Exhibit 2
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STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of October 10, 2006 (this
"AGREEMENT"), is by and between Xxxxxxxx Capital, Ltd., a Texas limited
partnership ("SELLER"), and Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P., a
Delaware limited partnership ("BUYER" and together with Seller the "PARTIES").
RECITALS
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A. Seller owns one share of Class C Common Stock, par value $0.01
(the "SHARE"), of LIN TV Corp. (the "COMPANY").
B. Buyer desires to purchase the Share from Seller.
C. The Parties desire to enter into this Agreement.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is mutually agreed as follows:
SECTION 1. Sale of the Share.
1.1. Sale. Subject to the terms and conditions set forth in this
Agreement, Seller hereby sells, assigns, transfers and conveys to Buyer and
Buyer acquires and purchases from Seller, all right, title and interest of
Seller, in and to the Share in exchange for the consideration set forth on
Schedule 1.1 hereto paid to Seller via check on the date hereof.
1.2. Delivery of Share Certificate. Concurrently herewith, Seller is
delivering to Buyer the stock certificate representing the Share, together with
a duly endorsed stock power in the form attached hereto as Exhibit A.
SECTION 2. Representations and Warranties of Seller. Seller hereby
represents and warrants:
2.1. Organization and Valid Existence. Seller is a Texas limited
partnership duly formed and validly existing under the laws of the state of its
formation with full right, power and authority to execute, deliver and perform
this Agreement.
2.2. Authority; Due Execution; Validity of Agreement. Seller has full
power and authority to execute, deliver and perform this Agreement, and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by Seller of this Agreement have been authorized by all necessary
partnership action on behalf of Seller. This Agreement has been duly and validly
authorized, executed and delivered by Seller and (assuming the due
authorization, execution and delivery by Buyer) this Agreement constitutes the
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms.
2.3. No Conflict. Neither the execution, delivery and performance of
this Agreement, nor the consummation of the transactions contemplated hereby,
nor compliance with the terms hereof, shall: (a) conflict with or violate any
provision of Seller's organizational documents; (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default under any terms, conditions or provisions of, or otherwise interfere
with, any contract or any other instrument or obligation to which Seller is
bound; (c) conflict with, violate or result in a breach of, or constitute a
default under, any law, statute, rule, judgment, order, decree, injunction,
ruling or regulation of any governmental entity to which Seller is subject; or
(d) require Seller to give notice to, or obtain an authorization, approval,
order, license, franchise, declaration or consent of, or make any filing with,
any third party, including without limitation, any governmental entity.
2.4. Seller's Title to the Share. Seller is the sole and exclusive
record and beneficial owner of the Share free and clear of any and all liens or
other encumbrances of any type. Seller does not own any other shares of Class C
stock other than the Share.
SECTION 3. Representations and Warranties of Buyer. Buyer hereby
represents, warrants and agrees as follows:
3.1. Organization and Valid Existence. Buyer is a Delaware limited
partnership duly formed and validly existing under the laws of the state of its
formation with full right, power and authority to execute, deliver and perform
this Agreement.
3.2. Authority; Due Execution; Validity of Agreement. Buyer has full
power and authority to execute, deliver and perform this Agreement, and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by Buyer of this Agreement have been authorized by all necessary
corporate action on behalf of Buyer. This Agreement has been duly and validly
authorized, executed and delivered by Buyer and (assuming the due authorization,
execution and delivery by Seller) this Agreement constitutes the legal, valid
and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms.
3.3. No Conflict. Neither the execution, delivery and performance of
this Agreement, nor the consummation of the transactions contemplated hereby,
nor compliance with the terms hereof, shall: (a) conflict with or violate any
provision of Buyer's organizational documents; (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default under any terms, conditions or provisions of, or otherwise interfere
with, any contract or any other instrument or obligation to which Buyer is
bound; (c) conflict with, violate or result in a breach of, or constitute a
default under, any law, statute, rule, judgment, order, decree, injunction,
ruling or regulation of any governmental entity to which Buyer is subject; or
(d) require Buyer to give notice to, or obtain an authorization, approval,
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order, license, franchise, declaration or consent of, or make any filing with,
any third party, including without limitation, any governmental entity.
