Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2020, MediaCo Holding Inc., an Indiana corporation ("MediaCo"), and Emmis Operating Company., an Indiana corporation ("Emmis"), entered into a certain Loan Proceeds Participation Agreement (the "LPPA") pursuant to which (i) Emmis agreed to use certain of the proceeds of the loan Emmis received pursuant to the Paycheck Protection Program under Division A, Title I of the CARES Act (the "PPP Loan") to pay certain wages of employees leased to MediaCo pursuant to that certain Employee Leasing Agreement, dated as of November 25, 2019, between Emmis and MediaCo (the "Leasing Agreement"), (ii) Emmis agreed to waive up to $1.5 million in reimbursement obligations of MediaCo to Emmis under the Leasing Agreement to the extent that the PPP Loan is forgiven, and (iii) MediaCo agreed to promptly pay Emmis an amount equal to thirty-one and fifty-sixth hundredths (31.56%) of the amount of the PPP Loan, if any, that Emmis is required to repay, up to the amount of the reimbursement obligations forgiven under (ii) above. Standard General L.P., on behalf of all of the funds for which it serves as an investment advisor, agreed to guaranty MediaCo's obligations under the LPPA. The foregoing description does not purport to be a complete statement of the terms and conditions of the transaction or the rights of the parties to the LPPA, and is qualified in its entirety by reference to the text of the LPPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporate herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under


           an Off-Balance Sheet Arrangement of a Registrant.

The information provided with respect to the LPPA under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.





Exhibit No.   Description
   10.1         Loan Proceeds Participation Agreement, dated April 22, 2020, between
              MediaCo Holding Inc. and Emmis Operating Company.

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