EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into this 19th day of August, 2003, by and between BULL RUN CORPORATION, a
Georgia corporation ("Seller"), and GRAY TELEVISION, INC., a Georgia corporation
("Purchaser").
WITNESSETH:
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
buy from Seller, One Million Seventeen Thousand Six Hundred Forty-Seven
(1,017,647) shares of no par value per share, Class A Common Stock of Gray
Television, Inc. ("Gray"), and Eleven Thousand Seven Hundred Fifty (11,750)
shares of no par value per share, Common Stock of Gray (together, the "Shares"),
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements, and upon the terms and subject to the
conditions hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. SALE OF SHARES
1.1 PURCHASE AND SALE OF SHARES OF GRAY. On the terms and subject
to the conditions set forth herein, Purchaser hereby purchases, accepts and
acquires the Shares from Seller, and Seller hereby sells, transfers, conveys,
assigns and delivers the Shares to Purchaser.
1.2 PURCHASE PRICE. The purchase price for the Shares (the
"Purchase Price") is Sixteen and 95/100 Dollars ($16.95) per share with the
aggregate amount to be paid by Purchaser to Seller equal to Seventeen Million
Four Hundred Forty-Eight Thousand Two Hundred Seventy-Nine and 15/100 Dollars
($17,448,279.15), payable by wire transfer to Seller.
2. REPRESENTATIONS AND WARRANTIES OF SELLER
2.1 OWNERSHIP OF THE SHARES. Seller hereby represents, warrants,
covenants and agrees with and to Purchaser that Seller hereby transfers the
Shares to Purchaser free and clear of any and all liens, restrictions, claims,
equities, options, charges, rights of first refusal, encumbrances, preemptive or
similar rights, or other restrictions whatsoever.
3. DELIVERABLES
3.1 DELIVERY BY SELLER.
(a) Seller shall deliver to Purchaser the stock certificate
evidencing the Shares, with stock powers duly executed by the appropriate
officers of the Seller so that the Shares may be duly registered in Purchaser's
name.
(b) Prior to the consummation of the purchase of the Shares by the
Purchaser, J. Mack Robinson or his affiliates shall have purchased from Seller
One Million (1,000,000) shares of Gray's Class A Common Stock for a purchase
price of $16.95 per share. Seller shall deliver to Purchaser evidence of the
completion of Mr. Robinson's (or his affiliates') purchase of such shares, prior
to the consummation of the purchase of the Shares by the Purchaser.
3.2 DELIVERY BY PURCHASER. Concurrent with the execution hereof,
Purchaser shall deliver the Purchase Price by wire transfer to.
[Account information intentionally left blank]
4. MISCELLANEOUS
4.1 ENTIRE AGREEMENT. This Agreement constitutes the sole
understanding of the parties with respect to the subject matter hereof. No
amendment, modification or alteration of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing and duly executed
by the parties hereto.
4.2 SUCCESSORS AND ASSIGNS. The terms, conditions and obligations
of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties hereto. Neither Seller nor
Purchaser may assign its rights, duties or obligations hereunder or any part
thereof to any other person or entity without the prior written consent of the
other party hereto.
4.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
4.4 HEADINGS. The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.
4.5 MODIFICATION AND WAIVER. Any of the terms or conditions of
this Agreement may be waived in writing at any time by the party which is
entitled to the benefits thereof. No waiver of any of the provisions of this
Agreement shall be deemed to or shall constitute a waiver of any other provision
hereof (whether or not similar).
4.6 GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Georgia without giving effect to
the principles of conflicts of law thereof.
4.7 NO THIRD-PARTY BENEFICIARIES. With the exception of the
parties to this Agreement, there shall exist no right of any person to claim a
beneficial interest in this Agreement or any rights occurring by virtue of this
Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf as of the day and year first above
written.
"Seller"
BULL RUN CORPORATION
By: /s/ Frederick J. Erickson
--------------------------
Name: Frederick J. Erickson
Title: Vice President - Finance,
Chief Financial Officer, Treasurer
and Assistant Secretary
"Purchaser"
GRAY TELEVISION, INC.
By: /s/ James C. Ryan
-----------------
Name: James C. Ryan
Title: Senior Vice President
and Chief Financial Officer