exv10w2



 






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
	 

	 	40 Monument Circle, Suite 700
	 

	 	Indianapolis, Indiana 46204
	 

	 	Attention: President and CEO
	 

	 	Facsimile: (317) 684-5583
	 
	 	 
	with copies (which shall not

constitute notice) to:

	 	Emmis Communications Corporation

3500 W. Olive Avenue, Suite 1450
	 

	 	Burbank, California 91505
	 

	 	Attention: Gary Kaseff
	 

	 	Facsimile: (818) 238-9158
	 
	 	 
	 

	 	Wiley Rein & Fielding LLP
	 

	 	1776 K Street, N.W.
	 

	 	Washington, D.C. 20006
	 

	 	Attention: Doc Bodensteiner
	 

	 	Facsimile: (202) 719-7049






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	 	Bose McKinney & Evans
	 

	 	2700 First Indiana Plaza
	 

	 	135 N. Pennsylvania Street
	 

	 	Indianapolis, Indiana 46204
	 

	 	Attention: David L. Wills
	 

	 	Facsimile: (317) 223-0125
	 
	 	 
	if to Buyer:

	 	LIN Television Corporation
	 

	 	11 Dupont Circle NW, Suite 365
	 

	 	Washington, DC 20036
	 

	 	Attention: Denise Parent
	 

	 	Facsimile: (202) 462-8285
	 
	 	 
	with a copy (which shall not

constitute notice) to:

	 	Weil, Gotshal and Manges LLP

200 Crescent Court, Suite 300
	 

	 	Dallas, Texas 75201
	 

	 	Attention: Glenn West
	 

	 	Facsimile: (214) 746-7777
	 
	 	 
	if to Escrow Agent:

	 	Bank of America
	 

	 	Private Banking
	 

	 	8300 Greensboro Drive
	 

	 	Third Floor
	 

	 	McLean, Virginia 22102
	 

	 	Attention: Betsy Duff, Vice President
	 

	 	Facsimile: (703) 761-9203





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: