SC 13D/A

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                SCHEDULE 13D
                                 (Rule 13D)
                   Under the Securities Exchange Act of 1934
                             (Amendment No. 2)


                     Emmis Communications Corporation
                              (Name of Issuer)


                6.25% Series A Cumulative Convertible Preferred Stock
                   Class A Common Stock, par value $0.01 per share
                           (Title of Class of Securities)

                                   291525202
                                   291525103
                                 (CUSIP number)

                               Steven M. Kleiman
                            Zazove Associates, LLC
                             1001 Tahoe Blvd.
                        Incline Village, NV 89451
                             (775) 886-1500
           (Name, Address and Telephone Number of Person Authorized to
                     Receive Notices and Communications)

                               January 31, 2012
            (Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following
box [ ].

Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).



CUSIP No. 291525103

  1.  Names of Reporting Persons.  Zazove Associates, LLC
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   Delaware


                   7.  Sole voting power       491,510 (1)
Number of
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  491,510 (1)
each
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     491,510 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [X]

     The Preferred Shares included in row (11) exclude the Preferred
     Shares held by the other parties to the Lock-Up Agreement described
     in Item 4 and attached as an Exhibit hereto.  The aggregate
     Preferred Shares held by the parties to the Lock-Up Agreement as of
     the date of this filing is 811,420, which represents 33.50% of the
     outstanding Preferred Shares.  This calculation assumes that the
     Shares purchased by the Issuer pursuant to the Total Return Swap
     Transactions are treated as outstanding, which may not be the case.
     If the Preferred Shares that were purchased by the issuer in the
     Total Return Swap transactions are treated as redeemed or otherwise
     not eligible to be voted, then the aggregate beneficial ownership
     of the parties to the Lock-Up Agreement would represent 86.54%
     of the Preferred Shares.

     The Preferred Shares held by the parties to the Lock-Up Agreement are,
     in the aggregate, convertible into 1,979,864 shares of Class A Common
     Stock, which represents 5.50% of the outstanding shares of Class A
     Common Stock.

     The foregoing percentage is based on 34,007,279 shares of
     Class A Common Stock outstanding as of January 4, 2012,
     as disclosed in the Issuer's most recent Form 10Q filed
     with the SEC on January 12, 2012, plus 1,979,864 shares of
     Class A Common Stock that would be issued upon conversion of the
     811,420 shares of Preferred Shares beneficially held by
     the parties to the Lock-Up Agreement.

13.  Percent of Class Represented by Amount in Row (11)
     20.29% (1)

14.  Type of Reporting Person (see instructions)   IA


(1)  Reporting Person beneficially owns 491,510 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,199,284 shares of Class A Common Stock.  The calculation of
     percentage ownership of the Preferred Shares is based upon
     2,422,320 outstanding Preferred Shares as of Februrary 1, 2012 based
     on disclosures in the Issuer's TENDER OFFER STATEMENT UNDER SECTION
     14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent
     Schedule 8-K's filed by Issuer with details regarding additional
     redemptions of Preferred Shares. The 2,422,320 outstanding Preferred
     Shares assumes that the shares purchased by the Issuer pursuant to the
     Total Return Swap Transactions remain outstanding, which may
     not be the case.  If the Preferred Shares that were purchased
     by the issuer in the Total Return Swap transactions are treated
     as redeemed or otherwise not eligible to be voted, then the
     Reporting Person's beneneficial ownership in the Preferred
     Shares would represent 52.42% of the Class represented in Row 11.


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

  1.  Names of Reporting Persons.  Zazove Associates, Inc.
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   Illinois


                   7.  Sole voting power       491,510 (1)
Number of
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  491,510 (1)
each
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     491,510 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [X]
     The Preferred Shares included in row (11) exclude the Preferred
     Shares held by the other parties to the Lock-Up Agreement described
     in Item 4 and attached as an Exhibit hereto.  The aggregate
     Preferred Shares held by the parties to the Lock-Up Agreement as of
     the date of this filing is 811,420, which represents 33.50% of the
     outstanding Preferred Shares.  This calculation assumes that the
     Shares purchased by the Issuer pursuant to the Total Return Swap
     Transactions are treated as outstanding, which may not be the case.
     If the Preferred Shares that were purchased by the issuer in the
     Total Return Swap transactions are treated as redeemed or otherwise
     not eligible to be voted, then the aggregate beneficial ownership
     of the parties to the Lock-Up Agreement would represent 86.54%
     of the Preferred Shares.

     The Preferred Shares held by the parties to the Lock-Up Agreement are,
     in the aggregate, convertible into 1,979,864 shares of Class A Common
     Stock, which represents 5.50% of the outstanding shares of Class A
     Common Stock.

     The foregoing percentage is based on 34,007,279 shares of
     Class A Common Stock outstanding as of October 6, 2011,
     as disclosed in the Issuer's most recent Form 10Q filed
     with the SEC on October 13, 2011, plus 1,979,864 Class A
     Common Stock that would be issued upon conversion of the
     811,420 shares of Preferred Shares beneficially held by
     the parties to the Lock-Up Agreement.

13.  Percent of Class Represented by Amount in Row (11)
     20.29% (1)

14.  Type of Reporting Person (see instructions)   CO, HC


(1)  Reporting Person beneficially owns 491,510 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,199,284 shares of Class A Common Stock.  The calculation of
     percentage ownership of the Preferred Shares is based upon
     2,422,320 outstanding Preferred Shares as of Februrary 1, 2012 based
     on disclosures in the Issuer's TENDER OFFER STATEMENT UNDER SECTION
     14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent
     Schedule 8-K's filed by Issuer with details regarding additional
     redemptions of Preferred Shares. The 2,422,320 outstanding Preferred
     Shares assumes that the shares purchased by the Issuer pursuant to the
     Total Return Swap Transactions remain outstanding, which may
     not be the case.  If the Preferred Shares that were purchased
     by the issuer in the Total Return Swap transactions are treated
     as redeemed or otherwise not eligible to be voted, then the
     Reporting Person's beneneficial ownership in the Preferred
     Shares would represent 52.42% of the Class represented in Row 11.

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

  1.  Names of Reporting Persons.  Gene T. Pretti
  2.  Check the Appropriate Box if a Member of a Group (see instructions)
      (a) [ ]
      (b) [X]

  3.  SEC USE ONLY

  4.  Source of Funds (see instructions)  OO

  5.  Check if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) [ ] or 2(e) [ ]

  6.  Citizenship or Place of Organization   United States


                   7.  Sole voting power       491,510 (1)
Number of
shares             8.  Shared Voting Power         -0-
beneficially
owned by           9.  Sole Dispositive Power  491,510 (1)
each
reporting          10. Shared Dispositve Power     -0-
person
with

11.  Aggregate Amount Beneficially Owned by Each Reporting Person
     491,510 (1)

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (see instructions) [X]
     The Preferred Shares included in row (11) exclude the Preferred
     Shares held by the other parties to the Lock-Up Agreement described
     in Item 4 and attached as an Exhibit hereto.  The aggregate
     Preferred Shares held by the parties to the Lock-Up Agreement as of
     the date of this filing is 811,420, which represents 33.50% of the
     outstanding Preferred Shares.  This calculation assumes that the
     Shares purchased by the Issuer pursuant to the Total Return Swap
     Transactions are treated as outstanding, which may not be the case.
     If the Preferred Shares that were purchased by the issuer in the
     Total Return Swap transactions are treated as redeemed or otherwise
     not eligible to be voted, then the aggregate beneficial ownership
     of the parties to the Lock-Up Agreement would represent 86.54%
     of the Preferred Shares.

     The Preferred Shares held by the parties to the Lock-Up Agreement are,
     in the aggregate, convertible into 1,979,864 shares of Class A Common
     Stock, which represents 5.50% of the outstanding shares of Class A
     Common Stock.

     The foregoing percentage is based on 34,007,279 shares of
     Class A Common Stock outstanding as of October 6, 2011,
     as disclosed in the Issuer's most recent Form 10Q filed
     with the SEC on October 13, 2011, plus 1,979,864 Class A
     Common Stock that would be issued upon conversion of the
     811,420 shares of Preferred Shares beneficially held by
     the parties to the Lock-Up Agreement.

13.  Percent of Class Represented by Amount in Row (11)
     20.29% (1)

14.  Type of Reporting Person (see instructions)   IN, HC

(1)  Reporting Person beneficially owns 491,510 shares of 6.25% Series
     A Cumulative Convertible Preferred Stock (the "Preferred Shares"),
     which are convertible as of the date of this Schedule 13D into
     1,199,284 shares of Class A Common Stock.  The calculation of
     percentage ownership of the Preferred Shares is based upon
     2,422,320 outstanding Preferred Shares as of Februrary 1, 2012 based
     on disclosures in the Issuer's TENDER OFFER STATEMENT UNDER SECTION
     14(D)(1) OR 13(E)(1) filed on December 1, 2011 and subsequent
     Schedule 8-K's filed by Issuer with details regarding additional
     redemptions of Preferred Shares. The 2,422,320 outstanding Preferred
     Shares assumes that the shares purchased by the Issuer pursuant to the
     Total Return Swap Transactions remain outstanding, which may
     not be the case.  If the Preferred Shares that were purchased
     by the issuer in the Total Return Swap transactions are treated
     as redeemed or otherwise not eligible to be voted, then the
     Reporting Person's beneneficial ownership in the Preferred
     Shares would represent 52.42% of the Class represented in Row 11.


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

CUSIP  291525103


Item 1. Security and Issuer.
        This Schedule 13D relates to 6.25% Series A Cumulative
        Convertible Preferred Stock (the "Preferred Shares") of
        Emmis Communications Corporation, an Indiana corporation
        (the "Issuer" or "Emmis").

        The address of the executive offices of the Issuer is
        One Emmis Plaza, 40 Monument Circle, Suite 700,
        Indianapolis, IN 46204.


Item 2.	Identity and Background.

        (a) Name of Persons Filing
            This Schedule 13D is being filed by Zazove Associates, LLC, a
            Delaware limited liability company; Zazove Associates, Inc., an
            Illinois corporation and Gene T. Pretti (referred to collectively as
            the "Reporting Persons").

        (b) Residence or business address
            The principal address of the Reporting Persons is
            1001 Tahoe Blvd., Incline Village, NV 89451

        (c) Present Principal Occupation
            Zazove Associates, LLC, a Delaware limited liability company
            is a registered investment advisor.
            The Preferred Shares are held in accounts over which
            Zazove Associates, LLC has discretionary authority.
            Zazove Associates, Inc., an Illinois corportation
            is the managing member of Zazove Associates, LLC.  Gene T. Pretti
            is a control person of Zazove Associates, Inc. and CEO and Sr.
            Portfolio Manager of Zazove Associates, LLC.

        (d)-(e) During the past five years, none of the Reporting Persons
            have (i) been convicted in any criminal proceeding, or (ii)
            been a party to any civil proceeding commenced before a judicial
            or administrtative body of competent jurisdiction and as a
            result of such proceeding was or is now subject to a judgment,
            decree or final order enjoining future violations of,
            or prohibiting or mandating activities subject to, federal
            or state securities laws or finding any violation
            with respect to such laws.

        (f) Citizenship
            Zazove Associates, LLC is organized under the laws of Delaware.
            Zazove Associates, Inc. is organized under the laws of Illinois.
            Gene T. Pretti is a citizen of the United States.


Item 3. Source and Amount of Funds or Other Consideration
        Zazove Associates, LLC has discretionary authority with regard to
        accounts that expended $6,374,953 of investment capital in the aggregate
        in acquiring the 6.25% Series A Cumulative Convertible Preferred Stock
        (the "Preferred Shares") beneficially held by the Reporting Persons,
        which Preferred Shares are convertible into Class A Common Stock.


Item 4. Purpose of Transaction

On December 1, 2011, Emmis launched a modified "Dutch auction" tender offer
to purchase up to $6,000,000 in value of Preferred Shares at a price per share
not less than $12.50 and not greater than $15.56 (the "Tender Offer").
The Tender Offer expired at on December 30, 2011. Emmis purchased
164,400 Preferred Shares pursuant to the Tender Offer
representing approximately 6.3% of the issued and outstanding
Preferred Shares. Per its Form 8-K dated January 24, 2012, Emmis
announced that it had purchased and additional 25,700 Preferred
Shares at an average price of $21.50 per share.

Prior to commencement of the Tender Offer, Emmis entered into securities
purchase agreements structured as "total return swaps" (the "Purchase
Agreements") with holders of Preferred Shares representing a total of
1,484,679 Preferred Shares (the "Purchased Shares"). As disclosed in
Emmis' Form 10-Q filed on January 12, 2012, Emmis has taken the position
that while the Purchased Shares are considered extinguished for accounting
purposes, such shares are not retired for record purposes.  On this basis,
Emmis has asserted that the Purchased Shares remain outstanding and
eligible to be voted with Emmis having the authority to direct the voting
of the Purchase Shares per the terms of the Purchase Agreements.

Furthermore, as disclosed in the Offer to Purchase filed by Emmis on
December 1, 2011, if Emmis is able to obtain the ability to direct the
vote of at least 66 2/3% of the issued and outstanding Preferred Shares
following the completion of the Tender Offer, Emmis may elect to, among
other things, amend or eliminate various rights of the Preferred Shares,
including but not limited to: (i) reducing or eliminating the liquidation
preference of the Preferred Shares, (ii) removing the ability of the
holders of Preferred Shares to require Emmis to repurchase all or any
portion of such holders' Preferred Shares upon a change of control or
certain going-private transactions, (iii) removing Emmis' obligation
to pay to holders of Preferred Shares the amount of dividends in
respect of their Preferred Shares that are currently accrued and unpaid,
(iv) changing the designation of the Preferred Shares from "Cumulative"
to "Non-Cumulative" such that dividends or distributions on the
Preferred Shares shall cease to accrue, (v) eliminating the rights
of the holders of Preferred Shares to nominate directors to Emmis'
Board of Directors as a result of arrearages in dividends, and (vi)
eliminating the restrictions on Emmis' ability to pay dividends or
make distributions on its Common Shares prior to paying accrued and
unpaid dividends or distributions on Preferred Shares. If the
above-described amendments are made, the market value of the Preferred
Shares remaining outstanding will be materially and adversely affected,
and Emmis may engage in various actions that are currently prohibited
or limited by the various terms and provisions of the Preferred Shares.

On December 12, 2011 Zazove Associates, LLC, Corre Opportunities
Fund, L.P., Kevan A. Fight and DJD Group, LLLP (collectively, the
"Locked-Up Holders") entered into a written lock-up agreement
(the "Lock-Up Agreement") pursuant to which, among other things,
each of them agreed, subject to certain exceptions, not to sell,
assign, transfer, hypothecate or otherwise dispose of, directly
or indirectly, including, without limitation, by any "total return swap"
arrangement or derivative transaction, or any other agreement, arrangement
or understanding which could cause the ability to direct the vote of the
Preferred Shares to be transferred or otherwise restricted, (i) any
Preferred Shares or (ii) any option, interest in or right to acquire
any Preferred Shares, in either case absent the prior written consent
of at least two Locked-Up Holders that hold at least two thirds of the
Preferred Shares subject to the Lock-Up Agreement and unless the
transferee thereof agrees in writing to be bound by the terms of
the Lock-Up Agreement by executing and delivering a joinder to all
Locked-Up Holders. The Locked-Up HOlders executed an Amendment to
the Lock-Up Agreement dated January 31, 2012 to extend the stated
term of the Lock-Up Agreement to April 30, 2012 (the "Amendment").
An additional party, First Derivative Traders LP, joined the
Lock-Up Agreement and Amendment.

The description of the Lock-Up Agreement and the Amendment
in this Schedule 13D is qualified in its entirety by reference to
full text of the Lock-Up Agreement and Amendment, copies of which are
filed herewith as an Exhibit and is hereby incorporated herein by reference.

The Reporting Persons acquired beneficial ownership and continues to
beneficially hold the shares reported herein for investment purposes.
The Reporting Person may from time to time engage the Issuer,
its representatives or other relevant parties in discussions relevant
to the investment in the Issuer.  Depending on market conditions and
other factors that the Reporting Persons may deem material to its
investment decisions, the Reporting Persons may sell all or a portion
of its shares, or may purchase additional securities of the
Issuer, on the open market or in a private transaction,
in each case as permitted by the Lock-up Agreement and Amendment.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would
result in any of the actions specified in clauses
(b) through (j) of Item 4 of Schedule 13D of the Act.


Item 5. Interest in Securities of the Issuer


(a)  Reporting Persons beneficially owns 491,510 shares Preferred
     Shares, which represents 20.29% of the Preferred Shares, which
     is based upon 2,422,320 outstanding Preferred Shares as of
     February 1, 2012 as disclosed in the Issuer's TENDER OFFER
     STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) filed on
     December 1, 2011 and subsequent Schedule 8-K's filed by
     Issuer with details regarding additional redemptions of
     Preferred Shares. The 2,422,320 outstanding Preferred Shares
     assumes that the shares purchased by the Issuer pursuant to
     the Total Return Swap Transactions remain outstanding, which
     may not be the case. If the Preferred Shares that were purchased
     by the issuer in the Total Return Swap transactions are treated
     as redeemed or otherwise not eligible to be voted, then the
     Reporting Person's beneneficial ownership in the Preferred
     Shares would represent 52.42% of the Class represented in Row 11.


(b)  The Reporting Persons have sole voting and dispostive power
     with regard to the Preferred Shares that it beneficially holds.

(c)  Dujring the past 60 days, the Reporting Persons acquired
     additional Preferred Shares in the secondary market as follows:

Trade		          Unit
Date	        Quantity  Price 	 Amount
12/01/2011	 1,100 	  $15.61 	$17,171.00
12/02/2011	   100 	  $15.44 	$1,541.00
12/05/2011	 1,438 	  $15.60 	$22,427.19
12/08/2011	 1,104 	  $15.61 	$17,233.44
12/12/2011	 2,600 	  $15.61 	$40,586.00
12/13/2011       2,901    $15.61        $45,284.61
12/14/2011       2,400    $15.61        $37,464.00
12/16/2011       2,210    $15.56        $34,387.16
12/16/2011	 5,530 	  $15.56	$86,045.69
12/16/2011	 1,660    $15.56	$25,829.27
12/19/2011	    56 	  $15.51	$868.56
12/20/2011	   700 	  $15.51	$10,857.00
12/28/11           300    $15.51        $4,653.00



(d)  Not applicable.

(e)  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships
        with Respect to Securities of the Issuer

Other than the Lock-Up Agreement and Amendment, none of the Reporting
Persons have any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of
the Issuer.

Item 7. Materials to be Filed as Exhibits

Lock-Up Agreement dated December 12, 2011 between Zazove
Associates, LLC and the other parties signatory thereto.
Amendment dated January 31, 2012 between Zazove
Associates, LLC and the other parties signatory thereto.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.


                                          February 3, 2012
                                                 Date

                                          Zazove Associates, LLC
                                          /s/ Steven M. Kleiman
                                                 Signature
                                          Steven M. Kleiman, COO
                                                 Name/Title


                                          Zazove Associates, Inc.
                                          /s/ Steven M. Kleiman
                                                 Signature
                                          Steven M. Kleiman, CFO
                                                 Name/Title

                                          /s/ Gene T. Pretti

EX-1

EXECUTION VERSION
LOCK-UP AGREEMENT
      This Lock-up Agreement (this "Agreement"), is dated as of July 9,
2010, and is made by and among the undersigned parties (each, a "Locked-Up
Holder" and, collectively, the "Locked-Up Holders"), each solely in its
capacity as a beneficial owner (as defined below)  of certain shares of
6.25% Series A Cumulative Convertible Preferred Stock issued by Emmis
Communications Corporation (the "Preferred Shares").
RECITALS
A.	On May 25, 2010, Emmis Communications Corporation ("Emmis")
executed an agreement and plan of merger (the "Merger Agreement"),
that if consummated would result in Emmis being taken private by
Jeffrey H. Smulyan ("Smulyan"), Emmis' Chairman, Chief Executive
Officer and President.  The Merger Agreement provides for a series of
transactions, each conditioned upon the other, including, (a) the
exchange of outstanding Preferred Shares for new 12% PIK Senior
Subordinated Notes due 2017 with a principal amount equal to 60% of
the aggregate liquidation preference (excluding accrued and unpaid
dividends) of the Preferred Shares (the "Exchange Offer"), (b) the
repurchase of shares of Class A Common Stock of Emmis for $2.40
per share (the "Share Repurchase") and (c) amendments to the terms
of the Preferred Shares (such amendments or any other amendment or
amendments that adversely affect the rights or preferences of the
holders of Preferred Shares, whether or not proposed in connection
with the Merger Agreement, the "Proposed Amendments" and
together with the Exchange Offer and the Share Repurchase, the
"Proposed Transactions").
B.	If the Proposed Transactions are completed, the Merger Agreement
provides for the merger of JS Acquisition Inc. ("JS Acquisition"), an
entity formed by Smulyan, into Emmis.  Emmis would be taken
private and each outstanding (a) Common Share (as defined below)
that is not owned by JS Acquisition and (b) Preferred Share (owned by
anyone else other than Alden Global Capital or its affiliates
(collectively, "Alden")) will be converted into the right to receive cash
from Emmis.
AGREEMENT
      NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Locked-Up Holders hereby agree as follows:
      1.	Agreement.  Solely in its capacity as a beneficial owner of
Preferred Shares, each Locked-Up Holder covenants and agrees that during
the term of this Agreement, (a) it will vote or cause to be voted any and all
of its Preferred Shares beneficially owned by it (whether beneficially owned
by it on the date hereof or with respect to which beneficial ownership is
acquired by it after the date hereof (such Preferred Shares with respect to
which beneficial ownership is acquired after the date hereof, the "Future
Preferred Shares")) against the Proposed Amendments unless the Requisite
Locked-Up Holders (as defined below) shall have consented in writing to a vote
in favor of the Proposed Amendments and (b) it will take all necessary action
to achieve the foregoing.  In furtherance of such agreement, a party may be
appointed at the direction or consent of Locked-Up Holders party hereto
beneficially owning two-thirds of the Subject Preferred Shares to act as the
true and lawful attorney and agent in the Locked-Up Holders' respective
name, place and stead, to vote as their proxy as a beneficial owner of
Preferred Shares against the Proposed Amendments, and to act as fully as the
Locked Up-Holders could do if personally present at such meeting or as agent
for the Locked-Up Holders in connection with the submission of a proxy, and,
in any such case, with indemnifications, as necessary or appropriate, and as
may be agreed to by the Locked-Up Holders.  The proxy and power of
attorney granted by the Locked-Up Holder shall be irrevocable during the
term of this Agreement, and shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy.  Each Locked-Up Holder
represents and warrants that it has not given any other proxy or power of
attorney related to the Proposed Amendments that has not been revoked by an
effective revocation thereof, and during the term of this Agreement, each
Locked-Up Holder shall not without the prior written consent of the Requisite
Locked-Up Holders grant any such proxy or power of attorney. In the event of
a stock dividend or distribution, or any change in the Preferred Shares by
reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, the term "Preferred Shares" will be deemed to
refer to and include all such stock dividends and distributions and any shares
into which or for which any or all of the Preferred Shares may be changed or
exchanged.
      2.	Sale/Acquisition.
	(a) For a period commencing with the date hereof until the earlier of
the termination of this Agreement pursuant to Section 4 hereof and the
consummation of Proposed Transactions previously consented to in writing by
the Requisite Locked-Up Holders (which consent shall expressly refer to this
Section 2), each Locked-Up Holder hereby agrees not to sell, assign, transfer,
hypothecate or otherwise dispose of, directly or indirectly, (i) any Preferred
Shares or (ii) any option, interest in or right to acquire any Preferred
Shares,in either case absent the written consent of the Requisite Locked-Up
Holders and unless the transferee thereof agrees in writing to be bound by the
terms of this Agreement by executing and delivering to all Locked Up Holders
a joinder substantially in the form attached hereto as Annex A. In the event
any Locked-Up Holder receives the written consent of the Requisite Locked-Up
Holders to effect any of the transactions described in the foregoing clauses
(i) and (ii), it shall give written notice to all Locked-Up Holders no later
than the first business day after giving effect to any such transaction. This
Agreement shall in no way be construed to preclude the Locked-Up Holders from
acquiring Future Preferred Shares or Common Shares or any interest therein;
provided, that any Future Preferred Shares so acquired shall automatically be
deemed to be subject to the terms and conditions of this Agreement for so
long as this Agreement remains in effect; provided further, that a Locked-Up
Holder shall give written notice to all Locked-Up Holders no later than the
first business day after acquiring beneficial ownership of any such Future
Preferred Shares or Common Shares.
	(b) Each Locked-Up Holder further agrees that, without the prior
written consent of the Requisite Locked-Up Holders it shall not, and shall
cause its affiliates and associates (each as defined in Rule 12b-2 under the
Exchange Act) not to enter into any agreement, arrangement or understanding
with any person for the purpose of holding, voting or disposing of any
securities of Emmis, or derivative instruments with respect to securities of
Emmis; provided, however, any Locked-Up Holder may, or may cause its
affiliates and associates to enter into any agreement, arrangement or
understanding with any person for the purpose of acquiring any securities of
Emmis, or derivative instruments with respect to securities of Emmis.  If a
Locked-Up Holder shall enter into an agreement, arrangement or
understanding to effect any of the foregoing, the Locked-Up Holder shall give
written notice to all Locked-Up Holders no later than the first business day
after entering into any such agreement, arrangement or understanding
      3.	Ownership and Authority; Additional Information.  Each
Locked-Up Holder shall deliver to Gibson Dunn & Crutcher LLP ("Gibson
Dunn"), a beneficial ownership certificate, substantially in the form attached
hereto as Annex B (the "Ownership Certificate"), promptly upon any change
(by acquisition, sale or otherwise) of its beneficial ownership of Preferred
Shares or Common Shares.  In addition, each Locked-Up Holder agrees to
promptly furnish to Gibson Dunn (a) any information necessary or appropriate
for the making of any required or advisable public filing or amendment
thereto and (b) any other information supplementing information contained in
any publicly filed statement or amendment thereto as is necessary in order to
make the statements contained in such publicly filed statement or amendment
not misleading.
      4.	Conditions; Termination.
            (a)	This Agreement shall automatically terminate upon the
earlier of (i) September 30, 2010 and (ii) the written notice of the Requisite
Locked-Up Holders of the termination of this Agreement; and
            (b)	In the event of termination of this Agreement pursuant
to this Section 4, the obligations of the Locked-Up Holders hereunder shall
cease, and no party shall have any liability to any other party hereunder;
provided, however, that no such termination shall relieve any party of
liability for any willful and material breach of this Agreement prior to the
effectiveness of such termination.
      5.	Representations and Warranties.  Each of the Locked-Up
Holders hereby represents and warrants as to itself, that the following
statements are true, correct and complete, as of the date hereof:
            (a)	Lawful and Beneficial Ownership.  It is the lawful and
beneficial owner of the Emmis securities and swaps or other derivative
transactions relating to Emmis securities set forth on the signature page
hereto.
            (b)	Securities Laws.  Neither it nor its affiliates or
associates (i) is the beneficial owner of any securities of Emmis or is a
party to any swaps or other derivative transactions relating to securities of
Emmis, other than as described in the signature page hereto or (ii) has any
agreement, arrangement or understanding with any person for the purpose of
acquiring, holding, voting or disposing of any securities of Emmis.
            (c)	Power and Authority.  It has all requisite power and
authority to enter into this Agreement and to perform its respective
obligations under this Agreement.
            (d)	Authorization.  The execution and delivery of this
Agreement and the performance of its obligations hereunder have been duly
authorized by all necessary action on its part.
      6.	Acknowledgement.   Each Locked-Up Holder agrees that it
shall be responsible for compliance with any obligations such Locked-Up
Holder may have pursuant to Section 13(d) or Section 16 of the Exchange
Act, if any, to the extent it may be deemed part of a "Group" within the
meaning of Rule 13d-5(b) under the Exchange Act or otherwise relating to its
beneficial ownership of securities of Emmis (including, without limitation,
making all filings, if any, required to be made by it on Schedule 13D and
Forms 3, 4 and 5), it being agreed that no Locked-Up Holder shall be
responsible for any such non-compliance by any other Locked-Up Holder
other than itself.
      7.	Effectiveness.  This Agreement shall not become effective and
binding on the parties hereto unless and until counterpart signature pages
hereto shall have been executed and delivered by the parties hereto and it is
executed by beneficial owners of at least one-third (1/3) of the aggregate
outstanding Preferred Shares.
      8.	Miscellaneous.
            (a)	Additional Signatories.  Additional beneficial owners of
Preferred Shares, with the prior consent of the Requisite Locked-Up Holders,
may join and be bound by all of the terms of this Agreement by executing and
delivering to all Locked-Up Holders a joinder substantially in the form
attached hereto as Annex A.
            (b)	Definitions.  As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
            (i)	"beneficially own" or "beneficial ownership" with
respect to any securities shall mean having "beneficial ownership" of
such securities as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
            (ii)	"Common Shares" shall mean shares of Emmis'
Class A, Class B or Class C Common Stock.
            (iii)	"Requisite Locked-Up Holders" shall mean
Locked-Up Holders party hereto beneficially owning more than one-
half of the Subject Preferred Shares.
            (iv)	"Subject Preferred Shares" shall mean the
Preferred Shares beneficially owned by the Locked-Up Holders on the
date hereof and any Future Preferred Shares.
      9.	Amendments.  This Agreement may not be modified or
amended except in a writing signed by Locked-Up Holders party hereto
beneficially owning more than two-thirds of the Subject Preferred Shares;
provided, however, the obligations of each party to this Agreement, including,
without limitation, with respect to the term of this Agreement under Section
4(a) hereto, may not be materially increased without the consent of Locked-
Up Holders party hereto beneficially owning more than two-thirds of the
Subject Preferred Shares plus each adversely affected party.
      10.	Governing Law; Jurisdiction.  This Agreement shall be
construed in accordance with, and this Agreement shall be governed by, the
laws of the State of New York, without regard to any conflicts of law
provision which would require the application of the law of any other
jurisdiction.  By its execution and delivery of this Agreement, each of the
Locked-Up Holders hereby irrevocably and unconditionally agrees for itself
that any legal action, suit or proceeding against it with respect to any
matter under or arising out of or in connection with this Agreement or for
recognition or enforcement of any judgment in any such action, suit or
proceeding, may be brought in any federal or state court of competent
jurisdiction in the Borough of Manhattan of The City of New York.
      By execution and delivery of this Agreement, each Locked-Up Holder
hereby irrevocably accepts and submits itself to the exclusive jurisdiction of
any such court, generally and unconditionally, with respect to any such action,
suit or proceeding and hereby waives any defense of forum non conveniens or
based upon venue if such action, suit or proceeding is brought in accordance
with this provision.
      11.	Headings.  The headings of the Sections, paragraphs and
subsections of this Agreement are inserted for convenience only and shall not
affect the interpretation hereof.
      12.	Limitation on Assignment; Successors and Permitted Assigns.
None of the parties hereto may assign any of its respective rights or
obligations under this Agreement.  This Agreement is intended to bind and
inure to the benefit of the parties and their respective successors, heirs,
executors, administrators and representatives.
      13.	Notice.  Any notices or other communications to one or more
Locked-Up Holders required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, by telecopier or
registered or certified mail, postage prepaid, return receipt requested, at the
names and addresses on the applicable signature page or pages hereto, with a
copy to, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New
York  10166-0193, Attn:  Michael Rosenthal, Esq.  Any notice or
communication to any party shall be deemed to have been given or made as of
the date so delivered, if personally delivered; on the date actually received
if sent by registered or certified mail, postage prepaid; and when receipt is
acknowledged, if telecopied.
      14.	No Agency or Advisory Relationship.  Except as expressly
provided herein, each Locked-Up Holder is acting independently of the others
with respect to its investment in securities of Emmis and no Locked-Up
Holder has the authority to represent or bind any other Locked-Up Holder.
Each Locked-Up Holder (either itself or together with its investment manager)
is a sophisticated financial investor that has conducted and will continue to
conduct its own investigation into the affairs of Emmis as it may deem
necessary for the purposes of its own investment, and no Locked-Up Holder is
providing any other Locked-Up Holder with investment, tax, legal or other
advice. No Locked-Up Holder is a fiduciary of any other Locked-Up Holder.
      15.	Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement.  Faxed or pdf signatures shall be valid
and binding for all purposes.
      16.	Coordination of Public Statements.  Each Locked-Up Holder
agrees that it shall, and shall cause its affiliates to, consult with the other
Locked-Up Holders prior to making any public announcement concerning
Emmis and/or its investment in Emmis and, where the Requisite Locked-Up
Holders object to all or any part of a public announcement, not make such
public announcement except to the extent it is believed in good faith, based on
the advice of counsel, to be required by applicable law or regulation.
      17.	Expenses.  Locked-Up Holders party hereto beneficially
owning more than two-thirds of the Subject Preferred Shares may from time
to time agree in writing that certain expenses to be incurred in connection
with their respective investments in the Preferred Stock shall be "Joint
Expenses" for purposes of this Section 17.  Unless otherwise agreed, any Joint
Expenses will be for the ratable account of the Locked-Up Holders in accordance
with the percentage of the Preferred Shares beneficially owned by them as of
the date of the designation of such expenses as Joint Expenses (disregarding,
for this purpose, any shares held by another Locked-Up Holder that may be
deemed to be beneficially owned solely by virtue of the Locked-Up Holders
being deemed a "group" within the meaning of Rule 13d-5(b) under the
Exchange Act).  Amounts incurred by a Locked-Up Holder with respect to
Joint Expenses in excess of its ratable share will be reimbursed by the other
Locked-Up Holders on demand upon presentation of appropriate supporting
documentation.  Other than Joint Expenses, each Locked-Up Holder shall bear
its own costs and expenses in connection with this Agreement and its
investment in Emmis.
      18.	Liability.  No Locked-Up Holder nor any of its affiliates, or
any of their respective partners, members, employees, counsel, agents or
representatives shall be liable to any other Locked-Up Holder or its
affiliates, in each case for any loss, liability, damage or expense arising
out of or in connection with this Agreement or any Schedule 13D, or amendment
thereto, filed by any Locked-Up Holder or its affiliates, or the actions or
transactions contemplated hereby or thereby, except to the extent such loss,
liability, damage or expense is caused by such party's actual and material
breach of the express provisions of this Agreement, gross negligence, fraud,
bad faith or willful misconduct.
      19.	No Third Party Beneficiaries.  Unless expressly stated herein,
this Agreement shall be solely for the benefit of the parties hereto and no
other person or entity.
      20.	Specific Performance.  It is understood and agreed by each of
the parties hereto that money damages would not be a sufficient remedy for
any breach of this Agreement by any party and each non-breaching party shall
be entitled to specific performance and injunctive or other equitable relief
as a remedy for any such breach.
      21.	Further Acknowledgement.  The parties to this Agreement
agree and acknowledge that certain Locked-Up Holders are executing this
Agreement as investment advisors for, and on behalf of, certain investment
funds identified on such Locked-Up Holders' signature pages.
Notwithstanding the foregoing, by executing this Agreement, each such
Locked-Up Holder executing this Agreement in such capacity further
represents and warrants to the other Locked-Up Holders that (i) it has the
requisite power and authority to agree to all of the matters set forth in this
Agreement with respect to the Emmis securities such Locked-Up Holder
beneficially owns (including those set forth on its signature page), (ii) it
has the full authority on behalf of all such funds to vote, transfer and hold
all the Emmis securities such Locked-Up Holder beneficially owns, and (iii) it
has all requisite power and authority to enter into this Agreement and to
perform its respective obligations under, this Agreement, on behalf of each
such fund.

* * * * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized officer as of
the date first above written.

LOCKED-UP HOLDER

DJD GROUP


By:	/s/ Don DeFosset
	Name: Don DeFosset
	Title:  General Partner

Address: 3203 Bayshore Blvd
#19P
City/State/Zip: Tampa, FL 33629
Country: USA

Telecopy: 813 902 9408

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 101,210
Common  Shares Beneficially
Owned by Such Locked-Up
Holder: 0



LOCKED-UP HOLDER

DOUBLE DIAMOND
PARTNERS

By:	/s/ Kevan A. Fight
	Name:  Kevan A. Fight
	Title:  General Partner

Address: 6787 Walter Waite Ct.
City/State/Zip:  Brecksville, OH
44141
Country: US

Telecopy:___________________
__________

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 51,000
Common  Shares Beneficially
Owned by Such Locked-Up
Holder:




LOCKED-UP HOLDER

RADOFF FAMILY
FOUNDATION

By:	/s/ Bradley L. Radoff
	Name:  Bradley L. Radoff
	Title:  President

Address: 1177 West Loop South,
Suite 1625
City/State/Zip:  Houston, TX
77027
Country: United States

Telecopy: 832 202 0207
Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 10,000

Common  Shares Beneficially
Owned by Such Locked-Up
Holder: N/A


LOCKED-UP HOLDER

BRADLEY L. RADOFF


By:	/s/ Bradley L. Radoff
	Name:  Bradley L. Radoff
	Title:

Address: 1177 West Loop South,
Suite 1625
City/State/Zip:  Houston, TX
77027
Country: United States

Telecopy: 832 202 0207

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 37,500
Common  Shares Beneficially
Owned by Such Locked-Up
Holder: N/A



LOCKED-UP HOLDER

R2 INVESTMENTS, LDC


By: Amalgamated Gadget, L.P,
its Investment 	Manager
By:  Scepter Holdings, Inc., its
General Partner

By:	/s/ Noel Nesser
	Name: Noel Nesser
	Title: CFO & Treasurer

Address: 301 Commerce Street
Suite 3200
City/State/Zip: Ft. Worth, TX
76102
Country: USA

Telecopy: 817 332 7463

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 337,050
Common  Shares Beneficially
Owned by Such Locked-Up
Holder: zero


LOCKED-UP HOLDER

ZAZOVE AGGRESSIVE
GROWTH FUND, L.P.

