exv4w1





Exhibit
4.1



 

 





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



 





$365,000,000



10.5% SENIOR SECURED SECOND LIEN NOTES DUE 2015



 





 

 





 









 








CROSS-REFERENCE TABLE*




	 	 	 	 	 
	 	 	Indenture	 
	Trust Indenture Act Section	 	Section	 
	310 (a)(1)
	 	 	7.10	 
	(a)(2)
	 	 	7.10	 
	(a)(3)
	 	 	N.A.	**
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	7.10	 
	(b)
	 	 	7.10	 
	(c)
	 	 	N.A	 
	311 (a)
	 	 	7.11	 
	(b)
	 	 	7.11	 
	(c)
	 	 	N.A	 
	312 (a)
	 	 	2.05	 
	(b)
	 	 	12.03	 
	(c)
	 	 	12.03	 
	313 (a)
	 	 	7.06	 
	(b)(1)
	 	 	7.06	 
	(b)(2)
	 	 	7.06	 
	(c)
	 	 	7.06; 12.02	 
	(d)
	 	 	7.06	 
	314 (a)
	 	 	4.02; 4.03; 12.02	 
	(b)
	 	 	4.20	 
	(c)(1)
	 	 	12.04	 
	(c)(2)
	 	 	12.04	 
	(c)(3)
	 	 	N.A	 
	(d)
	 	 	4.20	 
	(e)
	 	 	12.05	 
	(f)
	 	 	N.A	 
	315 (a)
	 	 	7.01	 
	(b)
	 	 	7.05	 
	(c)
	 	 	7.01	 
	(d)
	 	 	7.01	 
	(e)
	 	 	6.11	 
	316 (a)(last sentence)
	 	 	2.09	 
	(a)(1)(A)
	 	 	6.05	 
	(a)(1)(B)
	 	 	6.04	 
	(a)(2)
	 	 	N.A	 
	(b)
	 	 	6.04; 6.07	 
	317 (a)(1)
	 	 	6.08	 
	(a)(2)
	 	 	6.09	 
	(b)
	 	 	2.04	 
	318 (a)
	 	 	12.04	 








 




			
	*	 	This Cross-Reference Table is not part of the Indenture.
	 
	**	 	Not applicable.




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	Section 1.02.

	 	Other Definitions
	 	 	22	 
	Section 1.03.

	 	Incorporation by Reference of TIA
	 	 	22	 
	Section 1.04.

	 	Rules of Construction
	 	 	22	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Form and Dating
	 	 	23	 
	Section 2.02.

	 	Execution and Authentication
	 	 	23	 
	Section 2.03.

	 	Registrar; Paying Agent; Depositary
	 	 	23	 
	Section 2.04.

	 	Paying Agent to Hold Money in Trust
	 	 	24	 
	Section 2.05.

	 	Holder Lists
	 	 	24	 
	Section 2.06.

	 	Transfer and Exchange
	 	 	24	 
	Section 2.07.

	 	Replacement Notes
	 	 	25	 
	Section 2.08.

	 	Outstanding Notes
	 	 	25	 
	Section 2.09.

	 	Treasury Notes
	 	 	25	 
	Section 2.10.

	 	Temporary Notes
	 	 	26	 
	Section 2.11.

	 	Cancellation
	 	 	26	 
	Section 2.12.

	 	Defaulted Interest
	 	 	26	 
	Section 2.13.

	 	Record Date
	 	 	26	 
	Section 2.14.

	 	CUSIP Number
	 	 	26	 
	Section 2.15.

	 	Liquidated Damages Under Registration Rights Agreement
	 	 	27	 
	Section 2.16.

	 	Additional Notes
	 	 	27	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REDEMPTIONS AND OFFERS TO PURCHASE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01.

	 	Redemption Provisions
	 	 	27	 
	Section 3.02.

	 	Notice to Trustee
	 	 	28	 
	Section 3.03.

	 	Selection of Notes to Be Redeemed or Purchased
	 	 	29	 
	Section 3.04.

	 	Notice of Redemption
	 	 	29	 
	Section 3.05.

	 	Effect of Notice of Redemption
	 	 	30	 
	Section 3.06.

	 	Deposit of Redemption Price
	 	 	30	 
	Section 3.07.

	 	Notes Redeemed in Part
	 	 	30	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Payment of Principal, Premium, and Interest
	 	 	31	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 4.02.

	 	Reports
	 	 	31	 
	Section 4.03.

	 	Compliance Certificate
	 	 	31	 
	Section 4.04.

	 	Stay, Extension and Usury Laws
	 	 	32	 
	Section 4.05.

	 	Limitation on Restricted Payments
	 	 	32	 
	Section 4.06.

	 	Corporate Existence
	 	 	34	 
	Section 4.07.

	 	Limitation on Incurrence of Indebtedness
	 	 	34	 
	Section 4.08.

	 	Limitation on Transactions with Affiliates
	 	 	37	 
	Section 4.09.

	 	Limitation on Liens
	 	 	38	 
	Section 4.10.

	 	Taxes
	 	 	38	 
	Section 4.11.

	 	Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
	 	 	38	 
	Section 4.12.

	 	Maintenance of Office or Agency
	 	 	39	 
	Section 4.13.

	 	Change of Control
	 	 	39	 
	Section 4.14.

	 	Limitation on Asset Sales
	 	 	40	 
	Section 4.15.

	 	[RESERVED]
	 	 	43	 
	Section 4.16.

	 	[RESERVED]
	 	 	43	 
	Section 4.17.

	 	Future Subsidiary Guarantors
	 	 	43	 
	Section 4.18.

	 	Maintenance of Properties
	 	 	43	 
	Section 4.19.

	 	Maintenance of Insurance
	 	 	43	 
	Section 4.20.

	 	[RESERVED]
	 	 	44	 
	Section 4.21.

	 	Events of Loss
	 	 	44	 
	Section 4.22.

	 	Limitation on Creation of Unrestricted Subsidiaries
	 	 	44	 
	Section 4.23.

	 	Further Assurances
	 	 	45	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SUCCESSORS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.

	 	Merger, Consolidation and Sale of Assets
	 	 	45	 
	Section 5.02.

	 	Surviving Person Substituted
	 	 	46	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Events of Default
	 	 	46	 
	Section 6.02.

	 	Acceleration
	 	 	48	 
	Section 6.03.

	 	Other Remedies
	 	 	48	 
	Section 6.04.

	 	Waiver of Past Defaults
	 	 	48	 
	Section 6.05.

	 	Control by Majority of Holders
	 	 	49	 
	Section 6.06.

	 	Limitation of Suits by Holders
	 	 	49	 
	Section 6.07.

	 	Rights of Holders to Receive Payment
	 	 	49	 
	Section 6.08.

	 	Collection Suit by Trustee
	 	 	49	 
	Section 6.09.

	 	Trustee May File Proofs of Claim
	 	 	49	 
	Section 6.10.

	 	Priorities
	 	 	50	 
	Section 6.11.

	 	Undertaking for Costs
	 	 	50	 






 









 







	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Duties of Trustee
	 	 	50	 
	Section 7.02.

	 	Rights of Trustee
	 	 	51	 
	Section 7.03.

	 	Individual Rights of Trustee
	 	 	52	 
	Section 7.04.

	 	Trustee’s Disclaimer
	 	 	52	 
	Section 7.05.

	 	Notice to Holders of Defaults and Events of Default
	 	 	52	 
	Section 7.06.

	 	Reports by Trustee to Holders
	 	 	52	 
	Section 7.07.

	 	Compensation and Indemnity
	 	 	53	 
	Section 7.08.

	 	Replacement of Trustee
	 	 	54	 
	Section 7.09.

	 	Successor Trustee by Merger, Etc.
	 	 	54	 
	Section 7.10.

	 	Eligibility; Disqualification
	 	 	54	 
	Section 7.11.

	 	Preferential Collection of Claims Against Company
	 	 	55	 
	Section 7.12.

	 	Limitation of Liability
	 	 	55	 
	Section 7.13.

	 	Collateral Agent
	 	 	55	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DISCHARGE OF INDENTURE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01.

	 	Discharge of Liability on Notes; Defeasance
	 	 	55	 
	Section 8.02.

	 	Conditions to Defeasance
	 	 	56	 
	Section 8.03.

	 	Application of Trust Money
	 	 	57	 
	Section 8.04.

	 	Repayment to Company
	 	 	57	 
	Section 8.05.

	 	Indemnity for U.S. Government Obligations
	 	 	57	 
	Section 8.06.

	 	Reinstatement
	 	 	57	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMENDMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01.

	 	Amendments and Supplements Permitted Without Consent of Holders
	 	 	58	 
	Section 9.02.

	 	Amendments and Supplements Requiring Consent of Holders
	 	 	58	 
	Section 9.03.

	 	Compliance with TIA
	 	 	59	 
	Section 9.04.

	 	Revocation and Effect of Consents
	 	 	60	 
	Section 9.05.

	 	Notation on or Exchange of Notes
	 	 	60	 
	Section 9.06.

	 	Trustee Protected
	 	 	60	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SECURITY	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01.

	 	Security Documents; Additional Collateral	 	 	60	 
	Section 10.02.

	 	Recording, Registration and Opinions	 	 	61	 
	Section 10.03.

	 	Releases of Collateral	 	 	61	 
	Section 10.04.

	 	Form and Sufficiency of Release	 	 	62	 
	Section 10.05.

	 	Possession and Use of Collateral	 	 	63	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 10.06.

	 	Purchaser Protected	 	 	63	 
	Section 10.07.

	 	Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents
	 	 	63	 
	Section 10.08.

	 	Authorization of Receipt of Funds by the Trustee Under the Security Agreement	 	 	63	 
	Section 10.09.

	 	Powers Exercisable by Receiver or Collateral Agent	 	 	63	 
	Section 10.10.

	 	Appointment and Authorization of U.S. Bank National Association as Collateral Agent
	 	 	63	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SUBSIDIARY GUARANTEES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 11.01.

	 	Subsidiary Guarantees
	 	 	64	 
	Section 11.02.

	 	Trustee to Include Paying Agents
	 	 	66	 
	Section 11.03.

	 	Limits on Subsidiary Guarantees
	 	 	66	 
	Section 11.04.

	 	Execution of Subsidiary Guarantee
	 	 	66	 
	Section 11.05.

	 	Stay, Extension and Usury Laws
	 	 	66	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE XII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.01.

	 	Trust Indenture Act Controls
	 	 	67	 
	Section 12.02.

	 	Notices
	 	 	67	 
	Section 12.03.

	 	Communication by Holders with Other Holders
	 	 	68	 
	Section 12.04.

	 	Certificate and Opinion as to Conditions Precedent
	 	 	68	 
	Section 12.05.

	 	Statements Required in Certificate or Opinion
	 	 	68	 
	Section 12.06.

	 	Rules by Trustee and Agents
	 	 	68	 
	Section 12.07.

	 	Legal Holidays
	 	 	68	 
	Section 12.08.

	 	No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	68	 
	Section 12.09.

	 	Counterparts
	 	 	69	 
	Section 12.10.

	 	Initial Appointments, Compliance Certificates
	 	 	69	 
	Section 12.11.

	 	Governing Law
	 	 	69	 
	Section 12.12.

	 	No Adverse Interpretation of Other Agreements
	 	 	69	 
	Section 12.13.

	 	Successors
	 	 	69	 
	Section 12.14.

	 	Severability
	 	 	69	 
	Section 12.15.

	 	Intercreditor Agreement
	 	 	69	 
	Section 12.16.

	 	Table of Contents, Headings, Etc.
	 	 	69	 
	 
	 	 	 	 	 	 
	Appendix A

	 	Provisions Relating to Initial Notes, Additional Notes and Exchange Notes	 	 	 	 
	Exhibit A

	 	Form of Initial Note	 	 	 	 
	Exhibit B

	 	Form of Exchange Note	 	 	 	 
	Exhibit C

	 	Form of Notation on Note Relating to Guarantee	 	 	 	 
	Exhibit D

	 	Form of Supplemental Indenture	 	 	 	 
	Exhibit E

	 	Form of Transferee Letter of Representations	 	 	 	 







 











 






          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:



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE



          Section
1.01. Definitions.



          “Acquired Debt” means, with respect to any specified Person, Indebtedness of any other
Person (the “Acquired Person”) existing at the time the Acquired Person merges with or
into, or becomes a Restricted Subsidiary of, such specified Person, including Indebtedness incurred
in connection with, or in contemplation of, the Acquired Person merging with or into, or becoming a
Restricted Subsidiary of, such specified Person.



          “Acquisition Debt” means Indebtedness the proceeds of which are utilized solely to
(x) acquire all or substantially all of the assets or a majority of the Voting Stock of an existing
television broadcasting business franchise or station or (y) finance an LMA (including to repay or
refinance Indebtedness or other obligations incurred in connection with such acquisition or LMA, as
the case may be, and to pay related fees and expenses).



          “Additional Note Board Resolutions” means resolutions duly adopted by the Board of
Directors of the Company and delivered to the Trustee in an Officers’ Certificate providing for the
issuance of Additional Notes.



          “Additional Note Supplemental Indenture” means a supplement to this Indenture duly
executed and delivered by the Company, each Subsidiary Guarantor and the Trustee pursuant to
Article IX providing for the issuance of Additional Notes.



          “Additional Notes” means Notes (including any replacement Notes and Exchange Notes
issued with respect to the Additional Notes) issued in one or more transactions after the Issue
Date pursuant to Section 2.16, which have substantially identical terms as Notes issued on the
Issue Date, except that such Additional Notes may have different CUSIP numbers, issuance dates and
dates from which interest initially accrues, as specified in the relevant Additional Note Board
Resolutions or Additional Note Supplemental Indenture issued thereafter in accordance with this
Indenture.



          “Affiliate” means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control
with”) of any Person means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise.



          “Agent” means any Registrar, Paying Agent, or co-registrar.



          “Applicable Procedures” means, with respect to any transfer or transaction involving a
Regulation S Global Note or beneficial interest therein, the rules and procedures of the Depositary
for



 









 




such Global Note, Euroclear and Clearstream, in each case to the extent applicable to such
transaction and as in effect from time to time.




          “Asset Sale” means (i) any sale, lease, conveyance or other disposition by the Company
or any Restricted Subsidiary of the Company of any assets (including by way of a
sale-and-leaseback) other than in the ordinary course of business (provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the Company shall not
be an “Asset Sale” but instead shall be governed by the provisions of this Indenture described
under Section 5.01) or (ii) the issuance or sale of Capital Stock of any Subsidiary of the Company,
in each case, whether in a single transaction or a series of related transactions, to any Person
(other than to the Company or a Subsidiary Guarantor); provided that the term “Asset Sale” shall
not include any disposition or dispositions (i) during any twelve-month period of assets or
property having a fair market value of less than $5.0 million in the aggregate; (ii) between or
among the Company and Subsidiary Guarantors (including equity issuances); (iii) in a transaction
constituting a Change of Control; (iv) of products, services or accounts receivable in the ordinary
course of business; (v) damaged, worn-out or obsolete assets; (vi) cash or Cash Equivalents; and
(vii) Restricted Payments.



          “Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or
any similar United States federal or state law relating to bankruptcy, insolvency, receivership,
winding up, liquidation, reorganization or relief of debtors, or any amendment to, succession to or
change in any such law.



          “Board of Directors” means the Company’s board of directors or any authorized
committee of such board of directors.



          “Business Day” means any day which is not a Legal Holiday.



          “Capital Lease Obligations” of any Person means the obligations to pay rent or other
amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or
personal property of such Person which are required to be classified and accounted for as a capital
lease or liability on the face of a balance sheet of such Person in accordance with GAAP. The
amount of such obligations shall be the capitalized amount thereof in accordance with GAAP and the
Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.



          “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
corporate stock or other equity participations, including partnership interests, whether general or
limited, of such Person, including any Preferred Stock.



          “Cash Equivalents” means (i) marketable direct obligations issued or guaranteed by the
United States of America, or any governmental entity or agency or political subdivision thereof
(provided that the full faith and credit of the United States of America is pledged in support
thereof) maturing within one year of the date of purchase; (ii) commercial paper issued by
corporations, each of which shall have a consolidated net worth of at least $500 million, maturing
within 180 days from the date of the original issue thereof, and rated “P-1” or better by Moody’s
Investors Service or “A-1” or better by Standard & Poor’s Corporation or an equivalent rating or
better by any other nationally recognized securities rating agency; and (iii) certificates of
deposit issued or acceptances accepted by or guaranteed by any bank or trust company organized
under the laws of the United States of America or any state thereof or the



-2-









 





District of Columbia, in
each case having capital, surplus and undivided profits totaling more than $500 million, maturing
within one year of the date of purchase; and (iv) any money market fund sponsored by a registered broker-dealer or mutual fund distributor (including the Trustee) that
invests solely in the securities specified in the foregoing clause (i), (ii) or (iii).




               “Change of Control” means the occurrence of any of the following events:




          (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), disregarding the Permitted Holders, becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall
be deemed to have beneficial ownership of all shares of Capital Stock that such person or
group has the right to acquire regardless of when such right is first exercisable), directly
or indirectly, of more than 50% of the total voting power represented by the outstanding
Voting Stock of the Company;




          (ii) the Company merges with or into another Person or sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of its assets to any
Person, or any Person merges with or into the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such transaction where
(x) the outstanding Voting Stock of the Company is converted into or exchanged for Voting
Stock (other than Disqualified Stock) of the surviving or transferee corporation and
(y) immediately after such transaction no “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), disregarding the Permitted Holders, is the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person or group shall be deemed to have beneficial ownership of all shares of Capital
Stock that such person or group has the right to acquire regardless of when such right is
first exercisable), directly or indirectly, of more than 50% of the total voting power
represented by the outstanding Voting Stock of the surviving or transferee corporation;




          (iii) during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new directors
whose election by the Board of Directors of the Company or whose nomination for election by
the stockholders of the Company was approved by (x) a vote of at least a majority of the
directors then still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved (as described in this
clause (x) or in the following clause (y)) or (y) Permitted Holders that are “beneficial
owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of a majority of the
total voting power represented by the outstanding Voting Stock of the Company) cease for any
reason to constitute a majority of the Board then in office; or




          (iv) the Company is liquidated or dissolved or adopts a plan of liquidation.




          “Clearstream” means Clearstream Banking, Societe Anonyme.



               “Collateral” means all of the assets of the Company and the Subsidiary Guarantors,
whether real, personal or mixed, with respect to which a Lien is granted (or purported to be
granted) as security for any Second Lien Obligations (including proceeds and products thereof).



-3-









 





          “Collateral Agent” means the Trustee, in its capacity as Collateral Agent under the
Security Documents together with its successors.



          “Collateral Agreement” means the security agreement to be dated as of the Issue Date
among the Collateral Agent, the Company and the Subsidiary Guarantors granting, among other things, a
Second Priority Lien on the Collateral subject to Permitted Collateral Liens and Permitted
Liens, in each case in favor of the Collateral Agent for its benefit and for the benefit of the
Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Secured
Obligations, as amended, modified, restated, supplemented or replaced from time to time in
accordance with its terms.



          “Commission” means the Securities and Exchange Commission.



          “Company” means Gray Television, Inc., a Georgia corporation, unless and until a
successor replaces it in accordance with Article V and thereafter means such successor.



          “Consolidated Interest Expense” means, with respect to any period, the sum of (i) the
interest expense of the Company and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP consistently applied, including, without limitation or
duplication, (a) amortization of debt discount, (b) the net payments, if any, under interest rate
contracts (including amortization of discounts) and (c) accrued interest, plus (ii) the interest
component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by
the Company during such period, and all capitalized interest of the Company and its Restricted
Subsidiaries, in each case as determined on a consolidated basis in accordance with GAAP
consistently applied.



          “Consolidated Net Income” means, with respect to any period, the net income (or loss)
of the Company and its Restricted Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP consistently applied, adjusted, to the extent included in calculating such
net income (or loss), by excluding, without duplication, (i) the portion of net income (or loss) of
the Company and its Restricted Subsidiaries allocable to interests in unconsolidated Persons,
except to the extent of the amount of dividends or distributions actually paid to the Company or
its Restricted Subsidiaries by such other Person during such period, (ii) net income (or loss) of
any Person combined with the Company or any of its Restricted Subsidiaries on a “pooling of
interests” basis attributable to any period prior to the date of combination, (iii) the net income
of any Restricted Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income to the Company is not at the time
permitted, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, (iv) the net income of any Qualified Joint Venture in
excess of the dividends and distributions paid by such Qualified Joint Venture to the Company or a
Subsidiary Guarantor, (v) the Company’s proportionate share of net loss of any Qualified Joint
Venture and (vi) the cumulative effect of a change in accounting principles.



          “Corporate Trust Office” shall be at the address of the Trustee specified in Section
12.02 or such other address as the Trustee may give notice to the Company.



          “Cumulative Consolidated Interest Expense” means, as of any date of determination,
Consolidated Interest Expense less non-cash amortization of deferred financing costs from the last
day of the month immediately preceding the Issue Date to the last day of the most recently ended
month prior to such date for which financial statements are available, taken as a single accounting
period.



-4-









 





          “Cumulative Operating Cash Flow” means, as of any date of determination, Operating
Cash Flow from the last day of the month immediately preceding the Issue Date to the last day of
the most recently ended month prior to such date for which financial statements are available,
taken as a single accounting period.



          “Custodian” means any custodian, receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.



          “Debt To Operating Cash Flow Ratio” means, with respect to any date of determination,
the ratio of (i) the aggregate principal amount of all outstanding Indebtedness of the Company and
its Restricted Subsidiaries as of such date on a consolidated basis to (ii) Operating Cash Flow of
the Company and its Restricted Subsidiaries on a consolidated basis for the four most recent full
fiscal quarters ending on or immediately prior to such date for which financial statements are
available, determined on a pro forma basis after giving pro forma effect to (a) the incurrence of
all Indebtedness to be incurred on such date and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was
incurred, and the application of such proceeds occurred, at the beginning of such four-quarter
period; (b) the incurrence, repayment or retirement of any other Indebtedness by the Company and
its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness
was incurred, repaid or retired at the beginning of such four-quarter period (including any such
incurrence or issuance which is the subject of an Incurrence Notice delivered to the Trustee during
such period pursuant to clause (vii) of the definition of “Permitted Indebtedness”) (except that,
in making such computation, the amount of Indebtedness under any revolving credit facility shall be
computed based upon the average balance of such Indebtedness at the end of each month during such
four-quarter period); (c) in the case of Acquired Debt, the related acquisition as if such
acquisition had occurred at the beginning of such four-quarter period; and (d) any acquisition or
disposition by the Company and its Restricted Subsidiaries of any company or any business or any
assets out of the ordinary course of business (including any pro forma expense and cost reductions
calculated on a basis in accordance with Regulation S-X under the Exchange Act associated with any
such acquisition or disposition), or any related repayment of Indebtedness, in each case since the
first day of such four-quarter period (including any such acquisition which is the subject of an
Incurrence Notice delivered to the Trustee during such period pursuant to clause (viii) of the
definition of “Permitted Indebtedness”), assuming such acquisition or disposition had been
consummated on the first day of such four-quarter period. In addition, the consolidated net income
of a Person with outstanding Indebtedness or Capital Stock providing for a payment restriction
which is permitted to exist by reason of clause (c) of Section 4.11 shall not be taken into account
in determining whether any Indebtedness is permitted to be incurred under this Indenture.



          “Default” means any event that is, or after the giving of notice or passage of time or
both would be, an Event of Default.



          “Definitive Note” means any of (i) a certificated Initial Note, (ii) a certificated
Additional Note or (iii) a certificated Exchange Note, in each case, that does not include the
Global Notes Legend.



          “Depositary” means, with respect to Notes issued in the form of one or more Global
Notes, DTC or another Person designated as Depository by the Company, which Person must be a
clearing agency registered under Section 17A of the Exchange Act.



          “Disposition” means, with respect to any Person, any merger, consolidation or other
business combination involving such Person (whether or not such Person is the Surviving Person) or
the



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sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all
of such Person’s assets.




          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in part on or prior to
the Stated Maturity of the Notes (which for the avoidance of doubt shall exclude the Company’s
Series D perpetual preferred stock as in effect on the Issue Date).



          “Dollars” and “$” mean lawful money of the United States of America.



          “DTC” means The Depository Trust Company.



          “Euroclear” means the Euroclear Bank N.V./S.A. or any successor securities clearing
agency.



          “Event of Loss” means, with respect to any property or asset (tangible or intangible,
real or personal) constituting Collateral, any of the following:




     (i) any loss, destruction or damage of such property or asset;




     (ii) any institution of any proceeding for the condemnation or seizure of such property
or asset or for the exercise of any right of eminent domain;




     (iii) any actual condemnation, seizure or taking by exercise of the power of eminent
domain or otherwise of such property or asset, or confiscation of such property or asset or
the requisition of the use of such property or asset; or




     (iv) any settlement in lieu of clauses (ii) or (iii) above.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Exchange Notes” means Notes issued in a Registered Exchange Offer in exchange for a
like principal amount of Initial Notes or Additional Notes, as the case may be, originally issued
pursuant to an exemption from registration under the Securities Act, and replacement Notes issued
therefor in accordance with this Indenture.



          “Exchange Offer Registration Statement” means a registration statement filed by the
Company with respect to a Registered Exchange Offer and all amendments (including post-effective
amendments) and supplements thereto, in each case including the prospectus contained therein.



          “FCC” mean the Federal Communications Commission.



          “FCC License” means any license, authorization, approval, or permit granted by the FCC
pursuant to the Communications Act of 1934, as amended, to the Company or any Subsidiary Guarantor,
or assigned or transferred to the Company or any Subsidiary Guarantor pursuant to FCC consent.



-6-









 





          “Film Contracts” means contracts with suppliers that convey the right to broadcast
specified films, videotape motion pictures, syndicated television programs or sports or other
programming.



          “First Priority Agreement” means the collective reference to (a) the Senior Credit
Facility in effect on the Issue Date, (b) any additional First Priority Agreement permitted to be
designated as such by the First Priority Agreement then extant and this Indenture and (c) any other
credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or
instrument evidencing or governing the terms of any indebtedness or other financial accommodation
that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness
and other obligations outstanding under the Senior Credit Facility in effect on the Issue Date, any
such additional First Priority Agreement or any other agreement or instrument referred to in this
clause (c) unless such agreement or instrument expressly provides that it is not intended to be and
is not a First Priority Agreement hereunder (a “Replacement First Priority Agreement”). Any
reference to the First Priority Agreement hereunder shall be deemed a reference to any First
Priority Agreement then extant.



          “First Priority Documents” means the First Priority Agreement, each First Priority
Security Document and each First Priority Guarantee.



          “First Priority Guarantee” means any guarantee by any loan party of any or all of the
First Priority Obligations.



          “First Priority Liens” means all Liens that secure the First Priority Obligations.



          “First Priority Obligations” means (a) all principal of and interest (including
without limitation any Post-Petition Interest (as defined in the Intercreditor Agreement) and
premium (if any) on all loans made pursuant to the First Priority Agreement, (b) all reimbursement
obligations (if any) and interest thereon (including without limitation any Post-Petition Interest)
with respect to any letter of credit or similar instruments issued pursuant to the First Priority
Agreement, (c) all Hedging Obligations (as defined in the First Priority Agreement), (d) all Cash
Management Obligations (as defined in the First Priority Agreement) and (e) all guarantee
obligations, fees, expenses and other amounts payable from time to time pursuant to the First
Priority Documents, in each case whether or not allowed or allowable in an Insolvency or
Liquidation Proceeding; provided that the aggregate principal amount of, without duplication,
revolving credit loans, letters of credit, term loans, other loans, notes or similar instruments
(excluding, in any event, Cash Management Obligations and Hedging Obligations) provided for under
the First Priority Agreement in excess of the Maximum First Priority Indebtedness (as defined in
the Intercreditor Agreement) shall not constitute First Priority Obligations for purposes of this
Indenture. To the extent any payment with respect to any First Priority Obligation (whether by or
on behalf of any loan party, as proceeds of security, enforcement of any right of setoff or
otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or
required to be paid to a debtor in possession, any Second Priority Secured Party (as defined in the
Intercreditor Agreement), receiver or similar Person, then the obligation or part thereof
originally intended to be satisfied shall, for the purposes of this Indenture and the rights and
obligations of the First Priority Secured Parties and the Second Priority Secured Parties (as
defined in the Intercreditor Agreement), be deemed to be reinstated and outstanding as if such
payment had not occurred.



          “First Priority Security Documents” means the “Security Documents” as defined in the
First Priority Agreement, and any other documents that are designated under the First Priority
Agreement as “First Priority Security Documents” for purposes of this Indenture.



-7-









 





          “Foreign Subsidiary” means any Subsidiary of the Company organized under the laws of
any jurisdiction other than the United States of America or any State thereof or the District of
Columbia.



          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date.



          “Global Notes Legend” means the legend set forth under that caption in
Exhibit A to this Indenture.



          “Guarantee” by any Person means any obligation, contingent or otherwise, of such
Person guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including, without limitation, any obligation of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to
purchase property, securities or services for the purpose of assuring the holder of such
Indebtedness of the payment of such Indebtedness, or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness (and “guaranteed,” “guaranteeing” and
“guarantor” shall have meanings correlative to the foregoing); provided, however, that the
guarantee by any Person shall not include endorsements by such Person for collection or deposit, in
either case, in the ordinary course of business.



          “Holder” means any person in whose name a Note is registered.



          “Indebtedness” means, with respect to any Person, without duplication, and whether or
not contingent, (i) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services or which is evidenced by a note, bond, debenture or similar
instrument, (ii) all Capital Lease Obligations of such Person, (iii) all reimbursement obligations
of such Person in respect of letters of credit or bankers’ acceptances issued or created for the
account of such Person, (iv) all Interest Rate Agreement Obligations of such Person, (v) all
liabilities secured by any Lien on any property owned by such Person even if such Person has not
assumed or otherwise become liable for the payment thereof to the extent of the lesser of (x) the
amount of the Obligation so secured and (y) the fair market value of the property subject to such
Lien, (vi) all obligations to purchase, redeem, retire, or otherwise acquire for value any Capital
Stock of such Person, or any warrants, rights or options to acquire such Capital Stock, now or
hereafter outstanding on or prior to the Stated Maturity of the Notes (which for the avoidance of
doubt shall exclude the Company’s Series D perpetual preferred stock as in effect on the Issue
Date), (vii) to the extent not included in (vi), all Disqualified Stock issued by such Person,
valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued
and unpaid dividends thereon, and (viii) to the extent not otherwise included, any guarantee by
such Person of any other Person’s indebtedness or other obligations described in clauses (i)
through (vii) above. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by the fair market value of, such Disqualified Stock, such fair market
value is to be determined in good faith by the board of directors of the issuer of such
Disqualified Stock.



-8-









 





          “Indenture” means this Indenture as amended or supplemented from time to time.



          “Independent Director” means a director of the Company other than a director (i) who
(apart from being a director of the Company or any Subsidiary) is an employee, associate or
Affiliate of the Company or a Subsidiary or has held any such position during the previous five
years, or (ii) who is a director, employee, associate or Affiliate of another party to the
transaction in question.



          “Initial Notes” means the $365,000,000 aggregate principal amount of Notes originally
issued on the Issue Date, and any replacement Notes and Exchange Notes issued in exchange therefor
in accordance with this Indenture.



          “Initial Purchasers” means Banc of America Securities LLC, Wells Fargo Securities, LLC
and Citadel Securities LLC, as initial purchasers under the Issue Date Registration Rights
Agreement.



          “Insolvency or Liquidation Proceeding” means, with respect to any Person, any
liquidation, dissolution or winding up of such Person, or any bankruptcy, reorganization,
insolvency, receivership or similar proceeding with respect to such Person, whether voluntary or
involuntary.



          “Intercreditor Agreement” means that certain intercreditor agreement, dated as of the
date hereof, among the Company, Wells Fargo Bank, N.A. (as successor by merger to Wachovia Bank,
National Association), as administrative agent under the Senior Credit Facility, the Collateral
Agent and the other parties from time to time party thereto.



          “Interest Rate Agreement Obligations” means, with respect to any Person, the
Obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements, and (ii) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates.



          “Investments” means, with respect to any Person, all investments by such Person in
other Persons (including Affiliates of such Person) in the form of loans, guarantees, advances or
capital contributions (excluding commission, travel, relocation and similar advances to officers
and employees made in the ordinary course of business) purchases or other acquisitions for
consideration of Indebtedness, Capital Stock or other securities and all other items that are or
would be classified as investments on a balance sheet prepared in accordance with GAAP.
“Investments” shall exclude extensions of trade credit (including extensions of credit in respect
of equipment leases) by the Company and its Restricted Subsidiaries in the ordinary course of
business in accordance with normal trade practices of the Company or such Subsidiary, as the case
may be.



          “Issue” means create, issue, assume, guarantee, incur or otherwise become, directly or
indirectly, liable for any Indebtedness or Capital Stock, as applicable; provided, however, that
any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by designation, merger, consolidation, acquisition or otherwise) shall be deemed to be
issued by such Subsidiary at the time it becomes a Subsidiary. For this definition, the terms
“issuing,” “issuer,” “issuance” and “issued” have meanings
correlative to the foregoing.



          “Issue Date” means April 29, 2010.



-9-









 





          “Issue Date Registration Rights Agreement” means the Registration Rights Agreement,
dated as of April 29, 2010, by and among the Company, the Subsidiary Guarantors and the Initial
Purchasers.



          “Legal Holiday” means a Saturday, Sunday or other day on which banking institutions in
the State of New York are authorized or required by law to close.



          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in any asset and any filing of, or agreement to give, any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).



          “LMA” means a local marketing arrangement, joint sales agreement, time brokerage
agreement, shared services agreement, management agreement or similar arrangement pursuant to which
a Person, subject to customary preemption rights and other limitations (i) obtains the right to
sell a portion of the advertising inventory of a television station of which a third party is the
licensee, (ii) obtains the right to exhibit programming and sell advertising time during a portion
of the air time of a television station or (iii) manages a portion of the operations of a
television station.



          “Net Loss Proceeds” means the aggregate cash proceeds received by the Company or any
Subsidiary Guarantor in respect of any Event of Loss, including, without limitation, insurance
proceeds, condemnation awards or damages awarded by any judgment, net of the direct cost in
recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and
insurance adjuster fees and any relocation expenses incurred as a result thereof), amounts required
to be applied to the repayment of Indebtedness secured by any Permitted Collateral Lien on the
asset or assets that were the subject of such Event of Loss (other than any Lien which does not
rank prior to the Second Priority Liens), and any taxes paid or payable as a result thereof.



          “Net Proceeds” means, with respect to any Asset Sale by any Person, the aggregate cash
proceeds received by such Person and/or its Affiliates in respect of such Asset Sale, which amount
is equal to the excess, if any, of (i) the cash received by such Person and/or its Affiliates
(including any cash payments received by way of deferred payment pursuant to, or monetization of, a
note or installment receivable or otherwise, but only as and when received) in connection with such
Asset Sale, over (ii) the sum of (a) the amount of any Indebtedness that is secured by such asset
and which is required to be repaid by such Person in connection with such Asset Sale, plus (b) all
fees, commissions and other expenses incurred by such Person in connection with such Asset Sale,
plus (c) provision for taxes, including income taxes, attributable to the Asset Sale or
attributable to required prepayments or repayments of Indebtedness with the proceeds of such Asset
Sale, plus (d) a reasonable reserve for the after-tax cost of any indemnification payments (fixed
or contingent) attributable to seller’s indemnities to purchaser in respect of such Asset Sale
undertaken by the Company or any of its Subsidiaries in connection with such Asset Sale, plus
(e) if such Person is a Subsidiary of the Company, any dividends or distributions payable to
holders of minority interests in such Subsidiary from the proceeds of such Asset Sale.



          “Non-Recourse Debt” means Indebtedness:



          (1) as to which neither the Company, the Subsidiary Guarantors, nor any Restricted Subsidiary
(a) provides credit support of any kind (including any undertaking, agreement or instrument that



-10-









 




would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;




          (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of
the Company, the Subsidiary Guarantors, or any Restricted Subsidiary to declare a default on such
other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to
its Stated Maturity; and



          (3) as to which the lenders have been notified in writing that they will not have any recourse
to the stock or assets of the Company, the Subsidiary Guarantors, or any Restricted Subsidiary
(other than the Capital Stock of an Unrestricted Subsidiary).



          “Note” means a Note (including the Subsidiary Guarantees, as amended or supplemented
from time to time in accordance with the terms hereof), including any Initial Note or Additional
Note, or any Exchange Note in connection with a Registered Exchange Offer, undertaken pursuant to a
Registration Rights Agreement, issued pursuant to this Indenture.



          “Notes Custodian” means U.S. Bank National Association, as custodian with respect to
the Notes in global form, or any successor entity thereto or any replacement designated by DTC.



          “Obligations” means any principal, interest (including, without limitation, interest
accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company
or a Subsidiary Guarantor, as the case may be, regardless of whether or not a claim for post-filing
interest is allowed in such proceedings), penalties, fees, indemnifications, reimbursement
obligations, damages and other liabilities payable under the documentation governing any
Indebtedness.



          “Offer” means a Change of Control Offer made pursuant to Section 4.13, an Asset Sale
Offer made pursuant to Section 4.14 or an Event of Loss Offer made pursuant to Section 4.21.



          “Offering Memorandum” means the Offering Memorandum dated April 21, 2010, relating to
the offering of the Initial Notes



          “Officer” means, with respect to any Person, the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary or any Vice-President of such Person.



          “Officers’ Certificate” means a certificate signed by two Officers of the Company
which shall include at least one of the Chief Executive Officer, the President or the Chief
Financial Officer.



          “Operating Cash Flow” means, with respect to any period and without duplication, the
Consolidated Net Income of the Company and its Restricted Subsidiaries for such period, plus
(i) any extraordinary net losses, net losses from the disposition of any securities, net losses
from the extinguishment of any Indebtedness and net losses realized on any sale of assets during
such period, to the extent such losses were deducted in computing Consolidated Net Income, plus
(ii) provision for taxes based on income or profits, to the extent such provision for taxes was
included in computing such Consolidated Net Income, plus (iii) Consolidated Interest Expense of the
Company and its Restricted Subsidiaries for such period, to the extent deducted in computing such
Consolidated Net Income, plus (iv) depreciation, amortization,



-11-









 




impairment and all other non-cash
charges, to the extent such depreciation, amortization, impairment and other non-cash charges were
deducted in computing such Consolidated Net Income (including pension expense, impairment of Film
Contracts, goodwill, broadcast licenses and other intangible assets including amortization of other
intangible assets and Film Contracts), but excluding any such charges which represent any accrual
of, or a reserve for, cash charges for a future period, plus (v) any fees recognized as expenses,
including deferred finance costs, incurred in connection with the issuance of the Notes and the
entering into of the Second Amendment to the Senior Credit Facility (including, without limitation,
ratings agency fees) to the extent that such costs were deducted in computing Consolidated Net
Income, plus (vi) non-capitalized transaction costs incurred in connection with actual or proposed
financings, acquisitions or transactions to the extent that such costs were deducted in computing
Consolidated Net Income, plus (vii) non-cash compensation expense incurred with any issuance of
equity interests to an employee of such Person or any Restricted Subsidiary and plus (viii)
non-cash items decreasing Consolidated Net Income (to the extent included in computing such
Consolidated Net Income), minus (ix) any cash payments made with respect to Film Contracts and
pension obligations (to the extent not previously included in computing such Consolidated Net
Income), minus (x) extraordinary net gains, net gains from the disposition of any securities, net
gains from the extinguishment of any Indebtedness and any net gains realized on any sale of assets
during such period, minus (xi) non-cash items increasing Consolidated Net Income other than the
accrual of revenue or other items in the ordinary course of business (to the extent included in
computing such Consolidated Net Income) and minus (xii) provision for taxes based on losses, to the
extent such benefit for taxes was included in computing such Consolidated Net Income.




          “Opinion of Counsel” means a written opinion in form and substance satisfactory to,
and from legal counsel acceptable to, the Trustee (such counsel may be an employee of or counsel to
the Company or the Trustee).



          “Permitted Additional Pari Passu Secured Obligations” means obligations under any
Additional Notes or other Indebtedness secured by the Second Priority Liens; provided that the
amount of such obligations does not exceed an amount (x) such that immediately after giving effect
to the incurrence of such Additional Notes or other Indebtedness, as applicable, and the receipt
and application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio of the Company and
its Restricted Subsidiaries would be less than or equal to 7.0 to 1.0, or (y) that may be incurred
pursuant to Section 4.07(b)(ii); provided that (i) the representative of such Permitted Additional
Pari Passu Secured Obligation executes a joinder agreement to the Collateral Agreement and the
Intercreditor Agreement, in each case in the form attached thereto agreeing to be bound thereby and
(ii) the Company has designated such Indebtedness as “Permitted Additional Pari Passu Secured
Obligations” under the Collateral Agreement and the Intercreditor Agreement.



          “Permitted Collateral Liens” means:




     (i) Liens securing the Notes outstanding on the Issue Date, Refinancing Indebtedness
with respect to such Notes, the Guarantees relating thereto and any Obligations with respect
to such Notes, Refinancing Indebtedness and Guarantees;




     (ii) Liens securing Permitted Additional Pari Passu Secured Obligations permitted to be
incurred pursuant to this Indenture (including Additional Notes), the Guarantees relating
thereto and any Obligations with respect to such Notes and Refinancing Indebtedness with
respect to such Permitted Additional Pari Passu Secured Obligations, the Guarantees relating
thereto and any Obligations with respect to such Notes; provided that such Liens are granted
pursuant to the provisions of the Security Documents;



-12-









 






     (iii) Liens existing on the Issue Date (other than Liens specified in clause (i) or
(ii) above) and any extension, renewal, refinancing or replacement thereof so long as such
extension, renewal, refinancing or replacement does not extend to any other property or
asset and does not increase the outstanding principal amount thereof (except by the amount
of any premium or fee paid or payable or original issue discount in connection with such
extension, renewal, replacement or refinancing);




     (iv) Liens described in clauses (ii) (which Liens shall be subject to the
Intercreditor Agreement), (iii), (iv), (v), (vi), (vii), (viii), (ix), (xi) (where the Liens
securing the Indebtedness being refinanced were Permitted Collateral Liens), (xii), (xiii),
(xiv), (xv), (xvi), (xvii), (xviii), (xix), (xx), (xxi) or (xxii) of the definition of
“Permitted Liens”;




     (v) survey exceptions, encumbrances, easements or reservations of, or rights of others
for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and
other similar purposes, or zoning or other similar restrictions as to the use of real
properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not incurred in connection with Indebtedness and
which do not individually or in the aggregate materially adversely affect the value of the
property affected thereby or materially impair the use of such property in the operation of
the business of such Person;




     (vi) other Liens (not securing Indebtedness) incidental to the conduct of the business
of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership
of their assets which do not individually or in the aggregate materially adversely affect
the value of the property affected thereby or materially impair the use of such property in
the operation of the business of the Company or its Restricted Subsidiaries; and




     (vii) Liens on the Collateral in favor of the Collateral Agent relating to Collateral
Agent’s administrative expenses with respect to the Collateral.



          “Permitted Holders” means (i) each of J. Mack Robinson and Robert S. Prather, Jr.;
(ii) their spouses and lineal descendants; (iii) in the event of the incompetence or death of any
of the Persons described in clauses (i) and (ii), such Person’s estate, executor, administrator,
committee or other personal representative; (iv) any trusts created for the benefit of the Persons
described in clause (i) or (ii); or (v) any Person controlled by any of the Persons described in
clause (i), (ii), or (iv) and (v) any group of Persons (as defined in the Exchange Act) in which
the Persons described in clause (i), (ii), or (iv), individually or collectively, control such
group. For purposes of this definition, “control,” as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of such Person, whether through ownership of voting securities or by
agreement or otherwise.



          “Permitted Investments” means:




     (i) Investments existing on the Issue Date (and any extension, modification or renewal
or any such Investments, but only to the extent not involving additional advances,
contributions or increases thereof, other than as a result of accrual or accretion of
original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to
the terms of the Investment in effect on the Issue Date), and any Investment in the Company,
any Restricted Subsidiary or any Qualified Joint Venture;



-13-









 






          (ii) any Investments in Cash Equivalents;




          (iii) any Investment in a Person (an “Acquired Person”) if, as a result of such
Investment, (a) the Acquired Person becomes a Restricted Subsidiary, or (b) the Acquired
Person either (1) is merged, consolidated or amalgamated with or into the Company or a
Restricted Subsidiary and the Company or such Restricted Subsidiary is the Surviving Person,
or (2) transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or a Restricted Subsidiary;




          (iv) accounts and notes receivable generated or acquired in the ordinary course of
business;




          (v) Interest Rate Agreement Obligations permitted pursuant to Section 4.07(b)(vi);




          (vi) any Investments received in compromise of obligations of such persons incurred in
the ordinary course of trade creditors or customers that were incurred in the ordinary
course of business, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer;




          (vii) Investments consisting of endorsements of negotiable instruments and similar
documents, accounts receivables, deposits, prepayments, credits or purchases of inventory,
supplies, materials and equipment, deposits to secure lease or utility payments, in each
case in the ordinary course of business; and




          (viii) any other Investments in an aggregate amount up to $5.0 million in any calendar
year (provided that any unused amounts in any calendar year may be carried forward to one or
more future periods) plus, to the extent not increasing the amount available under Section
4.05(a)(iii), in the case of the disposition or repayment of any such Investment made
pursuant to
this clause (viii) for cash, an amount equal to the lesser of the return of capital
with respect to such Investment and the cost of such Investment, in either case, reduced
(but not below zero) by the excess, if any, of the cost of the disposition of such
Investment over the gain, if any, realized by the Company or Restricted Subsidiary, as the
case may be, in respect of such disposition.




          “Permitted Liens” means:




          (i) Liens existing on the Issue Date;




          (ii) Liens that secure the Senior Credit Facility (incurred pursuant to clause (i) of
the definition of “Permitted Indebtedness”); provided that such Liens are subject to the
provisions of the Intercreditor Agreement;




          (iii) Liens securing Indebtedness of a Person existing at the time that such Person is
merged into or consolidated with the Company or a Restricted Subsidiary of the Company,
provided that such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of such Person;




          (iv) Liens on property acquired by the Company or a Restricted Subsidiary, provided
that such Liens were in existence prior to the contemplation of such acquisition and do not
extend to any other property;



-14-









 






          (v) Liens in favor of the Company or any Restricted Subsidiary of the Company;




          (vi) Liens incurred, or pledges and deposits in connection with, workers’ compensation,
unemployment insurance and other social security benefits, and leases, appeal bonds and
other obligations of like nature incurred by the Company or any Restricted Subsidiary of the
Company in the ordinary course of business;




          (vii) Liens imposed by law, including, without limitation, mechanics’, carriers’,
warehousemen’s, materialmen’s, suppliers’ and vendors’ Liens, incurred by the Company or any
Restricted Subsidiary of the Company in the ordinary course of business;




          (viii) Liens securing Permitted Purchase Money Indebtedness and Capital Lease
Obligations incurred pursuant to Section 4.07(b)(vii); provided that such Liens do not
extend to or cover any assets other than such assets acquired or constructed after the Issue
Date with the proceeds of such Permitted Purchase Money Indebtedness;




          (ix) Liens for ad valorem, income or property taxes or assessments and similar charges
which either are not delinquent or are being contested in good faith by appropriate
proceedings for which the Company has set aside on its books reserves to the extent required
by GAAP;




          (x) Liens on assets or Capital Stock of Unrestricted Subsidiaries that secure
Non-Recourse Debt of Unrestricted Subsidiaries;




          (xi) Liens securing Refinancing Indebtedness where the Liens securing Indebtedness
being refinanced were permitted under this Indenture;




          (xii) easements, rights-of-way, zoning and similar restrictions, encroachments,
protrusions and other similar encumbrances or title defects incurred or imposed as
applicable, in the ordinary course of business and consistent with industry practices and zoning or other
restrictions as to the use of real properties or Liens incidental which are imposed by any
governmental authority having jurisdiction over such property;




          (xiii) Liens securing reimbursement obligations with respect to commercial letters of
credit which encumber documents and other property relating to letters of credit and
products and proceeds thereof;




          (xiv) Liens securing Interest Rate Agreement Obligations which Interest Rate Agreement
Obligations relate to Indebtedness that is otherwise permitted under this Indenture;




          (xv) leases, licenses, sub-licenses or subleases granted to others and Liens arising
from filing UCC financing statements regarding leases;




          (xvi) Liens securing judgments, attachments or awards not giving rise to an Event of
Default and notices of lis pendens and associated rights related to litigation being
contested in good faith by appropriate proceedings and for which adequate reserves as is
required in conformity with GAAP has been made therefor;



-15-









 






          (xvii) Liens (i) that are contractual rights of set-off (A) relating to treasury,
depository and cash management services with banks or any automated clearing house transfers
of funds, in each case, in the ordinary course of business and not given in connection with
the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the
Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Company or any Restricted
Subsidiary or (C) relating to purchase orders and other agreements entered into with
customers of the Company or any Restricted Subsidiary in the ordinary course of business and
(ii) of a collection bank arising under Section 4-210 of the UCC on items in the course of
collection, in favor of a banking institution arising as a matter of law encumbering
deposits (including the right of set-off) arising in the ordinary course of business in
connection with the maintenance of such accounts and which are within the general parameters
customary in the banking industry;




          (xviii) Liens arising by operation of law or contract on insurance policies and the
proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the
ordinary course of business securing liability for premiums or reimbursement or
indemnification obligations of (including obligations in respect of letters of credit or
bank guarantees for the benefit of) insurance carriers;




          (xix) utility and other similar deposits made in the ordinary course of business;




          (xx) Liens on cash or Cash Equivalents, arising in connection with the defeasance,
discharge or redemption of Indebtedness or escrowed to repurchase or redeem Indebtedness or
Capital Stock, in each case where such defeasance, discharge, redemption or repurchase is
otherwise permitted hereunder;




          (xxi) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business so long as such leases, subleases, licenses or sublicenses are
subordinate in all respects to the Liens granted and evidenced by the Security Documents and
which do not materially interfere with the ordinary conduct of the business of the Company
or any Restricted Subsidiaries and do not secure any Indebtedness; and




          (xxii) Liens on assets or Capital Stock in connection with merger agreements, stock or
asset purchase agreements and similar agreements in respect of the disposition of such
assets or Capital Stock otherwise permitted under this Indenture for so long as such
agreements are in effect.



          “Permitted Purchase Money Indebtedness” means any Indebtedness incurred for the
acquisition of intellectual property rights, property, plant or equipment used or useful in the
business of the Company.



          “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated organization or government or
any agency or political subdivision thereof.



          “Preferred Stock” as applied to the Capital Stock of any Person, means Capital Stock
of any class or classes (however designated) which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over Capital Stock of any other class of such Person.



-16-









 





          “Public Equity Offering” means an underwritten public offering of Capital Stock (other
than Disqualified Stock) of the Company subsequent to the Issue Date pursuant to an effective
registration statement filed under the Securities Act, the net proceeds of which to the Company
(after deducting any underwriting discounts and commissions) exceed $25.0 million.



          “QIB” means any “qualified institutional buyer” (as defined in Rule 144A).



          “Qualified Joint Venture” means a newly-formed, majority-owned Subsidiary where
Capital Stock of the Subsidiary is issued to a Qualified Joint Venture Partner in consideration of
the contribution primarily consisting of assets used or useful in the business of owning and
operating television stations, all businesses directly related thereto, and any electronic news and
information delivery business and any other television broadcasting-related, television
distribution-related or television content-related business.



          “Qualified Joint Venture Partner” means a person who is not affiliated with the
Company.



          “Refinancing Indebtedness” means Indebtedness that refunds, refinances, defeases,
renews, replaces or extends any Indebtedness permitted to be incurred by the Company or any
Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any
other lender or creditor or group of lenders or creditors, but only to the extent that:




     (i) the Refinancing Indebtedness is subordinated to the Notes to at least the same
extent as the Indebtedness being refunded, refinanced, defeased, renewed, replaced or
extended, if such Indebtedness was subordinated to the Notes,




     (ii) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the
Indebtedness being refunded, refinanced or extended or (b) at least 91 days after the
maturity date of the Notes,




     (iii) the Refinancing Indebtedness has a weighted average life to maturity at the time
such Refinancing Indebtedness is incurred that is equal to or greater than the weighted
average
life to maturity of the Indebtedness being refunded, refinanced, defeased, renewed,
replaced or extended,




     (iv) such Refinancing Indebtedness (or accreted amount in the case of any Indebtedness
issued with original issue discount, as such) is in an aggregate principal amount that is
less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case
of any Indebtedness issued with original issue discount, as such) then outstanding under the
Indebtedness being refunded, refinanced, defeased, renewed, replaced or extended, (b) the
amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
pre-existing optional prepayment provisions on such Indebtedness being refunded, refinanced,
defeased, renewed, replaced or extended and (c) the amount of reasonable and customary fees,
expenses and costs related to the incurrence of such Refinancing Indebtedness, and




     (v) such Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary of the Company that is not a Guarantor that refinances Indebtedness of the
Company or a Guarantor or (y) Indebtedness of the Company or a Restricted Subsidiary that
refinances Indebtedness of an Unrestricted Subsidiary.



-17-









 





          “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Notes or Additional Notes, as the case may be, to
issue and deliver to such Holders, in exchange for their Initial Notes or Additional Notes, as the
case may be, a like aggregate principal amount of Exchange Notes registered under the Securities
Act.



          “Registration Rights Agreement” means any registration rights agreement among the
Company, the Subsidiary Guarantors and one or more investment banks acting as initial purchasers in
connection with any issuance of Notes under this Indenture, including the Issue Date Registration
Rights Agreement.



          “Registration Statement” means the Shelf Registration Statement or Exchange Offer
Registration Statement, as applicable.



          “Regulation S” means Regulation S under the Securities Act or any successor
regulation.



          “Regulation S Note” means all Initial Notes or all Additional Notes, as the case may
be, offered and sold outside the United States in reliance on Regulation S.



          “Restricted Investment” means an Investment other than a Permitted Investment.



          “Restricted Notes Legend” means the legend set forth in Section 2.3(e)(i) of
Appendix A.



          “Restricted Payment” means (i) any dividend or other distribution declared or paid on
any Capital Stock of the Company or any of its Restricted Subsidiaries (other than dividends or
distributions payable solely in Capital Stock (other than Disqualified Stock) of the Company or
such Restricted Subsidiary or dividends or distributions payable to the Company or any Restricted
Subsidiary); (ii) any payment to purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company or any Restricted Subsidiary of the Company or other Affiliate of the
Company (other than any Capital Stock owned by the Company or any Restricted Subsidiary); (iii) any
payment to purchase, redeem, defease or otherwise acquire or retire for value any Subordinated
Indebtedness prior to the scheduled maturity thereof except for any purchase, redemption,
defeasance or other acquisition or retirement within one year of the scheduled maturity thereof; or
(iv) any Restricted Investment.



          “Restricted Period” means, in respect of any Note, the 40 consecutive days beginning
on and including the later of (a) the day on which any Notes represented thereby are offered to
persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to
Regulation S and (b) the issue date for such Notes.



          “Restricted Subsidiary” means any Subsidiary that has not been designated as an
“Unrestricted Subsidiary” in accordance with this Indenture.



          “Rule 144” means Rule 144 under the Securities Act (or any successor rule).



          “Rule 144A” means Rule 144A under the Securities Act (or any successor rule).



          “Rule 144A Notes” means all Initial Notes or all Additional Notes, as the case may be,
offered and sold to QIBs in reliance on Rule 144A.



          “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



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          “Second Lien Obligations” means the Indebtedness incurred and Obligations under this
Indenture and any Permitted Additional Pari Passu Secured Obligations.



          “Second Priority Liens” means all Liens in favor of the Collateral Agent on Collateral
securing the Second Lien Obligations, including, without limitation, any Permitted Additional Pari
Passu Secured Obligations.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Security Documents” means the Collateral Agreement, the Intercreditor Agreement and
all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust
deeds or other instruments or agreements evidencing or creating or purporting to create any
security interests in favor of the Collateral Agent for its benefit and for the benefit of the
Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Secured
Obligations, in all or any portion of the Collateral, in each case, as amended, modified, restated,
supplemented or replaced from time to time.



          “Senior Credit Facility” means the Credit Agreement, dated as of March 19, 2007, as
amended, by and among the Company and the guarantors named therein, Wachovia Bank, National
Association, as the administrative agent and the other agents and lenders named therein as the same
may be amended, modified, renewed, refunded, replaced or refinanced in whole or in part from time
to time, including (i) any related notes, letters of credit, guarantees, collateral documents,
indentures, instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time, and (ii) any notes,
guarantees, collateral documents, instruments and agreements executed in connection with any such
amendment, modification, renewal, refunding, replacement or refinancing.



          “Shelf Registration Statement” means a registration statement filed by the Company in
connection with the offer and sale of Notes pursuant to Section 4 of the Issue Date Registration
Rights Agreement or corresponding provisions in such other Registration Rights Agreement.



          “Stated Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the final payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency).



          “Subordinated Indebtedness” means any Indebtedness of the Company or a Subsidiary
Guarantor if the instrument creating or evidencing such Indebtedness or pursuant to which such
Indebtedness is outstanding expressly provides that such Indebtedness is subordinated in right of
payment to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be.



          “Subsidiary” of any Person means (i) any corporation more than 50% of the outstanding
Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or
more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries
thereof, or (ii) any limited partnership of which such Person or any Subsidiary of such Person is a
general partner, or (iii) any other Person (other than a corporation or limited partnership) in
which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more
other Subsidiaries thereof, directly or indirectly, has more than 50% of the outstanding
partnership or similar interests or has the power, by contract or otherwise, to direct or cause the
direction of the policies, management and affairs thereof.



-19-









 





          “Subsidiary Guarantees” means the guarantees of the Notes issued by the Subsidiary
Guarantors.



          “Subsidiary Guarantor” means (i) each Restricted Subsidiary of the Company existing on
the Issue Date, (ii) each of the Company’s Subsidiaries which becomes a guarantor of the Notes in
compliance with Section 4.17, and (iii) each of the Company’s Subsidiaries executing a supplemental
indenture in which such Subsidiary agrees to be bound by the terms of this Indenture.



          “Surviving Person” means, with respect to any Person involved in or that makes any
Disposition, the Person formed by or surviving such Disposition or the Person to which such
Disposition is made.



          “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as
amended by the Trust Indenture Reform Act of 1990, and as in effect on the Issue Date.



          “Transfer Restricted Notes” means Definitive Notes and any other Notes that bear or
are required to bear the Restricted Notes Legend.



          “Trust Monies” means all cash and Cash Equivalents received by the Trustee:




     (1) upon the release of Collateral from the Lien of this Indenture or the Security
Documents, including all Net Proceeds and Net Loss Proceeds and all moneys received in
respect of the principal of all purchase money, governmental and other obligations;




     (2) pursuant to the Security Documents;




     (3) as proceeds of any sale or other disposition of all or any part of the Collateral
by or on behalf of the Trustee or any collection, recovery, receipt, appropriation or other
realization of or from all or any part of the Collateral pursuant to this Indenture or any
of the Security Documents or otherwise; or




     (4) for application as provided in the relevant provisions of this Indenture or any
Security Document or which disposition is not otherwise specifically provided for in this
Indenture or in any Security Document;


provided, however, that Trust Monies shall in no event include any property deposited with the
Trustee for any redemption, legal defeasance or covenant defeasance of Notes, for the satisfaction
and discharge of this Indenture or to pay the purchase price of Notes pursuant to an Offer to
Purchase in accordance with the terms of this Indenture and shall not include any cash received or
applicable by the Trustee in payment of its fees and expenses.




          “Trust Officer” means any officer within the Corporate Trust Division of the Trustee,
who has responsibility for administrering this Indenture, including, without limitation, any vice
president, associate, assistant vice president, treasurer, assistant treasurer, assistant secretary
or special assistant secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above-designated officers, and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is referred because of
his or her knowledge of and familiarity with the particular subject.




-20-












 





          “Trustee” means U.S. Bank National Association until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means such successor.



          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or
all of the perfection or priority of the Collateral Agent’s security interest in any item or
portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in
effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to
such perfection or priority and for purposes of definitions relating to such provisions.



          “Unrestricted Subsidiary” means (i) any Subsidiary designated as such by the Board of
Directors of the Company as set forth below and (ii) any Subsidiary of an Unrestricted Subsidiary.
The Company may designate the Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock of, or owns or holds any Lien on any property of, any other Restricted
Subsidiary of the Company; provided that either (a) the Subsidiary to be so designated has total
assets of $1,000 or less or (b) immediately after giving effect to such designation, the Company
could incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant
to Section 4.07; and provided further that the Company could make a Restricted Payment or Permitted
Investment in an amount equal to the fair market value as determined in good faith by the Board of
Directors of such Subsidiary pursuant to Section 4.05 and such amount is thereafter treated as a
Restricted Payment or Permitted Investment for the purpose of calculating the amount available with
such covenant. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all
the Indebtedness of such Unrestricted Subsidiary could be incurred under Section 4.07 and (ii) all
the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to
Section 4.09.



          “U.S. Government Obligations” means direct obligations of the United States of America
for the payment of which the full faith and credit of the United States of America is pledged,
provided that no U.S. Government Obligation shall be callable at the Company’s option prior to the
Stated Maturity of the Notes.



          “Voting Stock” means, with respect to any Person, Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of such
Person (irrespective of whether or not at the time stock of any other class or classes shall have
or might have voting power by reason of the happening of any contingency).



          “Weighted Average Life to Maturity” means, with respect to any Indebtedness at any
date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying
(a) the amount of each then remaining installment, sinking fund, serial maturity or other required
scheduled payment of principal, including payment at final maturity, in respect thereof, with (b)
the number of years (calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment, by (ii) the then outstanding aggregate principal amount of such
Indebtedness.



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          Section 1.02. Other Definitions.



	 	 	 	 	 
	 	 	 
	Term	 	Defined in Section1
	“Agent Members”

	 	 	2.1(b)

	(App. A)
	“Asset Sale Offer”

	 	 	4.14	 
	“Asset Sale Offer Purchase Date”

	 	 	4.14	 
	“Asset Sale Offer Trigger Date”

	 	 	4.14	 
	“Change of Control Offer”

	 	 	4.13	 
	“Change of Control Purchase Date”

	 	 	4.13	 
	“Covenant Defeasance Option”

	 	 	8.01	 
	“Event of Default”

	 	 	6.01	 
	“Excess Proceeds”

	 	 	4.14	 
	“Global Note”

	 	 	2.1(a)
	(App. A)
	“IAI Global Note”

	 	 	2.1(a)
	(App. A)
	“Legal Defeasance Option”

	 	 	8.01	 
	“Net Offering Proceeds”

	 	 	4.20	 
	“Non-Payment Default”

	 	 	10.03	 
	“Notice of Default”

	 	 	6.01	 
	“Paying Agent”

	 	 	2.03	 
	“Payment Restriction”

	 	 	4.11	 
	“Permitted Indebtedness”

	 	 	4.07	 
	“Permitted Payments”

	 	 	4.05	 
	“Purchase Date”

	 	 	3.08	 
	“Refinancing Indebtedness”

	 	 	4.07	 
	“Registrar”

	 	 	2.03	 
	“Regulation S Global Note”

	 	 	2.1(a)
	(App. A)
	“Required Filing Dates”

	 	 	4.02	 
	“Rule 144A Global Note”

	 	 	2.1(a)
	(App. A)
	“Trustee Expenses”

	 	 	6.08	 






          Section 1.03. Incorporation by Reference of TIA. Whenever this Indenture refers to a
provision of the Trust Indenture Act of 1939, as amended, the provision is incorporated by
reference in, and made a part of, this Indenture. Any terms incorporated by reference in this
Indenture that are defined by the TIA, defined by the TIA’s reference to another statute or defined
by Commission rule under the TIA have the meanings so assigned to them therein.



          Section 1.04. Rules of Construction. Unless the context otherwise requires: (1) a
term has the meaning assigned to it in this Indenture; (2) an accounting term not otherwise defined
herein has the meaning assigned to it under GAAP; (3) “or” is not exclusive; (4) words in the
singular include the plural, and in the plural include the singular; (5) provisions apply to
successive events and transactions;





 




			
	1	 	Section reference is to this Indenture,
unless marked with “(App. A)” indicating such reference is to
Appendix A hereof.




-22 -









 









and (6) unless otherwise specified, any reference to a Section
or Article refers to such Section or Article of this Indenture.




ARTICLE II




THE NOTES



          Section 2.01. Form and Dating. The (i) Initial Notes and the Trustee’s certificate of
authentication therefor and (ii) Additional Notes and the Trustee’s certificate of authentication
therefor shall each be substantially in the form of Exhibit A. The Exchange Notes and the
Trustee’s certificate of authentication therefor shall be substantially in the form of Exhibit
B. The notation on each of such Notes relating to the Subsidiary Guarantees shall each be
substantially in the form of Exhibit C. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall
approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be
dated the date of its issuance and shall show the date of its authentication. Each note shall bear
the corporate seal of the Company which shall be attested by the Company’s secretary or an
assistant secretary.



          The terms and provisions contained in the Notes and the Subsidiary Guarantees shall
constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable,
the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.



          Section 2.02. Execution and Authentication. Two Officers of the Company shall sign
each Note for the Company by manual or facsimile signature. If an Officer whose signature is on a
Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless
be valid. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth
in Section 11.04. A Note shall not be valid until authenticated by the manual signature of the
Trustee, and the Trustee’s signature shall be conclusive evidence that the Note has been
authenticated under this Indenture. The form of Trustee’s certificate of authentication to be
borne by the Notes shall be substantially as set forth in Exhibit A or B, as
applicable. The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company or any of its Affiliates.



          The Trustee (i) shall authenticate Initial Notes for original issue in the aggregate principal
amount of $365,000,000 and (ii) shall authenticate Additional Notes, in each case, as otherwise set
forth in Appendix A and, in the case of Additional Notes only, upon receipt of an Officers’
Certificate and an Opinion of Counsel. The Officers’ Certificate shall also specify the amount of
Additional Notes to be authenticated and the date on which the Additional Notes are to be
authenticated. Upon receipt of a written order of the Company in the form of an Officers’
Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to
reflect any name change of the Company.



          Section 2.03. Registrar; Paying Agent; Depositary. The Company shall maintain an
office or agency (the “Registrar”) where Notes may be presented for registration of
transfer or for exchange and an office or agency (the “Paying Agent”) where Notes may be
presented for payment. The Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Paying Agent”



-23 -









 




 includes any additional paying agent. The Company may change the
Paying Agent, Registrar or co-registrar without prior notice to any Holder. The Company shall
notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent
not a party to this Indenture. The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, and such
agreement shall incorporate the provisions of the TIA and implement the provisions of this
Indenture that relate to such Agent.




          The Company initially appoints the Trustee as Registrar and Paying Agent. If the Company
fails to appoint or maintain a Registrar and/or Paying Agent, the Trustee shall act as such, and
shall be entitled to appropriate compensation in accordance with Section 7.07.



          The Company initially appoints DTC to act as Depositary with respect to any Global Notes and
DTC has initially appointed the Trustee to act as Notes Custodian with respect to any Global Notes.



          Section 2.04. Paying Agent to Hold Money in Trust. The Company shall require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of the Holders or the Trustee all money the Paying Agent holds for the redemption
or purchase of the Notes or for the payment of principal of, or premium, if any, or interest on,
the Notes, and will notify the Trustee of any default by the Company in providing the Paying Agent
with sufficient funds to redeem or purchase Notes or make any payment on the Notes as and to the
extent required to be redeemed, purchased or paid under the terms of this Indenture. While any
such default continues, the Trustee may require the Paying Agent to pay all money it holds to the
Trustee. The Company at any time may require the Paying Agent to pay all money it holds to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or any of
its Affiliates) shall have no further liability for the money it delivered to the Trustee. If the
Company or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the Holders’ benefit all money it holds as Paying Agent.



          Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders
and shall otherwise comply with Section 312(a) of the TIA. If the Trustee is not the Registrar,
the Company shall furnish to the Trustee, semiannually at least fifteen Business Days before each
interest payment date and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request, a list in such form and as of such date as the
Trustee may reasonably require that sets forth the names and addresses of, and the aggregate
principal amount of Notes held by, each Holder, and the Company shall otherwise comply with Section
312(a) of the TIA.



          Section 2.06. Transfer and Exchange. Subject to the provisions of Section 2 of
Appendix A, when Notes are presented to the Registrar or a co-registrar with a request to
register a transfer or to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall register the transfer or make the exchange if its requirements,
including, without limitation, compliance with Appendix A, for such transaction are met;
provided, however, that any Note presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly
authorized in writing. To permit registrations of transfers and exchanges, the Company shall Issue
(and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the
Trustee shall authenticate, Notes at the Registrar’s request. The Trustee shall notify the Company
of all such registered transfers and exchanges contemporaneously with the occurrence of such
transfer or exchange.



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          Neither the Company nor the Registrar shall be required to issue, register the transfer of or
exchange any Note (i) during a period beginning at the opening of business 15 days before the day
of the mailing of notice of any redemption from the Company and ending at the close of business on
the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in
part, except the unredeemed portion of any Note being redeemed in part may be transferred or
exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such
Change of Control Offer or Asset Sale Offer and not withdrawn.



          No service charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection therewith (other than
any such transfer tax or similar governmental charge payable upon exchange pursuant to Section
2.10, 3.07 or 9.05, which the Company shall pay).



          Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and
the Company may deem and treat the Person in whose name any Note is registered as the absolute
owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing on such Note made by anyone other than the Company, the Registrar or any
co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and
interest on, such Note and for all other purposes, and notice to the contrary shall not affect the
Trustee, any Agent or the Company.



          Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers
of beneficial interests in such Global Note may be effected only through a book-entry system (as
described in Section 2.1(b) of Appendix A) maintained by the Depository (or its agent), and
that ownership of a beneficial interest in the Global Note shall be required to be reflected in a
book entry.



          Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee,
or if the Company and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee shall, upon receipt of a written
order signed by two Officers of the Company, authenticate a replacement Note if the Trustee’s
requirements are met, and each such replacement Note shall be an additional obligation of the
Company. If the Trustee or the Company requires, the Holder must supply an indemnity bond that is
sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss that any of them may suffer if a Note is replaced.
The Company and the Trustee may charge for its reasonable expenses in replacing a Note.



          Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes
the Trustee has authenticated except those it has cancelled, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding. If a Note is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that a bona fide purchaser holds the replaced Note. If the entire principal of,
and premium, if any, and accrued interest on, any Note is considered paid under Section 4.01, it
ceases to be outstanding and interest on it ceases to accrue. Subject to Section 2.09, a Note does
not cease to be outstanding because the Company or any Affiliate of the Company holds such Note.



          Section 2.09. Treasury Notes. In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though they are not outstanding;
provided,



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however, that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded. Notwithstanding the foregoing, Notes that the Company or any Affiliate of
the Company offers to purchase or acquires pursuant to an exchange offer, tender offer or otherwise
shall not be deemed to be owned by the Company or any Affiliate of the Company until legal title to
such Notes passes to the Company or such Affiliate, as the case may be.




          Section 2.10. Temporary Notes. Until Definitive Notes are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee, upon receipt of a written order signed by two Officers of the Company, shall authenticate
Definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as Definitive Notes.



          Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee
for cancellation. The Registrar, any co-registrar, the Paying Agent, the Company and its
Subsidiaries shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange, replacement, payment (including all Notes called for redemption and all Notes
accepted for payment pursuant to an Offer) or cancellation, and the Trustee shall cancel all such
Notes and shall destroy all cancelled Notes (subject to the record retention requirements of the
Exchange Act) and deliver a certificate of their destruction to the Company unless, by written
order signed by two Officers of the Company, the Company shall direct that cancelled Notes be
returned to it. The Company may not issue new Notes to replace any Notes that have been cancelled
by the Trustee or that have been delivered to the Trustee for cancellation. If the Company or any
Affiliate of the Company acquires any Notes (other than by redemption pursuant to Section 3.01 or
an Offer pursuant to Section 4.13, 4.14 or 4.21), such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Notes unless and until such
Notes are delivered to the Trustee for cancellation.



          Section 2.12. Defaulted Interest. If the Company defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to Holders on a subsequent special record date, in each
case at the rate provided in the Notes and Section 4.01. The Company shall, with the Trustee’s
consent, fix or cause to be fixed each such special record date and payment date. At least 15 days
before the special record date, the Company (or, at the request of the Company, the Trustee in the
name of, and at the expense of, the Company) shall mail a notice that states the special record
date, the related payment date and the amount of interest to be paid.



          Section 2.13. Record Date. The record date for purposes of determining the identity
of holders of Notes entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture shall be determined as provided for in Section 316(c) of the TIA.



          Section 2.14. CUSIP Number. A “CUSIP” number will be printed on the Notes, and the
Trustee shall use the CUSIP number in notices of redemption, purchase or exchange as a convenience
to Holders; provided that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the Notes and that reliance
may be placed only on the other identification numbers printed on the Notes. The Company will
promptly notify the Trustee of any change in the CUSIP number.



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          Section 2.15. Liquidated Damages Under Registration Rights Agreement. Under certain
circumstances, the Company and the Subsidiary Guarantors may be obligated to pay liquidated damages
to Holders, all as and to the extent set forth in the Issue Date Registration Rights Agreement
applicable to the Initial Notes or any Registration Rights Agreement applicable to Additional
Notes. The terms thereof are hereby incorporated herein by reference and liquidated damages is
deemed to be interest for purposes of this Indenture.



          Section 2.16. Additional Notes. The Company may, from time to time, subject to
compliance with any other applicable provisions of this Indenture (including, without limitation,
Sections 4.07 and 4.09), without the consent of the Holders, create and issue pursuant to this
Indenture Additional Notes having terms and conditions set forth in Exhibit A substantially
identical to those of other Notes, except that Additional Notes:




     (i) may have a different issue date and/or CUSIP number from other Notes;




     (ii) may have a different amount of interest payable on the first interest payment date
after issuance than is payable on other Notes;




     (iii) may have terms specified in the Additional Note Board Resolution or Additional
Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this
Article II and Exhibit A (and related definitions) applicable to such
Additional Notes in order to conform to and ensure compliance with the Securities Act (or
other applicable securities laws) and any registration rights or similar agreement
applicable to such Additional Notes, which are not adverse in any material respect to the
Holder of any outstanding Notes (other than such Additional Notes); and




     (iv) may be entitled to liquidated damages as provided in Section 2.15 not applicable
to other outstanding Notes and may not be entitled to such liquidated damages applicable to
other outstanding Notes.



ARTICLE III




REDEMPTIONS AND OFFERS TO PURCHASE



          Section 3.01. Redemption Provisions.



          (a) Except as set forth below and in Section 3.01(b) and as described below, the Notes are not
redeemable at the Company’s option prior to November 1, 2012. On and after such date, the Notes
will be subject to redemption at the option of the Company, in whole or in part, at the redemption
prices (expressed as percentages of the principal amount of the Notes) set forth below, plus
accrued and unpaid interest to the date fixed for redemption, if redeemed during the period
beginning on the date indicated below.



	 	 	 	 	 
	Year	 	Percentage
	November 1, 2012

	 	 	107.875	%
	May 1, 2013

	 	 	105.250	%
	May 1, 2014 and thereafter

	 	 	100.000	%






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          Notwithstanding the foregoing, at any time prior to November 1, 2012, the Company may, at its
option, use the net proceeds of one or more Public Equity Offerings to redeem up to 35% of the
aggregate principal amount of the Notes (including Additional Notes, if any) originally issued at a
redemption price equal to 110.500% of the principal amount thereof, together with accrued and
unpaid interest to the date fixed for redemption; provided, however, that at least 65% of the
aggregate principal amount of the Notes (including Additional Notes, if any) originally issued
remains outstanding immediately after any such redemption.



          (b) At any time prior to November 1, 2012, the Notes may be redeemed as a whole but not in
part at the option of the Company, upon not less than 30 or more than 60 days’ prior notice mailed
by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest,
if any, to, the redemption date, subject to the right of holders on the relevant record date to
receive interest due on the relevant interest payment date.



          “Make Whole Premium” means with respect to a Note at any redemption date, the greater
of (i) 1.0% of the principal amount of such Note or (ii) the excess of (A) the present value of (1)
the redemption price of such Note at November 1, 2012 (such redemption price being set forth in the
table in Section 3.01(a)) plus (2) all required interest payments due on such Note through November
1, 2012, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B)
the principal amount of such Note.



          “Treasury Rate” means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published in the most recent
Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two
Business Days prior to the redemption date or, if such Statistical Release is no longer published,
any publicly available source or similar market data) most nearly equal to the period from the
redemption date November 1, 2012; provided, however, that if the period from the redemption date to
November 1, 2012 is not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from the redemption
date to November 1, 2012 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used.



          Section 3.02. Notice to Trustee. If the Company elects to redeem Notes pursuant to
Section 3.01(a) or Section 3.01(b), it shall furnish to the Trustee, (i) at least 30 days (or such
shorter period as the Trustee consents to in its sole judgment) but not more than 60 days before
notice of a redemption is to be mailed to Holders, an Officers’ Certificate stating that the
Company is redeeming Notes pursuant to Section 3.01(a) or Section 3.01(b), as the case may be, the
date notice of redemption is to be mailed to Holders, the redemption date, the aggregate principal
amount of Notes to be redeemed, the redemption price for such Notes, any calculations pursuant to
Section 3.01(a) or (b), the amount of accrued and unpaid interest on such Notes as of the
redemption date and, if applicable, the manner in which Notes are to be selected for redemption, in
accordance with Section 3.03, if less than all outstanding Notes are to be redeemed. If the
Trustee is not the Registrar, the Company shall, concurrently with delivery of its notice to the
Trustee of a redemption, cause the Registrar to deliver to the Trustee a certificate (upon which
the Trustee may rely) setting forth the name of, and the aggregate principal amount of Notes held
by each Holder.



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          If the Company is required to offer to purchase Notes pursuant to Section 4.13 or 4.14, it
shall furnish to the Trustee, at least seven Business Days before notice of the corresponding Offer
is to be mailed to Holders, an Officers’ Certificate setting forth that the Offer is being made
pursuant to Section 4.13 or 4.14, as the case may be, the Purchase Date, the maximum principal
amount of Notes the Company is offering to purchase pursuant to such Offer, the purchase price for
such Notes, the amount of accrued and unpaid interest on such Notes as of the Purchase Date and, if
applicable, the manner in which Notes are to be selected for purchase, in accordance with Section
3.03, if less than all outstanding Notes are to be purchased.



          The Company will also provide the Trustee with any additional information that the Trustee
reasonably requests in connection with any redemption or Offer.



          Section 3.03. Selection of Notes to Be Redeemed or Purchased. If less than all
outstanding Notes are to be redeemed or if less than all Notes tendered pursuant to an Offer are to
be purchased by the Company, the Trustee, on behalf of the Company, shall select the outstanding
Notes to be redeemed or purchased by the Company, in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on such an exchange the Trustee, on behalf of the Company, shall select the outstanding
Notes to be redeemed or purchased, on a pro rata basis, by lot or by any other method that the
Trustee deems fair and appropriate; provided that a redemption pursuant to the provisions relating
to Public Equity Offerings will be on a pro rata basis. Notes redeemed or purchased in part shall
only be redeemed or purchased in integral multiples of $1,000. If the Company elects to mail
notice of a redemption to Holders, the Trustee shall at least five days prior to the date notice of
redemption is to be mailed, (i) select, on behalf of the Company, the Notes to be redeemed from
Notes outstanding not previously called for redemption, and (ii) notify the Company of the names of
each Holder of Notes selected for redemption, the principal amount of Notes held by each such
Holder and the principal amount of such Holder’s Notes that are to be redeemed. If fewer than all
Notes tendered pursuant to an Offer are to be purchased, the Trustee shall, on behalf of the
Company, select on or prior to the Purchase Date for such Offer the Notes to be purchased. The
Trustee shall select for redemption or purchase Notes or portions of Notes in integral multiples of
$1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption or tendered pursuant to an Offer also apply to portions of Notes called
for redemption or tendered pursuant to an Offer. The Trustee shall notify the Company promptly of
the Notes or portions of Notes to be called for redemption or selected for purchase. The Company
shall notify the Trustee of its acceptance for payment of the Notes selected for redemption or
purchase.



