ESCROW AGREEMENT

Exhibit 10.2

ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (the “Agreement”) is made as of August 19, 2005 among Emmis Television Broadcasting, L.P., an Indiana limited partnership and Emmis Indiana Broadcasting, L.P., an Indiana limited partnership (collectively, “Seller”), LIN Television Corporation, a Delaware corporation (“Buyer”) and Bank of America, a national banking association (the “Escrow Agent”).

Recitals

     Seller, an affiliate of Seller, and Buyer are parties to an Asset Purchase Agreement of even date herewith pursuant to which Buyer is to deposit funds with the Escrow Agent in connection with the purchase and sale of the following television broadcast stations:

WALA-TV, Mobile, Alabama
WBPG(TV), Gulf Shores, Alabama
WLUK-TV, Green Bay, Wisconsin
WTHI-TV, Terre Haute, Indiana
KRQE(TV), Albuquerque, New Mexico
KBIM-TV, Roswell, New Mexico
KREZ-TV, Durango, Colorado

Agreement

     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller, Buyer and Escrow Agent hereby agree as follows:

     1. Escrow Account and Deposit. The Escrow Agent has established, or simultaneously with the execution hereof will establish, an account (the “Escrow Account”) into which Buyer has deposited, or within one (1) business day of the date of this Agreement will deposit, Nineteen Million Five Hundred Thousand Dollars ($19,500,000). Upon receipt thereof, the Escrow Agent shall provide Buyer and Seller confirmation thereof, and shall hold and disburse such deposit as set forth in this Agreement. Such deposit shall be invested in the Bank of America Business Investment Account. Such deposit, as increased or decreased based upon such investment results, is referred to herein as the “Deposit.” For tax purposes, interest and other income earned on the Deposit shall be reported as income of Buyer, the Escrow Agent shall file a Form 1099 consistent with such treatment, and Buyer shall provide Escrow Agent with executed Forms W-8 and W-9 (and any other information) as reasonably requested by Escrow Agent.

     2. Release of Deposit by Escrow Agent. The Escrow Agent shall promptly release all or a portion of the Deposit to Buyer or Seller, as the case may be, upon the first to occur of the following circumstances:

          (i) the Escrow Agent receives joint written instructions from Seller and Buyer directing the Escrow Agent to make such release; or

          (ii) the Escrow Agent receives a final order of a court of competent jurisdiction authorizing the Escrow Agent to make such release.

     3. Reliance by Escrow Agent. The Escrow Agent shall be entitled to rely upon and act in accordance with any of: (a) the joint written instructions of Seller and Buyer, and (b) a final order of a court of competent jurisdiction authorizing the Escrow Agent to release the Deposit, or any portion thereof, to Buyer or Seller.

     4. Conflicting Demands. If conflicting demands are made upon the Escrow Agent, the Escrow Agent shall not be required to resolve such controversy or take any action, but may await resolution of the controversy by joint instructions from Seller and Buyer or by appropriate legal proceedings.

     5. Indemnification; Fees of Escrow Agent. Buyer and Seller shall jointly and severally pay, and hold the Escrow Agent harmless against, all costs, charges, damages and attorneys’ fees which the Escrow Agent in good faith may incur or suffer in connection with or arising out of this Agreement. The Escrow Agent shall be entitled to a fee for services it renders hereunder in the amount of $1,500, which shall be paid one-half by Seller and one-half by Buyer.

     6. Rights and Duties of Escrow Agent.

          (a) No assignment of the interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in a form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent.

          (b) The Escrow Agent may rely or act upon orders or directions signed by the proper parties, or bearing a signature or signatures reasonably believed by the Escrow Agent to be genuine.

          (c) The Escrow Agent shall have no duties other than those expressly imposed on it herein and shall not be liable for any act or omission except for its own gross negligence or willful misconduct.

          (d) In the event that the Deposit or any proceeds thereof shall be attached, garnished, or levied upon by an order of any court, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

          (e) The Escrow Agent may resign by giving sixty (60) days written notice of resignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Seller and Buyer agree to appoint a successor escrow agent to which the Escrow Agent shall transfer the Deposit or any proceeds thereof then held in escrow under this

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Agreement. If a successor escrow agent has not been appointed and/or has not accepted such appointment by the end of the 30-day period, the Escrow Agent may at its sole option: (i) apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such a proceeding shall be paid one-half by Seller and one-half by Buyer, or (ii) continue to hold the Deposit until it receives an order from a court of competent jurisdiction or joint written instructions of Seller and Buyer directing the Escrow Agent to release the Deposit.

     7. Disputes. In the event of any disagreement between any of the parties resulting in conflicting or adverse claims or demands being made to the Deposit, the Escrow Agent shall be entitled, at its sole option, to refuse to comply with or recognize any such claims or demands as long as the disagreement shall continue, and in doing so, Escrow Agent shall not become liable in any way to any person for failure or refusal to comply with such conflicting or adverse claims or demands, and its duties hereunder with regard to such disputed Deposit shall be suspended until the rights of the claimants have been fully adjudicated or the differences adjusted between the parties and the Escrow Agent shall have been notified thereof in writing signed by all parties interested. In the event the differences between the parties with regard to the disputed Deposit have not been adjusted, and the Escrow Agent has been so notified, within ten (10) days following receipt of notice by Escrow Agent of conflicting or adverse claims or demands, Escrow Agent may, but shall not be obligated to, interplead the disputed Deposit in court, and thereupon Escrow Agent shall be fully and completely discharged of its duties as Escrow Agent with regard to the Deposit. The parties shall be jointly and severally liable to Escrow Agent for all fees and expenses, including legal fees, incurred by Escrow Agent in exercising its rights.

     8. Notices. Any notice or other communication required or permitted hereunder shall be deemed to have been sufficiently given when delivered personally, by facsimile or by such other method (including recognized air courier or registered or certified mail, return receipt requested), addressed as follows:

if to Seller:		c/o Emmis Communications Corporation
		One Emmis Plaza
		00 Xxxxxxxx Xxxxxx, Xxxxx 000
		Xxxxxxxxxxxx, Xxxxxxx 00000
		Attention: President and CEO
		Facsimile: (000) 000-0000
with copies (which shall not constitute notice) to:		Emmis Communications Corporation 0000 X. Xxxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, Xxxxxxxxxx 00000
		Attention: Xxxx Xxxxxx
		Facsimile: (000) 000-0000
		Xxxxx Xxxx & Fielding LLP
		0000 X Xxxxxx, X.X.
		Xxxxxxxxxx, X.X. 00000
		Attention: Doc Xxxxxxxxxxxx
		Facsimile: (000) 000-0000

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		Bose XxXxxxxx & Xxxxx
		0000 Xxxxx Xxxxxxx Xxxxx
		000 X. Xxxxxxxxxxxx Xxxxxx
		Xxxxxxxxxxxx, Xxxxxxx 00000
		Attention: Xxxxx X. Xxxxx
		Facsimile: (000) 000-0000
if to Buyer:		LIN Television Corporation
		00 Xxxxxx Xxxxxx XX, Xxxxx 000
		Xxxxxxxxxx, XX 00000
		Attention: Xxxxxx Parent
		Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:		Weil, Gotshal and Xxxxxx LLP 000 Xxxxxxxx Xxxxx, Xxxxx 000
		Xxxxxx, Xxxxx 00000
		Attention: Xxxxx Xxxx
		Facsimile: (000) 000-0000
if to Escrow Agent:		Bank of America
		Private Banking
		0000 Xxxxxxxxxx Xxxxx
		Xxxxx Xxxxx
		XxXxxx, Xxxxxxxx 00000
		Attention: Xxxxx Xxxx, Vice President
		Facsimile: (000) 000-0000

or to such other address as may be specified by any party in a written notice to the other parties.

     9. Governing Law. This Agreement shall be construed under the laws of the District of Columbia.

     10. Waiver. This Agreement may be amended or modified, and any term may be waived, only if such amendment, modification or waiver is in writing and signed by all parties.

     11. No Third Party Beneficiaries. This Agreement is a personal one, the duty of the Escrow Agent being only to the parties hereto, their successors or assigns, and to no other person whatsoever.

     12. Counterparts. This Agreement may be executed in separate counterparts.

     13. Assignment. No rights, obligations or liabilities hereunder shall be assignable by any party without the prior written consent of the other parties. No assignment shall relieve any party of its obligations or liability under this Agreement.

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[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO ESCROW AGREEMENT

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective duly authorized officers all as of the day and year first above written.

BUYER:	LIN TELEVISION CORPORATION
	By:
		Name:
		Title:
SELLER:	EMMIS TELEVISION BROADCASTING, L.P.
	By:	Emmis Operating Company, its general partner
	By:
		Name:
		Title:
	EMMIS INDIANA BROADCASTING, L.P.
	By:
		Name:
		Title:
ESCROW AGENT:	BANK OF AMERICA
	By:
		Name:
		Title: