     Section 3.08     Persons Deemed Owners...................................35
     Section 3.09     Cancellation............................................36
     Section 3.10     Computation of Interest.................................36
     Section 3.11     CUSIP Number............................................36
     Section 3.12     Wire Transfers..........................................36


                                       ii
   4
                                                                            Page
                                                                            ----
ARTICLE 4 Satisfaction and Discharge..........................................37

     Section 4.01     Satisfaction and Discharge of Indenture.................37
     Section 4.02     Application of Trust Money..............................38
     Section 4.03     Application to a Specific Series of Securities..........38

ARTICLE 5 Remedies............................................................38

     Section 5.01     Events of Default.......................................38
     Section 5.02     Acceleration of Maturity; Rescission and Annulment......40
     Section 5.03     Collection of Indebtedness and Suits for
                      Enforcement by Trustee..................................41
     Section 5.04     Trustee May File Proofs of Claim........................42
     Section 5.05     Trustee May Enforce Claims Without Possession
                      of Securities...........................................42
     Section 5.06     Application of Money Collected..........................43
     Section 5.07     Limitation on Suits.....................................43
     Section 5.08     Unconditional Right of Holders to Receive
                      Principal, Premium and
                      Interest................................................44
     Section 5.09     Restoration of Rights and Remedies......................44
     Section 5.10     Rights and Remedies Cumulative..........................44
     Section 5.11     Delay or Omission Not Waiver............................44
     Section 5.12     Control by Holders......................................45
     Section 5.13     Waiver of Past Defaults.................................45
     Section 5.14     Undertaking for Costs...................................45

ARTICLE 6 The Trustee.........................................................46

     Section 6.01     Certain Duties and Responsibilities of the Trustee......46
     Section 6.02     Notice of Defaults......................................46
     Section 6.03     Certain Rights of Trustee...............................46
     Section 6.04     Not Responsible for Recitals or
                      Issuance of Securities..................................47
     Section 6.05     May Hold Securities.....................................48
     Section 6.06     Money Held in Trust.....................................48
     Section 6.07     Compensation and Reimbursement..........................48
     Section 6.08     Disqualification; Conflicting Interests.................49
     Section 6.09     Corporate Trustee Required; Eligibility.................49
     Section 6.10     Resignation and Removal; Appointment of Successor.......49
     Section 6.11     Acceptance of Appointment by Successor..................51
     Section 6.12     Merger, Conversion, Consolidation or
                      Succession to Business..................................52
     Section 6.13     Preferential Collection of Claims Against Company.......52
     Section 6.14     Appointment of Authenticating Agent.....................52
     Section 6.15     Compliance with Tax Laws................................54


                                       iii
   5
                                                                            Page
                                                                            ----
ARTICLE 7 Holders' Lists and Reports by Trustee and Company...................54

     Section 7.01     Company to Furnish Trustee Names
                      and Addresses of Holders................................54
     Section 7.02     Preservation of Information;
                      Communications to Holders...............................54
     Section 7.03     Reports by Trustee......................................56
     Section 7.04     Reports by Company......................................56

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer......................57

     Section 8.01     When Company May Merge, Etc.............................57
     Section 8.02     Opinion of Counsel......................................57
     Section 8.03     Successor Corporation Substituted.......................57

ARTICLE 9 Supplemental Indentures.............................................58

     Section 9.01     Supplemental Indentures Without Consent of Holders......58
     Section 9.02     Supplemental Indentures with Consent of Holders.........59
     Section 9.03     Execution of Supplemental Indentures....................60
     Section 9.04     Effect of Supplemental Indentures.......................61
     Section 9.05     Conformity with Trust Indenture Act.....................61
     Section 9.06     Reference in Securities to Supplemental Indentures......61
     Section 9.07     Subordination Unimpaired................................61

ARTICLE 10 Covenants..........................................................61

     Section 10.01    Payments of Securities..................................61
     Section 10.02    Maintenance of Office or Agency.........................61
     Section 10.03    Compliance Certificates.................................62
     Section 10.04    Waiver of Stay, Extension or Usury Laws.................62
     Section 10.05    Money for Securities Payments to Be Held in Trust.......62
     Section 10.06    Waiver of Certain Covenants.............................64

ARTICLE 11 Redemption of Securities...........................................64

     Section 11.01    Applicability of Article................................64
     Section 11.02    Election to Redeem; Notice to Trustee...................64
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.......64
     Section 11.04    Notice of Redemption....................................65
     Section 11.05    Deposit of Redemption Price.............................66
     Section 11.06    Securities Payable on Redemption Date...................66
     Section 11.07    Securities Redeemed in Part.............................66

ARTICLE 12 Sinking Funds......................................................67

     Section 12.01    Applicability of Article................................67
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities...67
     Section 12.03    Redemption of Securities for Sinking Fund...............67


                                       iv
   6
                                                                            Page
                                                                            ----
ARTICLE 13 Defeasance and Covenant Defeasance.................................68

     Section 13.01    Applicability of Article; Company's Option to
                      Effect Defeasance or Covenant Defeasance................68
     Section 13.02    Defeasance and Discharge................................68
     Section 13.03    Covenant Defeasance.....................................68
     Section 13.04    Conditions to Defeasance or Covenant Defeasance.........69
     Section 13.05    Deposited Money and Government Obligations
                      To Be Held in Trust.....................................70
     Section 13.06    Reinstatement...........................................71

ARTICLE 14 Subordination......................................................71

     Section 14.01    Securities Subordinated to Senior Debt..................71
     Section 14.02    Payment over of Proceeds upon Dissolution, Etc..........71
     Section 14.03    No Payment When Senior Debt in Default..................73
     Section 14.04    Payment Permitted If No Default.........................73
     Section 14.05    Subrogation to Rights of Holders of Senior Debt.........73
     Section 14.06    Provisions Solely to Define Relative Rights.............74
     Section 14.07    Trustee to Effectuate Subordination.....................74
     Section 14.08    No Waiver of Subordination Provisions...................74
     Section 14.09    Notice to Trustee.......................................75
     Section 14.10    Reliance on Judicial Order or Certificate
                      of Liquidating Agent....................................75
     Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt........76
     Section 14.12    Rights of Trustee as Holder of Senior Debt;
                      Preservation of Trustee's Rights........................76
     Section 14.13    Article Applicable to Paying Agents.....................76

ARTICLE 15 Guarantees.........................................................76

     Section 15.01    Guarantee...............................................76


                                       v
   7

     INDENTURE, dated as of ________________, 200_, between EMMIS OPERATING
COMPANY, an Indiana corporation (herein called the "COMPANY"), the GUARANTORS
listed on Schedule 1 hereto (herein called the "GUARANTORS") and THE BANK OF
NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, as Trustee
(herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (4) the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

          (5) the words "HEREIN," "HEREOF " and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.


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     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

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     "COMPANY" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation or other entity shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at The Bank of Nova Scotia Trust
Company of New York, One Liberty Plaza, New York, NY 10006; Attn: Corporate
Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

     "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.


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     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

     "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
hereunder.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "MATURITY," when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "NEW YORK BANKING DAY" has the meaning specified in Section 1.15.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.


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     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     "OUTSTANDING," when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

          (i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (ii) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (iii) Securities which have been paid as provided herein or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; and

          (iv) Securities which have been defeased pursuant to Section 13.02;

     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,


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demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "PLACE OF PAYMENT," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "PROCEEDING" has the meaning specified in Section 14.02.

     "REDEMPTION DATE," when used with respect to any Security of any series to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "REDEMPTION PRICE," when used with respect to any Security of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with


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respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "SECURITIES" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "SECURITIES PAYMENT" has the meaning specified in Section 14.02.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SENIOR DEBT" means the principal of and premium, if any and interest on
the following, whether outstanding at the date of execution of this Indenture or
thereafter incurred or created:

          (a) indebtedness of a Person for money borrowed, or evidenced by a
note or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities,

          (b) indebtedness of a Person to banks or financial institutions
evidenced by notes or other written obligations,

          (c) indebtedness of a Person evidenced by notes, debentures, bonds or
other securities issued under the provisions of an indenture or similar
instrument,

          (d) indebtedness of others of the kinds described in the preceding
clauses (a), (b) and (c) that such Person has assumed, guaranteed or otherwise
assured the payment thereof, directly or indirectly, and

          (e) deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not
there is any notice to or consent of the holders of Securities; except (i)
indebtedness and advances among the Company and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.


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     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "SUBSIDIARY" means, with respect to any Person:

          (1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

          (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended, as
in force at the date as of which this Indenture was executed; provided, however,
that in the event that such Act is amended after such date, "Trust Indenture
Act" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.


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     "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 Compliance Certificates and Opinions. Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

          (d) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless


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such Officer actually knows that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel actually knows that the certificate or opinion or
representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

     Section 1.04 Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

          (c) The ownership of Registered Securities shall be proved by the
Security Register.


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          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

          (f) The Trustee shall set a record date, which shall not be more than
15 days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding


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Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's reasonable expense, shall cause notice of such record date and the
proposed action by Holders to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing and
mailed first-class postage prepaid, to or with the Trustee at The Bank of Nova
Scotia Trust Company of New York, One Liberty Plaza, 23rd Floor, New York, New
York 10006, Attention: Corporate Trust Administration; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at Emmis Operating Company, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

     Where this Indenture or any Security provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers


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of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 1.09 Successors and Assigns. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

     Section 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities 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.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Holders and to the extent
specifically set forth herein the holders of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is


   20
                                                                              14

made on such next succeeding Business Day or otherday set out in such Officers'
Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "NEW YORK BANKING
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 2

                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,


   21
                                                                              15

substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the Officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

     Section 2.02 Form of Face of Security.



                             EMMIS OPERATING COMPANY

                             .......................

No. _______       [$]________

     Emmis Operating Company, a corporation duly organized and existing under
the laws of Indiana (herein called the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of _______________ [Dollars] on _______________ [if the Security
is to bear interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such


   22
                                                                              16

Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     [If the Securities are floating or adjustable rate securities with respect
to which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its


   23
                                                                              17

normal procedures. Payments of interest with respect to such certificated
Securities other than at Maturity may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                                     EMMIS OPERATING COMPANY


                                                     By:
                                                        ------------------------

Attest:

                                                     [SEAL]
- -------------------------
                                                     200_

     Section 2.03 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $__________].

     [-- The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by first class mail, [if applicable,
insert-- (1) on __________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at a Redemption Price


   24
                                                                              18

equal to 100% of the principal amount, and (2)] at any time [on or after
__________, _____], as a whole or in part, at the election of the Company, at
the following Redemption Prices (expressed as percentages of the principal
amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                               REDEMPTION
                         YEAR                     PRICE
               --------------------------------------------------



     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [if applicable, insert--
(whether through operation of the sinking fund or otherwise)] with accrued and
unpaid interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,


   25
                                                                              19

        REDEMPTION PRICE           REDEMPTION PRICE FOR
         FOR REDEMPTION            REDEMPTION OTHERWISE
        THROUGH OPERATION              THAN THROUGH
             OF THE                  OPERATION OF THE
          SINKING FUND                 SINKING FUND              YEAR
- --------------------------------------------------------------------------------


     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on __________
in each year beginning with the year _____ and ending with the year _____ of
[not less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally


   26
                                                                              20

enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     [This Security is subject to subordination as provided in the Indenture [if
applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series


   27
                                                                              21

are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness


   28
                                                                              22

or accuracy of such numbers as printed on the Securities of this series and
reliance may be placed only on the other identification numbers printed hereon.]

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


   29
                                                                              23

                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

         ---------------------------------------------
         (Insert assignee's social security or tax I.D. number)

         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         (Print or type assignee's name, address and zip code)

     and irrevocably appoint ___________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Dated: __________          Your Signature: _____________________________________
                           (Sign exactly as your name appears on the other side
                           of this Security)

                           Signature Guaranty: _________________________________
                           [Signatures must be guaranteed by
                           an "eligible guarantor institution" meeting the
                           requirements of the Transfer Agent, which
                           requirements will include membership or participation
                           in STAMP or such other "signature guarantee program"
                           as may be determined by the Transfer Agent in
                           addition to, or in substitution for, STAMP, all in
                           accordance with the Exchange Act.]

                           Social Security Number or
                           Taxpayer Identification Number:

                           -----------------------------------------------------
   30
                                                                              24

     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:_______________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                        ____________________________________
                                        As Trustee


                                        By _________________________________
                                           Authorized Signatory


     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

   31
                                                                              25


     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY."

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

          (1) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

          (2) the purchase price, denomination and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07);

          (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method of determination
thereof;

   32
                                                                              26


          (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method of calculating such rate or rates of interest,
the date or dates from which such interest shall accrue or the method by which
such date or dates shall be determined, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date, if any, for the
interest payable on any Interest Payment Date;

          (5) the place or places where the principal of, premium, if any, and
interest, if any, on Securities of the series shall be payable;

          (6) the place or places where the Securities may be exchanged or
transferred;

          (7) the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

          (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series in whole or in part pursuant to any sinking fund or
analogous provisions or upon the happening of a specified event or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the other terms and conditions upon which Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

          (9) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

          (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

          (11) if the payments of principal of, premium, if any, or interest on
the Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

          (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with

   33
                                                                              27


reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

          (13) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or
the method by which such portion shall be determined;

          (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

          (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series) and any
modification to either such section as it relates to such series of Securities;

          (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

          (17) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.06 which shall
be borne by such global Security, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

          (18) if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Company or
of other entities or other property (or the cash value thereof), the specific
terms of and period during which such conversion or exchange may be made;

          (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;

          (20) any provisions for the satisfaction and discharge of the
Securities of the series, including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

          (21) any addition to or change in the covenants set forth in Article
10 which applies to Securities of the series;

   34
                                                                              28


          (22) the subordination of the Securities of such series to other
Indebtedness of the Company, including without limitation, the Securities of any
other series; and

          (23) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

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                                                                              29


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

          (a) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.01, that such terms have
been established in conformity with the provisions of this Indenture; and

          (b) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that

   36
                                                                              30


(i) shall be in an aggregate amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or its nominee, and
(iii) shall be made available for delivery by the Trustee to such Depositary or
pursuant to such Depositary's instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

     No Security shall be entitled to any benefits under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive

   37
                                                                              31


Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a like principal amount of definitive Securities of the same series of
authorized denominations and of like tenor. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

     Section 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

     Each Security issued in global form authenticated under this Indenture
shall be registered in the name of the Depositary designated for such series or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Security issued in global form shall
constitute a single Security for all purposes of this Indenture.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or

   38
                                                                              32


another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to each Person specified by such Depositary a new certified
Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

          (ii) to such Depositary a new Security in global form of like tenor in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee.

   39
                                                                              33


Securities issued in exchange for a Security in global form pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Security in global form, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Persons in whose names
such Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

   40
                                                                              34


     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of

   41
                                                                              35


Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment (which shall be not less than 25 days after the
receipt by the Trustee of such notice, unless such Trustee shall consent to an
earlier date), and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements reasonably satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the reasonable
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this Clause
(2), such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial

   42
                                                                              36


ownership interest. Notwithstanding the foregoing, with respect to any Security
in global form, nothing herein shall prevent the Company or the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such Depositary and owners of beneficial interests in such Security
in global form, the operation of customary practices governing the exercise of
the right of such Depositary (or its nominee) as holder of such Security in
global form.

     Section 3.09 Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.

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                                                                              37

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (1) either (a) all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.05) have been delivered to the
Trustee for cancellation; or (b) all such Securities not theretofore delivered
to the Trustee for cancellation (i) have become due and payable, or (ii) will
become due and payable at their Stated Maturity within one year, or (iii) are to
be called for redemption within one year under arrangements reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company;

          (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have
been complied with; and

          (4) no event or condition shall exist on the date of such deposit
that, pursuant to the provisions of Section 14.02 or 14.03, would prevent the
Company from making payments of the principal of or interest on the Securities
of such series on the date of such deposit.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been

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deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

          Section 4.02 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

          Section 4.03 Application to a Specific Series of Securities. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "Event of Default,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of Article 14
hereof or by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

          (1) the Company defaults in the payment of interest on any Security of
that series when such interest becomes due and payable and the default continues
for a period of 30 days; or

          (2) the Company defaults in the payment of the principal of, or
premium, if any, on any Security of that series when the same becomes due and
payable at Maturity or on redemption or otherwise; or

          (3) the Company fails to deposit any sinking fund payment, for five
days after it becomes due by the terms of a Security of that series; or
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                                                                              39


          (4) the Company fails to observe or perform in any material respect
any of its other covenants, agreements or warranties in the Securities of that
series or this Indenture (other than a covenant, agreement or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and the failure to
observe or perform continues for the period and after the notice specified in
the last paragraph of this Section; or

          (5) an event of default, as defined in any mortgage, indenture, or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company (including Securities of another
series) (other than the Securities of such series) (whether such Indebtedness
now exists or shall hereafter be created or incurred) shall occur, which event
of default (i) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness at final maturity after the expiration of the
grace period provided in such Indebtedness on the date of such event of default,
and (ii) results in Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, and such
default in payment is not cured or such acceleration shall not be rescinded or
annulled within 30 days after written notice to the Company from the Trustee or
to the Company and to the Trustee from the Holders of at least twenty-five
percent in aggregate principal amount of the Outstanding Securities of that
series specifying such event of default and requiring the Company to cure such
default in payment or cause such acceleration to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder; provided, however,
that it shall not be an Event of Default if the principal amount of Indebtedness
which is not paid at maturity or the maturity of which is accelerated is equal
to or less than $20,000,000; provided further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of
judgment in favor of the Trustee in a suit pursuant to Section 5.03, such
default shall be remedied or cured by the Company or waived by the holders of
such Indebtedness, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of the
Securities of that series; or

          (6) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law (a) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (b) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (c) consents to or acquiesces in
the institution of bankruptcy or insolvency proceedings against it, (d) applies
for, consents to or acquiesces in the appointment of or taking possession by a
Custodian of it or for all or substantially all of its property, (e) makes a
general assignment for the benefit of its creditors or (f) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

          (7) (i) a court of competent jurisdiction enters a judgment, decree or
order for relief in an involuntary case or proceeding under any Bankruptcy Law
which shall (a) approve as properly filed a petition seeking



   46
                                                                              40


reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

          (8) any other Event of Default provided with respect to Securities of
that series.

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of


   47
                                                                              41


the money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series by notice to the Trustee may rescind an acceleration
and its consequences if (i) all existing Events of Default, other than the
nonpayment of the principal of and interest on the Securities of that series
that has become due solely by such declaration of acceleration, have been cured
or waived, (ii) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal that has become due
otherwise than by such declaration of acceleration have been paid, (iii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

          (1) default is made in the payment of any interest on any Security of
any series when such interest becomes due and payable and such default continues
for a period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
any, on) any Security of any series at the Maturity thereof, or

          (3) default is made in the payment of any sinking or analogous
obligation when the same becomes due by the terms of the Securities of any
series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial



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proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
secure any other proper remedy.

     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel) and of the Holders allowed in such judicial proceedings, and

          (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.


   49
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     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

     Second: To the payment of the amounts then due and unpaid for principal of,
and premium, if any, and interest on the Securities of such series in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities of such series for principal, and premium, if any,
and interest, respectively; and

     Third: To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. No Holder of any Security of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

          (1) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

          (2) the Holders of at least twenty-five percent in principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

          (3) such Holder or Holders shall have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
to the Trustee during such 60-day period by the Holders of a


   50
                                                                              44


majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

     Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture but subject
to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

     Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has been
instituted.

     Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.
   51
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     Section 5.12 Control by Holders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

          (1) such direction shall not be in conflict with any rule of law or
with this Indenture;

          (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; and

          (3) subject to Section 6.01, the Trustee need not take any action
which might involve the Trustee in personal liability or be unduly prejudicial
to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

          (1) in respect of the payment of the principal of or premium, if any,
or interest on any Security of such series, or

          (2) in respect of a covenant or other provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

     Upon any such waiver, such Default or Event of Default shall cease to exist
and shall be deemed to have been cured, for every purpose of this Indenture and
the Securities of such series; but no such waiver shall extend to any subsequent
or other Default or Event of Default or impair any right consequent thereon.

     Section 5.14 Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or


   52
                                                                              46


interest on any Security on or after the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).

                                   ARTICLE 6

                                  THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

          (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

          (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

          (c) None of the provisions of Section 315(d) of the Trust Indenture
Act shall be excluded from this Indenture.

          (d) Every provision of this Indenture which pertains to the Trustee
shall be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.

     Section 6.03 Certain Rights of Trustee. Subject to the provisions of the
Trust Indenture Act:

          (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

          (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any



   53
                                                                              47


resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

          (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

          (f) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, or the books and records of the
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

          (h) the Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication,


   54
                                                                              48


shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

     Section 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement. The Company agrees:

          (1) to pay to the Trustee from time to time reasonable compensation as
negotiated between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability, damage, claim or expense, including taxes (other than taxes
based upon or determined or measured by the income of the Trustee), incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses


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                                                                              49


(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 6.10 Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

          (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.


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                                                                              50


          (d) If at any time:

               (i) the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at least six months; or

               (ii) the Trustee shall cease to be eligible under Section 6.09
and shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

               (iii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each


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                                                                              51


appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

          Section 6.11 Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.
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          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under the Trust Indenture Act.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     Section 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then


   59
                                                                              53


for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:     ____________________

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.



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                                                    ----------------------------
                                                    As Trustee


                                                    By
                                                      --------------------------
                                                      Authorized Signatory


                                                    By
                                                      --------------------------
                                                      As Authenticating Agent


     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not later than 15 days after the Regular Record
Date for each series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities as
of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

          (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Holders.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.


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          (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, at its election, either:

               (i) afford such applicants access to the information preserved at
the time by the Trustee in accordance with Section 7.02(a); or

               (ii) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).
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     Section 7.03 Reports by Trustee.

          (a) Within 60 days after ______ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of ______, if required by and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

          (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or inter-dealer quotation system.

     Section 7.04 Reports by Company. The Company shall:

          (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

          (2) file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations;

          (3) transmit or cause to be transmitted by mail to all Holders, as
their names and addresses appear in the Security Register, (a) as promptly as
reasonably practicable following the furnishing of the same to its stockholders,
the Company's annual report to stockholders, containing certified financial
statements, and any other financial reports which the Company generally
furnishes to its stockholders, and (b) within 30 days after the filing thereof
with the Trustee, such summaries of any other information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission; and

          (4) furnish to the Trustee, on ___________ of each year, a brief
certificate from the principal executive officer, principal financial


   63
                                                                              57


officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

          (1) either the Company shall be the continuing Person or the Person
(if other than the Company) formed by such consolidation or with which or into
which the Company is merged or the Person (or group of affiliated Persons) to
which all or substantially all the properties and assets of the Company as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or any State thereof or the District of Columbia and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture; and

          (2) immediately after giving effect to such transaction or series of
related transactions, no Event of Default, and no Default, shall have occurred
and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation


   64
                                                                              58


or other entity or any conveyance, transfer or lease all or substantially all of
the property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the successor corporation or entity or affiliated group
of corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably satisfactory to
the Trustee, for any of the following purposes:

          (1) to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default with respect to all or any
series of Securities; or

          (4) to add or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons; or

          (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

          (6) to secure the Securities; or


   65
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          (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

          (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

          (9) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein; or

          (10) to make any change that does not materially adversely affect the
interests of the Holders of Securities of any series then Outstanding; or

          (11) to add Guarantees with respect to any or all of the Securities;
or

          (12) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or premium, if
any, or any installment of principal of or premium, if any, or interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon


   66
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or any premium payable upon the redemption, repurchase or repayment thereof, or
change the manner in which the amount of any principal thereof or premium, if
any, or interest thereon is determined, or reduce the amount of the principal of
any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or
change any Place of Payment where, or the coin or currency or currency unit in
which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);

          (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver of compliance with certain provisions of this Indenture or Defaults or
Events of Default hereunder and their consequences provided for in this
Indenture; or

          (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
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     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

     Section 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     Section 9.07 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Debt then outstanding that would be adversely
affected thereby.

                                   ARTICLE 10

                                    COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will


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give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

          (a) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
February 28 (29)), an Officers' Certificate stating whether or not the signer
knows of any Default or Event of Default by the Company that occurred prior to
the end of the fiscal year and is then continuing. If the signer does know of
such a Default or Event of Default, the certificate shall describe each such
Default or Event of Default and its status and the specific section or sections
of this Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

          (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

          (c) The Company shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officers' Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred.

     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit


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of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

     The Company will cause each Paying Agent for any series of Securities
(other than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

          (1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest on the Securities of that series;
and

          (3) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such



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trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee of such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

          Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

          Section 11.01 Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
3.01 for Securities of any series) in accordance with this Article.

          Section 11.02 Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

          Section 11.03 Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal


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national securities exchange, if any, on which such Securities are listed, and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series; provided that in case the Securities of such series have different
terms and maturities, the Securities to be redeemed shall be selected by the
Company and the Company shall give notice thereof to the Trustee.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed;

          (4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date;

          (5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

          (6) that the redemption is for a sinking fund, if such is the case;
and

          (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
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     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular or Special Record Dates according to their
terms and the provisions of Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.



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                                   ARTICLE 12

                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

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                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no

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liability in respect of any term, condition or limitation set forth in this
Indenture and any applicable supplemental indenture (except its obligations
under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04
and 10.05), whether directly or indirectly by reason of any reference elsewhere
herein or by reason of any reference to any other provision herein or in any
other document, and such omission to comply shall not constitute an Event of
Default under Section 5.01(4) or any such supplemental indenture with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

          (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
applicable to it), under the terms of an irrevocable trust agreement in form and
substance reasonably satisfactory to such Trustee, as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding Securities
of such series on the Stated Maturity of such principal or installment of
principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities.

          (2) No Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit.

          (3) Such deposit, defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any other material
debt agreement or instrument to which the Company is a party or by which it is
bound.

          (4) In the case of an election with respect to Section 13.02, the
Company shall have delivered to the Trustee either (a) a ruling

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directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

          (5) the case of an election with respect to Section 13.03, the Company
shall have delivered to the Trustee an Opinion of Counsel or a ruling directed
to the Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

          (6) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

          (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other

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than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

     Section 14.01 Securities Subordinated to Senior Debt. Except as otherwise
specified or contemplated by Section 3.01 or the other provisions of this
Agreement, the Company covenants and agrees, and each holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

     Section 14.02 Payment over of Proceeds upon Dissolution, Etc. In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors or to its assets, or (b)
any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit

   78
                                                                              72

of creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event,
if any, a "PROCEEDING") the holders of Senior Debt shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities,
on account of principal of or premium, if any, or interest on the Securities or
on account of any purchase or other acquisition of Securities by the Company, or
any Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "SECURITIES
PAYMENT"), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known to the Trustee or, as the case
may be, such holder, then and in such event such Securities Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer, sale or lease of all or
substantially all of its properties and assets to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer, sale or lease such properties and assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer, sale or lease
comply with the conditions set forth in Article 8.

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                                                                              73

     Section 14.03 No Payment When Senior Debt in Default. In the event that any
series of Securities are declared due and payable before their maturity, then
and in such event the holders of the Senior Debt outstanding at the time such
series of Securities so become due and payable shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of such Senior
Debt, before the holders of the Securities of such series are entitled to
receive any Securities Payment.

     In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 14.02 would be applicable.

     Section 14.04 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Securities Payments or the retention of
such Securities Payment by the holders, if at the time of such application by
the Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

     Section 14.05 Subrogation to Rights of Holders of Senior Debt. Subject to
the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and premium, if any, and
interest on the Securities shall be paid in full. For

   80
                                                                              74

purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt and the
holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

     Section 14.06 Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the holders on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Debt and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the holders of the Securities the principal of and premium,
if any, and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such holder.

     Section 14.07 Trustee to Effectuate Subordination. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     Section 14.08 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Securities, without
incurring responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing

   81
                                                                              75

the same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

     Section 14.09 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee therefor or representative thereof; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
one full Business Day prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within one full Business Day
prior to such date.

     Subject to the provisions of Section 6.01, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor or representative thereof)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the rights of such Person to receive such payment.

     Section 14.10 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of Securities, for the purpose of ascertaining the Persons entitled

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to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. The Trustee shall not be
charged with knowledge of the existence of Senior Debt or of any facts that
would prohibit any payment hereunder unless a Responsible Officer of the Trustee
shall have received notice to that effect at the address of the Trustee set
forth in Section 1.05. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

     Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     Section 14.13 Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "TRUSTEE" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 14.09 and 14.12 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

     Section 15.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

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                                                                              77

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                              EMMIS OPERATING COMPANY

                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------


       Attest:

       ------------------------------

Name:
       ------------------------------

Title:
       ------------------------------

                                              THE BANK OF NOVA SCOTIA TRUST
                                              COMPANY OF NEW YORK
                                              as Trustee

                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------

       Attest:

       ------------------------------

Name:
       ------------------------------

Title:
       ------------------------------

   84
                                                                              78

                                              [GUARANTOR]


                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------

Attest:
       ------------------------------
Name:
       ------------------------------
Title:
       ------------------------------

EX-5.1

   1
                                                                     EXHIBIT 5.1

              [PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]



                                  June 21, 2001



Emmis Communications Corporation
Emmis Operating Company
One Emmis Plaza, 7th Floor
40 Monument Circle
Indianapolis, Indiana  46204

                       Registration Statement on Form S-3
                           Registration No. 333-62172

Ladies and Gentlemen:

     In connection with the above-captioned Registration Statement on Form S-3
(the "Registration Statement") filed by Emmis Communications Corporation
("Emmis"), Emmis Operating Company ("Operating Company") and certain
subsidiaries of Emmis (collectively, the "Subsidiary Guarantors") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations under the Act, we have been requested
to render our opinion as to the legality of certain of the securities being
registered. The Registration Statement relates to the registration under the Act
of (i) senior debt securities (the "Emmis Senior Debt Securities") and
subordinated debt securities of Emmis (the "Emmis Subordinated Debt Securities"
and, together with the Emmis Senior Debt Securities, the "Emmis Debt
Securities"), consisting of notes, debentures and/or other evidences of
indebtedness denominated in United States dollars or any other currency, (ii)
shares of Preferred Stock (including shares issued upon conversion of the Emmis
Debt Securities) of Emmis, par value $.01 per share (the "Preferred Stock"),
(iii) shares of Class A Common Stock (including shares to be issued upon
conversion of the Emmis Debt Securities or the Preferred Stock) of Emmis, par
value $.01 per share (the "Common Stock"), (iv) Emmis's warrants to purchase
Common Stock, Preferred Stock or Emmis Debt Securities (the "Warrants"), (v)
depositary shares representing fractional interests in shares of Preferred Stock


   2
                                                                               2


(the "Depositary Shares"), (vi) senior debt securities (the "Operating Company
Senior Debt Securities") and subordinated debt securities of Operating Company
(the "Operating Company Subordinated Debt Securities" and, together with the
Operating Company Senior Debt Securities, the "Operating Company Debt
Securities"), consisting of notes, debentures and/or other evidences of
indebtedness denominated in United States dollars or any other currency, (vii)
guarantees of the Emmis Debt Securities issued by Operating Company and/or one
or more of the Subsidiary Guarantors (collectively, the "Emmis Debt Guarantees")
and (viii) guarantees of the Operating Company Debt Securities issued by Emmis
and/or one or more of the Subsidiary Guarantors (collectively the "Operating
Company Debt Guarantees" and, together with the Emmis Debt Guarantees, the
"Guarantees"). The Emmis Debt Securities, the Preferred Stock, the Common Stock,
the Warrants, the Depositary Shares and the Operating Company Debt Securities
(collectively, the "Securities") and the Guarantees are being registered for
offering and sale from time to time as provided by Rule 415 under the Act. The
aggregate public offering price of the Securities will not exceed $500,000,000
(or its equivalent (based on the applicable exchange rate at the time of sale)
if Emmis Debt Securities, shares of Preferred Stock, Warrants or Operating
Company Debt Securities are issued with principal amounts or liquidation values
denominated in one or more foreign currencies or currency units as shall be
designated by Emmis or Operating Company, as the case may be).

     The Emmis Senior Debt Securities and the related Emmis Debt Guarantees are
to be issued under an indenture, to be entered into between Emmis, the
Guarantors party to it and The Bank of Nova Scotia Trust Company of New York, as
trustee (the "Emmis Senior Debt Indenture"). The Emmis Subordinated Debt
Securities and the related Emmis Debt Guarantees are to be issued under an
indenture to be entered into between Emmis, the Guarantors party to it and The
Bank of Nova Scotia Trust Company of New York, as trustee (the "Emmis
Subordinated Debt Indenture" and, together with the Emmis Senior Debt Indenture,
the "Emmis Indentures"). The Warrants are to be issued under one or more warrant
agreements between Emmis, as issuer, and a warrant agent (each, a "Warrant
Agreement"). The Depositary Shares are to be issued under a deposit agreement
(each, a "Deposit Agreement") among Emmis, as issuer, a depositary and the
owners and holders from time to time of receipts (the "Depositary Receipts")
issued thereunder evidencing the Depositary Shares. The Operating Company Senior
Debt Securities and the related Operating Company Debt Guarantees are to be
issued under an indenture, to be entered into between Operating Company, the
Guarantors party to it and The Bank of Nova Scotia Trust Company of New York, as
trustee (the "Operating Company Senior Debt Indenture"). The Operating Company
Subordinated Debt Securities and the related Operating Company Debt Guarantees
are to be issued under an indenture to be entered into between Operating
Company, the Guarantors party to it and The Bank of Nova Scotia Trust Company of
New York, as trustee (the "Operating Company Subordinated Debt Indenture" and,
together with the Operating Company Senior Debt Indenture, the "Operating
Company Indentures").


   3
                                                                               3


     In this connection we have examined (i) originals, photocopies or conformed
copies of the Registration Statement (including the exhibits and amendments to
it), (ii) the forms of the Emmis Indentures and the Operating Company Indentures
filed as exhibits to the Registration Statement and (iii) such other agreements
and documents as we considered appropriate. In addition, we have made those
other examinations of law and fact as we considered necessary in order to form a
basis for our opinion. In connection with such investigation, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to originals of all documents submitted to us
as photocopies or conformed copies and the legal capacity of natural persons
executing the documents, none of which facts we have independently verified. We
have relied as to matters of fact upon certificates of officers of Emmis and
Operating Company.

     In rendering the opinion set forth below, we have assumed that (i) Emmis
and Operating Company have been duly organized and are validly existing in good
standing under the laws of the State of Indiana, (ii) Emmis has the legal power
and authority to enter into and perform its obligations under the Emmis
Indentures, the Warrant Agreements, the Deposit Agreements, any Operating
Company Indenture to which it is a party, the Emmis Debt Securities, the
Depositary Shares, the Warrants and any Operating Company Debt Guarantee issued
by it, (iii) Operating Company has the legal power and authority to enter into
and perform its obligations under the Operating Company Indentures, any Emmis
Debt Indenture to which it is a party, the Operating Company Debt Securities and
any Emmis Debt Guarantee issued by it, (iv) each Subsidiary Guarantor has been
duly organized and is validly existing in good standing under the laws of its
jurisdiction of organization, (v) each Subsidiary Guarantor has the legal power
and authority to enter into and perform its obligations under any Emmis
Indenture and Operating Company Indenture to which it is a party and any
Guarantee issued by it, (vi) the execution, delivery and performance by Emmis of
the Emmis Indentures, the Warrant Agreements, the Deposit Agreements, any
Operating Company Indenture to which it is a party, the Emmis Debt Securities,
the Depositary Shares, the Warrants or any Operating Company Debt Guarantee
issued by it will not conflict with or violate the charter or bylaws of Emmis,
the laws of the State of Indiana or the terms of any agreement or instrument to
which Emmis is subject, (vii) the execution, delivery and performance by
Operating Company of the Operating Company Indentures, any Emmis Indenture to
which it is a party, the Operating Company Debt Securities or any Emmis Debt
Guarantee issued by it will not conflict with or violate the charter or bylaws
of Operating Company, the laws of the State of Indiana or the terms of any
agreement or instrument to which Operating Company is subject, (viii) the
execution, delivery and performance by any Subsidiary Guarantor of any Emmis
Indenture, Operating Company Indenture to which it is a party or any Guarantee
issued by it will not conflict with or violate the charter or bylaws or other
organizational documents of any such Subsidiary Guarantor, the laws of its
jurisdiction of organization or the terms of any agreement or instrument to
which such Subsidiary Guarantor is subject, (ix) the Emmis Indentures and the
Operating Company Indentures shall have been duly authorized, executed and

   4
                                                                               4


delivered by the parties to each of them in substantially the forms filed as an
exhibit to the Registration Statement, (x) the Emmis Indentures and the
Operating Company Indentures, when so executed and delivered, will represent
valid and binding obligations of the appropriate trustee under the laws of its
jurisdiction of incorporation and the State of New York and of Emmis or
Operating Company, as the case may be, under the laws of the State of Indiana,
(xi) each Warrant Agreement will be duly authorized, executed and delivered by
the parties to it, (xii) each Warrant Agreement, when so executed and delivered,
will represent a valid and binding obligation of the appropriate warrant agent
under the laws of its jurisdiction of incorporation and the State of New York
and of Emmis under the laws of the State of Indiana, (xiii) each Deposit
Agreement will be duly authorized, executed and delivered by the parties to it,
(xiv) each Deposit Agreement, when so executed and delivered, will represent a
valid and binding obligation of the depositary under the laws of its
jurisdiction of incorporation and the State of New York and of Emmis under the
laws of the State of Indiana, (xv) the Depositary Receipts will be duly
authorized, executed and delivered by the depositary against deposit of shares
of Preferred Stock in respect thereof and (xvi) the Depositary Receipts, when so
executed and delivered, will represent a valid and binding obligation of the
depositary under the laws of its jurisdiction of incorporation and the State of
New York.

     We have also assumed, with respect to Emmis Debt Securities, the Warrants,
the Depositary Shares and the Operating Company Debt Securities of a particular
series or issuance offered (the "Offered Securities") and the related
Guarantees, that (i) the terms of issue and sale of the Offered Securities and
the related Guarantees shall have been duly established in accordance with the
appropriate Indenture, Warrant Agreement or Deposit Agreement, as the case may
be, (ii) the Offered Securities and the related Guarantees shall have been duly
authorized, issued and delivered by Emmis, Operating Company or the appropriate
Subsidiary Guarantor, as the case may be, and duly authenticated by the
appropriate trustee, warrant agent or depositary, as the case may be, all in
accordance with the terms of the appropriate Indenture, Warrant Agreement or
Depositary Agreement, as the case may be, and against payment by the purchasers
at the agreed consideration, (iii) the Offered Securities, when so issued,
authenticated, delivered and sold, will represent valid and binding obligations
of the Emmis or Operating Company, as the case may be, under the laws of the
State of Indiana and (iv) the Guarantees, when so issued, authenticated,
delivered and sold, will represent valid and binding obligations of Emmis,
Operating Company or the appropriate Subsidiary Guarantor, as the case may be,
under the laws of its jurisdiction of organization.

     Based on the foregoing, we are of the opinion that:

     1. When issued, authenticated and delivered, the Emmis Debt Securities, the
Warrants and the Operating Company Debt Securities will be legal, valid and
binding obligations of Emmis or Operating Company, as the case may be,
enforceable against Emmis or Operating Company, as the case may be, in
accordance

   5
                                                                               5


with their respective terms and the Guarantees will be legal, valid and binding
obligations of Emmis, Operating Company or any Subsidiary Guarantor, as the case
may be, enforceable against Emmis, Operating Company and any such Subsidiary
Guarantor, as the case may be, in accordance with their respective terms, except
in each case as enforceability may be limited by (a) bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally, (b) subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law) and (c) requirements that a claim with respect to any Offered
Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of the claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined by applicable law.

     2. The Depositary Shares, when issued in accordance with the applicable
Deposit Agreement and sold, will be legally issued and will entitle the holders
of the Depositary Shares to the rights specified in the applicable Deposit
Agreement.

     Our opinions expressed above are limited to the laws of the State of New
York and the federal laws of the United States of America. Our opinions are
rendered only with respect to the laws, and the rules, regulations and orders
under them, that are currently in effect.

     We hereby consent to the use of our name in the Registration Statement and
in the prospectus in the Registration Statement as it appears in the caption
"Legal Matters" and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required by the Act or by the rules and
regulations under it.

                                Very truly yours,

                  /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON

                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON

EX-5.2

   1
                                                                     EXHIBIT 5.2


                            BOSE MCKINNEY & EVANS LLP
                            2700 FIRST INDIANA PLAZA
                          135 NORTH PENNSYLVANIA STREET
                           INDIANAPOLIS, INDIANA 46204
                                 (317) 684-5000


June 21, 2001

Emmis Communications Corporation
One Emmis Plaza
40 Monument Circle, Suite 700
Indianapolis, Indiana  46204

Re:      Registration Statement on Form S-3 (File No. 333-62172)

Ladies and Gentlemen:

We are acting as counsel to Emmis Communications Corporation, an Indiana
corporation (the "Company"), in connection with the shelf registration by the
Company and Emmis Operating Company, an Indiana corporation (the "Operating
Subsidiary") of $500,000,000 in maximum aggregate offering price of (i) shares
of the Company's Class A Common Stock, par value $.01 per share (the "Common
Stock"), (ii) shares of the Company's preferred stock ("Preferred Stock"), (iii)
shares of Preferred Stock represented by depositary shares ("Depositary
Shares"), (iv) debt securities of the Company and the Operating Subsidiary
("Debt Securities"), (v) warrants ("Warrants") of the Company to purchase Common
Stock, Preferred Stock or Debt Securities and (vi) guarantees ("Guarantees") by
the Company of the Operating Subsidiary's Debt Securities or by the Operating
Company of the Company's Debt Securities. The Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, Warrants and Guarantees are the subject of a
Registration Statement (the "Registration Statement") filed by the Company, the
Operating Subsidiary and certain subsidiary guarantors on Form S-3 under the
Securities Act of 1933, as amended.

We have examined photostatic copies of the Company's Second Amended and Restated
Articles of Incorporation (the "Articles") and Amended and Restated Bylaws, as
amended to date, resolutions adopted by the board of directors of the Company
and such other documents and instruments as we have deemed necessary to enable
us to render the opinion set forth below. We have assumed the conformity to the
originals of all documents submitted to us as photostatic copies, the
authenticity of the originals of such documents, and the genuineness of all
signatures appearing thereon.

Based upon and subject to the foregoing, it is our opinion that:

(1)      The Company has authority pursuant to its Articles to issue up to
         170,000,000 shares of Common Stock. Upon (a) adoption by the board of
         directors of the Company of a resolution in form and content as
         required by applicable law and (b) issuance and delivery of such shares
         in the manner contemplated by the Registration Statement and the
         applicable prospectus supplement and by such resolution, and payment of
         legal consideration for such shares in an amount determined by the
         board of




   2


Emmis Communications Corporation
June 21, 2001
Page 2


         directors under Indiana law to be adequate at the time of sale, such
         shares of Common Stock will be legally issued, fully paid, and
         nonassessable.

(2)      The Company has authority pursuant to its Articles to issue up to
         10,000,000 shares of Preferred Stock. Upon (a) due establishment of a
         series of Preferred Stock in accordance with the Articles and
         applicable law, (b) adoption by the board of directors of the Company
         of a resolution in form and content as required by applicable law and
         (c) issuance and delivery of such shares in the manner contemplated by
         the Registration Statement and the applicable prospectus supplement and
         by such resolution, and payment of legal consideration for such shares
         in an amount determined by the board of directors under Indiana law to
         be adequate at the time of sale, such shares of Preferred Stock will be
         legally issued, fully paid, and nonassessable.

We do not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States and the State of Indiana and,
therefore, this opinion is limited to the laws of those jurisdictions. Our
opinions are rendered only with respect to the laws, and the rules, regulations
and orders under them, that are currently in effect.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the prospectus included in the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.

Very truly yours,

BOSE McKINNEY & EVANS LLP

EX-23.3

   1

                                                                    EXHIBIT 23.3


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement.

                                                  /s/ ARTHUR ANDERSEN LLP
                                                      ARTHUR ANDERSEN LLP

Indianapolis, Indiana,
June 21, 2001

EX-23.4

   1
                                                                    EXHIBIT 23.4



Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP




Baltimore, Maryland
June 21, 2001

EX-23.5

   1


                                                                    EXHIBIT 23.5


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-62172 of Emmis Communications Corporation on
Form S-3 of our report dated September 5, 2000, on the combined financial
statements of KZLA-FM and the related FCC broadcasting license owned by
Bonneville Holding Company as of and for the year ended December 31, 1999,
appearing in the Amendment No. 1 to Registration Statement No. 333-62160 on
Form S-4 of Emmis Communications Corporation filed on June 21, 2001, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
such Registration Statement.


DELOITTE & TOUCHE LLP


Salt Lake City, Utah
June 21, 2001

EX-23.6

   1

                                                                    EXHIBIT 23.6


                         INDEPENDENT AUDITOR'S CONSENT


We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-62172 of Emmis Communications Corporation on Form
S-3 of our report on Lee Enterprises Certain Broadcasting Operations, as of
September 30, 1999 and 2000 and for each of the three years in the period ended
September 30, 2000, dated March 9, 2001. We also consent to the reference to our
Firm under the caption "Experts" in the Prospectus, which is part of this
Registration Statement.


                                        /s/ McGLADREY & PULLEN, LLP



Davenport, Iowa
June 21, 2001

EX-25.1

   1
                                                                  Exhibit 25.1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305 (B) (2)_______________

                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)

             New York                                          13-5691211
 (State of Incorporation                                 (I.R.S. employer
  If not a U.S. national bank)                           Identification number)

     One Liberty Plaza
     New York, N.Y.                                              10006
    (Address of principal                                      (Zip code)
     Executive office)


                        EMMIS COMMUNICATIONS CORPORATION
               (Exact name of obligor as specified in its charter)
                                     Indiana
         (State or other jurisdiction of incorporation or organization)
                                   35-1542018
                      (I.R.S. employer identification no.)
                                 One Emmis Plaza
                          40 Monument Circle, Suite 700
                             Indianapolis, IN 46204

             (Address of principal executive offices) (Postal Code)


                                  SENIOR NOTES

                       (Title of the indenture securities)


   2




                                       -2-

Item 1.   General Information
          Furnish the following information as to the trustee:

          (a) Name and address of each examining or supervising authority to
              which it is subject.
                               Federal Reserve Bank of New York
                               33 Liberty Street
                               New York, N. Y. 10045

                               State of New York Banking Department
                               State House, Albany, N.Y.

          (b) Whether it is authorized to exercise corporate trust powers.
              The Trustee is authorized to exercise corporate trust powers.

Item 2.   Affiliation with the Obligor.
          If the obligor is an affiliate of the trustee, describe each
          such affiliation. The obligor is not an affiliate of the
          Trustee.

Item 4.   Trusteeships under other indentures.
          If the trustee is a trustee under another indenture under which any
          other securities, or certificates of interest or participation in any
          other securities, of the obligor are outstanding, furnish the
          following information:


          (a) Title of the securities outstanding under each such other
          indenture.
                               Emmis Communications Corporation
                               12 1/2% Senior Discount Notes due 2011

          (b) A brief statement of the facts relied upon as a basis for the
          claim that no conflicting interest within the meaning of Section
          310(b)(1) of the Act arises as a result of the trusteeship under any
          such other indenture, including a statement as to how the indenture
          securities will rank as compared with the securities issued under such
          other indenture.

          The trustee does not believe there is any default under the
          outstanding securities. The securities to be issued under this
          indenture will rank senior to the securities issued and outstanding
          under such other indenture.

Item 16.  List of Exhibits.
          List below all exhibits filed as part of this statement of
          eligibility.

          Exhibit 1 - Copy of the Organization Certificate of the Trustee as
                      now in effect. (Exhibit 1 to T-1 to Registration Statement
                      No. 333-6688).
   3

                                      -3-

          Exhibit 2 - Copy of the Certificate of Authority of the Trustee to
                      commerce business. (Exhibit 2 to T-1 to Registration
                      Statement No. 333-6688).

          Exhibit 3 - None; authorization to exercise corporate trust powers is
                      contained in the documents identified above as Exhibit 1
                      and 2.

          Exhibit 4 - Copy of the existing By-Laws of the Trustee.(Exhibit 4 to
                      T-1 to Registration Statement No. 333-6688).

          Exhibit 5 - No Indenture referred to in Item 4.

