Gray Television Inc Sample Contracts

EXHIBIT 4.5 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED GRAY COMMUNICATIONS SYSTEMS, INC.
Indenture • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
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WITNESSETH:
Supplemental Indenture • September 9th, 2002 • Gray Television Inc • Television broadcasting stations • New York
and
Asset Purchase Agreement • August 14th, 1997 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • North Carolina
BY AND AMONG
Asset Purchase Agreement • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
GRAY TELEVISION, INC. 15,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 29, 2017
Underwriting 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

EXHIBIT 10.4 ESCROW AGREEMENT
Escrow Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • District of Columbia
RECITALS
Exchange Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
ARTICLE 1. DEFINITIONS AND REFERENCES
Asset Purchase Agreement • March 31st, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
BY AND AMONG
Stock Purchase Agreement • March 4th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations
BY AND AMONG
Merger Agreement • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
EXHIBIT 4.2 GRAY COMMUNICATIONS SYSTEMS, INC. 9.25% SENIOR SUBORDINATED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 12th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
ARTICLE I
Preferred Stock Purchase Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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.”

W I T N E S S E T H:
Loan Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
GRAY COMMUNICATIONS SYSTEMS, INC., As Issuer,
Indenture • March 27th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
RECITALS
Warrant Purchase Agreement • November 12th, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
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Exhibit 10.2 AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 12th, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Texas
GRAY TELEVISION, INC., THE SUBSIDIARY GUARANTORS party hereto AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, As Trustee and as Notes Collateral Agent INDENTURE Dated as of June 3, 2024
Indenture • June 4th, 2024 • Gray Television Inc • Television broadcasting stations • New York

THIS INDENTURE, dated as of June 3, 2024, is by and among Gray Television, Inc., as issuer of the 10.500% Senior Secured First Lien Notes due 2029, U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent for the Notes Secured Parties (in such capacity, the “Notes Collateral Agent”) and the Subsidiary Guarantors party hereto. The Company (as such term is defined in Section 1.01 hereof) 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:

WITNESSETH:
Stock Purchase Agreement • November 12th, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
by and among GRAY COMMUNICATIONS SYSTEMS, INC., as Borrower,
Loan Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
CONSENT AGREEMENT
Consent Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
RECITALS
Subsidiary Security Agreement • October 15th, 1996 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Ohio
AND
Separation and Distribution Agreement • August 8th, 2005 • Gray Television Inc • Television broadcasting stations • Delaware
7 1/2% SENIOR NOTES DUE 2020
Indenture • October 9th, 2012 • Gray Television Inc • Television broadcasting stations • New York

THIS INDENTURE, dated as of October 9, 2012, is by and among (i) Gray Television, Inc. (the “Company”), as issuer of the 7 1/2% Senior Notes due 2020, (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:

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