ITEM 1.01. Entry into a Material Agreement.

On August 20, 2012, subsidiaries of Emmis Communications Corporation (collectively, "Emmis"), a subsidiary of Grupo Radio Centro, S.A.B. de C.V. ("GRC") and certain of GRC's "Qualified Designees" (as defined in the Put and Call Agreement dated April 3, 2009 (as amended, the "Put and Call Agreement")) entered into a Third Amendment to Put and Call Agreement (the "Third Amendment") pursuant to which Emmis agreed to reinstate and extend until August 23, 2012 the Qualified Designees' right to purchase radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, CA (the "Station") for $85.5 million.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

On August 23, 2012, Emmis completed the sale of the Station pursuant to the Put and Call Agreement, as amended by the Third Amendment. Emmis received gross proceeds from the sale of $85.5 million, incurred approximately $1.9 million in transaction expenses and tax obligations, retained $4 million for working capital purposes, and is using the remaining $79.6 million to repay indebtedness under Emmis' senior credit facility.

Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words "expect," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

• general economic and business conditions;

• fluctuations in the demand for advertising and demand for different types of advertising media;

• our ability to service our outstanding debt;

• increased competition in our markets and the broadcasting industry;

• our ability to attract and secure programming, on-air talent, writers and photographers;

• inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;

• increases in the costs of programming, including on-air talent;

• inability to grow through suitable acquisitions;

• changes in audience measurement systems

• new or changing regulations of the Federal Communications Commission or other governmental agencies;

• competition from new or different technologies;

• war, terrorist acts or political instability; and

• other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

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