          Exhibit 6 - The consent of the Trustee required by Section 321 (b) of
                      the Trust Indenture Act of 1939.(Exhibit 6 to T-1 to
                      Registration Statement No. 333-27685).

          Exhibit 7 - Copy of the latest Report of Condition of the Trustee as
                      of March 31, 2001



                                    SIGNATURE


                Pursuant to the requirements of the Trust Indenture Act of 1939,
the Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 21st day of June, 2001.




                                      THE BANK OF NOVA SCOTIA TRUST
                                               COMPANY OF NEW YORK


                                      By:  /S/ Warren A. Goshine
                                         ---------------------------------------
                                            Warren A. Goshine




   4
The Bank of Nova Scotia Trust Company of New York                     FFIEC 041
- ----------------------------------------------------                  Page RC-1
Legal Title of Bank                                                     [10]


New York
- ----------------------------------------------------
City


New York                                       10006
- ----------------------------------------------------
State                                       Zip Code

FDIC Certificate Number
                       -----------------------------


Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC-Balance Sheet



                                                                                         -------------------------------------
                                                          Dollar Amounts in Thousands      RCON      Bil       Mil     Thou
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
ASSETS

1.  Cash and balances due from depository institutions (from Schedule RC-A):
    a. Noninterest-bearing balances and currency and coin(1)............................  0081                          149    1.a.
    b. Interest-bearing balances(2).....................................................  0071                  5       010    1.b.
2.  Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A).......................  1754                  1       218    2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D).....................  1773                            0    2.b.
3.  Federal funds sold and securities purchased under agreements to resell..............  1350                 13       697    3.
4.  Loans and lease financing receivables (from Schedule RC-C):
    a. LOANS AND LEASES HELD FOR SALE...................................................  5369                            0    4.a.
    b. LOANS AND LEASES, NET OF UNEARNED INCOME..........................  B528        0                                       4.b.
    c. LESS: Allowance for loan and lease losses.........................  3123        0                                       4.c.
    d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE (item 4.b minus 4.c)......  B529                            0    4.d.
5.  Trading assets (from Schedule RC-D).................................................  3545                            0    5.
6.  Premises and fixed assets (including capitalized leases)............................  2145                            2    6.
7.  Other real estate owned (from Schedule RC-M)........................................  2150                                 7.
8.  Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M)...............................................................  2130                            0    8.
9.  Customers' liability to this bank on acceptances outstanding........................  2155                            0    9.
10. Intangible assets:
    a. GOODWILL.........................................................................  3163                            0   10.a.
    b. OTHER INTANGIBLE ASSETS (from Schedule RC-M).....................................  0426                            0   10.b.
11. Other assets (from Schedule RC-F)...................................................  2160                          284   11.
12. Total assets (sum of items 1 through 11)............................................  2170                 20       360   12.


- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.


   5
                                                                       FFIEC 041
                                                                       Page RC-2
                                                                        [ 11 ]

Schedule RC--Continued



                                                                                                    --------------------
                                                                       Dollar Amounts in Thousands  RCON  Bil  Mil  Thou
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                          
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................... 2200        7   319  13.a.
       (1) Noninterest-bearing(1).............................................. 6631      7    259                       13.a.(1)
       (2) Interest-bearing.................................................... 6636            60                       13.a.(2)
    b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase..................... 2800              0  14.
15. Trading liabilities (from Schedule RC-D)....................................................... 3548              0  15.
16. OTHER BORROWED MONEY (includes mortgage indebtedness and obligations under
    capitalized leases)(from Schedule RC-M)........................................................ 3190              0  16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding....................................... 2920              0  18.
19. Subordinated notes and debentures(2)........................................................... 3200              0  19.
20. Other liabilities (from Schedule RC-G)......................................................... 2930            163  20.
21. Total liabilities (sum of items 13 through 20)................................................. 2948        7   482  21.
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES................................................. 3000              0  22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................................. 3838              0  23.
24. Common stock................................................................................... 3230        1   000  24.
25. Surplus (exclude all surplus related to preferred stock)....................................... 3839       10   030  25.
26. a. Retained earnings........................................................................... 3632        1   848  26.a.
    b. ACCUMULATED OTHER COMPREHENSIVE INCOME(3)................................................... B530              0  26.b.
27. OTHER EQUITY CAPITAL COMPONENTS(4)............................................................. A130              0  27.
28. Total equity capital (sum of items 23 through 27).............................................. 3210       12   878  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)......... 3300       20   360  29.


Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best                          RCON   Number
   describes the most comprehensive level of auditing work performed for the bank                        -----------------
   by independent external auditors as of any date during 2000.......................................... 6724      1     M.1.


                                                              
1 = Independent audit of the bank conducted in accordance        4 = Directors' examination of the bank conducted in
    with generally accepted auditing standards by a                  accordance with generally accepted auditing standards by
    certified public accounting firm which submits a report          a certified public accounting firm (may be required by
    on the bank                                                      state chartering authority)
2 = Independent audit of the bank's parent holding company       5 = Directors' examination of the bank performed by other
    conducted in accordance with generally accepted auditing         external auditors (may be required by state chartering
    standards by a certified public accounting firm which            authority)
    submits a report on the consolidated holding company         6 = Review of the bank's financial statements by external
    (but not on the bank separately)                                 auditors
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE            7 = Compilation of the bank's financial statements by
    EFFECTIVENESS OF THE BANK'S INTERNAL CONTROL OVER                external auditors
    FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING         8 = Other audit procedures (excluding tax preparation work)
    FIRM                                                         9 = No external audit work



- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, and minimum
    pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.2

   1
                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305 (B) (2)

                           --------------------------

                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)

         New York                                            13-5691211
  (State of Incorporation                                (I.R.S. employer
If not a U.S. national bank)                              Identification number)

One Liberty Plaza
New York, N.Y.                                                  10006
(Address of principal                                         (Zip code)
 Executive office)


                            -----------------------


                        EMMIS COMMUNICATIONS CORPORATION
               (Exact name of obligor as specified in its charter)
                                     Indiana
         (State or other jurisdiction of incorporation or organization)
                                   35-1542018
                      (I.R.S. employer identification no.)
                                 One Emmis Plaza
                          40 Monument Circle, Suite 700
                             Indianapolis, IN 46204

             (Address of principal executive offices) (Postal Code)


                           --------------------------

                               SUBORDINATED NOTES

                       (Title of the indenture securities)


   2




                                       -2-

Item 1.     General Information

            Furnish the following information as to the trustee:

            (a) Name and address of each examining or supervising authority to
                which it is subject.

                        Federal Reserve Bank of New York
                        33 Liberty Street
                        New York, N. Y. 10045

                        State of New York Banking Department
                        State House, Albany, N.Y.

            (b) Whether it is authorized to exercise corporate trust powers.

                The Trustee is authorized to exercise corporate trust powers.

Item 2.     Affiliation with the Obligor.

            If the obligor is an affiliate of the trustee, describe each such
            affiliation.

            The obligor is not an affiliate of the Trustee.

Item 4      Trusteeships under other indentures.

            If the trustee is a trustee under another indenture under which any
            other securities, or certificates of interest or participation in
            any other securities, of the obligor are outstanding, furnish the
            following information:

            (a) Title of the securities outstanding under each such other
                indenture.

                        Emmis Communications Corporation
                        12 1/2% Senior Discount Notes due 2011

            (b) A brief statement of the facts relied upon as a basis for the
            claim that no conflicting interest within the meaning of Section
            310(b)(1) of the Act arises as a result of the trusteeship under any
            such other indenture, including a statement as to how the indenture
            securities will rank as compared with the securities issued under
            such other indenture.

            The trustee does not believe there is any default under the
            outstanding securities. The ranking of the securities to be issued
            under this indenture will rank pari passu with the securities issued
            and outstanding under such other indenture.

Item 16.    List of Exhibits.

            List below all exhibits filed as part of this statement of
            eligibility.

                 Exhibit 1 - Copy of the Organization Certificate of the
                             Trustee as now in effect. (Exhibit 1 to T-1 to
                             Registration Statement No. 333-6688).


   3

                 Exhibit 2 - Copy of the Certificate of Authority of the Trustee
                             to commerce business. (Exhibit 2 to T-1 to
                             Registration Statement No. 333-6688).

                 Exhibit 3 - None; authorization to exercise corporate trust
                             powers is contained in the documents identified
                             above as Exhibit 1 and 2.

                 Exhibit 4 - Copy of the existing By-Laws of the
                             Trustee. (Exhibit 4 to T-1 to Registration
                             Statement No. 333-6688).

                 Exhibit 5 - No Indenture referred to in Item 4.

                 Exhibit 6 - The consent of the Trustee required by Section 321
                             (b) of the Trust Indenture Act of 1939. (Exhibit 6
                             to T-1 to Registration Statement No. 333-27685).

                 Exhibit 7 - Copy of the latest Report of Condition of the
                             Trustee as of March 31, 2001



                                    SIGNATURE




            Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 21st day of June, 2001.