3.4. Non-Reliance and Access to Information. As a major shareholder of
the Company, and with one of its indirect partners on the board of directors of
the Company, Buyer has access to all material, non-public information concerning
the Company and its direct and indirect subsidiaries that any director of the
Company may have. Buyer is not relying on any disclosure or non-disclosure made
or not made by the Seller or Xxxxxxx X. Xxxxxxxx ("XXXXXXXX") to Buyer in
connection with the Company.
3.5. Investment Intent. Buyer is acquiring the Share for investment
and not with a view toward any distribution thereof. Buyer will not sell or
otherwise transfer the Share except in compliance with all applicable federal
and state securities laws.
SECTION 4. Survival. Each of the representations, warranties,
covenants and agreements of the Parties in this Agreement shall survive the
consummation of the transactions contemplated hereby.
SECTION 5. Indemnification; Payment of Fees. Buyer hereby agrees to
indemnify Seller, each of its partners, and Xxxxxxxx against any claim, loss,
damage, liability or expense (including reasonable attorneys' fees, court costs
and costs of investigation and appeal) suffered or incurred by Seller, any of
its partners, or Xxxxxxxx by reason of, arising from or relating to Seller's
ownership of the Share or the service of Xxxxxxxx as a director of the Company,
except to the extent any of the foregoing is determined by a final,
nonappealable order of a court of competent jurisdiction to have been caused by
the gross negligence, willful misconduct or bad faith of Seller or Xxxxxxxx.
Buyer hereby agrees to reimburse Seller for the actual fees and expenses of
Seller's attorneys, Xxxxxx, Xxxx & Xxxxxxxx LLP, to the extent incurred by
Seller in connection with the negotiation and execution of this Agreement and
the sale of the Share (such fees and expenses not to exceed $25,000 in the
aggregate).
SECTION 6. Governing Law; Submission to Jurisdiction. This Agreement,
and all claims or causes of action (whether in contract or tort) that may be
based upon, arise out of or relate to this Agreement or the negotiation,
execution or performance of this Agreement (including any claim or cause of
action based upon, arising out of or related to any representation or warranty
made in or in connection with this Agreement), shall be governed by and
construed in accordance with the internal laws of the State of Texas. Any action
against any Party relating to the foregoing shall be brought in any federal or
state court of competent jurisdiction located within the State of Texas, and the
Parties hereto hereby irrevocably submit to the exclusive jurisdiction of any
federal or state court located within the State of Texas over any such action.
The parties hereby irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any
such action brought in such court or any defense of inconvenient forum for the
maintenance of such action.
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SECTION 7. Entire Agreement. This Agreement constitutes the full and
entire agreement among the Parties with regard to the subject hereof, and
supersedes all prior negotiations, representations, promises or warranties (oral
or otherwise) made by any Party with respect to the subject matter hereof. No
Party has entered into this Agreement in reliance upon any other Party's prior
representation, promise or warranty (oral or otherwise) except for those that
may be expressly set forth in this Agreement.
SECTION 8. Amendments. No amendment, modification or waiver in respect
of this Agreement shall be effective unless it shall be in writing and signed by
each of the Parties.
SECTION 9. Third Party Beneficiaries. Nothing in this Agreement,
express or implied, shall give to any person other than the parties hereto any
benefit or any legal or equitable right, remedy or claim under this Agreement.
Notwithstanding the foregoing, Xxxxxxxx and each partner of Seller is an
intended third party beneficiary of Paragraph 5 of this Agreement.
SECTION 10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
shall, taken together, be considered one and the same agreement, it being
understood that all of the Parties need not sign the same counterpart. Copies of
executed counterparts transmitted by telecopy or other electronic transmission
service shall be considered original executed counterparts, provided that
receipt of copies of such counterparts is confirmed.
[SIGNATURE PAGE FOLLOWS]
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XXXXXXXX CAPITAL, LTD.
By: /s/ Xxxxxxx X. Fojtaske
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Name: Xxxxxxx X. Xxxxxxxx
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Title: General Partner
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HICKS, MUSE, XXXX & XXXXX EQUITY FUND III, L.P.
By: HM3/GP PARTNERS, L.P., ITS GENERAL PARTNER
By: XXXXX, MUSE GP PARTNERS III, L.P., ITS GENERAL
PARTNER
By: XXXXX MUSE FUND III INCORPORATED, ITS GENERAL
PARTNER
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President and Chief Financial Officer
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