WITNESSETH:Supplemental Indenture • September 9th, 2002 • Gray Television Inc • Television broadcasting stations • New York
SECOND AMENDED AND RESTATED LOAN AGREEMENT among GRAY COMMUNICATIONS SYSTEMS, INC., as Borrower; THE FINANCIAL INSTITUTIONS SIGNATORY HERETO, as Lenders; and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders INDEXLoan Agreement • October 15th, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
andAsset Purchase Agreement • August 14th, 1997 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • North Carolina
EXHIBIT 10.1 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of this 8th day of April, 2004, with an Effective Date as set forth in Section 1 hereof, by and among GRAY...Loan Agreement • May 7th, 2004 • Gray Television Inc • Television broadcasting stations • Georgia
ARTICLE 1. DEFINITIONS AND REFERENCESAsset Purchase Agreement • March 31st, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
EXHIBIT 10.4 ESCROW AGREEMENTEscrow Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • District of Columbia
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of April 22, 2002, and made by and among Gray Communications Systems, Inc., a Georgia corporation (the "Company"), and each of the other...Registration Rights Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
FOURTH AMENDED AND RESTATED LOAN AGREEMENT among GRAY TELEVISION, INC., as Borrower; THE FINANCIAL INSTITUTIONS SIGNATORY HERETO, as Lenders; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders; BANK OF AMERICA, N.A., as...Loan Agreement • November 8th, 2002 • Gray Television Inc • Television broadcasting stations • Georgia
GRAY TELEVISION, INC. 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 29, 2017Underwriting Agreement • December 4th, 2017 • Gray Television Inc • Television broadcasting stations • New York
Gray Television, Inc., a Georgia corporation (the “Company”) confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company of a total of 15,000,000 shares (the “Initial Securities”) of the Company’s common stock, no par value per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,250,000 additional shares of Common Stock (the “Option
GRAY COMMUNICATIONS SYSTEMS, INC., As Issuer,Indenture • March 27th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
EXHIBIT 10.1 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of this 28th day of May, 2004, with an Effective Date as set forth in Section 4 hereof, by and among GRAY TELEVISION,...Loan Agreement • August 9th, 2004 • Gray Television Inc • Television broadcasting stations • Georgia
RECITALSExchange Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
BY AND AMONGStock Purchase Agreement • March 4th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations
ARTICLE IPreferred Stock Purchase Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
BY AND AMONGAgreement and Plan of Merger • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
EXHIBIT 1.1 GRAY TELEVISION, INC. 9 1/4% Senior Subordinated Notes Due 2011 [FORM OF UNDERWRITING AGREEMENT] September -, 2002 WACHOVIA SECURITIES, INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. ALLEN & COMPANY LLC c/o Wachovia...Gray Television Inc • September 4th, 2002 • Television broadcasting stations • New York
Exhibit 10.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2013 • Gray Television Inc • Television broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2013, by and among Gray Television, Inc., a Georgia corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC (“Wells Fargo”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and RBC Capital Markets, LLC (together with Wells Fargo and Merrill Lynch, the “Initial Purchasers”), all of whom have agreed to purchase from the Company $375,000,000 of the Company’s 7 1⁄2% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) set forth in the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein together referred to as the “Initial Securities.”
RECITALSWarrant Purchase Agreement • November 12th, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
EXHIBIT 4.2 GRAY COMMUNICATIONS SYSTEMS, INC. 9.25% SENIOR SUBORDINATED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
EXHIBIT 99.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of this 9th day of June, 2003, with an Effective Date as set forth in Section 5 hereof, by and among GRAY TELEVISION,...Loan Agreement • June 13th, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
EXHIBIT 4.4 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED GRAY COMMUNICATIONS SYSTEMS, INC.Gray Communications Systems Inc /Ga/ • May 20th, 2002 • Television broadcasting stations • New York
EXHIBIT 4.5 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED GRAY COMMUNICATIONS SYSTEMS, INC.Gray Communications Systems Inc /Ga/ • May 20th, 2002 • Television broadcasting stations • New York
BY AND AMONGAsset Purchase Agreement • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
RECITALSSubsidiary Security Agreement • October 15th, 1996 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Ohio
GRAY ESCROW, INC., As Escrow Issuer, GRAY TELEVISION, INC. AND U.S. BANK NATIONAL ASSOCIATION, As Trustee INDENTURE Dated as of November 16, 2018 _______________________________________ $750,000,000 7.000% SENIOR NOTES DUE 2027...Indenture • November 16th, 2018 • Gray Television Inc • Television broadcasting stations • New York
CONSENT AGREEMENTConsent Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
ANDSeparation and Distribution Agreement • August 8th, 2005 • Gray Television Inc • Television broadcasting stations • Delaware
GRAY ESCROW II, INC., As Escrow Issuer, GRAY TELEVISION, INC. AND As Trustee INDENTURE Dated as of November 9, 2021Gray Television Inc • November 9th, 2021 • Television broadcasting stations • New York
THIS INDENTURE, dated as of November 9, 2021, is by and among Gray Escrow II, Inc. (the “Escrow Issuer”), as issuer of the 5.375% Senior Notes due 2031, Gray Television, Inc. (“Gray TV”), U.S. Bank National Association, as trustee (the “Trustee”) and, after the Escrow Release Date, the Subsidiary Guarantors then party hereto. The Company (as such term is defined in Section 1.01 hereof), the Trustee and, for purposes of Article X only, Gray TV, agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
525,000,000 5.125% SENIOR NOTES DUE 2024Indenture • September 14th, 2016 • Gray Television Inc • Television broadcasting stations • New York
THIS INDENTURE, dated as of September 14, 2016, is among (i) Gray Television, Inc. (the “Company”), as issuer of the 5.125% Senior Notes due 2024 (the “Notes”), (ii) the subsidiaries of the Company listed on Schedule 1 hereto, as guarantors of the Company’s obligations under this Indenture and the Notes (each, a “Subsidiary Guarantor”), and (iii) U.S. Bank National Association, as trustee (the “Trustee”). The Company, each Subsidiary Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the holders of the Notes:
EXHIBIT 4.1 [FORM OF LOCKUP AGREEMENT] September 25, 2002 DEUTSCHE BANK SECURITIES INC. MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative(s) of the several Underwriters to be named in the within-mentioned...Lockup Agreement • September 27th, 2002 • Gray Television Inc • Television broadcasting stations
CONTENTS Background ................................................................ 1 Agreement ................................................................. 1 ARTICLE I SALE OF ASSETS 1.01 Purchase of Assets by Purchaser...Asset Purchase Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations
FIFTH AMENDED AND RESTATED LOAN AGREEMENT among GRAY TELEVISION, INC., as Borrower THE FINANCIAL INSTITUTIONS SIGNATORY HERETO, as Lenders WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders with WACHOVIA CAPITAL MARKETS, LLC,...Loan Agreement • July 1st, 2005 • Gray Television Inc • Television broadcasting stations • Georgia
RECITALSBorrower Pledge Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
Exhibit 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Texas