                                          THE BANK OF NOVA SCOTIA TRUST
                                                   COMPANY OF NEW YORK


                                          By:  /S/ Warren A. Goshine
                                               ---------------------------------
                                               Warren A. Goshine





   4
The Bank of Nova Scotia Trust Company of New York                     FFIEC 041
- ----------------------------------------------------                  Page RC-1
Legal Title of Bank                                                     [10]


New York
- ----------------------------------------------------
City


New York                                       10006
- ----------------------------------------------------
State                                       Zip Code

FDIC Certificate Number
                       -----------------------------


Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC-Balance Sheet



                                                                                         -------------------------------------
                                                          Dollar Amounts in Thousands      RCON      Bil       Mil     Thou
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
ASSETS

1.  Cash and balances due from depository institutions (from Schedule RC-A):
    a. Noninterest-bearing balances and currency and coin(1)............................  0081                          149    1.a.
    b. Interest-bearing balances(2).....................................................  0071                  5       010    1.b.
2.  Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A).......................  1754                  1       218    2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D).....................  1773                            0    2.b.
3.  Federal funds sold and securities purchased under agreements to resell..............  1350                 13       697    3.
4.  Loans and lease financing receivables (from Schedule RC-C):
    a. LOANS AND LEASES HELD FOR SALE...................................................  5369                            0    4.a.
    b. LOANS AND LEASES, NET OF UNEARNED INCOME..........................  B528        0                                       4.b.
    c. LESS: Allowance for loan and lease losses.........................  3123        0                                       4.c.
    d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE (item 4.b. minus 4.c).....  B529                            0    4.d.
5.  Trading assets (from Schedule RC-D).................................................  3545                            0    5.
6.  Premises and fixed assets (including capitalized leases)............................  2145                            2    6.
7.  Other real estate owned (from Schedule RC-M)........................................  2150                                 7.
8.  Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M)...............................................................  2130                            0    8.
9.  Customers' liability to this bank on acceptances outstanding........................  2155                            0    9.
10. Intangible assets:
    a. GOODWILL.........................................................................  3163                            0   10.a.
    b. OTHER INTANGIBLE ASSETS (from Schedule RC-M).....................................  0426                            0   10.b.
11. Other assets (from Schedule RC-F)...................................................  2160                          284   11.
12. Total assets (sum of items 1 through 11)............................................  2170                 20       360   12.


- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.


   5
                                                                       FFIEC 041
                                                                       Page RC-2
                                                                        [ 11 ]

Schedule RC--Continued



                                                                                                    --------------------
                                                                       Dollar Amounts in Thousands  RCON  Bil  Mil  Thou
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                          
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................... 2200        7   319  13.a.
       (1) Noninterest-bearing(1).............................................. 6631      7    259                       13.a.(1)
       (2) Interest-bearing.................................................... 6636            60                       13.a.(2)
    b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase..................... 2800              0  14.
15. Trading liabilities (from Schedule RC-D)....................................................... 3548              0  15.
16. OTHER BORROWED MONEY (includes mortgage indebtedness and obligations under
    capitalized leases)(from Schedule RC-M)........................................................ 3190              0  16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding....................................... 2920              0  18.
19. Subordinated notes and debentures(2)........................................................... 3200              0  19.
20. Other liabilities (from Schedule RC-G)......................................................... 2930            163  20.
21. Total liabilities (sum of items 13 through 20)................................................. 2948        7   482  21.
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES................................................. 3000              0  22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................................. 3838              0  23.
24. Common stock................................................................................... 3230        1   000  24.
25. Surplus (exclude all surplus related to preferred stock)....................................... 3839       10   030  25.
26. a. Retained earnings........................................................................... 3632        1   848  26.a.
    b. ACCUMULATED OTHER COMPREHENSIVE INCOME(3)................................................... B530              0  26.b.
27. OTHER EQUITY CAPITAL COMPONENTS(4)............................................................. A130              0  27.
28. Total equity capital (sum of items 23 through 27).............................................. 3210       12   878  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)......... 3300       20   360  29.


Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best                          RCON   Number
   describes the most comprehensive level of auditing work performed for the bank                        -----------------
   by independent external auditors as of any date during 2000.......................................... 6724      1     M.1.


                                                              
1 = Independent audit of the bank conducted in accordance        4 = Directors' examination of the bank conducted in
    with generally accepted auditing standards by a                  accordance with generally accepted auditing standards by
    certified public accounting firm which submits a report          a certified public accounting firm (may be required by
    on the bank                                                      state chartering authority)
2 = Independent audit of the bank's parent holding company       5 = Directors' examination of the bank performed by other
    conducted in accordance with generally accepted auditing         external auditors (may be required by state chartering
    standards by a certified public accounting firm which            authority)
    submits a report on the consolidated holding company         6 = Review of the bank's financial statements by external
    (but not on the bank separately)                                 auditors
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE            7 = Compilation of the bank's financial statements by
    EFFECTIVENESS OF THE BANK'S INTERNAL CONTROL OVER                external auditors
    FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING         8 = Other audit procedures (excluding tax preparation work)
    FIRM                                                         9 = No external audit work



- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, and minimum
    pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.3

   1
                                                                    EXHIBIT 25.3

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305 (B) (2)

                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)

         New York                                            13-5691211
  (State of Incorporation                                (I.R.S. employer
If not a U.S. national bank)                              Identification number)

One Liberty Plaza
New York, N.Y.                                                  10006
(Address of principal                                         (Zip code)
 Executive office)


                            -----------------------

                             EMMIS OPERATING COMPANY
               (Exact name of obligor as specified in its charter)
                                     Indiana
         (State or other jurisdiction of incorporation or organization)
                                   35-2141064
                      (I.R.S. employer identification no.)
                                 One Emmis Plaza
                          40 Monument Circle, Suite 700
                             Indianapolis, IN 46204

             (Address of principal executive offices) (Postal Code)

                            -----------------------

                                  SENIOR NOTES

                       (Title of the indenture securities)


   2




                                       -2-

Item 1.     General Information

            Furnish the following information as to the trustee:

            (a) Name and address of each examining or supervising authority to
                which it is subject.

                        Federal Reserve Bank of New York
                        33 Liberty Street
                        New York, N. Y. 10045

                        State of New York Banking Department
                        State House, Albany, N.Y.

            (b) Whether it is authorized to exercise corporate trust powers.

                The Trustee is authorized to exercise corporate trust powers.

Item 2.     Affiliation with the Obligor.

            If the obligor is an affiliate of the trustee, describe each such
            affiliation.

            The obligor is not an affiliate of the Trustee.

Item 16.    List of Exhibits.

            List below all exhibits filed as part of this statement of
            eligibility.

                 Exhibit 1 - Copy of the Organization Certificate of the
                             Trustee as now in effect. (Exhibit 1 to T-1 to
                             Registration Statement  No. 333-6688).

                 Exhibit 2 - Copy of the Certificate of Authority of the
                             Trustee to commerce business. (Exhibit 2 to T-1 to
                             Registration Statement No. 333-6688).

                 Exhibit 3 - None; authorization to exercise corporate
                             trust powers is contained in the documents
                             identified above as Exhibit 1 and 2.

                 Exhibit 4 - Copy of the existing By-Laws of the
                             Trustee. (Exhibit 4 to T-1 to Registration
                             Statement No. 333-6688).

                 Exhibit 5 - No Indenture referred to in Item 4.

                 Exhibit 6 - The consent of the Trustee required by Section 321
                             (b) of the Trust Indenture Act of 1939. (Exhibit 6
                             to T-1 to Registration Statement No. 333-27685).

                 Exhibit 7 - Copy of the latest Report of Condition of the
                             Trustee as of March 31, 2001


   3


                                    SIGNATURE



                  Pursuant to the requirements of the Trust Indenture Act of
1939, the Trustee, The Bank of Nova Scotia Trust Company of New York, a
corporation organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and State
of New York, on the 21st day of June, 2001.




                                                THE BANK OF NOVA SCOTIA TRUST
                                                     COMPANY OF NEW YORK


                                                By: /S/ Warren A. Goshine
                                                    ----------------------------
                                                    Warren A. Goshine









   4
The Bank of Nova Scotia Trust Company of New York                     FFIEC 041
- ----------------------------------------------------                  Page RC-1
Legal Title of Bank                                                     [10]


New York
- ----------------------------------------------------
City


New York                                       10006
- ----------------------------------------------------
State                                       Zip Code

FDIC Certificate Number
                       -----------------------------


Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC-Balance Sheet



                                                                                         -------------------------------------
                                                          Dollar Amounts in Thousands      RCON      Bil       Mil     Thou
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
ASSETS

1.  Cash and balances due from depository institutions (from Schedule RC-A):
    a. Noninterest-bearing balances and currency and coin(1)............................  0081                          149    1.a.
    b. Interest-bearing balances(2).....................................................  0071                  5       010    1.b.
2.  Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A).......................  1754                  1       218    2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D).....................  1773                            0    2.b.
3.  Federal funds sold and securities purchased under agreements to resell..............  1350                 13       697    3.
4.  Loans and lease financing receivables (from Schedule RC-C):
    a. LOANS AND LEASES HELD FOR SALE...................................................  5369                            0    4.a.
    b. LOANS AND LEASES, NET OF UNEARNED INCOME..........................  B528        0                                       4.b.
    c. LESS: Allowance for loan and lease losses.........................  3123        0                                       4.c.
    d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE (item 4.b. minus 4.c).....  B529                            0    4.d.
5.  Trading assets (from Schedule RC-D).................................................  3545                            0    5.
6.  Premises and fixed assets (including capitalized leases)............................  2145                            2    6.
7.  Other real estate owned (from Schedule RC-M)........................................  2150                                 7.
8.  Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M)...............................................................  2130                            0    8.
9.  Customers' liability to this bank on acceptances outstanding........................  2155                            0    9.
10. Intangible assets:
    a. GOODWILL.........................................................................  3163                            0   10.a.
    b. OTHER INTANGIBLE ASSETS (from Schedule RC-M).....................................  0426                            0   10.b.
11. Other assets (from Schedule RC-F)...................................................  2160                          284   11.
12. Total assets (sum of items 1 through 11)............................................  2170                 20       360   12.


- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.