          Section 3.04. Notice of Redemption.



          (a) At least 30 days but not more than 60 days before the redemption date, the Company shall
mail by first class mail a notice of redemption to each Holder of Notes that are to be redeemed.
With respect to any redemption of Notes, the notice shall identify the Notes or portions thereof,
if applicable, to be redeemed and shall state: (1) the redemption date; (2) the redemption price
for the Notes and the amount of unpaid and accrued interest on such Notes as of the date of
redemption; (3) the paragraph of the Notes pursuant to which the Notes called for redemption are
being redeemed; (4) if any Note is being redeemed in part, the portion of the principal amount of
such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued; (5) the name and
address of the Paying Agent; (6) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price for, and any accrued and unpaid interest on, such Notes; (7)
that, unless the Company defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the redemption date; and



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(8) that no representation is made as to the correctness or accuracy of the CUSIP number listed in such notice and printed on the
Notes.




          (b) At the Company’s request, the Trustee shall (at the Company’s expense) give the notice of
any redemption to Holders; provided, however, that the Company shall deliver to the Trustee, at
least 45 days prior to the date of any optional redemption and at least 10 days prior to the date
that notice of such redemption is to be mailed to Holders (or, in either case, such shorter period
as the Trustee consents to in its sole judgment) an Officers’ Certificate that (i) requests the
Trustee to give notice of the redemption to Holders, (ii) sets forth the information to be provided
to Holders in the notice of redemption, as set forth in the preceding paragraph, and (iii) sets
forth the aggregate principal amount of Notes to be redeemed and the amount of accrued and unpaid
interest thereon as of the redemption date. If the Trustee is not a Registrar, the Company shall,
concurrently with any such request, cause the Registrar to deliver to the Trustee a certificate
(upon which the Trustee may rely) setting forth the name of, the address of, and
the aggregate principal amount of Notes held by, each Holder; provided further that any such
Officers’ Certificate may be delivered to the Trustee on a date later than permitted under this
Section 3.03(b) if such later date is acceptable to the Trustee.



          Section 3.05. Effect of Notice of Redemption. Except if such redemption would violate
the terms of the Senior Credit Facility, once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date at the price set forth in the Note.



          Section 3.06. Deposit of Redemption Price.



          (a) On or prior to any redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of, and accrued interest on, all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall return to the Company, no later
than five days after any redemption date, any money (including accrued interest) that exceeds the
amount necessary to pay the redemption price of, and accrued interest on, all Notes redeemed.



          (b) If the Company complies with Section 3.06(a), interest on the Notes to be redeemed will
cease to accrue on such Notes on the applicable redemption date, whether or not such Notes are
presented for payment. If a Note is redeemed on or after an interest record date but on or prior
to the related interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Note was registered at the close of business of such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, to the extent lawful, the Company
shall pay interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization of the Company, regardless of whether or not a claim for
post-filing interest is allowed in such proceedings) on the overdue principal, premium, if any, and
interest from the redemption date until such principal, premium and interest are paid, at a rate
equal to 1% per annum in excess of the then applicable interest rate on the Notes compounded
semi-annually as provided in the Notes and Section 4.01.



          Section 3.07. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in
part, the Company shall issue and the Trustee shall authenticate for the Holder at the Company’s
expense a new Note equal in principal amount to the unredeemed portion of the Note surrendered.



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ARTICLE IV




COVENANTS



          Section 4.01. Payment of Principal, Premium, and Interest. The Company shall pay the
principal of, and premium, if any, and interest on, the Notes on the dates and in the manner
provided in the Notes. Holders must surrender their Notes to the Paying Agent to collect principal
payments. Principal, premium, or interest shall be considered paid on the date due if, by 11 a.m.
Eastern Standard Time on such date, the Company has deposited with the Paying Agent money in
immediately available funds designated for and sufficient to pay such principal, premium or
interest. The Paying Agent shall return to the Company, no later than five days following the date
of payment, any money (including accrued interest) that exceeds the amount then due and payable on
the Notes.



          The Company shall pay interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization of the Company, regardless of whether or not a claim
for post-filing interest is allowed in such proceedings) on overdue principal, premium and interest
(without regard to any applicable grace period) at a rate equal to 1% per annum in excess of the
then applicable interest rate on the Notes, compounded semiannually.



          Payments of the principal of, premium (if any) and interest on any Global Notes will be made
to the Depositary or its nominee, as the case may be, as the registered owner thereof. None of the
Company, the Trustee nor any Paying Agent will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests in any
Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interest.



          Section 4.02. Reports. Whether or not the Company is then subject to Section 13(a) or
15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are
outstanding, the annual reports, quarterly reports and other periodic reports which the Company
would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the
Company were so subject, and such documents shall be filed with the Commission on or prior to the
respective dates (the “Required Filing Dates”) by which the Company would have been
required so to file such documents if the Company were so subject. The Company will also, in the
event the filing such documents by the Company with the Commission is prohibited under the Exchange
Act (i) within 15 days of each Required Filing Date, (a) transmit by mail to all holders of Notes,
as their names and addresses appear in the Note register, without cost to such holders and (b) file
with the Trustee copies of the annual reports, quarterly reports and other periodic reports which
the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act if the Company were subject to such Sections and (ii) promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder at the Company’s cost. In addition, the Company will file with
the Commission and with the Trustee, in accordance with rules and regulations prescribed by the
Commission, such additional information, documents and reports with respect to compliance with the
conditions and covenants provided for herein as may be required by such rules and regulations.
Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to
comply with any of its agreements under this Section 4.02 for purposes of clause (iii) under
Section 4.21 until 90 days after the date any report hereunder is required to be filed with the
Commission pursuant to this Section 4.02.



          Section 4.03. Compliance Certificate. The Company shall deliver to the Trustee,
within 135 days after the end of each fiscal year of the Company, an Officers’ Certificate stating
that (i) a



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review of the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made to determine whether the Company has kept, observed, performed and fulfilled all
of its obligations under this Indenture and the Notes, (ii) such review was supervised by the
Officers of the Company signing such certificate, and (iii) that to the best knowledge of each
Officer signing such certificate, (a) the Company has kept, observed, performed and fulfilled each
and every condition and covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this Indenture (or, if
a Default or Event of Default occurred and is continuing, describing all such Defaults or Events of
Default of which each such Officer may have knowledge and what action the Company has taken or
proposes to take with respect thereto), and (b) no event has occurred and remains in existence by
reason of which payments on account of the principal of, or premium, if any, or interest on, the
Notes are prohibited or if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such
compliance shall be determined without regard to any period of grace or requirement of notice
provided hereunder.




          The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, by the
date that is the later of (i) 30 days after the occurrence of any Default or Event of Default and
(ii) promptly after (but no later than five Business Days after) any Officer of the Company becomes
aware of such Default or Event of Default, an Officers’ Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with respect thereto.



          The Company shall deliver to the Trustee such other information or documents reasonably
requested by the Trustee in connection with the compliance by the Trustee or the Company with the
TIA.



          Section 4.04. Stay, Extension and Usury Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that might affect the covenants or the performance
of its obligations under this Indenture and the Notes; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the execution of any power
granted to the Trustee pursuant to this Indenture, but will suffer and permit the execution of
every such power as though no such law has been enacted.



          Section 4.05. Limitation on Restricted Payments.



          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, make any Restricted Payment, unless at the time of and immediately after giving
effect to the proposed Restricted Payment (with the value of any such Restricted Payment, if other
than cash, to be determined by the Board of Directors of the Company in good faith, whose
determination shall be conclusive and evidenced by a board resolution), (i) no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence thereof, (ii) the
Company could incur at least $1.00 of additional Indebtedness pursuant to the provisions of Section
4.07(a) and (iii) the aggregate amount of all Restricted Payments made after the Issue Date shall
not exceed the sum of (without duplication) (a) an amount equal to the Company’s Cumulative
Operating Cash Flow less 1.4 times the Company’s Cumulative Consolidated Interest Expense, plus (b)
the aggregate amount of all net cash proceeds received after the Issue Date by the Company from (x)
the issuance and sale (other than to a Subsidiary of the Company) of Capital Stock of the Company
(other than Disqualified Stock) to the extent that such proceeds are not used to redeem,
repurchase, retire or otherwise acquire Capital Stock or any Indebtedness of the



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Company or any Subsidiary pursuant to clause (ii) of Section 4.05(b) or (y) Indebtedness of the Company issued
since the Issue Date (other than to Subsidiaries) that have been converted into Capital Stock of
the Company (other than Disqualified Stock), plus (c) to the extent that any Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, 100% of the fair market
value of such Subsidiary as of the date of such redesignation, plus (d) the aggregate amount
returned in cash with respect of Investments (other than Permitted Investments) made after the
Issue Date whether through interest payments, principal payment, dividends or other distributions,
plus (e) in the case of the disposition or repayment of any Investment for cash, which Investment
constituted a Restricted Payment made after the Issue Date, an amount equal to the return of
capital with respect to such Investment, reduced (but not below zero) by the excess, if any, of the
cost of the disposition of such Investment over the gain, if any, realized by the Company or such
Restricted Subsidiary in respect of such disposition.




          (b) The provisions of Section 4.05(a) will not prohibit, so long as there is no Default or
Event of Default continuing, the following actions (collectively, “Permitted Payments”):




     (i) the payment of any dividend within 60 days after the date of declaration thereof,
if at such declaration date such payment would have been permitted under this Indenture;




     (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any
Capital Stock or any Indebtedness of the Company in exchange for, or out of the proceeds of
the sale (other than to a Subsidiary of the Company), within six months prior to the
consummation of such redemption, repurchase, retirement, defeasance or other such
acquisition of any Capital Stock or Indebtedness of the Company, of Capital Stock of the Company (other than any
Disqualified Stock);




     (iii) the repurchase, redemption or other repayment of any Subordinated Debt of the
Company or a Subsidiary Guarantor in exchange for, by conversion into or solely out of the
proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of
Subordinated Debt of the Company or such Subsidiary Guarantor with a Weighted Average Life
to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of
the Subordinated Debt repurchased, redeemed or repaid;




     (iv) Restricted Investments received as consideration in connection with an Asset Sale
made in compliance with this Indenture;




     (v) the making of a Restricted Investment out of the proceeds of the sale (other than
to a Subsidiary of the Company) within one year prior to the making of such Restricted
Investment of Capital Stock of the Company (other than any Disqualified Stock);




     (vi) the payment of any dividend or distribution by a Subsidiary that is a Qualified
Joint Venture to the holders of its Capital Stock on a pro rata basis;




     (vii) the repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company to effect the repurchase, redemption, acquisition or retirement
of Capital Stock that is held by any member or former member of the Company’s (or any
Subsidiary’s) management, or by any of its respective directors, employees or consultants;
provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Capital Stock may not exceed the sum of $1.0 million in any calendar year (with
unused amounts in any calendar year being available to be so utilized in succeeding calendar
years);



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     (viii) repurchases of Capital Stock of the Company deemed to occur upon the exercise of
stock options;




     (ix) payments or distributions to dissenting stockholders pursuant to applicable law in
connection with a consolidation, merger, or transfer of assets that complies with the
provision of this Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the property and assets of the Company;




     (x) Restricted Payments consisting of the redemption, repurchase or other repayment of
a portion of the Company’s Series D perpetual preferred stock as set forth under the “Use of
Proceeds” section in the Offering Memorandum in connection with the transactions
contemplated thereby;




     (xi) Restricted Payments using the proceeds of Indebtedness incurred under clause (xvi)
of the second paragraph under Section 4.07 used to fund the redemption, repurchase or other
repayment of the Company’s Series D perpetual preferred stock outstanding on the Issue Date
after giving effect to the transactions contemplated by the “Use of Proceeds” section in the
Offering Memorandum; provided that immediately after giving pro forma effect to such
Restricted Payment, the Debt to Operating Cash Flow Ratio of the Company and its Restricted
Subsidiaries is not more than 7.5 to 1.0; and




     (xii) other Restricted Payments not to exceed $10.0 million in the aggregate.



          (c) In computing the amount of Restricted Payments for purposes of clause (iii) of Section
4.05(a), Restricted Payments made under clauses (i), (v), (vii), (ix) and (xi) of Section 4.05(b)
shall be included and Restricted Payments made under clauses (ii), (iii), (iv), (vi), (viii), (x)
and (xii) of the preceding paragraph shall not be included.



          Section 4.06. Corporate Existence. Subject to Section 4.14 and Article V, the
Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence of each of its
Restricted Subsidiaries in accordance with the respective organizational documents of each of its
Restricted Subsidiaries and the rights (charter and statutory) of the Company and each of its
Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any
such right, or the corporate, partnership or other existence of any Restricted Subsidiary, if the
Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, or that
the loss thereof is not adverse in any material respect to the Holders.



          Section 4.07. Limitation on Incurrence of Indebtedness.



          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, create,
incur, assume or directly or indirectly guarantee or in any other manner become directly or
indirectly liable for (“incur”) any Indebtedness (including Acquired Debt) if, immediately
after giving pro forma effect to such incurrence and application of the proceeds thereof, the Debt
to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries is more than 7.0 to
1.0.



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          (b) Section 4.07(a) will not apply to the incurrence of any of the following (collectively,
“Permitted Indebtedness”):




     (i) Indebtedness of the Company incurred under Senior Credit Facilities in an aggregate
principal amount at any time outstanding not to exceed the sum of (x) $516.0 million and (y)
$75.0 million of extensions of credit under revolving facilities under the Senior Credit
Facilities, less the aggregate amount of all Net Proceeds of Asset Sales applied by the
Company or any of its Restricted Subsidiaries since the Issue Date to repay any term loans
thereunder or to repay revolving loans thereunder and effect a corresponding commitment
reduction thereunder pursuant to and in accordance with Section 4.14;




     (ii) Indebtedness of any Subsidiary Guarantor consisting of a guarantee of Indebtedness
of the Company under the Senior Credit Facility;




     (iii) Indebtedness of the Company represented by the (a) Initial Notes and Exchange
Notes issued therefor and (b) Indebtedness of any Subsidiary Guarantor represented by a
Subsidiary Guarantee in respect therefor or in respect of Additional Notes incurred in
accordance with this Indenture;




     (iv) Indebtedness owed by any Subsidiary Guarantor to the Company or to another
Subsidiary Guarantor, or owed by the Company to any Subsidiary Guarantor; provided that any
such Indebtedness shall be at all times held by a Person which is either the Company or a
Subsidiary Guarantor; and provided, further, that an incurrence of additional Indebtedness
which is not permitted under this Section 4.07(b)(iv) shall be deemed to have occurred upon
either (a) the transfer or other disposition of any such Indebtedness to a Person other than
the Company or another Subsidiary Guarantor or (b) the sale, lease, transfer or other
disposition of shares of Capital Stock (including by consolidation or merger) of any such
Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor, such that such Subsidiary Guarantor
ceases to be a Subsidiary Guarantor;




     (v) Indebtedness of any Subsidiary Guarantor consisting of guarantees of any
Indebtedness of the Company or another Subsidiary Guarantor which Indebtedness of the
Company or another Subsidiary Guarantor has been incurred in accordance with the provisions
of this Indenture;




     (vi) Indebtedness arising with respect to Interest Rate Agreement Obligations incurred
for the purpose of hedging interest rate risk with respect to Indebtedness (and not for
speculative purposes) that is permitted by the terms of this Indenture to be outstanding;
provided, however, that the notional principal amount of such Interest Rate Agreement
Obligation does not exceed the principal amount of the Indebtedness to which such Interest
Rate Agreement Obligation relates;




     (vii) Permitted Purchase Money Indebtedness, Capital Lease Obligations and mortgage
financings so long as the aggregate amount of all such Permitted Purchase Money
Indebtedness, Capital Lease Obligations and mortgage financings does not exceed $15,000,000
at any one time outstanding;




     (viii) Acquisition Debt of the Company or a Restricted Subsidiary if (w) such
Acquisition Debt is incurred within 270 days after the date on which the related definitive
acquisition



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agreement or LMA, as the case may be, was entered into by the Company or such
Restricted Subsidiary, (x) the aggregate principal amount of such Acquisition Debt is no
greater than the aggregate principal amount of Acquisition Debt set forth in a notice from
the Company to the Trustee (an “Incurrence Notice”) within ten days after the date
on which the related definitive acquisition agreement or LMA, as the case may be, was
entered into by the Company or such Restricted Subsidiary, which notice shall be executed on
the Company’s behalf by the chief financial officer of the Company in such capacity and
shall describe in reasonable detail the acquisition or LMA, as the case may be, which such
Acquisition Debt will be incurred to finance, (y) after giving pro forma effect to the
acquisition or LMA, as the case may be, described in such Incurrence Notice, the Company or
such Restricted Subsidiary could have incurred such Acquisition Debt under this Indenture as
of the date upon which the Company delivers such Incurrence Notice to the Trustee and (z)
such Acquisition Debt is utilized solely to finance the acquisition or LMA, as the case may
be, described in such Incurrence Notice (including to repay or refinance Indebtedness or
other obligations incurred in connection with such acquisition or LMA, as the case may be,
and to pay related fees and expenses);





     (ix) Refinancing Indebtedness in respect of Indebtedness permitted by the first
paragraph of this covenant, clause (iii) above, clause (viii) above, this clause (ix) or
clause (x) below;




     (x) Indebtedness of the Company or any Subsidiary Guarantor existing on the Issue Date;




     (xi) Indebtedness consisting of customary indemnification, adjustments of purchase
price or similar obligations, in each case, incurred or assumed in connection with the
acquisition of any business or assets;




     (xii) Indebtedness incurred by the Company or any Restricted Subsidiary constituting
reimbursement obligations with respect to letters of credit issued in the ordinary course of
business, including without limitation to letters of credit in respect to workers’
compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations
regarding workers’ compensation claims; provided, however, that upon the drawing of such
letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed
within 30 days following such drawing or incurrence;




     (xiii) Obligations in respect of performance and surety bonds and completion guarantees
provided by the Company or any Restricted Subsidiary in the ordinary course of business;




     (xiv) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from customary cash management services or the honoring by a bank or
other financial institution of a check, draft or similar instrument inadvertently drawn
against insufficient funds, so long as such Indebtedness is covered within five Business
Days;




     (xv) unsecured Indebtedness of the Company owing to any then existing or former
director, officer or employee of the Company or any of its Restricted Subsidiaries or their
respective assigns, estates, heirs or their current or former spouses for the repurchase,
redemption or other acquisition or retirement for value of any Capital Stock held by them
that would have otherwise been permitted pursuant to Section 4.05(b)(vii).



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     (xvi) Indebtedness of the Company or any Subsidiary Guarantor incurred to finance the
redemption, repurchase or other repayment of the Company’s Series D perpetual preferred
stock outstanding on the Issue Date after giving effect to the transactions contemplated by
the “Use of Proceeds” section in the Offering Memorandum, in an aggregate principal amount
not to exceed an amount equal to 100% of the fair market value (measured on the basis of its
then-current market price) of Capital Stock of the Company (other than Disqualified Stock)
issued prior to or concurrently with the incurrence of such Indebtedness which was issued or
the proceeds of which was used in connection with the redemption, repurchase or other
repayment of Series D perpetual preferred stock outstanding on the Issue Date after giving
effect to the transactions contemplated by the “Use of Proceeds” section in the Offering
Memorandum; provided that immediately after giving pro forma effect to such incurrence and
the application of the proceeds thereof, the Debt to Operating Cash Flow Ratio of the
Company and its Restricted Subsidiaries is not more than 7.5 to 1.0; provided further that
the proceeds of any such Capital Stock issuance shall not increase the amount available
under Section 4.05(a)(iii); and




     (xvii) Indebtedness of the Company and its Restricted Subsidiaries in addition to that
described in clauses (i) through (xvi) above, and any renewals, extensions, substitutions,
refundings, refinancings or replacements of such Indebtedness, so long as the aggregate
principal amount of all such Indebtedness incurred pursuant to this clause (xvi) does not
exceed $15,000,000 at any one time outstanding.



          (c) For purposes of determining compliance with this covenant:




     (i) In the event that an item of Indebtedness meets the criteria of more than one of
the categories of Indebtedness permitted pursuant to clauses (i) through (xvii) above, the
Company shall, in its sole discretion, be permitted to classify such item of Indebtedness in
any manner that complies with this covenant and may from time to time reclassify such items
of Indebtedness in any manner that would comply with this covenant at the time of such
reclassification;




     (ii) Indebtedness permitted by this covenant need not be permitted solely by reference
to one provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of this covenant permitting such
Indebtedness;

     (iii) In the event that Indebtedness meets the criteria of more than one of the types
of Indebtedness described in this covenant, the Company, in its sole discretion, shall
classify such Indebtedness and only be required to include the amount of such Indebtedness
in one of such clauses; and




     (iv) Accrual of interest (including interest paid-in-kind) and the accretion of
accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this
covenant.



          (d) Notwithstanding any other provision of this covenant: (i) the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to
this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange
rate of currencies; and (ii) Indebtedness incurred pursuant to the Senior Credit Facility prior to
or on the date of this Indenture shall be treated as incurred pursuant to Section 4.07(a)(i).



          Section 4.08. Limitation on Transactions with Affiliates. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer
to exist any



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transaction or series of related transactions (including, without limitation, the
sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the
Company or any beneficial owner of ten percent or more of any class of Capital Stock of the Company
or any Restricted Subsidiary unless (i) such transaction or series of transactions is on terms that
are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would
reasonably be expected to be available in a comparable transaction in arm’s-length dealings with an
unrelated third party, and (ii) (a) with respect to any transaction or series of transactions
involving aggregate payments in excess of $5,000,000, the Company delivers an Officers Certificate
to the Trustee certifying that such transaction or series of related transactions complies with
clause (i) above and such transaction or series of related transactions has been approved by a
majority of the members of the Board of Directors (and approved by a majority of the Independent
Directors or, in the event there is only one Independent Director, by such Independent Director),
and (b) with respect to any transaction or series of transactions involving aggregate payments in
excess of $10,000,000, the Company delivers to the Trustee an opinion to the effect that such
transaction or series of transactions is fair to the Company or such Restricted Subsidiary from a
financial point of view issued by an investment banking firm of national standing or nationally
recognized accounting firm or appraisal firm. Notwithstanding the foregoing, this provision will
not apply to (i) employment agreements or compensation or employee benefit arrangements or
indemnification agreements or similar arrangements with any officer, director or employee of the
Company entered into in the ordinary course of business (including customary benefits thereunder),
(ii) any transaction entered into by or among the Company or any Restricted Subsidiary and one or
more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Issue Date
and (iv) Restricted Payments and Permitted Investments.




          Section 4.09. Limitation on Liens.



          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with
respect to the Collateral except Permitted Collateral Liens.



          (b) Subject to paragraph (a) of this Section 4.09, the Company will not, and will not permit
any Restricted Subsidiary to, directly or indirectly, enter into, create, incur, assume or suffer
to exist any Liens of any kind, other than Permitted Liens, on or with respect to any of its
property or assets now owned or hereafter acquired or any interest therein or any income or profits
therefrom other than the Collateral without securing the Notes and all other amounts due under this
Indenture and the Security Documents (for so long as such Lien exists) equally and ratably with (or
prior to) the obligation or liability secured by such Lien.



          Section 4.10. Taxes. The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay all taxes, assessments and governmental levies the failure of which to pay
would reasonably be expected to result in a material adverse effect on the condition (financial or
otherwise), business or results of operations of the Company and its Restricted Subsidiaries taken
as a whole, except for those taxes contested in good faith by appropriate proceedings.



          Section 4.11. Limitation on Dividends and Other Payment Restrictions Affecting
Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make
any other distributions to the Company or any other



-38 -









 




Restricted Subsidiary of the Company on its Capital Stock or with respect to any other interest or participation in, or measured by, its
profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary of the
Company, (ii) make loans or advances to the Company or any other Restricted Subsidiary of the
Company, or (iii) transfer any of its properties or assets to the Company or any other Restricted
Subsidiary of the Company (collectively, “Payment Restrictions”), except for such
encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of
(a) the Senior Credit Facility as in effect on the Issue Date, and any amendments, restatements,
renewals, replacements or refinancings thereof; provided that such amendments, restatements,
renewals, replacements or refinancings are no more restrictive in the aggregate with respect to
such dividend and other payment restrictions than those contained in the Senior Credit Facility
immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b)
applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection with such
acquisition); provided that such restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Acquired Person, (d) customary non-assignment provisions in
leases entered into in the ordinary course of business and consistent with past practices, (e)
purchase money Indebtedness for property acquired in the ordinary course of business that only
impose restrictions on the property so acquired (and proceeds generated therefrom), (f) an
agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;
provided that such restriction is only applicable to such Restricted Subsidiary or assets, as
applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided,
further, that such restriction or encumbrance shall be effective only for a period from the
execution and delivery of such agreement through a termination date not later than 365 days after
such execution and delivery, and (g) Refinancing Indebtedness permitted under this Indenture;
provided that the restrictions contained in the agreements governing such Refinancing Indebtedness
are no more restrictive in the aggregate than those contained in the agreements governing the
Indebtedness being refinanced immediately prior to such refinancing.




          Section 4.12. Maintenance of Office or Agency. The Company will maintain in the
Borough of Manhattan, the City of New York, an office or an agency (which may be an office of any
Agent) where Notes may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of any change in the location of such office
or agency. If at any time the Company shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office.



          The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission shall in any
matter relieve the Company of its obligations to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other
office or agency.



          The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03.



          Section 4.13. Change of Control.



          (a) In the event of a Change of Control, the Company will make an offer to purchase all of the
then outstanding Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest to the date of purchase, in accordance with the terms set
forth below (a “Change of Control Offer”).



