Item 8.01 Other Events.

On May 30, 2012, certain subsidiaries of Emmis Communications Corporation (the "Company") closed on the financing under a Participation Agreement (the "Participation Agreement") with Wells Fargo Bank Northwest, National Association (the "Holder") and Teachers Insurance and Annuity Association of America ("TIAA"). Pursuant to the Participation Agreement, the Holder sold to TIAA a 100% participation interest in a 4.10% promissory note issued, jointly and severally, by a special-purpose subsidiary (the "Financing Subsidiary") and a subsidiary of the Financing Subsidiary (the "License Subsidiary") which was formed to hold the Federal Communications Commission license (the "FCC License") for WEPN(FM) (f/k/a WRKS(FM)), 98.7FM, New York, NY in the principal amount of approximately $82.2 million (the "Note"). The Note will mature on August 1, 2024 and bears interest at a rate equal to 4.10% per annum. The Note is secured by, among other things, an equity pledge agreement, a security agreement and assignment of certain agreements to the Holder. As evidence of TIAA's purchase of the participation interest in the Note, TIAA received a Pass-Through Certificate which entitles TIAA to receive payments made under the Note. In its capacity as the trustee, the Holder receives fees and expenses for undertaking certain obligations related to the Note. The net proceeds from the Note were used by the Financing Subsidiary to pay transaction expenses and to pay a dividend to certain Emmis entities for purposes of debt reduction and general corporate purposes. Approximately $74.7 million of such net proceeds were used to repay indebtedness under the senior credit agreement of Emmis Operating Company, including all amounts then outstanding under its revolver.

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