exv10w1






Exhibit 10.1




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, 2010






 









 








REGISTRATION RIGHTS AGREEMENT




     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.”



     This Agreement is made pursuant to the Purchase Agreement, dated April 21, 2010 (the “Purchase
Agreement”), among the Company, the Guarantors and the Representative (i) for the benefit of the
Initial Purchasers and (ii) for the benefit of the Holders (as defined below) from time to time of
the Initial Securities, including the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     Additional Interest Payment Date: With respect to the Initial Securities, each Interest
Payment Date.



     Affiliate: As defined in Rule 405 under the Securities Act, with the terms “controlling” and
“controlled” having the meanings correlative thereto.



     Agreement: As defined in the preamble hereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



 









 





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that are validly tendered by Holders thereof pursuant to the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934.



     Exchange Offer: The registration by the Company and the Guarantors under the Securities Act
of the offer and issuance of the Exchange Securities pursuant to a Registration Statement pursuant
to which the Company and the Guarantors offer the Holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by
such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such exchange offer by such
Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exempt Resales: Transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     Exchange Securities: The 10.5% Senior Secured Second Lien Notes due 2015, of the same series
under the Indenture as the Initial Notes and the Guarantees attached thereto, issuable to Holders
in exchange for Transfer Restricted Securities.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Guarantees: As defined in the preamble hereto.



     Guarantors: As defined in the preamble hereto.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of April 29, 2010, by and among the Company, the
Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the
Securities are to be issued, as such Indenture may be amended or supplemented from time to time in
accordance with the terms thereof.



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     Initial Purchaser: As defined in the preamble hereto.



     Initial Notes: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: As defined in the preamble hereto.



     Interest Payment Date: As defined in the Indenture and the Securities.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Purchase Agreement: As defined in the preamble hereto.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Representative: As defined in the preamble hereto.



     Securities: Together, the Notes and the Guarantees issued under the Indenture.



     Securities Act: The Securities Act of 1933.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Initial Security is distributed to the public
pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the
Prospectus contained therein).



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     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the
Company and the Guarantors shall (i) cause to be filed with the Commission on or before the 270th
day after the Closing Date (or if such 270th day is not a Business Day, the next succeeding
Business Day), a Registration Statement under the Securities Act relating to the Exchange
Securities and the Exchange Offer, (ii) use its best efforts to cause such Registration Statement
to become effective not later than 360 days after the Closing Date (or if such 360th day is not a
Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A)
all pre-effective amendments to such Registration Statement as may be necessary in order to cause
such Registration Statement to become effective, (B) if applicable, a post-effective amendment to
such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all
necessary filings in connection with the registration and qualification of the Exchange Securities
to be made under the state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration
Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting registration of the Exchange Securities to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as
contemplated by Section 3(c) hereof.



     (b) The Company shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 30 Business Days after
the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the
Exchange Offer to comply with all applicable federal and state securities laws. The Company shall
use its best efforts to cause the Exchange Offer to be Consummated by no later than the 360th day
after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business
Day).



     (c) The Company shall indicate in a “Plan of Distribution” or similar section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any



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Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that
were acquired for its own account as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired directly from the Company), may
exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver
a prospectus meeting the requirements of the Securities Act in connection with any resales of the
Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such “Plan of Distribution” or similar section shall
also contain all other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but such “Plan of
Distribution” or similar section shall not name any such Broker-Dealer or disclose the amount of
Initial Securities held by any such Broker-Dealer except to the extent required by the Commission.




     The Company shall use its best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions of Section 6(c)
hereof to the extent necessary to ensure that it is available for resales of Initial Securities
acquired by Broker-Dealers for their own accounts as a result of market-making activities or other
trading activities, and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no
longer required to deliver a prospectus in connection with market-making or other trading
activities.



     The Company shall provide sufficient copies of the most recent version of such Prospectus to
each Broker-Dealer promptly upon request at any time during such 90-day (or shorter as provided in
the foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within
360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding
Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such
Holder is prohibited by applicable law or Commission policy from participating in the Exchange
Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not permitted or available for use in such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from
the Company or one of its affiliates, then, in any such case upon such Holder’s written
notification and request, the Company and the Guarantors shall



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     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) as promptly as practicable, which Shelf
Registration Statement shall provide for resales of all Transfer Restricted Securities the
Holders of which shall have provided the information required pursuant to and in accordance
with Section 4(b) hereof; and




     (y) use their best efforts to cause such Shelf Registration Statement to be declared
effective by the Commission.