-39 -









 





          (b) Within 30 days after any Change of Control, the Company shall mail to each Holder of Notes
at such Holder’s registered address a notice stating: (i) that a Change of Control has occurred
and that such Holder has the right to require the Company to repurchase all or a portion (equal to
$1,000 or an integral multiple thereof) of such Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest to the date of
purchase (the “Change of Control Purchase Date”), which shall be a Business Day, specified
in such notice, that is not earlier than 30 days or later than 60 days from the date such notice is
mailed, (ii) the amount of accrued and unpaid interest as of the Change of Control Purchase Date,
(iii) that any Note not tendered will continue to accrue interest, (iv) that, unless the Company
defaults in the payment of the purchase price for the Notes payable pursuant to the Change of
Control Offer, any Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest on and after the Change of Control Purchase Date, (v) that Holders electing to
tender any Note or portion thereof will be required to surrender their Note, with a form entitled
“Option of Holder to Elect Purchase” completed, to the Paying Agent at the address specified in the
notice prior to the close of business on the Business Day preceding the Change of Control Purchase
Date; provided that Holders electing to tender only a portion of any Note must tender a principal
amount of $1,000 or integral multiples thereof; (vi) that Holders will be entitled to withdraw
their election to tender Notes if the Paying Agent receives, not later than the close of business
on the third Business Day preceding the Change of Control Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of
Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have
such Notes purchased; and (vii) that Holders whose Notes are accepted for payment in part will be
issued new Notes equal in principal amount to the unpurchased portion of Notes surrendered;
provided that only Notes in a principal amount of $1,000 or integral multiples thereof will be
accepted for payment in part.



          (c) On the Change of Control Purchase Date, the Company will (i) accept for payment all Notes
or portions thereof tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent the aggregate purchase price of all Notes or portions thereof accepted for payment and any
accrued and unpaid interest on such Notes as of the Change of Control Purchase Date, and (iii)
deliver or cause to be delivered to the Trustee for cancellation all Notes tendered pursuant to the
Change of Control Offer. The Paying Agent shall promptly deliver to each Holder of Notes or
portions thereof accepted for payment an amount equal to the purchase price for such Notes plus any
accrued and unpaid interest thereon to the Change of Control Purchase Date, and the Trustee shall
promptly authenticate and deliver to such Holder of Notes accepted for payment in part a new Note
equal in principal amount to any unpurchased portion of the Notes, and any Note not accepted for
payment in whole or in part for any reason consistent with this Indenture shall be promptly
returned to the Holder of such Note. On and after a Change of Control Purchase Date, interest will
cease to accrue on the Notes or portions thereof accepted for payment, unless the Company defaults
in the payment of the purchase price therefor. The Company will announce the results of the Change of Control Offer to Holders of the Notes on or as soon
as practicable after the Change of Control Purchase Date.



          (d) The Company will comply with the applicable tender offer rules, including the requirements
of Rule 14e-1 under the Exchange Act, and all other applicable securities laws and regulations in
connection with any Change of Control Offer.



          Section 4.14. Limitation on Asset Sales.



          (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any
Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market value (determined by
the



-40 -









 




Board of Directors in good faith, which determination shall be evidenced by a board resolution)
of the assets or other property sold or disposed of in the Asset Sale, (ii) at least 75% of such
consideration is in the form of cash or Cash Equivalents or assets used or useful in the business
of the Company and (iii) if such Asset Sale involves the disposition of Collateral, the Company or
such Restricted Subsidiary has complied with the provisions of this Indenture and the Security
Documents; provided that for purposes of this covenant “cash” shall include the amount of any
liabilities (other than liabilities that are by their terms subordinated to the Notes or any
Subsidiary Guarantee) of the Company or such Subsidiary (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the
transferee of any such assets or other property in such Asset Sale (and excluding any liabilities
that are incurred in connection with or in anticipation of such Asset Sale), but only to the extent
that such assumption is effected on a basis under which there is no further recourse to the Company
or any of its Subsidiaries with respect to such liabilities.




          Notwithstanding clause (ii) above, (a) all or a portion of the consideration for any such
Asset Sale may consist of all or substantially all of the assets or a majority of the Voting Stock
of an existing television business, franchise or station (whether existing as a separate entity,
subsidiary, division, unit or otherwise) or any business directly related thereto and (b) the
Company may, and may permit its Subsidiaries to, issue shares of Capital Stock in a Qualified Joint
Venture to a Qualified Joint Venture Partner without regard to clause (ii) above; provided that, in
the case of any of (a) or (b) of this sentence after giving effect to any such Asset Sale and
related acquisition of assets or Voting Stock, (x) no Default or Event of Default shall have
occurred or be continuing; and (y) the Net Proceeds of any such Asset Sale, if any, are applied in
accordance with this Section 4.14.



          (b) Within 360 days after any Asset Sale (or such shorter period as the Company in its sole
election may determine), the Company may elect to apply or cause to be applied the Net Proceeds
from such Asset Sale to (i) repay First Priority Obligations, (ii) make an investment in, or
acquire assets directly related to, the business of the Company and its Subsidiaries existing on
the Issue Date; provided that if such Net Proceeds are received in respect of Collateral, such
assets are pledged as Collateral under the Security Documents and/or (iii) to make capital
expenditures in or that is used or useful in the business or to make capital expenditures for
maintenance, repair or improvement of existing assets in accordance with the terms of this
Indenture. Any Net Proceeds from an Asset Sale not applied or invested as provided in the first
sentence of this paragraph within 360 days (or such shorter period as the Company in its sole
election may determine) of such Asset Sale will be deemed to constitute “Excess Proceeds”
on the 361st day after such Asset Sale.



          (c) As soon as practical, but in no event later than 20 Business Days after any date (an
“Asset Sale Offer Trigger Date”) that the aggregate amount of Excess Proceeds exceeds
$10,000,000, the Company shall commence an offer to purchase to all Holders of Notes (an “Asset
Sale Offer”) at a price in cash equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to the date of purchase and (i) in the case of Net Proceeds from Collateral, to the holders of any other
Permitted Additional Pari Passu Secured Obligations containing provisions similar to those set
forth in this Indenture with respect to asset sales or (ii) in the case of any other Net Proceeds,
to all holders of other Indebtedness ranking pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to asset sales, in each case, equal to
the Excess Proceeds. If the aggregate principal amount of Notes and other Permitted Additional
Pari Passu Secured Obligations (in the case of Net Proceeds from Collateral) or Notes and other
pari passu debt (in the case of any other Net Proceeds) tendered into such Offer to Purchase
exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the Company or its
agent shall select the other Permitted Additional Pari Passu Secured Obligations or pari passu
debt, as the case may be, to be purchased on a pro rata basis. Upon completion of each Offer to



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 Purchase, the amount of Excess Proceeds will be reset at zero. To the extent that any Excess
Proceeds remain after completion of an Asset Sale Offer, the Company may use the remaining amount
for general corporate purposes and such amount shall no longer constitute “Excess Proceeds.”




          (d) In connection with an Asset Sale Offer, the Company shall mail to each holder of Notes at
such holder’s registered address a notice stating: (i) that an Asset Sale Offer Trigger Date has
occurred and that the Company is offering to purchase the maximum principal amount of Notes that
may be purchased out of the Excess Proceeds (and identifying other Indebtedness, if any, that is
entitled to participate pro rata in the Offer), at an offer price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the date of purchase (the “Asset
Sale Offer Purchase Date”), which shall be a Business Day, specified in such notice, that is
not earlier than 30 days or later than 60 days from the date such notice is mailed, (ii) the amount
of accrued and unpaid interest as of the Asset Sale Offer Purchase Date, (iii) that any Note not
tendered will continue to accrue interest, (iv) that, unless the Company defaults in the payment of
the purchase price for the Notes payable pursuant to the Asset Sale Offer, any Notes accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Offer
Purchase Date, (v) that Holders electing to tender any Note or portion thereof will be required to
surrender their Note, with a form entitled “Option of Holder to Elect Purchase” completed, to the
Paying Agent at the address specified in the notice prior to the close of business on the Business
Day preceding the Asset Sale Offer Purchase Date; provided that Holders electing to tender only a
portion of any Note must tender a principal amount of $1,000 or integral multiples thereof; (vi)
that Holders will be entitled to withdraw their election to tender Notes if the Paying Agent
receives, not later than the close of business on the third Business Day preceding the Asset Sale
Offer Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder
is withdrawing his election to have such Notes purchased; and (vii) that Holders whose Notes are
accepted for payment in part will be issued new Notes equal in principal amount to the unpurchased
portion of Notes surrendered; provided that only Notes in a principal amount of $1,000 or integral
multiples thereof will be accepted for payment in part.



          (e) On the Asset Sale Offer Purchase Date, the Company will (i) accept for payment the maximum
principal amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer that can be
purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the Paying Agent the
aggregate purchase price of all Notes or portions thereof accepted for payment and any accrued and
unpaid interest on such Notes as of the Asset Sale Offer Purchase Date, and (iii) deliver or cause
to be delivered to the Trustee all Notes tendered pursuant to the Asset Sale Offer. If less than
all Notes tendered pursuant to the Asset Sale Offer are to be purchased by the Company, the
Trustee, on behalf of the Company, shall select the outstanding Notes to be purchased by the
Company in compliance with the requirements of the principal national securities exchange, if any,
on which the Notes are listed or, if the Notes are not listed on such an exchange, the Trustee on
behalf of the Company, shall select the outstanding Notes to be purchased, on a pro rata basis, by
lot or by such method as the Trustee deems fair and appropriate; provided that Notes purchased in
part shall only be purchased in integral multiples of $1,000. The Company shall
notify the Trustee of its acceptance for payment of Notes selected for purchase. The Paying
Agent shall promptly mail to each holder of Notes or portions thereof accepted for payment an
amount equal to the purchase price for such Notes plus any accrued and unpaid interest thereon, and
the Trustee shall promptly authenticate and mail to such Holder of Notes accepted for payment in
part a new Note equal in principal amount to any unpurchased portion of the Notes, and any Note not
accepted for payment in whole or in part shall be promptly returned to the Holder of such Note. On
and after an Asset Sale Offer Purchase Date, interest will cease to accrue on the Notes or portions
thereof accepted for payment, unless the Company defaults in the payment of the purchase price
therefor. The Company will announce the



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results of the Asset Sale Offer to Holders on or as soon as practicable after the Asset Sale Offer Purchase Date.




          (f) The Company will comply with the applicable tender offer rules, including the requirements
of Rule 14e-1 under the Exchange Act, and all other applicable securities laws and regulations in
connection with any Asset Sale Offer. To the extent that the provisions of any applicable
securities laws or regulations conflict with the Asset Sale Offer provisions of this Indenture, the
Company will comply with the applicable securities laws and regulations and shall not be deemed to
have breached their obligations under the Asset Sale Offer provisions of this Indenture by virtue
of such compliance.



          Section 4.15. [RESERVED]



          Section 4.16. [RESERVED]



          Section 4.17. Future Subsidiary Guarantors. The Company shall cause each Restricted
Subsidiary of the Company (other than any Foreign Subsidiary) formed or acquired after the date of
this Indenture that (i) has assets in excess of $1,000,000 or (ii) directly or indirectly assumes,
becomes a borrower under, guarantees or in any other manner become liable with respect to any
Indebtedness of the Company under the Senior Credit Facility to issue a Subsidiary Guarantee and
execute and deliver an indenture supplemental to this Indenture substantially in the form of
Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee
of the Notes in the form set forth in this Indenture (without such Subsidiary Guarantor being
required to execute and deliver the guarantee endorsed on the Notes). The Obligations under the
Notes, the Subsidiary Guarantees and this Indenture and any Permitted Additional Pari Passu Secured
Obligations of any Person that is or becomes a Subsidiary Guarantor after the Issue Date will be
secured equally and ratably by a Second Priority Lien in the Collateral granted to the Collateral
Agent for the benefit of the Holders of the Notes and the holders of Permitted Additional Pari
Passu Secured Obligations. Such Subsidiary Guarantor will enter into a joinder agreement to the
applicable Security Documents defining the terms of the security interests that secure payment and
performance when due of the Notes and take all actions advisable in the opinion of the Company, as
set forth in an Officers’ Certificate accompanied by an opinion of counsel to the Company to cause
the Second Priority Liens created by the Collateral Agreement to be duly perfected to the extent
required by such agreement in accordance with all applicable law, including the filing of financing
statements in the jurisdictions of incorporation or formation of the Company and the Subsidiary
Guarantors.



          Section 4.18. Maintenance of Properties. The Company will cause all properties used
in the conduct of its business or the business of any Subsidiary of the Company to be maintained
and kept in good condition, repair and working order and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company or any Subsidiary of the Company
from discontinuing the operation or maintenance of any of such properties if such discontinuance
is, as determined by responsible Officers of the Company in good faith, desirable in the conduct of the business of the Company or of any
of its Subsidiaries.



          Section 4.19. Maintenance of Insurance. The Company shall, and shall cause each of
its Restricted Subsidiaries to, keep at all times all of their properties which are of an insurable
nature insured against loss or damage with insurers believed by the Company to be responsible to
the extent that property of similar character usually is so insured by corporations similarly
situated and owning like properties in accordance with good business practice.




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          Section 4.20. [RESERVED].

          Section 4.21. Events of Loss. In the event of an Event of Loss resulting in Net Loss Proceeds in excess of $5,000,000,
the Company of the affected Restricted Subsidiary of the Company, as the case may be, may (and to
the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the
Net Loss Proceeds from such Event of Loss to (i) repay First Priority Obligations and/or (ii) the
rebuilding, repair, replacement or construction of improvements to the property affected by such
Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase
any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of
such Event of Loss an Officer’s Certificate certifying that the Company has applied (or will apply
after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds of other
sources in accordance with this sentence.




          Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in
the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the
aggregate amount of Excess Loss Proceeds exceeds $10,000,000, the Company will make an offer (an
“Event of Loss Offer”) to all Holders and to the holders of any Permitted Additional Pari
Passu Secured Obligations containing provisions similar to those set forth in this Indenture with
respect to events of loss to purchase or repurchase the Notes and such other Permitted Additional
Pari Passu Secured Obligations with the proceeds from the Event of Loss in an amount equal to the
maximum principal amount of Notes and such other Permitted Additional Pari Passu Secured
Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of
Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any,
to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after
consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any
purpose not otherwise prohibited by this Indenture and the Security Documents and such remaining
amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this
Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the
Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari
Passu Secured Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss
Proceeds, the Trustee will select the Notes and the Company or its agent shall select such other
Permitted Additional Pari Passu Secured Obligations to be purchased on a pro rata basis based on
the principal amount tendered.




          The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws or regulations are
applicable in connection with the offer to repurchase the Notes pursuant to an Event of Loss
Offer. To the extent that the provisions of any applicable securities laws or regulations conflict
with the Event of Loss provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and shall not be deemed to have breached their obligations under
the Event of Loss provisions of this Indenture by virtue of such compliance.




          Section 4.22. Limitation on Creation of Unrestricted Subsidiaries.
 The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any other
Restricted Subsidiary of the Company; provided that either:





     (x) the Subsidiary to be so designated has total assets of $1,000 or less; or



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     (y) immediately after giving effect to such designation, the Company could incur at
least $1.00 of additional Debt (other than Permitted Indebtedness) pursuant to the first
paragraph of Section 4.07;


provided further that the Company could make a Restricted Payment or Permitted Investment in an
amount equal to the fair market value as determined in good faith by the Board of Directors of such
Subsidiary pursuant to Section 4.7 and such amount is thereafter treated as a Restricted Payment or
Permitted Investment for the purpose of calculating the amount available in connection with Section
4.05.




          An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of
such Unrestricted Subsidiary could be incurred pursuant to Section 4.07 and (ii) all the Liens on
the property and assets of such Unrestricted Subsidiary could be incurred pursuant to Section 4.09.




          Section 4.23. Further Assurances. The Company will, and will cause each of its existing and future Restricted Subsidiaries
to, at their expense, duly execute and deliver, or cause to be duly executed and delivered, such
further agreements, documents and instruments and do or cause to be done such further acts as may
be necessary and proper to:





     (i) Effectuate the purposes of this Indenture and the Security Documents;




     (ii) evidence, perfect, maintain and enforce the validity, effectiveness and priority
of any of the Second Priority Liens created, or intended to be created, by the Security
Documents; and




     (iii) ensure the protection and enforcement of any of the rights granted or intended to
be granted to the Trustee under any other instrument executed in connection therewith.



ARTICLE V




SUCCESSORS



          Section 5.01. Merger, Consolidation and Sale of Assets. The Company shall not consolidate or merge with or into (whether or not the Company is the
Surviving Person), or, directly or indirectly through one or more Restricted Subsidiaries, sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another Person or Persons unless (i) the
Surviving Person is a corporation or limited liability company or limited partnership organized or
existing under the laws of the United States, any state thereof or the District of Columbia;
provided that at any time the Company or its successor is not a corporation, there shall be a
co-issuer of the Notes that is a corporation (ii) the Surviving Person (if other than the Company)
assumes all the obligations of the Company under this Indenture and the Notes pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after
such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) the
Surviving Person causes such amendments, supplements or other instruments to be executed,
delivered, filed and recorded, as applicable, in such jurisdictions as may be required by
applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned
by or transferred to the Surviving Person; (v) the Collateral owned by or transferred to the
Surviving Person shall (a) continue to constitute Collateral under this Indenture and the Security
Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the
Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Permitted
Collateral Liens; (vi) the property and assets of the Person which is merged or consolidated with
or into the






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Surviving Person, to the extent that they are property or assets of the types which would constitute
Collateral under the Security Documents, shall be treated as after-acquired property and the
Surviving Person shall take such action as may be reasonably necessary to cause such property and
assets to be made subject to the Lien of the Security Documents in the manner and to the extent
required in this Indenture; and (vii) at the time of such transaction and after giving pro forma
effect thereto (other than a merger with a wholly-owned Subsidiary or for purposes of
reincorporating into another state), the Surviving Person would (a) be permitted to incur at least
$1.00 of additional Indebtedness pursuant to Section 4.07(a) or (b) have a lower Debt to Operating
Cash Flow Ratio immediately after the transaction than the Company’s Debt to Operating Cash Flow
Ratio immediately prior to the transaction.




          Section 5.02. Surviving Person Substituted. In the event of any transaction (other than a lease of all or substantially all assets)
described in and complying with the conditions listed in Section 5.01 in which the Company is not
the Surviving Person and the Surviving Person is to assume all the obligations of the Company under
the Notes and this Indenture pursuant to a supplemental indenture, such Surviving Person shall
succeed to, and be substituted for, and may exercise every right and power of, the Company, and the
Company would be discharged from its obligations under this Indenture, the Notes, provided that
solely for the purpose of calculating amounts described in clause (iii) of Section 4.05(a), any
such Surviving Person shall only be deemed to have succeeded to and be substituted for the Company
with respect to the period subsequent to the effective time of such transaction (and the Company
(before giving effect to such transaction) shall be deemed to be the “Company” for such purposes
for all prior periods).




ARTICLE VI




DEFAULTS AND REMEDIES



          Section 6.01. Events of Default.




          (a) Each of the following constitutes an “Event of Default”:





     (i) default for 30 days in the payment when due of interest on any Note;




     (ii) a default in the payment when due of principal on any Note, whether upon maturity,
acceleration, optional or mandatory redemption, required repurchase or otherwise;




     (iii) failure to perform or comply with any covenant, agreement or warranty in this
Indenture (other than the defaults specified in clauses (i) and (ii) above) which failure
continues for 60 days after written notice thereof has been given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes;




     (iv) the occurrence of one or more defaults under any agreements, indentures or
instruments under which the Company or any Restricted Subsidiary of the Company then has
outstanding Indebtedness in excess of $10,000,000 in the aggregate and, if not already
matured at its final maturity in accordance with its terms, such Indebtedness shall have
been accelerated;




     (v) except as permitted by this Indenture, any Subsidiary Guarantee shall for any
reason cease to be, or be asserted in writing by any Subsidiary Guarantor or the Company not
to be, in full force and effect, and enforceable in accordance with its terms;



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     (vi) one or more judgments, orders or decrees for the payment of money in excess of
$10,000,000, either individually or in the aggregate shall be entered against the Company or
any Restricted Subsidiary of the Company or any of their respective properties and which
judgments, orders or decrees are not paid, discharged, bonded or stayed for a period of 60
days after their entry;




     (vii) any holder or holders of at least $10,000,000 in aggregate principal amount of
Indebtedness of the Company or any Restricted Subsidiary of the Company, after a default
under such Indebtedness, (a) shall notify the Company or the Trustee of the intended sale or
disposition of any assets of the Company or any Restricted Subsidiary of the Company with an
aggregate fair market value (as determined in good faith by the Board of Directors, which
determination shall be evidenced by a board resolution), individually or in the aggregate,
of at least $10,000,000 that have been pledged to or for the benefit of such holder or
holders to secure such Indebtedness or (b) shall commence proceedings, or take any action
(including by way of set off), to retain in satisfaction of such Indebtedness or to collect
on, seize, dispose of or apply in satisfaction of such Indebtedness, such assets of the
Company or any Restricted Subsidiary of the Company (including funds on deposit or held
pursuant to lock-box and other similar arrangements);




     (viii) there shall have been the entry by a court of competent jurisdiction of (a) a
decree or order for relief in respect of the Company or any Restricted Subsidiary of the
Company in an involuntary case or proceeding under any applicable Bankruptcy Law or (b) a
decree or order adjudging the Company or any Restricted Subsidiary of the Company bankrupt
or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or any Restricted Subsidiary of the Company under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or any Restricted Subsidiary of the
Company or of any substantial part of their respective properties, or ordering the winding
up or liquidation of their affairs, and any such decree or order for relief shall continue
to be in effect, or any such other decree or order shall be unstayed and in effect, for a
period of 60 days;




     (ix) (a) the Company or any Restricted Subsidiary of the Company commences a voluntary
case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be
adjudicated bankrupt or insolvent, (b) the Company or any Restricted Subsidiary of the
Company consents to the entry of a decree or order for relief in respect of the Company or
such Restricted Subsidiary of the Company in an involuntary case or proceeding under any
applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, (c) the Company or any Restricted Subsidiary of the Company files a
petition or answer or consent seeking reorganization or relief under any applicable federal
or state law, (d) the Company or any Restricted Subsidiary of the Company (x) consents to
the filing of such petition or the appointment of or taking possession by, a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or such Restricted Subsidiary of the Company or of any substantial part of their
respective property, (y) makes an assignment for the benefit of creditors or (z) admits in
writing its inability to pay its debts generally as they become due or (e) the Company or
any Restricted Subsidiary of the Company takes any corporate action in furtherance of any
such actions in this paragraph (ix); or




     (x) with respect to any Collateral having a fair market value in excess of $10,000,000,
individually or in the aggregate, (a) any default or breach by the Company or any Subsidiary
Guarantor in the performance of its obligations under the Security Documents or this



-47-









 






Indenture which adversely affects the condition or value of the collateral or the
enforceability, validity, perfection or priority of the Second Priority Liens, taken as a
whole in any material respect, and continuance of such default or breach for a period of 60
days after written notice thereof by the Trustee or the Holders of 25% in principal amount
of the outstanding Notes, or (b) any security interest created under the Security Documents
or under this Indenture is declared invalid or unenforceable by a court of competent
jurisdiction or (y) the Company or any Subsidiary Guarantor asserts, in any pleading in any
court of competent jurisdiction, that any security interest in any Collateral is invalid or
unenforceable.



          (b) Any notice of default delivered to the Company by this Trustee or by Holders of Notes with
a copy to the Trustee must specify the Default, demand that it be remedied and state that the
notice is a “Notice of Default.”




          Section 6.02. Acceleration.




          (a) If any Event of Default (other than an Event of Default specified under Section
6.01(a)(viii) or (ix) with respect to the Company or any Restricted Subsidiary) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may, and the Trustee at the request of such Holders shall, declare all the Notes
to be due and payable immediately. In the case of an Event of Default arising from the events
specified in Sections 6.01(a)(viii) or (ix) with respect to the Company or any Restricted
Subsidiary, the principal of, premium, if any, and any accrued and unpaid interest on all
outstanding Notes shall ipso facto become immediately due and payable without further action or
notice.




          (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by
notice to the Trustee may rescind any declaration of acceleration of such Notes and its
consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (other than the nonpayment of principal or premium, if any, or interest on, the
Notes which shall have become due by such declaration) shall have been cured or waived.




          Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of, or premium, if any, or interest on, the Notes or to
enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.




          Section 6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under this Indenture except (i) a continuing Default or
Event of Default in the payment of the principal of, or premium, if any, or interest on, the Notes
(which may only be waived with the consent of each Holder of Notes affected), or (ii) in respect of
a covenant or provision which under this Indenture cannot be modified or amended without the
consent of each Holder of Notes affected. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefore shall deemed to have been cured for every purpose of
this Indenture; provided that no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.







-48-









 








          Section 6.05. Control by Majority of Holders. Subject to Section 7.01(e), the Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it by this Indenture.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability.




          Section 6.06. Limitation of Suits by Holders. Except to enforce the right to receive payment of principal, premium (if any) or interest
when due, a Holder may pursue a remedy with respect to this Indenture or the Notes only if: (1) the
Holder gives to the Trustee notice of a continuing Event of Default; (2) the Holders of at least
25% in principal amount of the then outstanding Notes make a request to the Trustee to pursue the
remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense; (4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the
Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request. A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
Holders of the Notes may not enforce this Indenture, except as provided herein.




          Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of, and premium, if any, and interest on, a Note, on or after a respective due
date expressed in the Note, or to bring suit for the enforcement of any such payment on or after
such respective date, shall not be impaired or affected without the consent of the Holder.




          Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(i) or (a)(ii) occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for (i) the principal, premium, if any, and interest remaining unpaid on the
Notes, (ii) interest on overdue principal and premium, if any, and, to the extent lawful, interest,
and (iii) such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel (“Trustee Expenses”).




          Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary
or advisable to have the claims of the Trustee (including any claim for Trustee Expenses and for
amounts due under Section 7.07) and the Holders allowed in any Insolvency or Liquidation Proceeding
relative to the Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute to Holders any money or other
property payable or deliverable on any such claims and each Holder authorizes any Custodian in any
such Insolvency or Liquidation Proceeding to make such payments to the Trustee, and if the Trustee
shall consent to the making of such payments directly to the Holders any such Custodian is hereby
authorized to make such payments directly to the Holders, and to pay to the Trustee any amount due
to it hereunder for Trustee Expenses, and any other amounts due the Trustee under Section 7.07;
provided, however, that the Trustee shall not be authorized to (i) consent to, accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting
the Notes or the rights of any Holder, or (ii) vote in respect of the claim of any Holder in any
such Insolvency or Liquidation Proceeding. To the extent that the payment of any such Trustee
Expenses, and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all dis-






-49-









 







tributions, dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization
or arrangement or otherwise.




