AMENDED AND RESTATED ARTICLES OF INCORPORATION
EMMIS COMMUNICATIONS CORPORATION
(As amended through July 16, 1998)
The Amended and Restated Articles of Incorporation (the "Restated Articles") of Emmis Communications
Corporation, a corporation organized and existing under the laws of the State of Indiana (the "Corporation"), are
The name of the Corporation is Emmis Communications Corporation.
The purpose of the Corporation is to transact any or all lawful business for which corporations may be
incorporated under the Indiana Business Corporation Law, as now or hereafter amended (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.
As used herein, the following terms shall have the meanings indicated:
"Act" has the meaning defined in Article II.
"Affiliate of Smulyan" means (i) any person or entity that, directly or indirectly, controls, is controlled by or is
under common control with Smulyan,
(ii) any corporation or organization (other than the Corporation or a majority-owned subsidiary of the
Corporation) of which Smulyan is an officer or partner or is, directly or indirectly, the beneficial owner of ten
percent (10%) or more of any class of voting securities, or in which Smulyan has a substantial beneficial interest,
(iii) a Qualified Voting Trust, (iv) any other trust or estate in which Smulyan ha