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
Contract Type FiledMay 20th, 2002 Company Industry Jurisdiction
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...Underwriting Agreement • September 4th, 2002 • Gray Television Inc • Television broadcasting stations • New York
Contract Type FiledSeptember 4th, 2002 Company Industry Jurisdiction
WITNESSETH:Supplemental Indenture • September 9th, 2002 • Gray Television Inc • Television broadcasting stations • New York
Contract Type FiledSeptember 9th, 2002 Company Industry Jurisdiction
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
Contract Type FiledOctober 15th, 1999 Company Industry Jurisdiction
andAsset Purchase Agreement • August 14th, 1997 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • North Carolina
Contract Type FiledAugust 14th, 1997 Company Industry Jurisdiction
BY AND AMONGAsset Purchase Agreement • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
Contract Type FiledJuly 15th, 2002 Company Industry Jurisdiction
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
Contract Type FiledJune 13th, 2003 Company Industry Jurisdiction
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
Contract Type FiledDecember 4th, 2017 Company Industry JurisdictionGray 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 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
Contract Type FiledMay 20th, 2002 Company Industry Jurisdiction
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
Contract Type FiledNovember 8th, 2002 Company Industry Jurisdiction
EXHIBIT 10.4 ESCROW AGREEMENTEscrow Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • District of Columbia
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RECITALSExchange Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
Contract Type FiledMay 20th, 2002 Company Industry Jurisdiction
ARTICLE 1. DEFINITIONS AND REFERENCESAsset Purchase Agreement • March 31st, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
Contract Type FiledMarch 31st, 2003 Company Industry Jurisdiction
BY AND AMONGStock Purchase Agreement • March 4th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations
Contract Type FiledMarch 4th, 1998 Company Industry
BY AND AMONGMerger Agreement • July 15th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
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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
Contract Type FiledApril 12th, 2002 Company Industry Jurisdiction
EXHIBIT 4.8 EXECUTION COPY FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") dated as of the 13th day of November, 1998 (the "Amendment Date"), by and among GRAY...Loan Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
Contract Type FiledMarch 22nd, 1999 Company Industry Jurisdiction
ARTICLE IPreferred Stock Purchase Agreement • May 20th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
Contract Type FiledMay 20th, 2002 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2013 • Gray Television Inc • Television broadcasting stations • New York
Contract Type FiledOctober 21st, 2013 Company Industry JurisdictionThis 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
Contract Type FiledMarch 22nd, 1999 Company Industry Jurisdiction
GRAY COMMUNICATIONS SYSTEMS, INC., As Issuer,Indenture • March 27th, 2002 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • New York
Contract Type FiledMarch 27th, 2002 Company Industry Jurisdiction
RECITALSWarrant Purchase Agreement • November 12th, 2003 • Gray Television Inc • Television broadcasting stations • Georgia
Contract Type FiledNovember 12th, 2003 Company Industry Jurisdiction
Exhibit 10.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • May 12th, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Texas
Contract Type FiledMay 12th, 1999 Company Industry Jurisdiction
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, 2024Indenture • June 4th, 2024 • Gray Television Inc • Television broadcasting stations • New York
Contract Type FiledJune 4th, 2024 Company Industry JurisdictionTHIS 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
Contract Type FiledNovember 12th, 2003 Company Industry Jurisdiction
by and among GRAY COMMUNICATIONS SYSTEMS, INC., as Borrower,Loan Agreement • August 13th, 1998 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
Contract Type FiledAugust 13th, 1998 Company Industry Jurisdiction
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
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CONSENT AGREEMENTConsent Agreement • March 22nd, 1999 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Georgia
Contract Type FiledMarch 22nd, 1999 Company Industry Jurisdiction
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
Contract Type FiledSeptember 27th, 2002 Company Industry
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
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RECITALSSubsidiary Security Agreement • October 15th, 1996 • Gray Communications Systems Inc /Ga/ • Television broadcasting stations • Ohio
Contract Type FiledOctober 15th, 1996 Company Industry Jurisdiction
ANDSeparation and Distribution Agreement • August 8th, 2005 • Gray Television Inc • Television broadcasting stations • Delaware
Contract Type FiledAugust 8th, 2005 Company Industry Jurisdiction
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
Contract Type FiledAugust 13th, 1998 Company Industry
7 1/2% SENIOR NOTES DUE 2020Indenture • October 9th, 2012 • Gray Television Inc • Television broadcasting stations • New York
Contract Type FiledOctober 9th, 2012 Company Industry JurisdictionTHIS 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:
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
Contract Type FiledJuly 1st, 2005 Company Industry Jurisdiction