EXHIBIT 3



                         DEUTSCHE BANK SECURITIES INC.
                                60 WALL STREET
                           NEW YORK, NEW YORK 10005



                                                           May 6, 2006


ECC Acquisition, Inc.
Attention: Jeffrey H. Smulyan

Ladies and Gentlemen:

         You have  advised  Deutsche  Bank  Securities  Inc.  ("DBSI") of your
intention  to enter  into a  transaction  (the  "Transaction")  in  which  you
("Newco"),  a company  newly  formed by Jeffrey H.  Smulyan and certain  other
investors,  would  acquire  all of the  outstanding  capital  stock  of  Emmis
Communications  Corporation  (the "Acquired  Business").  You have asked us to
assist you in (i) raising  funds in an aggregate  amount of $1.036  billion to
consummate  the  Transaction  through the  arrangement  of senior secured term
loans of Newco and its  affiliates  (the "Term Loans") and through the sale or
placement  of debt  securities  (the  "Notes")  to be issued by Newco and (ii)
arranging a working  capital  facility in an amount  necessary to fund ongoing
working capital (the "REVOLVING  CREDIT FACILITY" and,  together with the Term
Loans, the "Bank Financing"). It is our understanding that other than the Bank
Financing  and the Notes,  Newco  would have no other  indebtedness  for money
borrowed after giving effect to the consummation of the Transaction.

         We are pleased to inform you that,  based upon our  understanding  of
the Transaction as summarized above and current market  conditions and subject
to,  among  other  things,  the  conditions  set forth  below,  we are  highly
confident of our ability to arrange the Bank  Financing  and sell or place the
Notes in connection with the Transaction.  The structure,  covenants and terms
of the  Bank  Financing  and  the  Notes  would  be as  determined  by DBSI in
consultation  with you, on terms mutually  acceptable to both parties based on
market conditions at the time of the arrangement and the sale or placement and
on the structure and  documentation of the Transaction.  Our confidence in our
ability to arrange the Bank  Financing and consummate the sale or placement of
the Notes is subject to, among other things, (i) there not having occurred any
material adverse change in the condition (financial or otherwise),  results of
operations,  business or prospects of the  Acquired  Business,  (ii) there not
existing any pending or threatened  claim, suit or proceeding which DBSI shall
reasonably  determine could have a materially  adverse effect on the business,
property, assets, liabilities, condition (financial or otherwise) or prospects
of  Newco  or the  Acquired  Business,  (iii)  the  receipt  of all  necessary
governmental,  regulatory  or third party  approvals or consents in connection
with the Transaction, (iv) the execution and delivery of documentation for the
Transaction  and  related   transactions  in  form  and  substance  reasonably
satisfactory to DBSI and such documentation


                                       -2-


being  in full  force  and  effect,  (v)  agreement  on the  terms of the Bank
Financing  and  the  Notes  and  negotiation  and  execution  of  satisfactory
documentation  relating thereto,  (vi) DBSI and its representatives shall have
completed  and be  satisfied  with the  results  of its  financial,  business,
environmental  and legal due  diligence,  (vii) the receipt and review (to our
reasonable  satisfaction)  of  independent  third party  reports as to certain
matters  customarily so reported upon in transactions of this type, (viii) the
availability of audited and unaudited historical financial statements of Newco
and the Acquired  Business and pro forma  financial  statements of Newco after
giving effect to the Transaction,  in each case reasonably acceptable to DBSI,
(ix) there not having been any material  disruption or material adverse change
in the  market  for new issues of high  yield  securities  or the  syndication
market for credit  facilities or the financial or capital  markets in general,
in the  judgment  of DBSI,  (x)  DBSI  having  been  engaged  to and  having a
reasonable  time to arrange the Bank  Financing  and market the Notes based on
DBSI's  experience in comparable  transactions,  and (xi) completion of credit
and other internal approvals.

         This letter is not  intended to be and should not be  construed  as a
commitment to provide or arrange, or to offer to provide or arrange,  the Bank
Financing,  the  underwriting,  sale or  placement  of the  Notes or any other
financing,  on terms described herein or otherwise.  Any such  commitment,  if
forthcoming,  would be evidenced by a separate written  agreement  executed by
DBSI (or a designated affiliate thereof).


                                      -3-


         Except as  otherwise  required  by law or unless  DBSI has  otherwise
consented in writing,  you are not authorized to show or circulate this letter
to any other person or entity (other than your legal or financial  advisors in
connection with your evaluation hereof and the Acquired Business and its legal
and financial advisors).

                                        Very truly yours,

                                        DEUTSCHE BANK SECURITIES INC.


                                        By: /s/ Sean Murphy
                                            -----------------------------
                                            Name:   Sean Murphy
                                            Title:  Managing Director


                                        By: /s/ Elizabeth Chang
                                            -----------------------------
                                            Name:   Elizabeth Chang
                                            Title:  Director