   5
                                                                       FFIEC 041
                                                                       Page RC-2
                                                                        [ 11 ]

Schedule RC--Continued



                                                                                                    --------------------
                                                                       Dollar Amounts in Thousands  RCON  Bil  Mil  Thou
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                          
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................... 2200        7   319  13.a.
       (1) Noninterest-bearing(1).............................................. 6631      7    259                       13.a.(1)
       (2) Interest-bearing.................................................... 6636            60                       13.a.(2)
    b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase..................... 2800              0  14.
15. Trading liabilities (from Schedule RC-D)....................................................... 3548              0  15.
16. OTHER BORROWED MONEY (includes mortgage indebtedness and obligations under
    capitalized leases)(from Schedule RC-M)........................................................ 3190              0  16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding....................................... 2920              0  18.
19. Subordinated notes and debentures(2)........................................................... 3200              0  19.
20. Other liabilities (from Schedule RC-G)......................................................... 2930            163  20.
21. Total liabilities (sum of items 13 through 20)................................................. 2948        7   482  21.
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES................................................. 3000              0  22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................................. 3838              0  23.
24. Common stock................................................................................... 3230        1   000  24.
25. Surplus (exclude all surplus related to preferred stock)....................................... 3839       10   030  25.
26. a. Retained earnings........................................................................... 3632        1   848  26.a.
    b. ACCUMULATED OTHER COMPREHENSIVE INCOME(3)................................................... B530              0  26.b.
27. OTHER EQUITY CAPITAL COMPONENTS(4)............................................................. A130              0  27.
28. Total equity capital (sum of items 23 through 27).............................................. 3210       12   878  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)......... 3300       20   360  29.


Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best                          RCON   Number
   describes the most comprehensive level of auditing work performed for the bank                        -----------------
   by independent external auditors as of any date during 2000.......................................... 6724      1     M.1.


                                                              
1 = Independent audit of the bank conducted in accordance        4 = Directors' examination of the bank conducted in
    with generally accepted auditing standards by a                  accordance with generally accepted auditing standards by
    certified public accounting firm which submits a report          a certified public accounting firm (may be required by
    on the bank                                                      state chartering authority)
2 = Independent audit of the bank's parent holding company       5 = Directors' examination of the bank performed by other
    conducted in accordance with generally accepted auditing         external auditors (may be required by state chartering
    standards by a certified public accounting firm which            authority)
    submits a report on the consolidated holding company         6 = Review of the bank's financial statements by external
    (but not on the bank separately)                                 auditors
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE            7 = Compilation of the bank's financial statements by
    EFFECTIVENESS OF THE BANK'S INTERNAL CONTROL OVER                external auditors
    FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING         8 = Other audit procedures (excluding tax preparation work)
    FIRM                                                         9 = No external audit work



- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, and minimum
    pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25.4

   1


                                                                    EXHIBIT 25.4


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

- --------------------------------------------------------------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305 (B) (2)

                    ---------------------------------------

                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)

      New York                                                 13-5691211
(State of Incorporation                                      (I.R.S. employer
If not a U.S. national bank)                             Identification number)

One Liberty Plaza
New York, N.Y.                                                    10006
(Address of principal                                           (Zip code)
Executive office)

                    ---------------------------------------


                             EMMIS OPERATING COMPANY
               (Exact name of obligor as specified in its charter)
                                     Indiana
         (State or other jurisdiction of incorporation or organization)
                                   35-2141064
                      (I.R.S. employer identification no.)
                                 One Emmis Plaza
                          40 Monument Circle, Suite 700
                             Indianapolis, IN 46204

             (Address of principal executive offices) (Postal Code)

                    ---------------------------------------

                               SUBORDINATED NOTES

                       (Title of the indenture securities)


   2

                                       -2-

Item 1.   General Information
          Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority to
               which it is subject.

                        Federal Reserve Bank of New York
                        33 Liberty Street
                        New York, N. Y. 10045

                        State of New York Banking Department
                        State House, Albany, N.Y.

          (b)  Whether it is authorized to exercise corporate trust powers.
               The Trustee is authorized to exercise corporate trust powers.

Item 2.     Affiliation with the Obligor.

            If the obligor is an affiliate of the trustee, describe each such
            affiliation.
            The obligor is not an affiliate of the Trustee.

Item 16.    List of Exhibits.

            List below all exhibits filed as part of this statement of
            eligibility.

            Exhibit 1  - Copy of the Organization Certificate of the Trustee as
                         now in effect.
                         (Exhibit 1 to T-1 to Registration Statement
                         No. 333-6688).

            Exhibit 2  - Copy of the Certificate of Authority of the Trustee to
                         commerce business.
                         (Exhibit 2 to T-1 to Registration Statement
                         No. 333-6688).

            Exhibit 3 -  None; authorization to exercise corporate trust powers
                         is contained in the documents identified above as
                         Exhibit 1 and 2.

            Exhibit 4 -  Copy of the existing By-Laws of the Trustee.
                         (Exhibit 4 to T-1 to Registration Statement
                         No. 333-6688).

            Exhibit 5 -  No Indenture referred to in Item 4.

            Exhibit 6 -  The consent of the Trustee required by Section 321 (b)
                         of the Trust Indenture Act of 1939.(Exhibit 6 to T-1
                         to Registration Statement No. 333-27685).

            Exhibit 7 -  Copy of the latest Report of Condition of the Trustee
                         as of March 31, 2001


   3

                                    SIGNATURE




            Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 21st day of June, 2001.



                                              THE BANK OF NOVA SCOTIA TRUST
                                                    COMPANY OF NEW YORK


                                              By: /S/ Warren A. Goshine
                                                  ------------------------------
                                                  Warren A. Goshine







   4
The Bank of Nova Scotia Trust Company of New York                     FFIEC 041
- ----------------------------------------------------                  Page RC-1
Legal Title of Bank                                                     [10]


New York
- ----------------------------------------------------
City


New York                                       10006
- ----------------------------------------------------
State                                       Zip Code

FDIC Certificate Number
                       -----------------------------


Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC-Balance Sheet



                                                                                         -------------------------------------
                                                          Dollar Amounts in Thousands      RCON      Bil       Mil     Thou
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
ASSETS

1.  Cash and balances due from depository institutions (from Schedule RC-A):
    a. Noninterest-bearing balances and currency and coin(1)............................  0081                          149    1.a.
    b. Interest-bearing balances(2).....................................................  0071                  5       010    1.b.
2.  Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A).......................  1754                  1       218    2.a.
    b. Available-for-sale securities (from Schedule RC-B, column D).....................  1773                            0    2.b.
3.  Federal funds sold and securities purchased under agreements to resell..............  1350                 13       697    3.
4.  Loans and lease financing receivables (from Schedule RC-C):
    a. LOANS AND LEASES HELD FOR SALE...................................................  5369                            0    4.a.
    b. LOANS AND LEASES, NET OF UNEARNED INCOME..........................  B528        0                                       4.b.
    c. LESS: Allowance for loan and lease losses.........................  3123        0                                       4.c.
    d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE (item 4.b minus 4.c)......  B529                            0    4.d.
5.  Trading assets (from Schedule RC-D).................................................  3545                            0    5.
6.  Premises and fixed assets (including capitalized leases)............................  2145                            2    6.
7.  Other real estate owned (from Schedule RC-M)........................................  2150                                 7.
8.  Investments in unconsolidated subsidiaries and associated companies
     (from Schedule RC-M)...............................................................  2130                            0    8.
9.  Customers' liability to this bank on acceptances outstanding........................  2155                            0    9.
10. Intangible assets:
    a. GOODWILL.........................................................................  3163                            0   10.a.
    b. OTHER INTANGIBLE ASSETS (from Schedule RC-M).....................................  0426                            0   10.b.
11. Other assets (from Schedule RC-F)...................................................  2160                          284   11.
12. Total assets (sum of items 1 through 11)............................................  2170                 20       360   12.


- ------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.


   5
                                                                       FFIEC 041
                                                                       Page RC-2
                                                                        [ 11 ]

Schedule RC--Continued



                                                                                                    --------------------
                                                                       Dollar Amounts in Thousands  RCON  Bil  Mil  Thou
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                          
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................... 2200        7   319  13.a.
       (1) Noninterest-bearing(1).............................................. 6631      7    259                       13.a.(1)
       (2) Interest-bearing.................................................... 6636            60                       13.a.(2)
    b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase..................... 2800              0  14.
15. Trading liabilities (from Schedule RC-D)....................................................... 3548              0  15.
16. OTHER BORROWED MONEY (includes mortgage indebtedness and obligations under
    capitalized leases)(from Schedule RC-M)........................................................ 3190              0  16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding....................................... 2920              0  18.
19. Subordinated notes and debentures(2)........................................................... 3200              0  19.
20. Other liabilities (from Schedule RC-G)......................................................... 2930            163  20.
21. Total liabilities (sum of items 13 through 20)................................................. 2948        7   482  21.
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES................................................. 3000              0  22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................................................. 3838              0  23.
24. Common stock................................................................................... 3230        1   000  24.
25. Surplus (exclude all surplus related to preferred stock)....................................... 3839       10   030  25.
26. a. Retained earnings........................................................................... 3632        1   848  26.a.
    b. ACCUMULATED OTHER COMPREHENSIVE INCOME(3)................................................... B530              0  26.b.
27. OTHER EQUITY CAPITAL COMPONENTS(4)............................................................. A130              0  27.
28. Total equity capital (sum of items 23 through 27).............................................. 3210       12   878  28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)......... 3300       20   360  29.


Memorandum
TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best                          RCON   Number
   describes the most comprehensive level of auditing work performed for the bank                          ---------------
   by independent external auditors as of any date during 2000.......................................... 6724      1     M.1.


                                                              
1 = Independent audit of the bank conducted in accordance        4 = Directors' examination of the bank conducted in
    with generally accepted auditing standards by a                  accordance with generally accepted auditing standards by
    certified public accounting firm which submits a report          a certified public accounting firm (may be required by
    on the bank                                                      state chartering authority)
2 = Independent audit of the bank's parent holding company       5 = Directors' examination of the bank performed by other
    conducted in accordance with generally accepted auditing         external auditors (may be required by state chartering
    standards by a certified public accounting firm which            authority)
    submits a report on the consolidated holding company         6 = Review of the bank's financial statements by external
    (but not on the bank separately)                                 auditors
3 = ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE            7 = Compilation of the bank's financial statements by
    EFFECTIVENESS OF THE BANK'S INTERNAL CONTROL OVER                external auditors
    FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING         8 = Other audit procedures (excluding tax preparation work)
    FIRM                                                         9 = No external audit work



- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses) on cash flow hedges, and minimum
    pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.