     The Company shall use its best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof
to the extent necessary to ensure that it is available for resales of Initial Securities by the
Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to
ensure that it conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to time, until the earlier
of (i) the second anniversary of the original issue date of the Initial Securities and (ii) the
date all Initial Securities covered by the Shelf Registration Statement have been sold as
contemplated in the shelf registration statement.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder true and correct in all material respects and not
materially misleading.



     SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this
Agreement are not filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any Shelf Registration Statement has not been declared effective by the
Commission on or prior to the date specified for such effectiveness in this Agreement, (iii) the
Exchange Offer has not been Consummated within 360 Business Days after the Closing Date or (iv) any
Shelf Registration Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose without being
succeeded as promptly as reasonably practicable by a post-effective amendment to such Shelf
Registration Statement or prospectus supplement that cures such failure and that is itself declared
effective (each such event referred to in clauses (i) through (iv), a “Registration Default”), the
Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be
increased by 0.25% per annum during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, up to a maximum rate of 1.00% per annum. Following the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities, the interest rate



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borne by the relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if after any such
reduction in interest rate, a different Registration Default occurs, the interest rate borne by the
relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing
provisions.




     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their
best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof, and shall comply
with all of the following provisions:




     (i) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company,
(B) it is not engaged in, and does not intend to engage in, and has no arrangement or
understanding with any Person to participate in, a distribution of the Exchange Securities
to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its
ordinary course of business. In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters, and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for Initial Securities acquired by such Holder directly
from the Company.



     (b) Shelf Registration Statement. In connection with any Shelf Registration Statement, each
of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and
shall use their best efforts to effect such registration to permit the resale of the Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof, and pursuant thereto each of the Company and the Guarantors will as



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promptly as reasonably practicable prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Securities Act, which form
shall be available for the sale of the Transfer Restricted Securities in accordance with the
intended method or methods of distribution thereof.




     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors
shall:




     (i) use its best efforts to keep such Registration Statement continuously effective for
the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus contained therein
(A) to contain a material misstatement or omission or (B) not to be effective and usable for
the resale of Transfer Restricted Securities during the period required by this Agreement,
the Company shall file promptly an appropriate amendment to such Registration Statement or a
prospectus supplement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its best efforts to cause such
amendment to be declared effective or to file such prospectus supplement and such
Registration Statement and the related Prospectus to become usable for their intended
purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the Holders thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders named in the Registration
Statement, if any, promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective, (B) of any request by the Commission
for amendments to the Registration Statement or amendments or supplements to the Prospectus
or for additional information relating thereto, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement under the Securities
Act or of the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in



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any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that makes any
statement of a material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto, or any document incorporated by reference therein untrue,
or that requires the making of any additions to or changes in the Registration Statement or
the Prospectus in order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the Company and the
Guarantors shall use their best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;




     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder
named in any Registration Statement, if any, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or Prospectus,
which documents will be subject to the review and comment of such Holders and underwriter(s)
in connection with such sale, if any, for a period of at least five Business Days prior to
the filing of any such documents with the Commission and the Company will not file any such
Registration Statement or Prospectus or any amendment or supplement to any such Registration
Statement or Prospectus to which an Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or the underwriter(s), if any, shall reasonably
object in writing within five Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains a material misstatement or omission;




     (v) in connection with a Shelf Registration Statement, make the Company’s and the
Guarantors’ representatives available for customary due diligence matters;




     (vi) in connection with a Shelf Registration Statement, make available during normal
business hours for inspection for due diligence purposes, the managing underwriter(s), if
any, participating in any disposition pursuant to a Shelf Registration Statement and any
attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties of each of the
Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors
and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration Statement or any
post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness and to participate in meetings with investors to the extent reasonably
requested by the managing underwriter(s), if any; provided, that such Persons shall first
agree in writing with the Company that any non-public information shall be used solely for
the purposes of satisfying “due diligence” obligations under the Securities



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Act and exercising rights under this Agreement and shall be kept confidential for a
period of two years by such Persons, unless (i) disclosure of such information is required
by court or administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) disclosure of such information is required by law (including any
disclosure requirements pursuant to federal securities laws in connection with the filing of
any Shelf Registration Statement or the use of any prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such Person, or (iv) such information
becomes available to any such Person from a source other than the Company and such source is
not known to such Person to be bound by a confidentiality agreement;




     (vii) in connection with a Shelf Registration Statement, if requested by any selling
Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders and underwriter(s), if any, may reasonably request to
have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;




     (viii) use commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be rated with the appropriate rating agencies, if
so requested by the Holders of a majority in aggregate principal amount of Securities
covered thereby or the underwriter(s), if any;




     (ix) furnish to each Initial Purchaser, each selling Holder identified in the
Registration Statement, if any, and each of the underwriter(s), if any, without charge, at
least one copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (unless such documents are publicly
available on the Commission’s EDGAR system);




     (x) deliver to each selling Holder identified in the Registration Statement, if any,
and each of the underwriter(s), if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such
Persons reasonably may request; each of the Company and the Guarantors hereby consent to the
use of the Prospectus and any amendment or supplement thereto by each of the selling Holders
and each of the underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or supplement
thereto;




     (xi) in connection with an underwritten offering pursuant to a Shelf Registration
Statement, enter into an underwriting agreement, and make such representations and



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warranties, and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Securities. In
furtherance of the foregoing, each of the Company and the Guarantors shall:




     (A) furnish to each selling Holder identified in the Registration Statement, if
any, and each underwriter, if any, in such substance and scope as they may request
and as are customarily made by issuers to underwriters in primary underwritten
offerings:




     (1) a certificate signed by (y) the Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, President or any Vice President
and (z) a principal financial or accounting officer of each of the Company
and the Guarantors, confirming customary matters;




     (2) opinions of counsel relating to matters customarily covered in
opinions requested in underwritten offerings; and




     (3) a customary comfort letter from the Company’s independent
accountants, in the customary form and covering matters of the type
customarily requested to be covered in comfort letters by underwriters in
connection with primary underwritten offerings;




     (B) set forth in full or incorporate by reference in the underwriting agreement
customary indemnification provisions and procedures; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(xi), if any.




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders identified in the Registration Statement, if any, the underwriter(s), if
any, and their respective counsel in connection with the registration and qualification of
the Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and
do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that neither the Company nor the Guarantors shall be required
to register or qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to taxation, other
than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;




     (xiii) to the extent permitted by law and the Indenture, shall use commercially
reasonably efforts to issue, upon the request of any Holder of Initial Securities covered by
the Shelf Registration Statement, Exchange Securities having an aggregate principal



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amount equal to the aggregate principal amount of Initial Securities surrendered to the
Company by such Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of
such Securities, as the case may be; in return, the Initial Securities held by such Holder
shall be surrendered to the Company for cancellation;




     (xiv) to the extent the Transfer Restricted Securities are held in certificated form,
cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted Securities to be
sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities
to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer
Restricted Securities made by such Holders or underwriter(s);




     (xv) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;




     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;




     (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xviii) cooperate and assist in any filings required to be made with FINRA and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA;




     (xix) otherwise use its commercially reasonably efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements
of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are
sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if
not sold to underwriters in such an offering, beginning with



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the first month of the Company’s first fiscal quarter commencing after the effective
date of the Registration Statement;




     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner;




     (xxi) if not available on the Commission’s EDGAR system, provide promptly to each
Holder upon request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however, that no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional
Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5
hereof. Each Holder shall hold in confidence the fact that it has received notice pursuant to this
Section and any communication related thereto.



     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of



-13-









 




FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities
or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange
Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery
services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors
and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).




     Each of the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Guarantors.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon &
Reindel llp or such other counsel as may be chosen by the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.



     SECTION 8. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
respective officers, directors, partners, employees, representatives and agents of any Holder or
any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly
caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement or Prospectus
(or any amendment or supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by
an



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untrue statement or omission or alleged untrue statement or omission that is made in reliance
upon and in conformity with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein. This indemnity shall be in addition to
any liability which the Company or any of the Guarantors may otherwise have.




     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement, except
to the extent that the Company or any Guarantor, as applicable, was materially prejudiced as a
result of such failure or delay. Such Indemnified Holder shall have the right to employ its own
counsel in any such action and the actual, reasonable fees and expenses of such counsel shall be
paid, promptly after incurred and a request therefor is made to the Company and the Guarantors, by
the Company and the Guarantors (regardless of whether it is ultimately determined that an
Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors
shall not, in connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm
shall be designated by the Holders. The Company and the Guarantors shall be liable for any
settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior
written consent, and each of the Company and the Guarantors agrees to indemnify and hold harmless
any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of
any settlement of any action effected without the written consent of such Indemnified Holder. The
Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened action, claim, litigation or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an unconditional release of
each Indemnified Holder from all liability arising out of such action, claim, litigation or
proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and their respective directors, officers
attorneys-in-fact, partners, employees, representatives or agents who sign a Registration
Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers,
directors, partners, employees, representatives and agents of each such Person, to the same extent
as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders,
but only with respect to claims and actions based on information relating to such Holder furnished
in writing by such Holder expressly for use in any Registration Statement. In case any action or
proceeding shall be brought against the Company, the Guarantors or their respective directors or
officers or any such controlling person in respect of which indemnity may be sought against a
Holder of Transfer Restricted Securities, such Holder shall have the rights



-15-









 




and duties given the Company and the Guarantors, and the Company, the Guarantors, their
respective directors and officers and such controlling person shall have the rights and duties
given to each Holder by the preceding paragraph.




     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses actually and reasonably incurred by such party in connection with investigating or
defending any action or claim.



     The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, if applicable and determinable, none of the Holders (and its related Indemnified
Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by
which the total discount received by such Holder with respect to the Initial Securities exceeds the
amount of any damages which such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be enti-



-16-









 




tled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to
the respective principal amount of Initial Securities held by each of the Holders hereunder and not
joint.




     SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Company.



     SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific performance that a
remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Neither the Company nor any of the Guarantors have previously entered into
any agreement granting any registration rights with respect to its securities to any Person. The
rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this



-17-









 




Section 12(c)(i), obtained the written consent of Holders of outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
(excluding any Transfer Restricted Securities held by the Company or its Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities being tendered or
registered; provided, however, that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each
such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver,
consent or departure is to be effective.




     (d) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and


if to the Company:



Gray Television, Inc.

4370 Peachtree Road, NE

Atlanta, Georgia 30319

Facsimile: 404-266-8107

Attention: Chief Executive Officer





     (ii)


With a copy to:



Jones Day

1420 Peachtree St., N.E. Suite 800

Atlanta, Georgia 30309-3053

Facsimile: (404) 581- 8330

Attention: Mark L. Hanson, Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



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     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



-19-









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	GRAY TELEVISION, INC.

 	 
	 	By:  	/s/ James C. Ryan
 	 
	 	 	Name:  	James C. Ryan  	 
	 	 	Title:  	Senior Vice President & CFO	 
	 
	 	WVLT-TV, INC.,

as Guarantor

 	 
	 	By:  	/s/ James C. Ryan
 	 
	 	 	Name:  	James C. Ryan  	 
	 	 	Title:  	Vice President & CFO	 
	 
	 	GRAY TELEVISION GROUP, INC.,

as Guarantor

 	 
	 	By:  	/s/ James C. Ryan
 	 
	 	 	Name:  	James C. Ryan  	 
	 	 	Title:  	Senior Vice President, Assistant Secretary
& Treasurer	 
	 
	 	GRAY TELEVISION LICENSEE, LLC

as Guarantor

 	 
	 	By:  	/s/ James C. Ryan
 	 
	 	 	Name:  	James C. Ryan  	 
	 	 	Title:  	Treasurer	 



-20-









 









     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

WELLS FARGO SECURITIES, LLC

CITADEL SECURITIES LLC
	 
	 	 
	 	 
	By:  	 Banc of America Securities LLC,
 	 
	 	acting on behalf of itself and as a Representative
of the several Initial Purchasers	 	 
	 	 	 	 
	 
	By:  	/s/
Dan Kelly
 	 
	 	Name:  	 Dan Kelly  	 
	 	Title:  	Managing Director	 




-21-