By:  Zazove Associates LLC, its
General Partner

By:	/s/ Steven M. Kleiman
	Name:  Steven M. Kleiman
	Title:  Chief Operating
Officer

Address: 1001 Tahoe Blvd.
City/State/Zip: Incline Village,
NV  89451
Country: USA

Telecopy: 847 239 7101

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 117,098
Common  Shares Beneficially
Owned by Such Locked-Up
Holder: 0



LOCKED-UP HOLDER

THIRD POINT LLC


By:	/s/ James P. Gallagher
	Name:  James P. Gallagher
	Title: Chief Administrative
Officer

Address: 390 Park Avenue, 18th
floor
City/State/Zip: New York, NY
10022
Country: USA

Telecopy: 212 318 3809

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 216,000
Common  Shares Beneficially
Owned by Such Locked-Up
Holder: N/A


LOCKED-UP HOLDER

LKCM PRIVATE DISCIPLINE
MASTER FUND, SPC

By:	/s/ J. Bryan King
	Name: J. Bryan King
	Title:  Vice President of
LKCM Alternative
Management, LLC, general
partner of LKCM
Private Discipline Management,
L.P., general
partner of LKCM Private
Discipline Master
Fund, SPC

Address: 301 Commerce Street.
Suite 1600
City/State/Zip: Fort Worth Texas
76102
Country: USA

Telecopy: 817-332-4630

Preferred Shares Beneficially
Owned by Such Locked-Up
Holder: 100,000
Common  Shares Beneficially
Owned by Such Locked-Up
Holder:	N/A


ANNEX A

This Joinder to the Lock-Up Agreement, dated as of July 9, 2010, by and
among the Locked-Up Holders signatory thereto (the "Agreement"), is
executed and delivered by _________________ (the "Joining Party") as of
__________, 2010. Each capitalized term used herein but not otherwise
defined shall have the meaning set forth in the Agreement.
1.	Agreement to be Bound.  The Joining Party hereby agrees to join and
be bound by all of the terms of the Agreement.  The Joining Party shall
hereafter be deemed to be a "Locked-Up Holder" for all purposes
under the Agreement.
2.	Representations and Warranties. The Joining Party hereby makes, as
of the date hereof, the representations and warranties of the Locked-
Up Holders set forth in the Agreement in Sections 1 and 5 thereof.
3.	Governing Law.  This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York, without
regard to any conflicts of law provisions which would require the
application of the law of any other jurisdiction.
* * * * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.

JOINING PARTY

___________________________
_________


By:
	Name:
	Title:

Address:
___________________________
__
City/State/Zip:_______________
__________
Country:___________________
___________

Telecopy:___________________
__________

Preferred Shares Beneficially
Owned by Such Joining Party:
____________________


Common  Shares Beneficially
Owned by Such Joining Party:
____________________



ANNEX B

OWNERSHIP CERTIFICATE

      This Ownership Certificate, dated as of        , 2010 is being delivered
pursuant to Section 3 of the Lock-Up Agreement (the "Agreement"), dated as
of July 9, 2010, by and among the Locked-Up Holders  signatory thereto.
The undersigned, on behalf of itself and its affiliates, certifies, represents
and warrants that, as of the date hereof, it has acquired or transferred and
is the beneficial owner of Preferred Shares and Common Shares of Emmis as
follows.

Preferred
Shares
Class A
Common
Stock
Class B
Common
Stock
Class C
Common
Stock
Previously
Owned




Acquired





Transferred





Current
Ownership




      The undersigned, on behalf of itself and its affiliates, further
certifies, represents and warrants that, as of the date hereof, it does not
beneficially own any other securities of Emmis other than as set forth herein,
and that it is not a party to any swaps or other derivative transactions
relating to Preferred Shares or Common Shares of Emmis, except as disclosed on
Schedule 1 hereto.
* * * * *
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



      IN WITNESS WHEREOF, the undersigned has caused this Ownership
Certificate to be executed and delivered by its duly authorized officer as of
the date first above written.

LOCKED-UP HOLDER

___________________________
_________


By:
	Name:
	Title:

Address:
___________________________
__
City/State/Zip:_______________
__________
Country:___________________
___________

Telecopy:___________________
__________



SCHEDULE 1
[NONE]



Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.

EX-2

AMENDMENT NO. 1 AND EXTENSION to LOCK-UP AGREEMENT
This Amendment No. 1 and Extension to Lock-up Agreement (this "Amendment"),
is dated as of January 31, 2012, and amends, and extends the termination
date under, the Lock-up Agreement (the "Agreement") made by and among the
undersigned parties (each, a "Locked-Up Holder" and, collectively, the
"Locked-Up Holders"), each solely in its capacity as a beneficial owner
(as defined below) of shares of 6.25% Series A Cumulative Convertible
Preferred Stock (the "Preferred Shares") and all holders of such shares,
the "Preferred Shareholders") issued by Emmis Communications Corporation
("Emmis").
RECITALS
A.	The undersigned Locked-Up Holders wish to amend the Agreement to
extend the stated term thereof to April 30, 2012.
B.	Capitalized terms used herein without definition and defined in the
Agreement shall have the meanings ascribed thereto in the Agreement when
used herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Locked-Up Holders
hereby agree as follows:
1.	Amendment.  Section 4(a)(i) of the Agreement is hereby amended by
deleting the reference to "January 31, 2012" and replacing it with "April 30,
2012".
2.	Effect of Amendment.  Except as expressly set forth in Section 1 above,
the parties hereto hereby agree that the Agreement shall continue in full force
and effect without other modification thereto, and the parties hereto shall
continue to be bound thereby on the terms and conditions set forth therein, as
modified by Section 1 above.
3.	Ownership and Authority; Additional Information.  Each Locked-Up Holder
shall deliver to Gibson Dunn & Crutcher LLP ("Gibson Dunn"), at the address
provided in Section 13 of the Agreement, a revised beneficial ownership
certificate, substantially in the form attached as Annex B (the "Ownership
Certificate") to the Agreement, promptly upon any change (by acquisition,
sale or otherwise) of its beneficial ownership of Preferred Shares or
Common Shares.  In addition, each Locked-Up Holder agrees to promptly furnish
to Gibson Dunn (a) any information necessary or appropriate for the making of
any required or advisable public filing or amendment thereto and (b) any
other information supplementing information contained in any publicly filed
statement or amendment thereto as is necessary in order to make the statements
contained in such publicly filed statement or amendment not misleading.
4.	Representations and Warranties.  Each of the Locked-Up Holders hereby
represents and warrants as to itself, that the following statements are true,
correct and complete, as of the date hereof:
(a)	Beneficial Ownership.  It is the beneficial owner of the Emmis
securities and swaps or other derivative transactions relating to Emmis
securities set forth on the signature page hereto.
(b)	Securities Laws.  Neither it nor its affiliates or associates (i)
is the beneficial owner of any securities of Emmis or is a party to any
swaps or other derivative transactions relating to securities of Emmis,
other than as described in the signature page hereto or (ii) has any agreement,
arrangement or understanding with any person for the purpose of acquiring,
holding, voting or disposing of any securities of Emmis,
other than this Agreement.
(c)	Power and Authority.  It has all requisite power and authority to
enter into this Agreement and to perform its respective obligations under
this Agreement.
(d)	Authorization.  The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all
necessary action on its part.
5.	Acknowledgement.   Each Locked-Up Holder agrees that it shall be
responsible for compliance with any obligations such Locked-Up Holder may
have pursuant to Section 13(d) or Section 16 of the Exchange Act, if any,
to the extent it may be deemed part of a "Group" within the meaning of
Rule 13d-5(b) under the Exchange Act or otherwise relating to its beneficial
ownership of securities of Emmis (including, without limitation, making all
filings, if any, required to be made by it on Schedule 13D and Forms 3, 4
and 5), it being agreed that no Locked-Up Holder shall be responsible for
any such non-compliance by any other Locked-Up Holder other than itself.
6.	Effectiveness.  This Amendment shall not become effective and

binding on the parties hereto unless and until counterpart signature pages
hereto shall have been executed and delivered by the Requisite Locked-Up
Holders.
7.	Miscellaneous.
(a)	Additional Signatories.  Additional beneficial owners of Preferred
Shares, with the prior consent of the Requisite Locked-Up Holders, may join
and be bound by all of the terms of the Agreement, as amended hereby, by
executing and delivering to all Locked-Up Holders a joinder substantially
in the form attached to the Agreement as Annex A.
(b)	References to Agreement.  Upon effectiveness of this Amendment,
all referenced to the Agreement shall mean the Agreement, as amended hereby.
8.	Amendments.  This Amendment may not be modified or amended except
in a writing signed by the Requisite Locked-Up Holders.
9.	Governing Law; Jurisdiction.  This Amendment shall be construed
in accordance with, and this Amendment shall be governed by, the laws of
the State of New York, without regard to any conflicts of law provision
which would require the application of the law of any other jurisdiction.
By its execution and delivery of this Amendment, each of the Locked-Up
Holders hereby irrevocably and unconditionally agrees for itself that
any legal action, suit or proceeding against it with respect to any matter
under or arising out of or in connection with this Amendment or for
recognition or enforcement of any judgment in any such action, suit or
proceeding, may be brought in any federal or state court of competent
jurisdiction in the Borough of Manhattan of The City of New York.
By execution and delivery of this Amendment, each Locked-Up Holder hereby
irrevocably accepts and submits itself to the exclusive jurisdiction of
any such court, generally and unconditionally, with respect to any such
action, suit or proceeding and hereby waives any defense of forum non
conveniens or based upon venue if such action, suit or proceeding is
brought in accordance with this provision.
10.	Headings.  The headings of the Sections, paragraphs and subsections
of this Amendment are inserted for convenience only and shall not affect
the interpretation hereof.
11.	Limitation on Assignment; Successors and Permitted Assigns.
None of the parties hereto may assign any of its respective rights or
obligations under the Agreement.  The Agreement, as amended hereby, is
intended to bind and inure to the benefit of the parties and their
respective successors, heirs, executors, administrators and representatives.
12.	Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same agreement.  Faxed or pdf
signatures shall be valid and binding for all purposes.
13.	Further Acknowledgement.  The parties to this Amendment agree
and acknowledge that certain Locked-Up Holders are executing this
Amendment as investment advisors for, and on behalf of, certain investment
funds and institutional separate accounts. Notwithstanding the foregoing,
by executing this Amendment, each such Locked-Up Holder executing this
Amendment in such capacity further represents and warrants to the other
Locked-Up Holders that (i) it has the requisite power and authority to

agree to all of the matters set forth in this Amendment with respect to
the Emmis securities such Locked-Up Holder beneficially owns in its
capacity as investment advisor with discretionary authority, (ii) it
has the full authority on behalf of all such funds and accounts to
vote, transfer and hold all the Emmis securities such Locked-Up Holder
beneficially owns, and (iii) it has all requisite power and authority
to enter into this Amendment and to perform its respective obligations
under, this Amendment, on behalf of each such fund.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered by its duly authorized officer as of the
date first above written.

LOCKED-UP HOLDER

Zazove Associates LLC

By:
	Name: Steven M. Kleiman
	Title:  Chief Operating Officer

Address: 1001 Tahoe Blvd.
City/State/Zip: Incline Village, NV 89451
Country: USA

Telecopy: (847) 239-7101

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 491,510

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized officer
as of the date first above written.

LOCKED-UP HOLDER

Corre Opportunities Fund, LP

By:
	Name: John Barrett
	Title:  Managing Partner

Address: 1370 Avenue of the Americas, 29th Floor
City/State/Zip: New York, NY 10019
Country: USA

Telecopy: (646) 863-7161

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 179,850


Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized
officer as of the date first above written.

LOCKED-UP HOLDER

DJD Group LLLP

By:
	Name: Don DeFosset
	Title:  General Partner

Address: 4221 W. Boy Scout Blvd. Suite 1000
City/State/Zip: Tampa, FL 33607
Country: USA

Telecopy: (813) 902-9408

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 76,810

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized
officer as of the date first above written.

LOCKED-UP HOLDER


By:
	Name: Kevan A. Fight
	Title:  N/A

Address: 6787 Walter Waite Ct.
City/State/Zip: Brecksville, Ohio 44141
Country: USA

Telecopy: (440) 570-0202

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 57,750

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-

 LOCKED-UP HOLDER


First Derivative Traders LP
By: First Derivative management LLC

By:
	Name: Marten Hirsch
	Title:  Managing Member

Address: 1319 Rutland Lane
City/State/Zip: Wynnewood, PA 19096
Country: USA

Email: mhirsch@fdrv.net

Preferred Shares Beneficially Owned by Such Locked-Up Holder: 5,500

Common Shares Beneficially Owned by Such Locked-Up Holder: -0-