REGISTRATION RIGHTS AGREEMENT by and among Gray Television, Inc., the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC Dated as of October 9, 2012Registration Rights Agreement • October 9th, 2012 • Gray Television Inc • Television broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 9, 2012, by and among Gray Television, Inc., a Georgia corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Wells Fargo Securities, LLC (together with Merrill Lynch, the “Initial Purchasers”), both of whom have agreed to purchase from the Company 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.”
7 1/2% SENIOR NOTES DUE 2020Indenture • 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:
