Item 1.01. Entry into a Material Definitive Agreement.

Waiver and Amendment to Credit Agreement

On August 3, 2012, Emmis Communications Corporation ("Emmis") and certain of its subsidiaries entered into a Waiver and Amendment (the "Waiver and Amendment") in connection with their senior secured credit facility in order (i) to allow Emmis to retain up to $4,000,000 of the proceeds from the sale, by certain of its subsidiaries, of certain station assets subject to that certain LMA Agreement, dated as of April 3, 2009, among such subsidiaries, Grupo Radio Centro LA, LLC and Grupo Radio Centro S.A.B. de.C.V. (the "Retention"), (ii) to provide for an increase in the exit fee from 6% to 7% under that certain backstop letter, dated as of March 27, 2011, on amounts outstanding after application of proceeds from the sale above that are subject to the backstop letter and only in the event of such Retention and (iii) to allow Emmis to enter into a local programming and marketing agreement with a purchase obligation for the associated station assets, for a monthly fee payable under such local programming and marketing agreement not to exceed $5,000 and a purchase price under the associated purchase obligation not to exceed $375,000.

This summary of terms of the Waiver and Amendment is not complete and is qualified in its entirety by the terms and conditions of the Waiver and Amendment.

Third Amendment to Note Purchase Agreement

On August 3, 2012, Emmis entered into an amendment to that certain Note Purchase Agreement, dated as of November 10, 2011 (as amended) with Zell Credit Opportunities Master Fund, L.P. to allow for the entry into the agreements and consummation of the transactions described above in connection with the Waiver and Amendment.

This summary of terms of the amendment is not complete and is qualified in its entirety by the terms and conditions of the agreement.

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