FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this Supplemental Indenture), dated as of January 2, 2019, among Gray Television, Inc., a Georgia corporation (the Company), the parties that are signatories hereto as guarantors (each, a Guaranteeing Subsidiary) and U.S. Bank National Association, as trustee (in such capacity, the Trustee) to the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, Gray Escrow, Inc. (the Escrow Issuer) has heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of November 16, 2018, pursuant to which the Escrow Issuer has issued an aggregate principal amount of $750,000,000 of 7.000% Senior Notes due 2027 (the Notes);
WHEREAS, the Indenture permits the Acquisition Transactions (including, without limitation, the merger of Escrow Issuer with and into the Company on the Escrow Release Date upon the condition, among other things, that the Company and each Guaranteeing Subsidiary party hereto shall execute and deliver to the Trustee this Supplemental Indenture (i) which shall evidence the assumption by the Company of all of the Escrow Issuers obligations under the Notes and the Indenture, in each case, on the terms and conditions set forth herein and under the Indenture and (ii) pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Companys obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, each Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
(2) Assumption of the Escrow Issuers Obligations. The Company hereby confirms that, pursuant to the merger of the Escrow Issuer with and into the Company, occurring contemporaneous with the execution and delivery of this Supplemental Indenture, it has fully and unconditionally assumed the Escrow Issuers obligations under the Indenture and the Notes on the terms and subject to the conditions set forth therein and to be bound by all other applicable provisions of the Indenture and to perform all of the obligations and agreements of the Escrow Issuer under the Indenture.
(2) Agreement to be Bound. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.