          Section 6.10. Priorities. Subject to the terms of the Security Documents, any money collected by the Trustee (or
received by the Trustee from the Collateral Agent under any Security Documents) pursuant to this
Article VI, and any money or other property distributable in respect of the Company’s
obligations under this Indenture after an Event of Default shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any) or interest, if any, upon presentation of the Notes and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:





     First: to the Trustee (including any predecessor Trustee) and Collateral Agent, its
agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
reasonable compensation, expense and liabilities incurred, and all advances made, by the
Trustee or Collateral Agent and the costs and expenses of collection;




     Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if
any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and interest,
respectively; and




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.




     The Trustee may fix a record date and payment date for any payment to Holders.



          Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.




ARTICLE VII




TRUSTEE



     Section 7.01. Duties of Trustee.



          (a) If an Event of Default occurs (and has not been cured) the Trustee shall (i) exercise the
rights and powers vested in it by this Indenture, and (ii) use the same degree of care and skill in
exercising such rights and powers as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs.




          (b) Except during the continuance of an Event of Default: (i) the Trustee’s duties shall be
determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the
absence of bad faith on its






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part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether they conform to this Indenture’s requirements.




          (c) The Trustee shall not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except, that: (i) this Section 7.01(c)
does not limit the effect of Section 7.01(b); (ii) the Trustee shall not be liable for any error of
judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction it receives pursuant to Section 6.05
hereof or otherwise in accordance with the direction of the Holders of a majority in principal
amount of outstanding Notes relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee or
the Collateral Agent, under this Indenture or the Security Documents.




          (d) Every provision of this Indenture that in any way relates to the Trustee shall be subject
to paragraphs (a), (b), and (c) of this Section.




          (e) No provision of this Indenture or the Security Documents shall require the Trustee or the
Collateral Agent to expend or risk its own funds or incur any liability. The Trustee and the
Collateral Agent shall be under no obligation to exercise any of their rights and powers under this
Indenture or the Security Documents at the request of any Holders, unless such Holder shall have
offered to the Trustee and/or the Collateral Agent, as applicable, security and indemnity
satisfactory to it against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.




          (f) The Trustee shall not be liable for interest on any money received by it except as it may
agree in writing with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.




          Section 7.02. Rights of Trustee.




          (a) The Trustee may rely on any document it believes to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or matter stated in any
such document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The
Trustee may consult with counsel and advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it
under this Indenture in good faith and in reliance on such advice or opinion.




          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits in good faith that it
believes to be authorized or within its rights or powers.







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          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.




          (f) The Trustee shall not be deemed to have notice of any Default or Event of Default (except
any Event of Default occuring pursuant to Sections 4.01, 6.01(a)(i) and 6.01(a)(ii)) unless a Trust
Officer of the Trustee has actual knowledge thereof or unless a written notice of such event is
sent to the the Trustee in accordance with Section 12.02, and such notice references the Notes and
this Indenture.




          (g) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.




          Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of
Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it
would have if it were not Trustee. However, if the Trustee acquires any conflicting interest, it
must eliminate such conflict within 90 days, apply to the Commission for permission to continue as
Trustee, or resign. Each Agent shall have the same rights as the Trustee under this Section 7.03.




          Section 7.04. Trustee’s Disclaimer. Neither the Trustee nor the Collateral Agent shall be responsible for or make any
representation as to the validity or adequacy of this Indenture or the Notes, or the existence,
genuineness, value or protection of any Collateral (except for the safe custody of Collateral in
its possession actually received by it in accordance with the terms hereof) for the legality,
effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority,
sufficiency or protection of any Second Priority Lien, and neither shall be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture, neither shall be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes, any statement or
recital in any document in connection with the sale of the Notes or pursuant to this Indenture
other than the Trustee’s certificate of authentication on the Notes.




          Section 7.05. Notice to Holders of Defaults and Events of Default. If a Default or Event of Default occurs and is continuing and if a Trust Officer has notice
of such Default or Event of Default as described in Section 7.02(f), the Trustee shall mail to
Holders a notice of the Default or Event of Default within 90 days after it occurs; provided,
however, that in any event the Trustee shall not be required to mail such notice prior to 10 days
after a Trust Officer receiving such notice of Default or Event of Default as described in Section
7.02(f). Except in the case of a Default or Event of Default in payment on any Note (including any
failure to redeem Notes called for redemption or any failure to purchase Notes tendered pursuant to
an Offer that are required to be purchased by the terms of this Indenture), the Trustee may
withhold the notice if and so long as it determines in good faith that withholding such notice is
in the Holders’ interests.




          Section 7.06. Reports by Trustee to Holders. On or before June 15 (commencing on June 15, 2011) in each year following the date hereof,
so long as any Notes are outstanding hereunder, the Trustee shall mail to Holders a brief report
dated as of such reporting date that complies with Section 313(a) of the TIA (but if no event
described in Section 313(a) of the TIA has occurred within the twelve






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months preceding the reporting date, no report need be transmitted). The Trustee also shall
comply with Section 313(b)(2) of the TIA. The Trustee shall also transmit by mail all reports as
required by Section 313(c) of the TIA.




          A copy of each report at the time of its mailing to Holders shall be filed with the Commission
and each stock exchange, if any, on which the Notes are listed. The Company shall notify the
Trustee when the Notes are listed on any stock exchange.




          Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its
services hereunder, as mutually agreed upon by the Company and the Trustee. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. As
mutually agreed upon by the Company and the Trustee, the Company shall reimburse the Trustee upon
request for all reasonable disbursements, advances and expenses it incurs or makes in addition to
the compensation for its services. As mutually agreed upon by the Company and the Trustee, such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.




          The Company and the Guarantors, jointly and severally, shall indemnify the Trustee and the
Collateral Agent (which for purposes of this Section 7.07 shall include its officers, directors,
stockholders, employees and agents) against any and all claims, damage, losses, liabilities or
expenses incurred by them arising out of or in connection with the acceptance or administration of
their duties under this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 7.07) and defending themselves against any claim
(whether asserted by the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of their powers or duties hereunder except to the extent any
such loss, claim, damage, liability or expense may be attributable to their negligence or willful
misconduct. The Trustee (or the Collateral Agent, as the case may be) shall notify the Company
promptly of any claim for which a Trust Officer has received notice and for which it may seek
indemnity. Failure by the Trustee (or the Collateral Agent, as the case may be) to so notify the
Company shall not relieve the Company of its obligations hereunder, unless the Company is unduly
prejudiced by the failure to provide such notice. The Company shall defend the claim and the
Trustee (or the Collateral Agent, as the case may be) shall cooperate in the defense. The Trustee
(or the Collateral Agent, as the case may be) may have separate counsel and the Company shall pay
the reasonable fees and expenses of one such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.




          The Company’s obligations under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture and resignation or removal of the Trustee. The Company need not reimburse any
expense or indemnify against any loss or liability the Trustee incurs as a result of its gross
negligence or willful misconduct.




          To secure the Company’s and the Subsidiary Guarantors’ obligations under this Section 7.07,
the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee or the Collateral Agent, except that held in trust to pay
principal or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and
discharge or termination for any reason of this Indenture and the resignation or removal of the
Trustee or the Collateral Agent. Such Lien shall constitute a Permitted Lien under this Indenture.




          When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(viii) or (ix) occurs, the expenses and the compensation for






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the services (including the fees and expenses of its agents and counsel) are intended to
constitute administrative expenses under any Bankruptcy Law without any need to demonstrate
substantial contribution under Bankruptcy Law.




          Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




          The Trustee may resign and be discharged from the trust hereby created by so notifying the
Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company. The Company may remove the Trustee
if: (1) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged a bankrupt or
an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; (iii) a Custodian or public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of performing the services of the Trustee hereunder.




          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee; provided that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may appoint a successor
Trustee to replace any successor Trustee appointed by Company.




          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the then outstanding Notes may petition any court of competent jurisdiction for the appointment
of a successor Trustee.




          If the Trustee fails to comply with Section 7.10, any Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its appointment to
Holders. The retiring Trustee shall promptly transfer all property it holds as Trustee to the
successor Trustee; provided that all sums owing to the retiring Trustee hereunder have been paid.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 shall continue for the retiring Trustee’s benefit with respect to expenses and
liabilities relating to the retiring Trustee’s activities prior to being replaced.




          Section 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to another corporation, the successor corporation without any further
act shall be the successor Trustee.




          Section 7.10. Eligibility; Disqualification. The Trustee shall at all times (i) be a corporation organized and doing business under the
laws of the United States of America, of any state thereof, or the District of Columbia authorized
under such laws to exercise corporate trust powers, (ii) be subject to supervision or examination
by federal or state authority, (iii) have a combined capital and surplus of at least $100 million
as set forth in its most recently published annual report of condition, and (iv) satisfy the






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requirements of Sections 310(a)(1),(2) and (5) of the TIA. The Trustee is subject to Section
310(b) of the TIA.




          Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to Section 311(a) of the TIA, excluding any creditor relationship
listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the TIA to the extent indicated therein.




          Section 7.12. Limitation of Liability. In no event shall the Trustee, in its capacity as such or as Collateral Agent, Paying Agent
or Registrar or in any other capacity hereunder, be liable under or in connection with this
Indenture for indirect, special, incidental, punitive or consequential losses or damages of any
kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the
Trustee has been advised of the possibility thereof and regardless of the form of action in which
such damages are sought. The provisions of this Section 7.12 shall survive satisfaction and
discharge or the termination for any reason of this Indenture and the resignation or removal of the
Trustee.




          Section 7.13. Collateral Agent. The rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral
Agent as if the Collateral Agent were named as the Trustee herein and the Security Documents were
named as this Indenture herein.




ARTICLE VIII




DISCHARGE OF INDENTURE



          Section 8.01. Discharge of Liability on Notes; Defeasance.




          (a) Subject to Sections 8.01(c) and 8.06, this Indenture shall cease to be of any further
effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes
heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07) have
been delivered to the Trustee for cancellation or (b) all Notes not previously delivered for
cancellation have become (x) due and payable or (y) will become due and payable at their Stated
Maturity within one year or (z) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee, for the giving of notice of redemption by the Trustee in
the name, and at the expense of, the Company; and the Company or any Subsidiary Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount
in United States dollars or direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any agency thereof to
the extent such obligations are backed by the full faith and credit of the United States of
America), in each case, maturing prior to the date the Notes will have become due and payable, the
Stated Maturity of the Notes or the relevant redemption date of the Notes, as the case may be,
sufficient to pay and discharge the entire indebtedness on such Notes not previously delivered to
the Trustee for cancellation, including principal of, premium, if any, and accrued interest at
maturity, Stated Maturity or redemption, (ii) the Company or any Subsidiary Guarantor has paid or
caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary
Guarantor and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been complied with and that such satisfaction and
discharge will not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company or






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any other Restricted Subsidiary of the Company is a party or by which the Company or any other
Restricted Subsidiary of the Company is bound.




          (b) Subject to Sections 8.01(c), 8.02, and 8.06, the Company at any time may terminate (i) all
its obligations under this Indenture and the Notes (including the Subsidiary Guarantees)
(“Legal Defeasance Option”), or (ii) its obligations under Sections 4.02, 4.03, 4.05, 4.06,
4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 and Article V
(“Covenant Defeasance Option”). The Company may exercise its Legal Defeasance Option
notwithstanding its prior exercise of its Covenant Defeasance Option.




          If the Company exercises its Legal Defeasance Option, the Events of Default shall be deemed
eliminated and payment of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated
because of an Event of Default specified in Sections 6.01(a)(iv), (v), (vi) and (x). If the
Company exercises either its Legal Defeasance Option or its Covenant Defeasance Option or upon
satisfaction and discharge of this Indenture, the Subsidiary Guarantees of the Subsidiary
Guarantors will be automatically and unconditionally released.




          Upon satisfaction of the conditions set forth in Section 8.02 and upon the Company’s request
(and at the Company’s expense), the Trustee shall acknowledge in writing the discharge of those
obligations that the Company has terminated.




          (c) Notwithstanding Sections 8.01(a) and (b), the Company’s obligations under Sections 2.03,
2.04, 2.05, 2.06, 2.07, 4.01, 4.04, 4.12, 7.07, 7.08, 8.04, 8.05, and 8.06, and the obligations of
the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in
full. Thereafter, the Company’s obligations under Sections 7.07 and 8.05 and the obligations of
the Company, Trustee and Paying Agent under Section 8.04 shall survive.




          Section 8.02. Conditions to Defeasance. In order to exercise either its Legal Defeasance Option and give effect thereto (“Legal
Defeasance”) or its Covenant Defeasance Option and give effect thereto (“Covenant
Defeasance”), (i) the Company shall irrevocably deposit with the Trustee, as trust funds in
trust, for the benefit of the Holders, cash in United States dollars, U.S. Government Obligations,
or a combination thereof, maturing as to principal and interest in such amounts as will be
sufficient, without consideration of any reinvestment of such interest, in the opinion of a
nationally recognized firm of independent public accountants or a nationally recognized investment
banking firm, to pay and discharge the principal of, premium, if any, and interest on the
outstanding Notes on the Stated Maturity of such principal or installment of principal or interest;
(ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of
Counsel confirming that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders will
not recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit; (v)
such Legal Defeasance or






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Covenant Defeasance shall not result in a breach or violation of, or constitute a Default
under, this Indenture or any other material agreement or instrument to which the Company is a party
or by which it is bound; (vi) the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that (A) the trust funds will not be subject to any rights of holders of other
Indebtedness of the Company or any Subsidiary Guarantor, including, without limitation, those
arising under this Indenture, after the 91st day following the deposit and (B) after the 91st day
following the deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (vii)
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders of the Notes over the other
creditors of the Company or with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; (viii) no event or condition shall exist that would prevent the
Company from making payments of the principal of, premium, if any, and interest on the Notes on the
date of such deposit; and (ix) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the Legal Defeasance or the Covenant Defeasance, as the case may be, have been
complied with.




          Section 8.03. Application of Trust Money. The Trustee or Paying Agent shall hold in trust money and/or U.S. Government Obligations
deposited with it pursuant to this Article VIII. The Trustee or Paying Agent shall apply
the deposited money and the money from U.S. Government Obligations in accordance with this
Indenture to the payment of principal of, and premium, if any, and interest on, the Notes.




          Section 8.04. Repayment to Company. After the Notes have been paid in full, the Trustee and the Paying Agent shall promptly
turn over to the Company any excess money or securities held by them upon the written direction of
the Company.




          Any money deposited with the Trustee or a Paying Agent pursuant to this Article VIII
for the payment of the principal of, premium, if any, or interest on, any Note that remains
unclaimed for two years after becoming due and payable shall be paid to the Company on its request;
and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such money shall cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense of the Company cause to be published
once, in The New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.




          Section 8.05. Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee and any Paying Agent against any tax,
fee or other charge imposed on or assessed against cash and/or U.S. Government Obligations
deposited with it pursuant to this Article VIII or the principal and interest received on
such cash and/or U.S. Government Obligations.




          Section 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article VIII by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that if the
Company has made any pay






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ment of principal of, or premium, if any, or interest on, any Notes because of the
reinstatement of its obligations under this Indenture and the Notes, the Company shall be
subrogated to the Holders’ rights to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.




ARTICLE IX




AMENDMENTS



          Section 9.01. Amendments and Supplements Permitted Without Consent of Holders.




          (a) Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may
amend or supplement this Indenture or the Notes without the consent of any Holder to: (i) cure any
ambiguity, defect or inconsistency; (ii) provide for uncertificated Notes in addition to or in
place of certificated Notes; (iii) provide for the assumption of the Company’s obligations to the
Holders in the event of any transaction involving the Company that is permitted under Article
V in which the Company is not the Surviving Person; (iv) make any change that would provide any
additional rights or benefits to Holders or does not adversely affect the legal rights of any
Holder; (v) comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA; (vi) add additional Subsidiary Guarantors pursuant
to Section 4.17 (which does not require existing Subsidiary Guarantors to execute such supplemental
indenture); (vii) secure additional Permitted Additional Pari Passu Secured Obligations pursuant to
this Indenture by Liens ranking pari passu with the Liens securing the Notes and the Subsidiary
Guarantees; (viii) to amend any Security Document to eliminate any assets purported to be secured
thereby which are not actually owned by the Company or the Subsidiary Guarantors and were not owned
by the Company or the Guarantors at the time such Security Document was entered into; (ix) to
release a Guarantor from its Guarantee when permitted by this Indenture or the Intercreditor
Agreement; or (x) conform this Indenture, the Security Documents or the Notes to provisions of the
“Description of Notes” in the Offering Memorandum to the extent such provision was intended to be a
verbatim recitation thereof.




          (b) Upon the Company’s request, after receipt by the Trustee of a resolution of the Board of
Directors authorizing the execution of any amended or supplemental indenture, the Trustee shall
join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make any future appropriate
agreements and stipulations that may be contained in any such amended or supplemental indenture,
but the Trustee shall not be obligated to enter into an amended or supplemental indenture that
affects its own rights, duties, or immunities under this Indenture or otherwise.




          Section 9.02. Amendments and Supplements Requiring Consent of Holders.




          (a) Except as otherwise provided in Sections 6.04, 9.01(a) and 9.02(c), this Indenture and the
Notes may be amended or supplemented with the written consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes), and any existing Default or Event
of Default or compliance with any provision of this Indenture or the Notes may be waived with the
consent of Holders of at least a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer for the Notes).







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          (b) Upon the Company’s request and after receipt by the Trustee of a resolution of the Board
of Directors authorizing the execution of any supplemental indenture, evidence of the Holders’
consent, and the documents described in Section 9.06, the Trustee shall join with the Company and
the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture affects the Trustee’s own rights, duties, or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but not be obligated
to, enter into such amended or supplemental indenture.




          (c) No such modification or amendment may, without the consent of the Holder of each
outstanding Note affected thereby, (with respect to any Notes held by a nonconsenting holder): (i)
change the Stated Maturity of the principal of, or any installment of interest on, any Note, or
reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or change the coin or currency or the manner in which the principal of any Note
or any premium or the interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption,
on or after the redemption date); (ii) extend the time for payment of interest on the Notes; (iii)
alter the redemption provisions in the Notes or this Indenture in a manner adverse to any Holder of
the Notes; (iv) reduce the percentage in principal amount of outstanding Notes, the consent of
whose holders is required for any amended or supplemental indenture or the consent of whose holders
is required for any waiver of compliance with any provision of this Indenture or any Default
hereunder and the consequences provided for hereunder; (v) modify any of the provisions of this
Indenture relating to any amended or supplemental indentures requiring the consent of Holders or
relating to the waiver of past defaults or relating to the waiver of any covenant, except to
increase the percentage of outstanding Notes required for such actions or to provide that any other
provision of this Indenture cannot be modified or waived without the consent of the Holder of each
Note affected thereby; and (vi) modify the ranking or priority of the Notes or any Subsidiary
Guarantee; or (vii) release any Subsidiary Guarantor from any of its obligations under its
Subsidiary Guarantee other than in accordance with the terms of this Indenture. Furthermore, any
amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the
effect of releasing all or substantially all of the Collateral from the Liens securing the Notes
other than in accordance with this Indenture and the Security Documents or modify the Intercreditor
Agreement in any manner adverse in any material respect to the Holders of the Notes will require
the consent of the holders of at lease 66 2/3% in aggregate principal amount of the Notes and
Permitted Additional Pari Passu Secured Obligations then outstanding, voting as one class.




          (d) It shall not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof. After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Company shall mail to each Holder affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such amended or supplemental indenture or waiver.




          Section 9.03. Compliance with TIA. Every amendment or supplement to this Indenture or the Notes shall be set forth in an
amended supplemental indenture that complies with the TIA as then in effect.







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          Section 9.04. Revocation and Effect of Consents.




          (a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is
a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same Indebtedness as the consenting Holder’s Note, even if notation of the consent is
not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to
his or her Note or portion of a Note if the Trustee receives the notice of revocation before the
date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the
requisite principal amount of Notes have consented to the amendment or waiver.




          (b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Notes entitled to consent to any amendment or waiver. If a record date
is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons
who were Holders of Notes at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders of Notes after such record
date. No consent shall be valid or effective for more than 90 days after such record date unless
consents from Holders of the principal amount of Notes required hereunder for such amendment or
waiver to be effective shall have also been given and not revoked within such 90-day period.




          (c) After an amendment or waiver becomes effective it shall bind every Holder, unless it is of
the type described in Section 9.02(c), in which case the amendment or waiver shall only bind each
Holder that consented to it and every subsequent Holder of a Note that evidences the same debt as
the consenting Holder’s Note.




          Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such
amendment, supplement or waiver.




          Section 9.06. Trustee Protected. The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this
Article IX if the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such
amendment or supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 7.01, shall be fully protected in relying upon, an Officers’ Certificate and Opinion of
Counsel pursuant to Sections 12.04 and 12.05 as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is not inconsistent
herewith, and that it will be valid and binding upon the Company in accordance with its terms.




ARTICLE X




SECURITY



          Section 10.01. Security Documents; Additional Collateral.




          (a) Security Documents. In order to secure the due and punctual payment of the Second
Lien Obligations, the Company, the Guarantors, the Collateral Agent and the other parties thereto






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have simultaneously with the execution of this Indenture entered into or, in accordance with
the provisions of Section 4.17, Section 4.23 and this Article X will enter into the
Security Documents.




          (b) Post-Closing Collateral. The Company and the Guarantors will take the actions
required by Section 4.15 (Post-Closing Collateral Matters) of the Security Agreement.




          Section 10.02. Recording, Registration and Opinions.




          (a) To the extent applicable, the Company will comply with the provisions of TIA §314(b),
relating to reports, and, following qualification of this Indenture under the TIA (if required),
§314(d). Any certificate or opinion required by TIA §314(d) may be made by an Officer of the
Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an
independent engineer, appraiser or other expert, who shall be reasonably satisfactory to the
Trustee. Following the qualification of this Indenture pursuant to the TIA, to the extent the
Company is required to furnish to the Trustee an Opinion of Counsel pursuant to TIA §314(b)(2) (as
determined by the Company), the Company will furnish such opinion prior to each December 1. For
the avoidance of doubt, if this Indenture is not qualified under the TIA, the Company shall not be
required to comply with §314(d) of the TIA.




          (b) Any release of Collateral permitted or required by Section 10.03 hereof or the Security
Documents will be deemed not to impair the Liens under this Indenture and the Security Documents in
contravention thereof and any Person that is required to deliver a certificate or opinion pursuant
to Section 314(d) of the TIA or otherwise under this Indenture or the Security Documents, shall be
entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The
Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive
evidence of compliance with the foregoing provisions the appropriate statements contained in such
documents and opinion.




          Section 10.03. Releases of Collateral.




          The Liens securing the Notes and the Guarantees will, automatically and without the need for
any further action by any Person be released:




          (a) in whole or in part, with the consent of the requisite holders in accordance with
Article IX, including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, Notes:




          (b) in whole, upon:





     (i) Discharge of this Indenture under Section 8.01 hereof; or




     (ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII
hereof;




     (iii) upon payment in full of principal, interest and all other Obligations on the
Notes issued under this Indenture;




     (c) in part, as to any asset constituting Collateral:




     (i) that is sold or otherwise disposed of by the Company or any of the Guarantors
(other than any such sale to the Company or a Guarantor) in a transaction permitted under
Section



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4.14 and the Security Documents (to the extent of the interest sold or disposed of) or
otherwise permitted by this Indenture and the Security Documents, if all other Liens on that
asset securing the First Priority Obligations and any Permitted Additional Pari Passu
Obligations then secured by that asset (including all commitments thereunder) are released;



          (ii) that is cash withdrawn from deposit accounts for any purpose not prohibited under
this Indenture or the Security Documents;




          (iii) that is a Capital Stock of a Subsidiary of the Company to the extent necessary
for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 or Rule 3-10
of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s Capital
Stock secures the Notes or Guarantees, to file separate financial statements with the
Commission (or any other governmental agency);




          (iv) that is used to make a Restricted Payment or Permitted Investment permitted by
this Indenture;




          (v) that becomes an Excluded Property;




          (vi) upon any release, sale or disposition of Collateral permitted pursuant to the
terms of the First Priority Documents that results in the release of the First Priority Lien
on any Collateral (including without limitation any sale or other disposition pursuant to
any enforcement action); provided, however, that (i) if the First Priority Lien on any
Collateral is released in connection with the First Priority Obligations Payment Date (as
defined in the Intercreditor Agreement) (without a contemporaneous incurrence of new or
replacement First Priority Obligations pursuant to a replacement First Priority Agreement
permitted under the Intercreditor Agreement), the Liens securing the Notes will not be
required to be released (except to the extent the Collateral or any portion thereof was
disposed of or otherwise transferred or used in order to repay the First Priority
Obligations secured by such Collateral); or




          (vii) that is otherwise released in accordance with, and as expressly provided for in
accordance with, this Indenture, the Security Documents and the Intercreditor Agreement.




          Section 10.04. Form and Sufficiency of Release. In the event that either the Company or any Guarantor has sold, exchanged, or otherwise
disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral
that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the
Company or any Guarantor, and the Company or such Guarantor requests the Trustee to furnish a
written disclaimer, release or quitclaim of any interest in such property under this Indenture, the
applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and
Opinion of Counsel to the effect that such release complies with Section 10.03 and specifying the
provision in Section 10.03 pursuant to which such release is being made (upon which the Trustee may
exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the
Company or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in
the form provided by the Company, and providing for release without recourse and shall take such
other action as the Company or such Guarantor may reasonably request and as necessary to effect
such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall
be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be
entitled to conclusively and exclusively rely) each stating that such release is authorized and
permitted by the terms hereof and the Security Documents and that all conditions precedent with
respect to such release have been complied with.







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          Section 10.05. Possession and Use of Collateral. Subject to the provisions of the Security Documents, the Company and the Guarantors shall
have the right to remain in possession and retain exclusive control of and to exercise all rights
with respect to the Collateral (other than monies or U.S. government obligations deposited pursuant
to Article VIII, and other than as set forth in the Security Documents and this Indenture),
to operate, manage, develop, lease, use, consume and enjoy the Collateral (other than monies and
U.S. government obligations deposited pursuant to Article VIII and other than as set forth
in the Security Documents and this Indenture), to alter or repair any Collateral so long as such
alterations and repairs do not impair the Lien of the Security Documents thereon, and to collect,
receive, use, invest and dispose of the reversions, remainders, interest, rents, lease payments,
issues, profits, revenues, proceeds and other income thereof.




          Section 10.06. Purchaser Protected. No purchaser or grantee of any property or rights purporting to be released shall be bound
to ascertain the authority of the Trustee to execute the release or to inquire as to the existence
of any conditions herein prescribed for the exercise of such authority so long as the conditions
set forth in Section 10.4 have been satisfied.




          Section 10.07. Authorization of Actions to Be Taken by the Collateral Agent Under the
Security Documents. In acting hereunder and under the Security Documents, the Holders, the Company and the
Guarantors agree that the Collateral Agent shall be entitled to the rights, privileges,
protections, immunities, indemnities and benefits provided to the Trustee hereunder as if such were
provided to the Collateral Agent. Furthermore, each holder of a Note, by accepting such Note,
appoints U.S. Bank National Association as its collateral agent, and consents to the terms of and
authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter
into and perform the Security Documents in each of its capacities thereunder.




          Section 10.08. Authorization of Receipt of Funds by the Trustee Under the Security
Agreement. Subject to the terms of the Intercreditor Agreement, the Trustee is authorized to receive
any funds for the benefit of Holders distributed under the Security Documents to the Trustee and to
apply such funds as provided in this Indenture and the Security Documents.




          Section 10.09. Powers Exercisable by Receiver or Collateral Agent. In case the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article X upon the Company or any Guarantor, as
applicable, with respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any Guarantor, as applicable,
or of any officer or officers thereof required by the provisions of this Article.




          Section 10.10. Appointment and Authorization of U.S. Bank National Association as
Collateral Agent.




          (a) U.S. Bank National Association is hereby designated and appointed as the Collateral Agent
of the Holders under the Security Documents, and is authorized as the Collateral Agent for such
Holders to execute and enter into each of the Security Documents and all other instruments relating
to the Security Documents and (i) to take action and exercise such powers as are expressly required
or permitted hereunder and under the Security Documents and all instruments relating hereto and
thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly
delegated to the Collateral Agent by the terms hereof and thereof together with such other powers
as are reasonably incidental hereto and thereto.







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          (b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the Security
Documents, the Collateral Agent shall not have any duties or responsibilities except those
expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Indenture or any Security Document or otherwise exist against the Collateral Agent.




          (c) The Collateral Agent may consult with counsel of its selection and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder or under the Security
Documents in good faith and in accordance with the advice or opinion of such counsel.




          (d) If the Company (i) incurs any First Priority Obligations at any time when no intercreditor
agreement is in effect or at any time when Indebtedness constituting First Priority Obligations
entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and (ii)
delivers to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral
Agent to enter into an intercreditor agreement (on substantially the same terms as the
Intercreditor Agreement) in favor of a designated agent or representative for the holders of the
First Priority Obligations so incurred, the Collateral Agent shall (and is hereby authorized and
directed to) enter into such intercreditor agreement (at the sole expense and cost of the Company,
including legal fees and expenses of the Collateral Agent), bind the Holders on the terms set forth
therein and perform and observe its obligations thereunder.




ARTICLE XI




SUBSIDIARY GUARANTEES



          Section 11.01. Subsidiary Guarantees.




          (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees to
each Holder of a Note authenticated and delivered by the Trustee that: (i) the principal of,
premium, if any, and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, to the extent lawful, and all other Obligations of the Company to
the Holders or the Trustee under this Indenture and the Notes will be promptly paid in full, all in
accordance with the terms of this Indenture and the Notes; and (ii) in case of any extension of
time of payment of any Notes or any of such other Obligations, that the Notes will be promptly paid
in full when due in accordance with the terms of such extension or renewal, whether at Stated
Maturity, by acceleration or otherwise. In the event that the Company fails to pay any amount
guaranteed by the Subsidiary Guarantors for any reason whatsoever, the Subsidiary Guarantors will
be jointly and severally obligated to pay such amount immediately. The Subsidiary Guarantors
hereby further agree that their Obligations under this Indenture and the Notes shall be
unconditional, regardless of the validity, regularity or enforceability of this Indenture or the
Notes, the absence of any action to enforce this Indenture or the Notes, any waiver or consent by
any Holder with respect to any provisions of this Indenture or the Notes, any modification or
amendment of, or supplement to, this Indenture or the Notes, the recovery of any judgment against
the Company or any action to enforce any such judgment, or any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each
Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee of the Company’s Obligations under this Indenture and the Notes will not be
discharged except by complete performance by the Company or another






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Guarantor of such Obligations. If any Holder or the Trustee is required by any court or
otherwise to return to the Company, any Subsidiary Guarantor or a Custodian of the Company or a
Subsidiary Guarantor any amount paid by the Company or any Subsidiary Guarantor to the Trustee or
such Holder, the Subsidiary Guarantee of the Company’s Obligations under this Indenture and the
Notes by each Subsidiary Guarantor shall, to the extent previously discharged as a result of any
such payment, be immediately reinstated and be in full force and effect. Each Subsidiary Guarantor
hereby acknowledges and agrees that, as between the Subsidiary Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the Company’s Obligations under
this Indenture and the Notes may be accelerated as provided in Article VI for purposes of
the Subsidiary Guarantees notwithstanding any stay, injunction or other prohibition preventing such
acceleration, and (y) in the event of any declaration of acceleration of the Company’s Obligations
under this Indenture and the Notes as provided in Article VI, such Obligations (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the
purpose of the Subsidiary Guarantees.




          (b) Each Subsidiary Guarantor hereby waives all rights of subrogation, contribution,
reimbursement and indemnity, and all other rights, that such Subsidiary Guarantor would have
against the Company at any time as a result of any payment in respect of its Subsidiary Guarantee
(whether contractual, under Section 509 of the Bankruptcy Code, or otherwise).




          (c) Each Subsidiary Guarantor that makes or is required to make any payment in respect of its
Subsidiary Guarantee shall be entitled to seek contribution from the other Subsidiary Guarantors to
the extent permitted by applicable law; provided that each Subsidiary Guarantor agrees that any
such claim for contribution that such Subsidiary Guarantor may have against any other Subsidiary
Guarantor shall be subrogated to the prior payment in full in cash of all Obligations owed to
Holders under or in respect of the Notes.




          (d) Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise)
of a Subsidiary Guarantor (or substantially all of its assets) to a Person which is not the Company
or a Subsidiary of the Company, which is otherwise in compliance with this Indenture, such
Subsidiary Guarantor shall be deemed released from all its obligations under its Subsidiary
Guarantee; provided that any such termination shall occur only to the extent that all obligations
of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets
or other security interests which secure, other Indebtedness of the Company shall also terminate
upon such release, sale or transfer.




          (e) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the
Company or another Subsidiary Guarantor without limitation. A Subsidiary Guarantor may consolidate
with or merge into or sell its assets to a corporation other than the Company or another Subsidiary
Guarantor (whether or not affiliated with such Subsidiary Guarantor, but subject to the provisions
described in Section 11.01(d)), provided that (a) if the Surviving Person is not the Subsidiary
Guarantor, the Surviving Person agrees to assume such Subsidiary Guarantor’s obligations under its
Subsidiary Guarantee and all its obligations under this Indenture and (b) such transaction does not
(i) violate any covenants set forth in this Indenture or (ii) result in a Default or Event of
Default under this Indenture immediately thereafter that is continuing.




          (f) The Subsidiary Guarantee of each Subsidiary Guarantor will be automatically and
unconditionally released in connection with a Legal Defeasance or Covenant Defeasance of this
Indenture or upon satisfaction and discharge of this Indenture.







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          Section 11.02. Trustee to Include Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by
the Company, the term “Trustee” as used in this Article XI shall (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent within its meaning
as fully and for all intents and purposes as if such Paying Agent were named in this Article
XI in place of the Trustee.




          Section 11.03. Limits on Subsidiary Guarantees. Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that
it is the intention of all such parties that the guarantee by each Subsidiary Guarantor pursuant to
its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar Federal or state law. To effectuate the foregoing intention, the Holders and each
Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor
under the Subsidiary Guarantees shall be limited to the maximum amount as will, after giving effect
to all other contingent and fixed liabilities of each Subsidiary Guarantor, result in the
obligations of each Subsidiary Guarantor under the Subsidiary Guarantees not constituting such
fraudulent transfer or conveyance.




          Section 11.04. Execution of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in this Article XI, each Subsidiary
Guarantor hereby agrees to execute the Subsidiary Guarantee substantially in the form of
Exhibit C, which shall be endorsed on each Note ordered to be authenticated and delivered
by the Trustee. Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in
this Article XI shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Subsidiary Guarantee. Each such Subsidiary Guarantee shall
be signed on behalf of each Subsidiary Guarantor by an Officer (who shall have been duly authorized
by all requisite corporate actions), and the delivery of such Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of such Subsidiary Guarantee on
behalf of such Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by
manual or facsimile signature of such Officer and may be imprinted or otherwise reproduced on the
Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee
shall cease to be such Officer before the Note on which such Subsidiary Guarantee is endorsed shall
have been authenticated and delivered by the Trustee or disposed of by the Company, such Note
nevertheless may be authenticated and delivered or disposed of as though the person who signed the
Subsidiary Guarantee had not ceased to be such Officer of the Subsidiary Guarantor.




          Section 11.05. Stay, Extension and Usury Laws. Each Subsidiary Guarantor covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in
force, that would prohibit or forgive each Subsidiary Guarantor from performing its Subsidiary
Guarantee as contemplated herein or which might affect the covenants or the performance of this
Indenture and Notes; and each such Subsidiary Guarantor (to the extent it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power granted to the
Trustee pursuant to this Indenture, but will suffer and permit the execution of every such power as
though no such law has been enacted.







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ARTICLE XII




MISCELLANEOUS



          Section 12.01. Trust Indenture Act Controls. If any provisions of this Indenture limits, qualifies, or conflicts with the duties imposed
by operation of Section 318(c) of the TIA, the imposed duties shall control.




          Section 12.02. Notices. Any notice or communication by the Company, any Subsidiary Guarantor or the Trustee to the
other is duly given if in writing and delivered in person, mailed by registered or certified mail,
postage prepaid, return receipt requested or delivered by telecopier or overnight air courier
guaranteeing next day delivery to the other’s address:




          If to the Company or to any Subsidiary Guarantor:



Gray Television, Inc.

4370 Peachtree Road, N.E.

Atlanta, Georgia 30319

Attention: Chief Executive Officer


Facsimile: (404) 266-8190




          With a copy to:



Jones Day

1420 Peachtree St., N.E. Suite 800

Atlanta, Georgia 30309-3053

Attention: Mark L. Hanson, Esq. and J. Eric Maki, Esq.

Facsimile: (404) 581-8330




          If to the Trustee:



U.S. Bank Corporate Trust Services

Two Midtown Plaza

1349 W. Peachtree Street, Suite 1050

Atlanta, Georgia 30309

Attention: Jack Ellerin

Facsimile: (404) 898-2467




          With a copy to:



Cahill Gordon & Reindel llp

80 Pine Street

New York, New York 10005

Attention: James J. Clark, Esq. and Michael J. Ohler, Esq.

Facsimile: (212) 269-5420




          The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.







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          All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; the date receipt is
acknowledged, if mailed by registered or certified mail; when answered back, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




          Any notice or communication to a Holder shall be mailed by first-class mail to his or her
address shown on the register maintained by the Registrar. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a
notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same
time.




          Section 12.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture, the Security Documents or the Notes. The Company,
the Subsidiary Guarantors, the Trustee, the Registrar and any other Person shall have the
protection of Section 312(c) of the TIA.




          Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee: (a) an Officers’ Certificate (which shall
include the statements set forth in Section 12.05) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and (b) an Opinion of Counsel (which shall include the statements
set forth in Section 12.05) stating that, in the opinion of such counsel, all such conditions
precedent provided for in this Indenture relating to the proposed action have been complied with.




          Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of
the TIA) shall include: (1) a statement that the Person making such certificate or opinion has read
such covenant or condition; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to whether, in such
Person’s opinion, such condition or covenant has been complied with.




          Section 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its
functions.




          Section 12.07. Legal Holidays. If a payment date is a Legal Holiday, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.




          Section 12.08. No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, incorporator or stockholder of the Company or any
Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or the
Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security
Documents, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by ac-






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cepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.




          Section 12.09. Counterparts. This Indenture 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.




          Section 12.10. Initial Appointments, Compliance Certificates. The Company initially appoints the Trustee as Paying Agent, Registrar and authenticating
agent. The first compliance certificate to be delivered by the Company to the Trustee pursuant to
Section 4.03 shall be for the fiscal year ending on December 31, 2010.




          Section 12.11. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE NOTES, WITHOUT REGARD
TO THE CONFLICT OF LAWS PROVISIONS THEREOF.




          Section 12.12. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of
the Company or any of its Subsidiaries, and no other indenture, loan or debt agreement may be used
to interpret this Indenture.




          Section 12.13. Successors. All agreements of the Company in this Indenture and the Notes shall bind any successor of
the Company. All agreements of each of the Subsidiary Guarantors in this Indenture shall bind any
of their respective successors. All agreements of the Trustee in this Indenture shall bind its
successor.




          Section 12.14. Severability. If any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




          Section 12.15. Intercreditor Agreement. The Trustee, the Collateral Agent and the Holders are bound by the terms of the
Intercreditor Agreement and the other Security Documents.




          Section 12.16. Table of Contents, Headings, Etc.The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to be considered a
part of this Indenture, and shall in no way modify or restrict any of the terms or provisions of
this Indenture.










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	 	THE COMPANY:




GRAY TELEVISION, INC.

 	 
	 	By:  	/s/
James C. Ryan
 	 
	 	 	Name:  	James C. Ryan	 
	 	 	Title:  	Senior Vice President & CFO	 



 









 





	 	 	 	 	 
	 	THE SUBSIDIARY GUARANTORS:




WVLT-TV, INC.

 	 
	 	By:  	/s/ James C. Ryan
 	 
	 	 	Name:  	James C. Ryan 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	GRAY TELEVISION GROUP, INC. 

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

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


















 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/
Jack Ellerin
 	 
	 	 	Name:  	Jack Ellerin	 
	 	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



Schedule 1




SUBSIDIARY GUARANTORS




	 	 	 
	Company	 	State of Incorporation
	Gray Television Group, Inc.

	 	Delaware
	Gray Television Licensee, LLC

	 	Nevada
	WVLT-TV, Inc.

	 	Georgia






 









 






APPENDIX A




Provisions Relating to Initial Notes,

Additional Notes and Exchange Notes




          1. Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Indenture of which this Appendix A is a part.




          2. The Securities.




          2.1 Form and Dating. The Initial Notes issued on the date hereof will be (i) offered
and sold by the Company pursuant to the Purchase Agreement and (ii) resold, initially only to (A)
QIBs in reliance on Regulation D, (B) Persons other than U.S. Persons (as defined in Regulation S)
in reliance on Regulation S and (C) IAIs in reliance on Rule 501. Such Initial Notes may
thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and,
except as set forth below, IAIs in accordance with Rule 501.




          (a) Global Notes. Rule 144A Notes shall be issued initially in the form of one or
more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A
Global Note”), Regulation S Notes shall be issued initially in the form of one or more global
Notes (collectively, the “Regulation S Global Note”) and IAI Notes shall be issued
initially in the form of one or more permanent global Notes in definitive, fully registered form
(collectively, the “IAI Global Note”), in each case, without interest coupons and bearing
the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of
the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S
Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global
Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted
Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Global Note are each
referred to herein as a “Global Note” and are collectively referred to herein as
“Global Notes.” The aggregate principal amount of the Global Notes may from time to time
be increased or decreased by adjustments made on the records of the Trustee and the Depositary or
its nominee as hereinafter provided.




          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note
deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(b) and pursuant to an order of the Company, authenticate and
deliver initially one or more Global Notes that (a) shall be registered in the name of the
Depositary for such Global Note or Global Notes or the nominee of such Depositary and (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held
by the Trustee as Notes Custodian.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Note held on their behalf by the Depositary or by
the Trustee as Notes Custodian or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global
Note.







 









 








          (c) Definitive Notes. Except as provided in Sections 2.3 and 2.4, owners of
beneficial interests in Global Notes will not be entitled to receive physical delivery of
certificated Notes.




          2.2 Authentication. The Trustee shall authenticate and make available for delivery
upon a written order of the Company signed by two Officers (1) the (A) Initial Notes for original
issue on the Issue Date in an aggregate principal amount of $365,000,000 and (B) Additional Notes
for original issue on a date subsequent to the Issue Date and (2) the Exchange Notes for issue only
in a Registered Exchange Offer pursuant to a Registration Rights Agreement and for a like principal
amount of Initial Notes or Additional Notes, as the case may be, exchanged pursuant thereto. Such
order shall specify the amount of the Notes to be authenticated, the date on which the original
issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional
Notes or Exchange Notes.




          2.3 Transfer and Exchange.




          (a) Transfer and Exchange of Definitive Notes. When Definitive Notes are presented to
the Registrar with a request:





     (x) to register the transfer of such Definitive Notes; or




     (y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes
of other authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange:




     (i) shall be duly endorsed or accompanied by a written instrument of transfer
in form reasonably satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing; and




     (ii) are accompanied by the following additional information and documents, as
applicable:




     (A) if such Definitive Notes are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect (in the form set forth on the
reverse side of the Initial Note); or




     (B) if such Definitive Notes are being transferred to the Company, a
certification to that effect (in the form set forth on the reverse side of
the Initial Note); or




     (C) if such Definitive Notes are being transferred pursuant to an
exemption from registration in accordance with Rule 144 under the Securities
Act or in reliance upon another exemption from the registration requirements
of the Securities Act, (i) a certification to that effect (in the form set
forth on the reverse side of the Initial Note) and (ii) if the Company so
requests, an opinion of counsel or other evidence reasonably satisfactory to
it as to the compliance with the restrictions set forth in the legend set
forth in Section 2.3(e)(i).



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          (b) Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global
Note. A Definitive Note may not be exchanged for a beneficial interest in a Global Note except
upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, together with:





     (i) certification (in the form set forth on the reverse side of the Initial Note) that
such Definitive Note is being transferred (A) to a QIB in accordance with Rule 144A, (B) to
an IAI that has furnished to the Trustee a signed letter substantially in the form of
Exhibit E or (C) outside the United States in an offshore transaction within the
meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and




     (ii) written instructions directing the Trustee to make, or to direct the Notes
Custodian to make, an adjustment on its books and records with respect to such Global Note
to reflect an increase in the aggregate principal amount of the Notes represented by the
Global Note, such instructions to contain information regarding the Depositary account to be
credited with such increase,


then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to
cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Notes Custodian, the aggregate principal amount of Notes represented by the Global Note to
be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Note equal to the principal amount of the Definitive Note so
canceled. If no Global Notes are then outstanding and the Global Note has not been previously
exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an Officers’
Certificate, a new Global Note in the appropriate principal amount.




          (c) Transfer and Exchange of Global Notes.




          (i) The transfer and exchange of Global Notes or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor.
A transferor of a beneficial interest in a Global Note shall deliver a written order given in
accordance with the Depositary’s procedures containing information regarding the participant
account of the Depositary to be credited with a beneficial interest in such Global Note or another
Global Note and such account shall be credited in accordance with such order with a beneficial
interest in the applicable Global Note and the account of the Person making the transfer shall be
debited by an amount equal to the beneficial interest in the Global Note being transferred.
Transfers by an owner of a beneficial interest in the Rule 144A Global Note or the IAI Global Note
to a transferee who takes delivery of such interest through the Regulation S Global Note, whether
before or after the expiration of the Restricted Period, shall be made only upon receipt by the
Trustee of a certification from the transferor to the effect that such transfer is being made in
accordance with Regulation S or (if available) Rule 144 under the Securities Act and that, if such
transfer is being made prior to the expiration of the Restricted Period, the interest transferred
shall be held immediately thereafter through Euroclear or Clearstream. In the case of a transfer
of a beneficial interest in either the Regulation S Global Note or the Rule 144A Global Note for an
interest in the IAI Global Note, the transferee must furnish a signed letter substantially in the
form of Exhibit E to the Trustee.




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          (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a
beneficial interest in another Global Note, the Registrar shall reflect on its books and records
the date and an increase in the principal amount of the Global Note to which such interest is being
transferred in an amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a corresponding decrease in the
principal amount of the Global Note from which such interest is being transferred.




          (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set
forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.




          (iv) In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4
prior to the consummation of the Registered Exchange Offer or the effectiveness of the Shelf
Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the Initial Notes intended to
ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption
from registration under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Company.




          (d) Restrictions on Transfer of Regulation S Global Note.




          (i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global
Note may only be held through Euroclear or Clearstream. During the Restricted Period, beneficial
ownership interests in the Regulation S Global Note may only be sold, pledged or transferred
through Euroclear or Clearstream in accordance with the Applicable Procedures and only (A) to the
Company, (B) so long as such security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own account or for the
account of a QIB to whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, (C) in an offshore transaction in accordance with Regulation S, (D) pursuant
to an exemption from registration under the Securities Act provided by Rule 144 (if applicable)
under the Securities Act, (E) to an IAI purchasing for its own account, or for the account of such
an IAI, in a minimum principal amount of Securities of $500,000 or (F) pursuant to an effective
registration statement under the Securities Act, in each case, in accordance with any applicable
securities laws of any state of the United States. Prior to the expiration of the Restricted
Period, transfers by an owner of a beneficial interest in the Regulation S Global Note to a
transferee who takes delivery of such interest through the Rule 144A Global Note or the IAI Global
Note shall be made only in accordance with Applicable Procedures and upon receipt by the Trustee of
a written certification from the transferor of the beneficial interest in the form provided on the
reverse of the Initial Note to the effect that such transfer is being made to (i) a person whom the
transferor reasonably believes is a QIB within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A or (ii) an IAI purchasing for its own account, or for the account of
such an IAI, in a minimum principal amount of the Notes of $500,000. Such written certification
shall no longer be required after the expiration of the Restricted Period. In the case of a
transfer of a beneficial interest in the Regulation S Global Note for an interest in the IAI Global
Note, the transferee must furnish a signed letter substantially in the form of Exhibit E to
the Trustee.




-4-









 












          (ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the
Regulation S Global Note shall be transferable in accordance with applicable law and the other
terms of this Indenture.




          (e) Legend.




          (i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or
in substitution thereof) shall bear a legend in substantially the following form (each defined term
in the legend being defined as such for purposes of the legend only):




THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY
EVIDENCED HEREBY.



          (ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the
Registrar shall permit the Holder hereto to exchange such Transfer Restricted Note for a Definitive
Note that does not bear the legends set forth above and rescind any restriction on the transfer of
such






-5-









 







Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for
such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Initial Note).




          (iii) After a transfer of any Initial Notes or Additional Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Additional
Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such
Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial
Notes or Additional Notes be issued in global form shall continue to apply.




          (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes
(or Additional Notes) pursuant to which Holders of such Notes are offered Exchange Notes in
exchange for their Notes, all requirements pertaining to such Initial Notes (or Additional Notes)
that such Notes be issued in global form shall continue to apply, and Exchange Notes in global form
without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes
(or such Additional Notes) in such Registered Exchange Offer.




          (v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note
(or Additional Note) acquired pursuant to Regulation S, all requirements that such Initial Note (or
such Additional Note) bear the Restricted Notes Legend shall cease to apply and the requirements
requiring any such Initial Note (or such Additional Note) be issued in global form shall continue
to apply.




          (f) Cancellation or Adjustment of Global Note. At such time as all beneficial
interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed,
repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange
for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of
Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to
such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.




          (g) Obligations with Respect to Transfers and Exchanges of Notes.




          (i) the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Registrar’s request.




          (ii) No service charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections
3.06, 4.06, 4.08 and 9.05 of this Indenture).




          (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the
Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of
and interest on such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected
by notice to the contrary.




-6-









 








          (iv) The Company shall not be required to make and the Registrar need not register transfers
or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part,
the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of
Notes to be redeemed.




          (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the
Note surrendered upon such transfer or exchange.




          (h) No Obligation of the Trustee.




          (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depositary or any other Person with respect to the
accuracy of the records of the Depositary or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption or repurchase) or the payment of any amount, under or with
respect to such Notes. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Notes shall be given or made only to the registered Holders (which
shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the Depositary subject to the applicable
rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depositary with respect to its members, participants and
any beneficial owners.




          (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary participants, members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by, the terms of this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.




          2.4 Definitive Notes.




          (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian
pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of
Definitive Notes in an aggregate principal amount equal to the principal amount of such Global
Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such
Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the
Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such
notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the issuance of
certificated Notes under this Indenture.




          (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this
Section 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole
or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to
this Section 2.4 shall be






-7-









 







executed, authenticated and delivered only in denominations of $2,000 of principal amount and
any integral multiple thereof and registered in such names as the Depositary shall direct. Any
certificated Initial Note or Additional Note not originally issued and sold pursuant to an
effective registration statement under the Securities Act in the form of a Definitive Note
delivered in exchange for an interest in the Global Note shall, except as otherwise provided by
Section 2.3(e), bear the Restricted Notes Legend.




          (c) Subject to the provisions of Section 2.4(b), the registered Holder of a Global Note may
grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.




          (d) In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii)
or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive
Notes in fully registered form without interest coupons.









-8-









 








EXHIBIT A




[FORM OF FACE OF INITIAL NOTE]




[Global Notes Legend]



          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




[Restricted Notes Legend]




     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE
COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDIC-



 









 




TION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE
OF THE SECURITY EVIDENCED HEREBY.




[Legend for Restricted Definitive Notes]



“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”







-2-









 








					
	No. N-
	 	 	 	$






10.5% Senior Secured Second Lien Note due 2015




CUSIP No. 1




          Gray Television, Inc., a Georgia corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Note attached
hereto on June 29, 2015.




          Interest Payment Dates: May 1 and November 1.




          Record Dates: April 15 and October 15.




          Additional provisions of this Note are set forth on the other side of this Note.




          IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	GRAY TELEVISION, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	144A: 389375 AD8;

Reg. S: U42511 AB8




-3-









 










TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the 10.5% Senior Secured Second Lien Notes due 2015 referred to in the
Indenture.



Dated:




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



-4-









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF INITIAL NOTE]




10.5% Senior Secured Second Lien Notes due 2015



          1. Interest




          (a) Gray Television, Inc., a Georgia corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per annum shown above.
The Company shall pay interest semiannually on May 1 and November 1 of each year (or if any such
day is not a Business Day on the next succeeding Business Day) commencing on November 1, 2010.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if
no interest has been paid or duly provided for, from April 29, 2010, until the principal hereof is
due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The
Company shall pay cash interest on overdue principal at the rate borne by the Notes plus 1% per
annum, and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.




          (b) Liquidated Damages Under Registration Rights Agreement. The holder of the Notes
issued on the Issue Date is entitled to the benefits of a Registration Rights Agreement, dated as
of April 29, 2010, among the Company, the Subsidiary Guarantors named therein and the Initial
Purchasers named therein, and Holders of Additional Notes, if any, may be entitled to rights under
a Registration Rights Agreement, if any (the “Registration Rights Agreement”).2




          2. Method of Payment




          The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the April 15 and October 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, liquidated damages and interest in money of
the United States of America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Notes represented by a Global Note (including principal,
premium, liquidated damages and interest) shall be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company. The Company will make all
payments in respect of a certificated Note (including principal, premium and interest), by mailing
a check to the registered address of each Holder thereof; provided, however, that payments on the
Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount
of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion).






 




			
	2	 	To be included only on the Notes and any
Additional Notes that bear the Restricted Notes Legend.




-5-









 










          3. Paying Agent and Registrar




          The Company initially appoints U.S. BANK NATIONAL ASSOCIATION, a national association under
the laws of the United States (the “Trustee”), as Registrar, Paying Agent and agent for
service of notices and demands in connection with the Notes. If the Company fails to appoint or
maintain a Registrar and/or Paying Agent, the Trustee shall act as such.




          4. Indenture




          The Company issued the Notes under an Indenture, dated as of April 29, 2010, (the
“Indenture”), among the Company, the subsidiaries of the Company, as guarantors (the
“Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).
Capitalized terms used herein and not defined herein have the meanings assigned thereto in the
Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent
any provision of this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling.




          The Notes are senior secured second lien obligations of the Company. This Note is one of the
Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial
Notes, Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional
Notes. The Initial Notes, Additional Notes, Exchange Notes are treated as a single class of notes
under the Indenture. The Indenture imposes certain limitations on the ability of the Company and
its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted
Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by Subsidiaries, enter into or
permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes
limitations on the ability of the Company to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all of the property of the Company.




          To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Company under the Indenture and the Notes when and as the same shall
be due and payable, whether, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, the Subsidiary Guarantors jointly and severally, unconditionally guarantee the
Obligations of the Company under the Indenture and the Notes on a senior secured second lien basis
pursuant to the terms of the Indenture.




          5. Optional Redemption




          Except as described below in this Section 5, the Notes are not redeemable at the Company’s
option prior to November 1, 2012. On and after such date, the Notes will be subject to redemption
at the option of the Company, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below, plus accrued and unpaid interest
to the date fixed for redemption, if redeemed during the period beginning the date indicated below.




	 	 	 	 	 
	Year	 	Percentage
	November 1, 2012
	 	 	107.875	%
	May 1, 2013
	 	 	105.250	%
	May 1, 2014 and thereafter
	 	 	100.000	%






-6-









 






          Notwithstanding the foregoing, at any time prior to November 1, 2012, the Company may, at its
option, use the net proceeds of one or more Public Equity Offerings to redeem up to 35% of the
aggregate principal amount of the Notes originally issued at a redemption price equal to 110.5% of
the principal amount thereof, together with accrued and unpaid interest to the date fixed for
redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes
remains outstanding immediately after any such redemption.




          At any time prior to November 1, 2012, the Notes may be redeemed as a whole but not in part at
the option of the Company, upon not less than 30 or more than 60 days’ prior notice mailed by
first-class mail to each holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if
any, to, the redemption date, subject to the right of holders on the relevant record date to
receive interest due on the relevant interest payment date.




          “Make Whole Premium” means with respect to a Note at any redemption date, the greater
of (i) 1.0% of the principal amount of such Note or (ii) the excess of (A) the present value of (1)
the redemption price of such Note at November 1, 2012 (such redemption price being set forth in the
table above) plus (2) all required interest payments due on such Note through November 1, 2012,
computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then
outstanding principal amount of such Note.




          “Treasury Rate” means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published in the most recent
Federal Reserve Statistical Release H. 15(519) which has become publicly available at least two
Business Days prior to the redemption date or, if such Statistical Release is no longer published,
any publicly available source or similar market data) most nearly equal to the period from the
redemption date to November 1, 2012; provided, however, that if the period from the redemption date
to November 1, 2012 is not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from the redemption
date to November 1, 2012 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used.




          6. Sinking Fund




          The Notes are not subject to any sinking fund.




          7. Notice of Redemption




          Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60
days before the redemption date to each Holder of Notes that are to be redeemed at his or her
registered address. Notes in denominations larger than $1,000 of principal amount may be redeemed
in part but only in whole multiples of $1,000 of principal amount. If money sufficient to pay the
redemption price of and accrued and unpaid interest and liquidated damages, if any, on all Notes
(or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on
or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.







-7-









 








          8. Repurchase of Notes at the Option of Holders upon Change of Control




          Upon a Change of Control, each Holder will have the right, subject to certain conditions
specified in the Indenture, to require the Company to repurchase all or any part of such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount on the Change of Control
Purchase Date, plus accrued and unpaid interest, if any, to the Change of Control Purchase Date
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.




          9. Denominations; Transfer; Exchange




          The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15
days prior to a selection of Notes to be redeemed.




          10. Persons Deemed Owners




          The registered Holder of this Note may be treated as the owner of it for all purposes.




          11. Unclaimed Money




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.




          12. Discharge and Defeasance




          Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or
maturity, as the case may be.




          13. Amendment, Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended or supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes (including consents obtained in connection with
a tender offer or exchange offer for the Notes) and (ii) any existing Default or Event of Default
or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of
Holders of at least a majority in principal amount of the outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes (i) cure any ambiguity,
defect or inconsistency; (ii) provide for uncertificated Notes






-8-









 







in addition to or in place of certificated Notes; (iii) provide for the assumption of the
Company’s obligations to the Holders in the event of any Disposition involving the Company that is
permitted under Article V of the Indenture in which the Company is not the Surviving
Person; (iv) make any change that would provide any additional rights or benefits to Holders or
does not adversely affect the legal rights of any Holder; (v) comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture under the TIA; (vi)
add additional Subsidiary Guarantors pursuant to Section 4.17 of the Indenture (which amendment
does not require existing Subsidiary Guarantors to execute such amendment); (vii) provide for the
issuance of Exchange Notes, subject to the provisions of the Indenture; (viii) provide for the
issuance of Additional Notes as permitted by Section 2.16 of the Indenture; (ix) secure additional
Permitted Additional Pari Passu Secured Obligations pursuant to the Indenture by Liens ranking pari
passu with the Liens securing the Notes and the Subsidiary Guarantees; (x) to amend any Security
Document to eliminate any assets purported to be secured thereby which are not actually owned by
the Company or the Subsidiary Guarantors and were not owned by the Company or the Guarantors at the
time such Security Document was entered into; (xi) to release a Guarantor from its Guarantee when
permitted by this Indenture or the Intercreditor Agreement; or (xii) conform this Indenture, the
Security Documents or the Notes to provisions of the “Description of Notes” in the Offering
Memorandum to the extent such provision was intended to be a verbatim recitation thereof.




          14. Defaults and Remedies




          If any Event of Default (other than an Event of Default specified under Section 6.01(a)(viii)
or (ix) of the Indenture with respect to the Company or any Subsidiary Guarantor) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Notes may, and the Trustee at the request of such Holders shall, declare all the Notes to be due
and payable immediately. In the case of any Event of Default arising from the events specified in
Section 6.01(a)(viii) or (ix) of the Indenture with respect to the Company or any Subsidiary
Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all
outstanding Notes shall ipso facto become immediately due and payable without further action or
Notice. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.




          If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any Holders unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to it against any
loss, liability or expense. Except to enforce the right to receive payment of principal, premium
(if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (1) the Holder gives to the Trustee notice of a continuing Event of Default; (2) the
Holders of at least 25% in principal amount of the then outstanding Notes make a request to the
Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of indemnity; and (5)
during such 60-day period the Holders of a majority in aggregate principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request. Subject to
certain restrictions, the Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it by the Indenture.
However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability.







-9-









 








          15. Trustee Dealings with the Company




          Subject to certain limitations imposed by the TIA, the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or any
of its Affiliates with the same rights it would have if it were not Trustee. However, if the
Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue as Trustee, or resign.




          16. No Recourse Against Others




          No director, officer, employee, incorporator or stockholder, of the Company or any Subsidiary
Guarantor shall have any liability for any obligation of the Company or any Subsidiary Guarantor
under the Indenture, the Notes or the Subsidiary Guarantees. Each Holder, by accepting a Note
(including Subsidiary Guarantees), waives and releases such Persons from all such liability and
such waiver and release are part of the consideration for the issuance of the Notes.




          17. Authentication




          This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.




          18. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




          19. GOVERNING LAW




          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




          20. CUSIP Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




          21. Holders’ Compliance with Registration Rights Agreement




          Each Holder, by acceptance hereof, acknowledges and agrees to the provisions of any applicable
Registration Rights Agreement, including, without limitation, the obligations of the Holders with
respect to a registration and the indemnification of the Company to the extent provided therein.







-10-









 








          The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture which has in it the text of this Note.





-11-











 





ASSIGNMENT FORM




          To assign this Note, fill in the form below:



I or we assign and transfer this Note to




 

(Print or type assignee’s name, address and zip code)




 

(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                     
                    
agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.




	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






 

Sign exactly as your name appears on the other side of this Note.






-12-









 









CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES



This certificate relates to $     
               
 principal amount of Notes held in
(check applicable space)                
     book-entry or         
            
definitive form by the undersigned.



The undersigned (check one box below):




	 	 	 

	o

	 	has requested the Trustee by written order to deliver
in exchange for its beneficial interest in the Global
Note held by the Depositary a Note or Notes in
definitive, registered form of authorized
denominations and an aggregate principal amount equal
to its beneficial interest in such Global Note (or the
portion thereof indicated above);
	 
	 	 
	o

	 	has requested the Trustee by written order to exchange
or register the transfer of a Note or Notes.





In connection with any transfer of any of the Notes evidenced by this certificate occurring prior
to the expiration of the period referred to in Rule 144(d) under the Securities Act, the
undersigned confirms that such Notes are being transferred in accordance with its terms:



CHECK ONE BOX BELOW




	 	 	 	 	 

	(1)

	 	o
	 	to the Company; or
	 
	 	 	 	 
	(2)

	 	o
	 	pursuant to an effective registration statement under the Securities Act of 1933; or
	 
	 	 	 	 
	(3)

	 	o
	 	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the
Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the
Securities Act of 1933; or
	 
	 	 	 	 
	(4)

	 	o
	 	outside the United States in an offshore transaction within the meaning of Regulation S under the
Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
	 
	 	 	 	 
	(5)

	 	o
	 	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain
representations and agreements; or
	 
	 	 	 	 
	(6)

	 	o
	 	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of
1933.





Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced
by this certificate in the name of any Person other than the registered holder thereof; provided,
however, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any
such transfer of the Notes, such legal opinions, certifications and other information as the
Company has reasonably requested to con-







-13-









 








firm that such transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.




	 	 	 

	 

	 	 
	 

	 	Your Signature






	 	 	 

	Signature Guarantee:
	 	 
	 

	 	 





	 	 	 	 	 
	 	 	 
	Date:               	  	 	 
	 	 	Signature must be guaranteed:
Signature of Signature Guarantee by a participant in a recognized signature
guaranty medallion program or other signature
guarantor acceptable to the Trustee 	 
	 



TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.




          The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 
	 	 	 
	Date:            	  	


 	 
	 	 	NOTICE:  To be executed by an executive officer 	 



-14-









 








[TO BE ATTACHED TO GLOBAL NOTES]




SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




     The initial principal amount of this Global Note is $
                    
. The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	Signature of
	 	 	 	 	Amount of	 	Amount of	 	this Global Note	 	authorized
	 	 	 	 	decrease in	 	increase in	 	following such	 	signatory of
	 	 	 	 	Principal Amount	 	Principal Amount	 	decrease or	 	Trustee or Notes
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increase	 	Custodian





-15-









 






OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.13
(Change of Control), 4.14 (Limitation on Asset Sales) or Section 4.21 (Event of Loss) of the
Indenture, check the box:



     Change of Control o            Asset Sales o            Event of Loss o



     If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.13, 4.14 or 4.21 of the Indenture, state the principal
amount: $                     




	 	 	 	 	 	 	 

	Date:        
             

	 	 	 	Your Signature:
	 	            
                  
                  
                   
                   

(Sign exactly as your name appears on
the other side of the Note)






	 	 	 

	Signature Guarantee:

	 	             
                   
                   
                   
                   
                   
                   
             


Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee






-16-









 






EXHIBIT B




[FORM OF FACE OF EXCHANGE NOTE]




			
	No. N-
	 	$






10.5% Senior Secured Second Lien Note due 2015




CUSIP No.




          Gray Television,
Inc., a Georgia corporation, promises to pay to Cede & Co., or registered
assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Note attached
hereto on June 29, 2015.




          Interest Payment
 Dates: May 1 and November 1.




          Record Dates:
April 15 and October 15.




          Additional
provisions of this Note are set forth on the other side of this Note.




          IN WITNESS WHEREOF,
 the parties have caused this instrument to be duly executed.



Dated:




	 	 	 	 	 
	 	GRAY TELEVISION, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the 10.5% Senior Secured Second Lien Notes due 2015 referred to in the
Indenture.



Dated:




	 	 	 	 	 
	 	U.S.BANK NATIONAL ASSOCIATION,

     as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 




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[FORM OF REVERSE SIDE OF EXCHANGE NOTE]

10.5% Senior Secured Second Lien Note Due 2015




          1. Interest




          Gray Television, Inc., a Georgia corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called the “Company”), promises
to pay interest on the principal amount of this Note at the rate per annum shown above. The
Company shall pay interest semiannually on May 1 and November 1 of each year (or if such day is not
a Business Day on the next succeeding Business Day). Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid or duly provided
for, from April 29, 2010 until the principal hereof is due. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Company shall pay cash interest on overdue
principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.




          2. Method of Payment




          The Company shall pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders at the close of business on the April 15 and October 15 next preceding the
interest payment date even if Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company shall pay principal, premium and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Notes represented by a Global Note (including principal, premium and
interest) shall be made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company. The Company will make all payments in respect of a certificated
Note (including principal, premium and interest), by mailing a check to the registered address of
each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of
a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).




          3. Paying Agent and Registrar




          The Company initially appoints U.S. Bank National Association, a national association under
the laws of the United States (the “Trustee”), as Registrar, Paying Agent and agent for
service of notices and demands in connection with the Notes. If the Company fails to appoint or
maintain a Registrar and/or Paying Agent, the Trustee shall act as such.




          4. Indenture




          The Company issued the Notes under an Indenture dated as of April 29, 2010 (the
“Indenture”), among the Company, the subsidiaries of the Company, as guarantors (the
“Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).
Capitalized terms used herein and not defined herein have the






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meanings assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the TIA for a statement of such terms and provi
sions. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.




          The Notes are senior secured second lien obligations of the Company. This Note is one of the
Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial
Notes, Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional
Notes. The Initial Notes, Additional Notes, Exchange Notes are treated as a single class of notes
under the Indenture. The Indenture imposes certain limitations on the ability of the Company and
its Subsidiaries to, among other things, make certain Investments and other Restricted Payments,
pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon
the payment of certain dividends and distributions by Subsidiaries, enter into or permit certain
transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the
ability of the Company to consolidate or merge with or into any other Person or convey, transfer or
lease all or substantially all of the property of the Company.




          To guarantee the due and punctual payment of the principal and interest on the Notes and all
other amounts payable by the Company under the Indenture and the Notes when and as the same shall
be due and payable, whether, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, the Subsidiary Guarantors jointly and severally, unconditionally guarantee the
Obligations of the Company under the Indenture and the Notes on a senior secured second lien basis
pursuant to the terms of the Indenture.




          5. Optional Redemption




          Except as described below in this Section 5, the Notes are not redeemable at the Company’s
option prior to November 1, 2012. On and after such date, the Notes will be subject to redemption
at the option of the Company, in whole or in part, at the redemption prices (expressed as
percentages of the principal amount of the Notes) set forth below, plus accrued and unpaid interest
to the date fixed for redemption, if redeemed during the period beginning on the date indicated
below.




	 	 	 	 	 
	Year	 	Percentage	 
	November 1, 2012
	 	 	107.875	%
	May 1, 2013
	 	 	105.250	%
	May 1, 2014 and thereafter
	 	 	100.000	%






          Notwithstanding the foregoing, at any time prior to November 1, 2012, the Company may, at its
option, use the net proceeds of one or more Public Equity Offerings to redeem up to 35% of the
aggregate principal amount of the Notes originally issued at a redemption price equal to 110.5% of
the principal amount thereof, together with accrued and unpaid interest to the date fixed for
redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes
remains outstanding immediately after any such redemption.




          At any time prior to November 1, 2012, the Notes may be redeemed as a whole but not in part at
the option of the Company, upon not less than 30 or more than 60 days’ prior notice mailed by
first-class mail to each holder’s registered address, at a redemption price equal to 100% of the
principal amount thereof plus the Make Whole Premium as of, and accrued but unpaid interest, if
any, to, the redemption date, subject to the right of holders on the relevant record date to
receive interest due on the relevant interest payment date.







-4-









 








          “Make Whole Premium” means with respect to a Note at any redemption date, the greater of (i)
1.0% of the principal amount of such Note or (ii) the excess of (A) the present value of (1) the
redemption price of such Note at November 1, 2012 (such redemption price being set forth in the
table above) plus (2) all required interest payments due on such Note through November 1, 2012,
computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the
then-outstanding principal amount of such Note.




          “Treasury Rate” means the yield to maturity at the time of computation of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H. 15(519) which has become publicly available at least two Business
Days prior to the redemption date or, if such Statistical Release is no longer published, any
publicly available source or similar market data) most nearly equal to the period from the
redemption date to November 1, 2012; provided, however, that if the period from the redemption date
to November 1, 2012 is not equal to the constant maturity of a United States Treasury security for
which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from the redemption
date to November 1, 2102 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used.




          6. Sinking Fund




          The Notes are not subject to any sinking fund.




          7. Notice of Redemption




          Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60
days before the redemption date to each Holder of Notes that are to be redeemed at his or her
registered address. Notes in denominations larger than $1,000 of principal amount may be redeemed
in part but only in whole multiples of $1,000 of principal amount. If money sufficient to pay the
redemption price of and accrued and unpaid interest and liquidated damages, if any, on all Notes
(or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on
or before the redemption date and certain other conditions are satisfied, on and after such date
interest ceases to accrue on such Notes (or such portions thereof) called for redemption.




          8. Repurchase of Notes at the Option of Holders upon Change of Control




          Upon a Change of Control, each Holder of Notes will have the right, subject to certain
conditions specified in the Indenture, to require the Company to repurchase all or any part of such
holder’s Notes at a purchase price in cash equal to 101% of the principal amount on the Change of
Control Purchase Date, plus accrued and unpaid interest, if any, to the Change of Control Purchase
Date (subject to the right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.




          9. Denominations; Transfer; Exchange




          The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with
the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder,
among






-5-









 







other things, to furnish appropriate endorsements or transfer documents and to pay any taxes
required by law or permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15
days prior to a selection of Notes to be redeemed.




          10. Persons Deemed Owners




          The registered Holder of this Note may be treated as the owner of it for all purposes.




          11. Unclaimed Money




          If money for the payment of principal or interest remains unclaimed for two years, the Trustee
or Paying Agent shall pay the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.




          12. Discharge and Defeasance




          Subject to certain conditions, the Company at any time may terminate some of or all its
obligations under the Notes and the Indenture if the Company deposits with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or
maturity, as the case may be.




          13. Amendment, Waiver




          Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended or supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Notes (including consents obtained in connection with
a tender offer or exchange offer for the Notes) and (ii) any existing Default or Event of Default
or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of
Holders of at least a majority in principal amount of the outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes). Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes to: (i) cure any
ambiguity, defect or inconsistency; (ii) provide for uncertificated Notes in addition to or in
place of certificated Notes; (iii) provide for the assumption of the Company’s obligations to the
Holders in the event of any Disposition involving the Company that is permitted under Article
V of the Indenture in which the Company is not the Surviving Person; (iv) make any change that
would provide any additional rights or benefits to Holders or does not adversely affect the
interests of any Holder; (v) comply with the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA; (vi) add additional Subsidiary
Guarantors pursuant to Section 4.17 of the Indenture (which amendment does not require existing
Subsidiary Guarantors to execute such amendment); (vii) provide for the issuance of Exchange Notes,
subject to the provisions of the Indenture; or (viii) provide for the issuance of Additional Notes
as permitted by Section 2.16 of the Indenture.




          14. Defaults and Remedies




          If any Event of Default (other than an Event of Default specified under Section 6.01(a)(viii)
or (ix) of the Indenture with respect to the Company or any Subsidiary Guarantor) occurs and






-6-









 







is continuing, the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may, and the Trustee at the request of such Holders shall, declare all the Notes
to be due and payable immediately. In the case of any Event of Default arising from the events
specified in Section 6.01(a)(ix) or (x) of the Indenture with respect to the Company or any
Subsidiary Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on
all outstanding Notes shall ipso facto become immediately due and payable without further action or
Notice. Under certain circumstances, the Holders of a majority in principal amount of the
outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.




          If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any Holders unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to it against any
loss, liability or expense. Except to enforce the right to receive payment of principal, premium
(if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the
Notes unless (1) the Holder gives to the Trustee notice of a continuing Event of Default; (2) the
Holders of at least 25% in principal amount of the then outstanding Notes make a request to the
Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of indemnity; and (5)
during such 60-day period the Holders of a majority in aggregate principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request. Subject to
certain restrictions, the Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it by the Indenture.
However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability.




          15. Trustee Dealings with the Company




          Subject to certain limitations imposed by the TIA, the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or any
of its Affiliates with the same rights it would have if it were not Trustee. However, if the
Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue as Trustee, or resign.




          16. No Recourse Against Others




          No director, officer, employee, incorporator or stockholder, of the Company or any Subsidiary
Guarantor shall have any liability for any obligation of the Company or any Subsidiary Guarantor
under the Indenture, the Notes or the Subsidiary Guarantees. Each Holder, by accepting a Note
(including Subsidiary Guarantees), waives and releases such Persons from all such liability and
such waiver and release are part of the consideration for the issuance of the Notes.




          17. Authentication




          This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.







-7-









 








          18. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST(=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




          19. GOVERNING LAW




          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




          20. CUSIP Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.




          The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture which has in it the text of this Note.







-8-









 








ASSIGNMENT FORM




          To assign this Note, fill in the form below:



I or we assign and transfer this Note to




      


 

(Print or type assignee’s name, address and zip code)




      


 

(Insert assignee’s soc. sec. or tax I.D. No.)



and irrevocably appoint                                          agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.




	 	 	 	 	 	 	 

	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 





      



Sign exactly as your name appears on the other side of this Note. Signature must be guaranteed by
a participant in a recognized signature guaranty medallion program or other signature guarantor
acceptable to the Trustee.







-9-









 








OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Note purchased by the Company pursuant to Section 4.13
(Change of Control), 4.14 (Limitation on Asset Sales) or 4.21 (Event of Loss) of the Indenture,
check the box:




Change of Control o            Asset Sales o            Event of Loss o




          If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.13, 4.14 or 4.21 of the Indenture, state the principal amount: $                    




	 	 	 	 	 	 	 

	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 	(Sign exactly as your name appears on the other side of this Note)






	 	 	 

	Signature guarantee:
	 	 
	 

	 	 
	 

	 	Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee






-10-









 






EXHIBIT C




FORM OF NOTATION ON NOTE

RELATING TO SUBSIDIARY GUARANTEE




          Each Subsidiary Guarantor, jointly and severally, unconditionally guarantees, to the extent
set forth in the Indenture and subject to the provisions of the Indenture that: (i) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, to the extent lawful, and all other Obligations of the Company to
the Holders or the Trustee under the Indenture and the Notes will be promptly paid in full, all in
accordance with the terms of the Indenture and the Notes; and (ii) in case of any extension of time
of payment or renewal of any Notes or any of such other Obligations, that the Notes will be
promptly paid in full when due in accordance with the terms of such extension or renewal, whether
at Stated Maturity, by acceleration or otherwise.




          The obligations of each Subsidiary Guarantor to the Holders of Notes and the Trustee pursuant
to this guarantee and the Indenture are set forth in Article XI of the Indenture, to which
reference is hereby made.







 









 








	 	 	 	 	 
	 	THE SUBSIDIARY GUARANTORS:




GRAY TELEVISION GROUP, INC.

GRAY TELEVISION LICENSEE, LLC

WVLT-TV, INC.




For each of the above:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT D




FORM OF SUPPLEMENTAL INDENTURE






     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
                    , among [GUARANTOR] (the “New Guarantor”), a subsidiary of
Gray Television, Inc. (or its successor), a Georgia corporation (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”).



WITNESSETH:




          WHEREAS, the Company and the subsidiaries of the Company existing as such on April 29, 2010
have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated
as of April 29, 2010, providing for the issuance of an aggregate principal amount of $365,000,000
of 10.5% Senior Secured Second Lien Notes due 2015 (the “Notes”);




          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 Company’s
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 Company’s 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.



     2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby.



     3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF



 









 




LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.




     4. Trustee’s Assumption; Trustee Makes No Representation. The Trustee assumes no
duties, responsibilities or liabilities under this Supplemental Indenture other than as set forth
in the Indenture. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.



     5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     6. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.



          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.




	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GRAY TELEVISION, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-2-









 






	 	 	 	 	 



EXHIBIT E




FORM OF TRANSFEEREE LETTER OF REPRESENTATION




Gray Television, Inc.




In care of

U.S. Bank National Association

Two Midtown Plaza

1349 W. Peachtree Street, Suite 1050

Attention: Corporate Trust and Agency Services




Ladies and Gentlemen:




          This
certificate is delivered to request a transfer of $___ principal amount of the 10.5%
Senior Secured Second Lien Notes due 2015 (the “Notes”) of Gray Television, Inc.
(“Gray”).




          Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:




	 	 	 	 	 	 	 	 	 

	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	Address: 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Taxpayer ID Number:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	The undersigned represents and warrants to you that:	 	 






          1 We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our
own account or for the account of such an institutional “accredited investor” at least $500,000
principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase securities similar to
the Notes in the normal course of our business. We, and any accounts for which we are acting, are
each able to bear the economic risk of our or its investment.




          2 We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree on our own
behalf and on behalf of any investor account for which we are purchasing the Notes to offer, sell
or otherwise transfer such Notes prior to the date that is one year after the later of the date of
original issue and the last date on which Gray or any affiliate of Gray was the owner of such Notes
(or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to Gray,
(b) pursuant to a registration statement that has been declared effective under the Securities Act,
(c) in a transaction complying with the requirements of Rule 144A under the Securities Act
(“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and
to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) in an
offshore transaction within the meaning of, and in compliance with, Regulation S under the Se-






 









 







curities Act, (e) to an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for
the account of such an institutional “accredited investor,” in each case in a minimum principal
amount of Notes of $500,000, or (f) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject in each of the foregoing cases to any requirement of
law that the disposition of our property or the property of such investor account or accounts be at
all times within our or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to Gray and the Trustee, which
shall provide, among other things, that the transferee is an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is
acquiring such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that Gray and the Trustee reserve the right prior to
the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes
pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel,
certifications or other information satisfactory to Gray and the Trustee.




	 	 	 	 	 
	 	TRANSFEREE:

 	 
	 	By:  	 	 




-2-