SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of December 1, 2021, among Dynamic Captioning LLC (the New Guarantor), a subsidiary of Gray Television, Inc. (or its successor), a Georgia corporation (the Company), the Company and U.S. Bank National Association, a national association under the laws of the United States, as trustee under the indenture referred to below (the Trustee).
WHEREAS, the Company and Gray Escrow, Inc. (Escrow Issuer) have heretofore executed and delivered to the Trustee an Indenture (the Indenture), dated as of November 16, 2018, providing for Escrow Issuers issuance of an aggregate principal amount of $750,000,000 of 7.000% Senior Notes due 2027 (the Notes);
WHEREAS, in connection with the Companys acquisition of Raycom Media, Inc. on January 2, 2019 (the Raycom Merger), Escrow Issuer was merged with and into the Company and the Company and the additional subsidiaries of the Company acquired in connection with the Raycom Merger (the Raycom subsidiaries) have heretofore executed and delivered to the Trustee a first supplemental indenture to the Indenture, dated as of January 2, 2019, pursuant to which the Company assumed all of the Escrow Issuers obligations under the Notes and the Indenture and the Raycom subsidiaries unconditionally guaranteed all of the Companys obligations under the Notes and the Indenture;
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Companys obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein;
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the New Guarantor are authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, the Company and the New Guarantor have duly authorized the execution and delivery of this Supplemental Indenture and all things necessary to make this Supplemental Indenture when executed by each of them a valid and binding agreement of the Company, the Subsidiary Guarantors and the New Guarantor have been done and performed;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with the Subsidiary Guarantors, to unconditionally guarantee the Companys obligations under the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes.