EXHIBIT 2.2

                              GRAY TELEVISION, INC.
                            4370 PEACHTREE ROAD, N.E.
                             ATLANTA, GEORGIA 30319

August 2, 2005

Bull Run Corporation
4370 Peachtree Road N.E.
Atlanta, Georgia 30319

     Re: Triple Crown Media, Inc.

Gentlemen:

Reference is made to the Agreement and Plan of Merger (the "Merger Agreement")
proposed to be entered into by and among Triple Crown Media, Inc., a Delaware
corporation ("TCM"), BR Acquisition Corp, a Georgia corporation. and Bull Run
Corporation, a Georgia corporation ("Bull Run"), the Separation and the
Distribution Agreement proposed to be entered into by and between Gray
Television, Inc., a Georgia corporation ("Gray") and TCM (the "Separation and
Distribution Agreement"), and the transactions contemplated thereby. Capitalized
terms used but not otherwise defined in this letter (this "Letter Agreement")
shall have the meanings ascribed to such terms in the Merger Agreement.

In order to induce Bull Run to enter into the Merger Agreement, Gray represents
and warrants to Bull Run as follows:

1.   The execution and delivery of the Separation and Distribution Agreement by
     Gray and the consummation of the transactions contemplated thereby have
     been duly and validly authorized by all necessary corporate action on the
     part of Gray, and no other corporate proceedings on the part of Gray are
     necessary to authorize the Separation and Distribution Agreement or to
     consummate the transactions contemplated thereby.

2.   Upon the consummation of the transactions contemplated by the Separation
     and Distribution Agreement, TCM shall have all of the assets (tangible and
     intangible) necessary for the conduct of the business of TCM and its
     subsidiaries in the manner in which it was conducted by Gray on the date of
     the Separation and Distribution Agreement and as such business is proposed
     to be conducted by TCM following the consummation of the transactions
     contemplated by the Separation and Distribution Agreement, except for the
     assets referred to in Section 1.2 of the Separation and Distribution
     Agreement.

3.   Except as required by applicable Laws, TCM will have no liability for any
     liabilities arising under any employee benefit plan currently, formerly, or
     in the future maintained by Gray.



Bull Run Corporation
August 2, 2005
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In addition, in order to induce Bull Run to enter into the Merger Agreement,
Gray covenants and agrees as follows:

1.   During the period from the date on which the Merger Agreement is executed
     by the parties thereto and continuing until the earlier of the termination
     of the Merger Agreement pursuant to Article VII thereof and the Effective
     Time, Gray hereby covenants and agrees that, unless Bull Run shall
     otherwise agree in writing and unless otherwise expressly permitted under
     the Merger Agreement, Gray, TCM, and their respective subsidiaries shall
     use their commercially reasonable efforts to conduct the businesses of Gray
     Publishing LLC, a Delaware limited liability company and its subsidiaries,
     and neither Gray, TCM, nor any of their respective subsidiaries shall take
     any action with respect to such businesses except, in the ordinary course
     of business and in a manner consistent with past practice; and each of
     Gray, TCM, and their respective subsidiaries shall use commercially
     reasonable efforts to preserve substantially intact such businesses, to
     retain the services of the necessary current officers, employees and
     consultants of Gray, TCM and their respective subsidiaries who are employed
     in such businesses, and to preserve satisfactory relationships of Gray, TCM
     and their respective subsidiaries with customers, suppliers and other
     persons with which Gray, TCM or any of their respective subsidiaries has
     significant business relations with respect to such businesses.

2.   If and when (i) the Merger Agreement and the Separation and Distribution
     Agreement have been duly executed by the parties thereto, (ii) all of the
     conditions set forth in the Merger Agreement have been satisfied or waived
     and (iii) all of the conditions set forth in the Separation and
     Distribution Agreement have been satisfied or waived, Gray shall perform
     its obligations and agreements as set forth in the Separation and
     Distribution Agreement necessary to effect the Separation (as defined in
     the Separation and Distribution Agreement).

3.   Gray will not take any action which TCM would not be permitted to take
     under Section 5.04(e) of the Merger Agreement.

4.   Gray hereby, unconditionally and irrevocably, guarantees the due and
     punctual payment of any liability of TCM to Bull Run arising from a breach
     by TCM of any of the terms of the Merger Agreement; provided, however, that
     such guarantee shall have no force or effect following the Effective Time.
     To the fullest extent permitted by law, Gray hereby waives any and all
     defenses to such guarantee.

                                      * * *



Bull Run Corporation
August 2, 2005
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                                        Very truly yours,

                                        GRAY TELEVISION, INC.


                                        By: /s/ Robert S. Prather, Jr.
                                            ------------------------------------
                                        Name: Robert S. Prather, Jr.
                                        Title: President and Chief Operating
                                               Officer


ACKNOWLEDGED AND AGREED:

BULL RUN CORPORATION


By: /s/ Frederick J. Erickson
    ---------------------------------
Name: Frederick J. Erickson
Title: Vice President -- Finance