REGISTRATION RIGHTS AGREEMENT by and among Gray Television, Inc., the Guarantors party hereto and Banc of America Securities LLC, Wells Fargo Securities, LLC and Citadel Securities LLC Dated as of April 29, 2010Registration Rights Agreement • April 30th, 2010 • Gray Television Inc • Television broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2010, by and among Gray Television, Inc., a Georgia corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, as representative (the “Representative”) of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase from the Company the Company’s 10.5% Senior Secured Second Lien Notes due 2015 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) set forth in the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein together referred to as the “Initial Securities.”
GRAY TELEVISION, INC., As Issuer, THE SUBSIDIARY GUARANTORS named herein AND U.S. BANK NATIONAL ASSOCIATION, As Trustee INDENTURE Dated as of April 29, 2010 10.5% SENIOR SECURED SECOND LIEN NOTES DUE 2015Supplemental Indenture • April 30th, 2010 • Gray Television Inc • Television broadcasting stations • New York
THIS INDENTURE, dated as of April 29, 2010, is by and among (i) Gray Television, Inc. (the “Company”), as issuer of the 10.5% Senior Secured Second Lien Notes due 2015, (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:
