exv10w1






Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT (this “Amendment”) to the Credit Agreement referred to below,
dated as of June 30, 2011, by and among GRAY TELEVISION, INC., a Georgia corporation
(“Borrower”), certain subsidiaries of the Borrower, the Lenders party hereto (collectively,
the “Consenting Lenders”) pursuant to an authorization (in the form attached hereto as
Exhibit A, each a “Lender Authorization”) and WELLS FARGO BANK, N.A.,
successor-by-merger to Wachovia Bank, National Association, as administrative agent (in such
capacity, the “Administrative Agent”).



Statement of Purpose




     WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to
that certain Credit Agreement dated as of March 19, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), pursuant to which the
Lenders have extended certain credit facilities to the Borrower; and



     WHEREAS, the Borrower has requested, and the Lenders and the Administrative Agent have agreed,
subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically
set forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:



     Section 1. Capitalized Terms. All capitalized undefined terms used in this Amendment
(including, without limitation, in the introductory paragraph and the Statement of Purpose hereto)
shall have the meanings assigned thereto in the Credit Agreement.



     Section 2. Amendments to Credit Agreement. Subject to and in accordance with the
terms and conditions set forth herein, the Administrative Agent and the Lenders hereby agree to
amend the Credit Agreement as follows:



     (a) The Credit Agreement is hereby amended by adding the following new defined terms to
Section 1.1 thereof in appropriate alphabetic order:




     “Disqualified Stock” shall mean 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, in each
case, at the option of the holder of the Capital Stock), or upon the happening of any event,
matures or is mandatorily redeemable (other than solely for Capital Stock which is not
Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 180 days after the Maturity Date (in each case, other than solely as a result of a
change of control or sale of substantially all assets, so long as any rights of the holders
thereof upon the occurrence of a change of control or sale of substantially all assets shall
be subject to the occurrence of the Maturity Date).



 









 






     “Third Amendment” shall mean that certain Third Amendment, dated as of
June 30, 2011.




     “Third Amendment Effective Date” shall mean June 30, 2011.



     (b) The definition of “Escrow Amount” in Section 1.1 of the Credit Agreement is hereby amended
by deleting such definition in its entirety and substituting in lieu thereof the following:




“Escrow Amount” shall mean the sum of (i) the stated liquidation value of the Series
D Preferred Stock outstanding on the Third Amendment Effective Date, (ii) accrued and unpaid
dividends on the Series D Preferred Stock through the date of the Series D Preferred Stock
Redemption and (iii) any specified premium required to be paid to effect the Series D
Preferred Stock Redemption”.



     (c) The definition of “Fixed Charges” in Section 1.1 of the Credit Agreement is hereby amended
by adding at the end of clause (e) therein the following: “, provided, however, that the amount of
Restricted Payments made in cash in an amount not to exceed $5,000,000 pursuant to Section 7.7(h)
to consummate the Series D Preferred Stock Redemption shall not be included in the calculation of
Fixed Charges”.



     (d) The definition of “Operating Cash Flow” in Section 1.1 of the Credit Agreement is hereby
amended by deleting “Specified Transaction Fees and Expenses” and substituting in lieu thereof
“Specified Transaction Costs and Expenses”.



     (e) The definition of “Prepayment Trigger Date” in Section 1.1 of the Credit Agreement is
hereby amended by adding “, which date occurred on April 29, 2010” immediately following “New
Securities Proceeds”.



     (f) The definition of “Series D Preferred Stock Redemption” in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting each reference therein to “the Second Amendment
Effective Date” and substituting in lieu thereof a reference to “the Third Amendment Effective
Date” and (ii) adding “and any specified premium” immediately following “unpaid dividends”.



     (g) The definition of “Specified Transaction Costs and Expenses” in Section 1.1 of the Credit
Agreement is hereby amended by adding “, the Third Amendment” immediately following “the Second
Amendment”.



     (h) Section 2.6(b)(v)(A) of the Credit Agreement is hereby amended by adding at the end of
such Section immediately before “; and” the following: “so long as, concurrently with the
consummation of the Series D Preferred Stock Redemption, the Borrower prepays the Term Loan B on a
dollar-for-dollar basis”.



 









 





     (i) Section 2.6(b)(v)(B) of the Credit Agreement is hereby amended by adding at the end of
clause (y) of such Section immediately before the period therein the following: “so long as such
Net Proceeds (Equity) received were not in connection with the issuance of Disqualified Stock”.



     (j) Section 5.23 of the Credit Agreement is amended by deleting such Section in its entirety
and substituting in lieu thereof the following:



          “Section 5.23 Issuance of New Securities; Escrow.





     (a) On the date after the Third Amendment Effective Date on which the Borrower
has received proceeds from the issuance of New Securities, the Borrower may, at its
option, either (i) use the amount of such New Securities Proceeds to consummate the
Series D Preferred Stock Redemption to the extent otherwise permitted under
Section 7.7(j) hereof, or (ii) deliver the amount of such New Securities
Proceeds into escrow in accordance with the immediately following clause (b) in an
aggregate amount not to exceed the Escrow Amount. Any such proceeds which are not
used as contemplated in clause (i) or (ii) of the immediately preceding sentence
shall be used to prepay the Loans in accordance with Section 2.6(b)(v)
hereof.




     (b) If the Borrower elects to deliver such New Securities Proceeds into escrow
as contemplated under clause (a) above, then on the date on which the Borrower
receives such New Securities Proceeds, the Borrower shall deliver to the Escrow
Agent, in immediately available funds, to an account in the name of the Escrow Agent
and designated in the Escrow Agreement (the “Escrow Account”), an amount not
to exceed the Escrow Amount in accordance with the terms of this Agreement and the
Escrow Agreement. The Escrow Agreement shall provide that all funds held in the
Escrow Account shall be released no later than the 40th day after the date of
delivery into the Escrow Account, and on the day of such release (which shall be a
Business Day) shall be used by the Borrower, subject to the terms of this Agreement
(including, without limitation, Section 7.7(j) hereof) and the Escrow
Agreement, to either (x) consummate a Series D Preferred Stock Redemption or (y)
prepay the Loans in accordance with Section 2.6(b)(v).”.



     (k) Section 7.7(h) of the Credit Agreement is hereby amended by (i) adding immediately after
“less than or equal to 5.00 to 1.00” in clause (y) therein “but greater than 4.00 to 1.00”, (ii)
deleting the period at the end of such Section and substituting in lieu thereof “; and” and (iii)
adding at the end of such Section the following:




“(z) if the First Lien Leverage Test is less than or equal to 4.00 to 1.00, so long as the
amount of such Restricted Payment, together with the aggregate amount of any other
Restricted Payments made during such fiscal year does not to exceed $20,000,000.”



     (l) Section 7.7(k) of the Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:



 









 






“(k) so long as (i) no Default or Event of Default has occurred and is continuing or would
result after giving effect to such Restricted Payment and (ii) the Borrower has prepaid
$250,000,000 or more in principal amount of the Term Loan B with New Securities Proceeds,
the Borrower may exchange New Securities for Series D Preferred Stock at any time on or
after the Third Amendment Effective Date in an aggregate face amount of New Securities not
to exceed (x) the Escrow Amount minus (y) the amount of New Securities Proceeds used to
consummate a Series D Preferred Stock Redemption after the Third Amendment Effective Date
pursuant to the immediately preceding clause (j).”



     Section 3. Effectiveness. This Amendment shall become effective when, and only when:



     (a) the Administrative Agent shall have received counterparts of this Agreement
executed by the Borrower, each guarantor of the Obligations and the Administrative Agent;



     (b) the Administrative Agent shall have received executed Lender Authorizations from
the Required Lenders;



     (d) the Borrower shall have paid all fees and expenses required to be paid by it on
the Amendment Effective Date;



     (e) the Borrower shall have paid to the Administrative Agent (or its applicable
affiliates), for the account of each Consenting Lender (including the Administrative Agent
in its capacity as a Lender) that executes and delivers this Agreement or a Lender
Authorization to the Administrative Agent (or its counsel) on or prior to Noon (Charlotte
time) on Thursday, June 30, 2011, an amendment fee in an amount equal to 5.0 basis points
multiplied by the aggregate amount of such Lender’s Revolving Loan Commitment and
the aggregate outstanding principal amount of such Lender’s Term Loan B, in each case as of
the date of this Amendment; and



     (f) the Administrative Agent shall have received any other documents or instruments
reasonably requested by the Administrative Agent in connection with the execution of this
Amendment.



     The amendments and modifications to the Credit Agreement set forth in this Amendment shall be
effective on and after the effective date hereof and shall not have retroactive impact on events
occurring prior to the effective date hereof.



     Section 4. Limited Effect. Except as expressly provided herein, the Credit Agreement
and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment
shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any
other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any
right or rights which the Administrative Agent or the Lenders may now have or may have in the
future under or in connection with the Credit Agreement or the other Loan Documents or any of the
instruments or agreements referred to therein, as the same



 









 




may be amended, restated, supplemented or modified from time to time, (c) to be a commitment
or any other undertaking or expression of any willingness to engage in any further discussion with
the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment,
modification or any other change to the Credit Agreement or the Loan Documents or any rights or
remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with
respect to any such documents or (d) to be a waiver of, or consent to or a modification or
amendment of, any other term or condition of any other agreement by and among the Borrower or any
of its Subsidiaries, on the one hand, and the Administrative Agent or any other Lender, on the
other hand. References in the Credit Agreement to “this Agreement” (and indirect references such
as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan
Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as
modified hereby.




     Section 5. Representations and Warranties/No Default. By their execution hereof, the
Borrower and each of its Subsidiaries hereby certifies, represents and warrants to the
Administrative Agent and the Lenders that:



     (a) after giving effect to the amendments set forth in Section 2 above, each
of the representations and warranties set forth in the Credit Agreement and the other Loan
Documents is true, correct and complete in all material respects as of the date hereof,
except for any representation and warranty made as of an earlier date, which representation
and warranty shall remain true, correct and complete as of such earlier date;
provided, that any representation or warranty that is qualified by materiality or
by reference to Material Adverse Effect shall be true, correct and complete in all respects
as of the date hereof;



     (b) no Default or Event of Default has occurred or is continuing;



     (c) it has the right, power and authority and has taken all necessary corporate and
other action to authorize the execution, delivery and performance of this Amendment and
each of the other documents executed in connection herewith to which it is a party in
accordance with their respective terms and the transactions contemplated hereby; and



     (d) this Amendment and each other document executed in connection herewith has been
duly executed and delivered by the duly authorized officers of the Borrower and each of its
Subsidiaries, and each such document constitutes the legal, valid and binding obligation of
the Borrower and each of its Subsidiaries, enforceable in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or
federal debtor relief laws from time to time in effect which affect the enforcement of
creditors’ rights in general and the availability of equitable remedies.



     Section 6. Acknowledgement and Reaffirmation. Each of the Borrower and its
Subsidiaries (a) agrees that the transactions contemplated by this Amendment shall not limit
or diminish the obligations of such Person under, or release such Person from any obligations
under, the Credit Agreement, the Subsidiary Guaranty Agreement, the Collateral Agreement and



 









 




each other Security Document to which it is a party, (b) confirms and reaffirms its
obligations under the Credit Agreement, the Subsidiary Guaranty Agreement, the Collateral Agreement
and each other Security Document to which it is a party and (c) agrees that the Credit Agreement,
the Subsidiary Guaranty Agreement, the Collateral Agreement and each other Security Document to
which it is a party remain in full force and effect and are hereby reaffirmed.




     Section 7. Release.



          (a) Each of the Borrower and its Subsidiaries hereby releases, remises, acquits and
forever discharges the Administrative Agent and each of the Lenders and their respective
employees, agents, representatives, consultants, attorneys, fiduciaries, officers,
directors, partners, predecessors, successors and assigns, subsidiary corporations, parent
corporations, and related corporate divisions (collectively, the “Released Parties”), from
any and all actions and causes of action, judgments, executions, suits, debts, claims,
demands, liabilities, obligations, damages and expenses of any and every character, known
or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for
or because of any matter or things done, omitted or suffered to be done by any of the
Released Parties prior to and including the effective date of this Agreement, and in any
way directly or indirectly arising out of or in any way connected to the Credit Agreement
or the Loan Documents (collectively, the “Released Matters”). Each of the Borrower and its
Subsidiaries acknowledges that the agreements in this paragraph are intended to be in full
satisfaction of all or any alleged injuries or damages arising in connection with the
Released Matters.




          (b) Each of the Borrower and its Subsidiaries hereby waives the provisions of any
statute or doctrine to the effect that a general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement with the
debtor.




          (c) Each of the Borrower and its Subsidiaries acknowledges and understands the rights
and benefits conferred by such a statute or doctrine and the risks associated with waiver
thereof, and after receiving advice of counsel, hereby consciously and voluntarily waives,
relinquishes and releases any and all rights and benefits available thereunder, insofar as
they apply, or may be construed to apply, to each release set forth herein or contemplated
hereby. In so doing, each of the Borrower and its Subsidiaries expressly acknowledges and
understands that it may hereafter discover facts in addition to or different from those
that it now believes to be true with respect to the subject matter of the disputes, claims
and other matters released herein, but expressly agrees that it has taken these facts and
possibilities into account in electing to make and to enter into this release, and that the
releases given herein shall be and remain in effect as full and complete releases
notwithstanding the discovery or existence of any such additional or different facts or
possibilities.




          (d) This release may be pleaded as a full and complete defense and/or as a
cross-complaint or counterclaim against any action, suit, or other proceeding that may be






 









 







instituted, prosecuted or attempted in breach of this release. Each of the Borrower
and its Subsidiaries acknowledges that the release contained herein constitutes a material
inducement to Administrative Agent and each Lender to enter into this Agreement and that
Administrative Agent and those Lenders would not have done so but for the Administrative
Agent’s and each Lender’s expectation that such release is valid and enforceable in all
events.




     Section 8. Covenant Not to Sue. Each of the Borrower and its Subsidiaries, on behalf
of itself and its successors, assigns, and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party that
it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party
on the basis of any claim released, remised and discharged by the Borrower and its Subsidiaries
pursuant to Section 7 above. If any of the Borrower, its Subsidiaries or any of their respective
successors, assigns or other legal representations violates the foregoing covenant, each of the
Borrower and its Subsidiaries, for itself and its successors, assigns and legal representatives,
agrees to pay, in addition to such other damages as any Released Party may sustain as a result of
such violation, all reasonable attorneys’ fees and costs incurred by any Released Party as a result
of such violation.



     Section 9. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and
with respect to advising the Administrative Agent as to its rights and responsibilities hereunder
and thereunder.



     Section 10. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different 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 11. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 12. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed copy of this
Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature of or on behalf of such party can be
seen, and such execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to execute an original of
this Amendment as well as any facsimile, telecopy, pdf or other reproduction hereof.



 









 





     Section 13. Entire Agreement. This Amendment is the entire agreement, and supersedes
any prior agreements and contemporaneous oral agreements, of the parties concerning its subject
matter.



[Signature Pages Follow]






 









 







WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by
their duly authorized officers, all as of the day and year first written above.




	 	 	 	 	 	 	 

	 	 	GRAY TELEVISION, INC.,

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
 

	 	 
	 

	 	Name:
	 	James C. Ryan	 	 
	 

	 	Title:
	 	Sr. Vice President & CFO	 	 
	 
	 	 	 	 	 	 
	 	 	WVLT-TV, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
 

	 	 
	 

	 	Name:
	 	James C. Ryan	 	 
	 

	 	Title:
	 	Vice President & CFO	 	 
	 
	 	 	 	 	 	 
	 	 	GRAY TELEVISION GROUP, INC.,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
 

	 	 
	 

	 	Name:
	 	James C. Ryan	 	 
	 

	 	Title:
	 	Sr. VP, Assistant Secretary & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	GRAY TELEVISION LICENSEE, LLC,

as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
 

	 	 
	 

	 	Name:
	 	James C. Ryan	 	 
	 

	 	Title:
	 	Treasurer	 	 






Signature Page to Third Amendment to GTV Credit Agreement




 









 





	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, N.A.,

successor-by-merger to Wachovia Bank, National
Association, as Administrative Agent (on behalf of
itself and the Consenting Lenders who have executed a Lender
Authorization) and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Katherine A. Harkness
 

	 	 
	 

	 	Name:
	 	Katherine A. Harkness	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to Third Amendment to GTV Credit Agreement




 









 





Exhibit A




Form of Lender Authorization



LENDER AUTHORIZATION



Gray Television, Inc.



June 30, 2011


WELLS FARGO BANK, N.A., successor-by-merger to Wachovia Bank, National Association, as Administrative Agent




NC0680

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services




	 	 	 	 	 

	 

	 	Re:
	 	The Third Amendment dated as of June 30, 2011 (the “Amendment”) to that
certain Credit Agreement dated as of March 19, 2007 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Gray
Television, Inc., a Delaware corporation (the “Borrower”), the lenders party
thereto (the “Lenders”) and Wells Fargo Bank, N.A., successor-by-merger to
Wachovia Bank, National Association, as administrative agent (the “Administrative
Agent”) for the Lenders






     This Lender Authorization acknowledges our receipt and review of the execution copy of the
Amendment, in the form posted on SyndTrak Online or otherwise distributed to us by the
Administrative Agent. By executing this Lender Authorization, we hereby approve the Agreement and
authorize the Administrative Agent to execute and deliver the Agreement on our behalf.



     Each financial institution purporting to be a Lender and executing this Lender Authorization
agrees or reaffirms that it shall be a party to the Amendment and the other Loan Documents (as
defined in the Credit Agreement) to which Lenders are parties and shall have the rights and
obligations of a “Lender” (as defined in the Credit Agreement), and agrees to be bound by the terms
and provisions applicable to a “Lender” under each such agreement. In furtherance of the
foregoing, each financial institution executing this Lender Authorization agrees to execute any
additional documents reasonably requested by the Administrative Agent to evidence such financial
institution’s rights and obligations under the Credit Agreement.



     A facsimile, telecopy, pdf or other reproduction of this Lender Authorization may be executed
by one or more parties hereto, and an executed copy of this Lender Authorization may be delivered
by one or more parties hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes.



	 	 	 	 	 	 	 

	 	 	 	 	 
	 	 	[Insert name of applicable financial institution]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title: