EX-10.10






Exhibit 10.10




EXECUTION COPY




FIRST AMENDMENT




     THIS FIRST AMENDMENT (this “Agreement”) to the Credit
Agreement referred to below, is made and entered into as of March 31, 2009, and effective in
accordance with Section 3 below, by and among GRAY TELEVISION, INC., a Georgia corporation
(the “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 WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent (the “Administrative Agent”).



Statement of Purpose




     The Borrower, the lenders party thereto (the “Lenders”) 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.



     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 is
hereby acknowledged, the parties hereto agree as follows:



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



     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) Amendments to Section 1.1 (Defined Terms).


          (i) Section 1.1 is hereby amended by adding the following new defined terms in the
proper alphabetical order:




     “Equity Issuance” shall mean (a) any issuance by the Borrower or any of
its Subsidiaries, any Holding Company or any Intermediate Holding Company of Capital
Stock (including any issuance pursuant to the granting of or exercise of any options
or warrants or the incurrence of or conversion of any debt securities into Capital
Stock) and (b) any capital contribution from any Person (other than the Borrower or
a guarantor of the Obligations) to the Borrower or any of its Subsidiaries or any
Holding Company. “Equity Issuance” shall not include amounts described in clauses
(a) and (b) above (i) resulting from the exercise of stock options, warrants or
other rights issued as part of any compensation plan or (ii) the proceeds of which
are used to finance Acquisitions permitted pursuant to Section 7.6 made
substantially concurrently with such Equity Issuance.




     “Facility Fees” shall have the meaning assigned thereto in
Section 2.4(e)(ii).



 









 






     “Facility Fee Rate” shall mean a rate per annum equal to 3.00%, as such
percentage may be decreased (a) pursuant to Section 2.4(e)(iv) or (b) with
the prior written consent of the Required Lenders.




     “Facility Fee Accrual Date” shall mean April 30, 2010, as such date may
be extended, suspended or reinstated with the prior written consent of the Required
Lenders.




     “First Amendment Effective Date” shall mean March 31, 2009.




     “Net Proceeds (Equity)” shall mean, with respect to any Equity
Issuance, the difference between (a) the aggregate amount of cash or Cash
Equivalents received in connection with any Equity Issuance, and (b) the aggregate
amount of any reasonable and customary legal, underwriting or other fees and
expenses incurred in connection with such Equity Issuance.




     “Revolving Facility Fees” shall have the meaning assigned thereto in
Section 2.4(e)(i).




     “Term Loan Facility Fees” shall have the meaning assigned thereto in
Section 2.4(e)(ii).


          (ii) The definition of “Adjusted Total Indebtedness” is hereby amended by deleting the
reference to “$25,000,000” therein and replacing it with “$10,000,000”.


          (iii) The definition of “Base Rate” is hereby deleted in its entirety and
replaced as follows:




     “Base Rate” shall mean, at any time, a fluctuating interest rate per
annum equal to the highest of (a) the rate of interest quoted from time to time by
the Administrative Agent as its “prime rate” or “base rate”, (b) the Federal Funds
Rate plus one-half of one percent (1/2%) and (c) LIBOR plus one percent
(1.00%) ( provided that, if LIBOR is not available on such day, the most
recently available LIBOR for a one month Interest Period shall be used). The Base
Rate is not necessarily the lowest rate of interest charged by the Administrative
Agent in connection with extensions of credit.


          (iv) The definition of “Business Day” is hereby deleted in its entirety and replaced as
follows:




     “Business Day” shall mean (a) for all purposes other than as set forth
in clause (b) below, any day other than a Saturday, Sunday or legal holiday on which
banks in Charlotte, North Carolina and New York, New York, are open for the conduct
of their commercial banking business, and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on, any
LIBOR Advance, or any Base Rate Advance as to which the interest rate is determined
by reference to LIBOR, any day that is a Business Day described in clause (a) and
that is also a day for trading by and between banks in Dollar deposits in the London
interbank market.



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          (v) The definition of “Debt Service” is hereby deleted in its entirety and replaced as
follows:




     “Debt Service” shall mean, for any period with respect to the Borrower
and its Subsidiaries on a consolidated basis, the amount of all principal paid or
required to be paid and Interest Expense paid in cash (including, without
limitation, any Facility Fees paid in cash) in respect of Indebtedness of the
Borrower and its Subsidiaries (other than voluntary principal payments of the
Revolving Loans which are not required to be accompanied by an identical reduction
in the Revolving Loan Commitment).


          (vi) The definition of “Excess Cash Flow” is hereby amended by replacing the reference in
clause (iv) thereof to “Section 7.7” with “Section 7.7(i)”.


          (vii) The definition of “Indebtedness” is hereby amended by deleting the word “and”
between clauses (i) and (j) thereof, substituting a comma in lieu thereof and inserting the
following at the end of clause (j):




     “and (k) all obligations of such Person in respect of the unpaid amount of all
Facility Fees.”


          (viii) The definition of “LIBOR” is hereby deleted in its entirety and replaced as follows:




     “LIBOR” shall mean,




     (a) for any interest rate calculation with respect to a LIBOR Advance, with
respect to a particular Interest Period, the rate of interest per annum determined
on the basis of the rate for deposits in Dollars in minimum amounts of at least
$1,000,000 for a period equal to the applicable Interest Period which appears on
Reuters Page LIBOR01 (or any successor page) at approximately 11:00 a.m. (London
time) two (2) Business Days prior to the first day of the applicable Interest Period
(rounded upward, if necessary, to the nearest 1/100th of 1%). If, for
any reason, such rate does not appear on Reuters Page LIBOR01 (or any successor
page), then “LIBOR” shall be determined by the Administrative Agent to be the
arithmetic average of the rate per annum at which deposits in Dollars in minimum
amounts of at least $1,000,000 would be offered by first class banks in the London
interbank market to the Administrative Agent at approximately 11:00 a.m. (London
time) two (2) Business Days prior to the first day of the applicable Interest Period
for a period equal to such Interest Period.




     (b) for any interest rate calculation with respect to a Base Rate Advance, the
rate of interest per annum determined on the basis of the rate for deposits in
Dollars in minimum amounts of at least $1,000,000 for a period equal to one month
(commencing on the date of determination of such interest rate) which appears on
Reuters Page LIBOR01 (or any successor page) at approximately 11:00 a.m. (London
time) on the applicable date of determination (rounded upward, if necessary, to the
nearest 1/100th of 1%). If, for any reason, such rate does not appear on
Reuters Page LIBOR01 (or any successor page), then “LIBOR” for such Base Rate
Advance shall be determined by the Administrative Agent to be the arithmetic average
of the rate per annum at which deposits in Dollars in minimum amounts of at least
$1,000,000 would be offered by first class banks in the London interbank market to
the Administrative Agent at approximately 11:00 a.m. (London time) on the applicable
date of determination (rounded upward, if necessary, to the nearest
1/100th of 1%).



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Each calculation by the Administrative Agent of LIBOR shall be conclusive and
binding for all purposes, absent manifest error.


          (ix) The definition of “Net Proceeds (Indebtedness)” is hereby amended by replacing the phrase
“Indebtedness of the Borrower or its Subsidiaries by the Borrower or its Subsidiaries” with the
phrase “Indebtedness of any Holding Company, any Intermediate Holding Company, the Borrower or its
Subsidiaries by any Holding Company, any Intermediate Holding Company, the Borrower or its
Subsidiaries”.


          (x) The definition of “Operating Cash Flow” is hereby deleted in its entirety and replaced as
follows:




     “Operating Cash Flow” shall mean, with respect to the Borrower and its
Subsidiaries, as of any date for any period, (a) the Net Earnings for such period
(excluding, to the extent included in Net Earnings for such period, (i) the effect
of any exchange of advertising time for non-cash consideration, such as merchandise
or services, (ii) any other non-cash income or expense (including the cumulative
effect of a change in accounting principles and extraordinary items) (iii) any gains
or losses from sales, exchanges and other dispositions of property not in the
ordinary course of business and (iv) the non-cash portion of any reserves or
accruals for one-time charges which are equal to or greater than $300,000 incurred
in connection with corporate restructurings or expense saving measures),
minus (b) any cash payments made by the Borrower and its Subsidiaries during
such period in respect of (i) Programming Obligations or (ii) reserves or accruals
described in clause (a)(iv) above, to the extent such reserves or accruals were
excluded from Net Earnings in a prior period, plus (c) the sum, without
duplication, of the following to the extent deducted in determining Net Earnings (i)
depreciation on or obsolescence of fixed or capital assets and amortization of
intangibles and leasehold improvements (including, without limitation, amortization
in respect of Programming Obligations) for such period, plus (ii) Interest
Expense and deferred finance charges in such period, plus (iii) federal,
state and local income taxes in such period to the extent deducted in calculating
Net Earnings in such period (other than any such taxes resulting from any gains from
sales and exchanges and other distributions not in the ordinary course of business),
plus (iv) transaction fees, expenses and other out-of-pocket amounts
incurred in connection with the First Amendment to this Agreement effective as of
the First Amendment Effective Date (including all such amounts incurred in
connection with the granting of Liens on additional Collateral pursuant to the terms
thereof), plus (d) one-time corporate restructuring charges, as approved by
the Administrative Agent, related to a Holding Company Reorganization, which charges
are taken during or reserved for during the twelve (12) month period following such
Holding Company Reorganization, plus (e) to the extent such expenses do not
constitute Efficiency Capital Expenditures, the OTO System Integration Expenses, in
an aggregate amount not to exceed, for fiscal year 2006, $475,000 and for fiscal
year 2007, $900,000, plus (f) adjustments to actual historical Operating
Cash Flow in connection with any Acquisition permitted pursuant to Section
7.6 ; provided that such adjustments are either (i) consistent with
Regulation S-X of the United States Securities and Exchange Commission or (ii)
approved by (A) the Administrative Agent in its reasonable business judgment in the
case of any adjustments that do not exceed, in the aggregate for all Acquisitions
consummated during such period, five percent (5%) of the Operating Cash Flow of the
Borrower and its Subsidiaries for such period or (B) the Required Lenders in their
reasonable business judgment, in the case of any adjustments that exceed, in the
aggregate for all Acquisitions consummated during such period, five percent (5%) of
the Operating Cash Flow of the Borrower and its Subsidiaries for such period,



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provided further that, in each case, such adjustments shall be on a
consolidated basis and computed on the accrual method. For the purposes of
calculating Operating Cash Flow for any period any Acquisition or Asset Sale which
occurs during such period shall be deemed to have occurred on the first day of such
period.


          (xi) The definition of “Permitted Holding Company Indebtedness” is hereby deleted in its
entirety and replaced as follows:




     “Permitted Holding Company Indebtedness” shall mean all Indebtedness
(including any assumed Indebtedness) of the Holding Company or the Intermediate
Holding Company (a) that is non-recourse to the Borrower or any of its Subsidiaries,
(b) that has a maturity date that is at least six (6) months after the latest
Maturity Date and does not require any principal repayment prior to such date, (c)
that provides that interest thereon is not required to be paid in cash, (d) is
unsecured and (e) the Net Proceeds (Indebtedness) of which shall be applied to
prepay the Loans in accordance with Section 2.6(b)(v).


          (xii) The definition of “Permitted Liens” is hereby amended by:


               (A) deleting clause (l) thereof in its entirety and replacing it with the following:




     “(l) Liens securing other Indebtedness (including, without limitation,
obligations incurred in connection with an Acquisition permitted under Section
7.6 ) in an aggregate amount outstanding at any time not to exceed $5,000,000
less the amount of all Indebtedness secured by Liens incurred under this
clause (l) that are in existence as of the First Amendment Effective Date and set
forth on Schedule 1A ;” and


               (B) deleting clause (n) thereof in its entirety and replacing it with “(n) [reserved];”


          (xiii) The definitions of “Designated Dividends”, “Permitted Secured
Indebtedness” and “WNDU Savings” are hereby deleted in their entirety.



     (b) Amendment to Section 2.3(f) (Applicable Margin). Section 2.3(f) is hereby
deleted in its entirety and replaced as follows:


               “(f) Applicable Margin.




               (i) Revolving Loans. The Applicable Margin with respect to the
Revolving Loans shall be 3.50% for LIBOR Advances and 2.50% for Base Rate Advances.




               (ii) Term Loan B. The Applicable Margin with respect to the Term Loan
B shall be 3.50% for all LIBOR Advances and 2.50% for all Base Rate Advances.



     (c) Amendment to Section 2.4(a) (Commitment Fees). Section 2.4(a) is hereby
amended by deleting clause (i) thereof in its entirety and replacing it with the following:




          “(i) Revolving Loan Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each of the Lenders with a Revolving Loan



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Commitment, in accordance with such Lender’s respective Commitment Ratio for
the Revolving Loan Commitment, commitment fees (“Revolving Commitment Fees”)
on the Available Revolving Loan Commitment for each day from the Agreement Date
through the Revolving Loan Maturity Date in an amount equal to the product of the
Available Revolving Loan Commitment times 0.50%.”



     (d) Amendment to Section 2.4(c) (Letter of Credit Fees). Section 2.4(c) is
hereby amended by deleting the first sentence thereof in its entirety and replacing it with the
following:




     “The Letters of Credit shall be issued for a fee equal to (x) the Applicable
Margin for LIBOR Advances for Revolving Loans plus (y) the Facility Fee
Rate, on a per annum basis as in effect as of the date of issuance, times
the face amount of each Letter of Credit, payable quarterly in arrears.”



     (e) Amendment to Section 2.4 (Fees). Section 2.4 is hereby amended by adding
the following new subsection (e):


          “(e) Facility Fees.




          (i) Revolving Facility Fees. Beginning on the First Amendment
Effective Date, the Borrower agrees to pay to the Administrative Agent for
the account of each of the Lenders with outstanding Revolving Loans,
facility fees (“Revolving Facility Fees”) on the outstanding
Revolving Loans for each day in an amount equal to the product of the
outstanding principal amount of Revolving Loans on such day times
the Facility Fee Rate.




          (ii) Term Loan Facility Fees. Beginning on the First Amendment
Effective Date, the Borrower agrees to pay to the Administrative Agent for
the account of each of the Lenders with Term Loan B outstanding, facility
fees (“Term Loan Facility Fees” and, together with the Revolving
Facility Fees, the “Facility Fees”) on the Term Loan B outstanding
for each day in an amount equal to the product of the outstanding principal
amount of Term Loan B on such day times the Facility Fee Rate.




          (iii) Calculation and Payment of Facility Fees. The Facility
Fees shall be computed on the basis of a year of 360 days for the actual
number of days elapsed, shall be fully earned as accrued and shall be
non-refundable when paid. Payment of all Facility Fees accrued on or prior
to the Facility Fee Accrual Date shall be deferred until the Revolving Loan
Maturity Date or the Term Loan B Maturity Date, as applicable, as provided
below. All Facility Fees accrued after the Facility Fee Accrual Date shall
be payable in cash quarterly in arrears on the last Business Day of each
fiscal quarter. All accrued but unpaid Revolving Facility Fees (and all
unpaid interest thereon) shall be due and payable in arrears on the
Revolving Loan Maturity Date and thereafter on demand. All accrued but
unpaid Term Loan Facility Fees (and all unpaid interest thereon) shall be
due and payable in arrears on the Term Loan B Maturity Date and thereafter
on demand. All accrued but unpaid Facility Fees shall bear interest at a
rate per annum equal to sum of the Applicable Margin for LIBOR Advances
plus the Facility Fee Rate, which shall be payable (x) with respect
to all such interest accrued prior to the Facility Fee Accrual Date, at the
time of payment of the applicable Facility Fee as provided above, and (y)
with respect to all such interest accrued after the



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Facility Fee Accrual Date, in cash quarterly in arrears on the last
Business Day of each fiscal quarter. Any payment in cash by the Borrower of
unpaid Facility Fees (and all unpaid interest thereon) shall be distributed
to the applicable Lenders of record in the Register on the date of such
payment.




          (iv) Reduction of Facility Fee Rate. The Facility Fee Rate
shall be decreased by 1.00% per annum for every $100,000,000 of principal
amount of the Term Loan B prepaid pursuant to Section 2.6(b)(v)
after the First Amendment Effective Date. Any such decrease in the Facility
Fee Rate shall become effective on the Business Day following the date of
such prepayment.”



     (f) Amendment to Section 2.6(b)(iii) (Repayment From Net Proceeds of Asset Sales or
Insurance or Condemnation Proceedings). Section 2.6(b)(iii) is hereby deleted in its
entirety and replaced as follows:




     “(iii) Repayments From Net Proceeds of Asset Sales or Insurance or
Condemnation Proceedings. Within three (3) Business Days following the date of
receipt by the Borrower or any of its Subsidiaries of any Net Proceeds (Asset Sales)
(other than in connection with Asset Sales permitted under Section
7.4(a)(i)) , the Loans shall be automatically and permanently prepaid in an
amount equal to, in the aggregate, one-hundred percent (100%) of any Net Proceeds
(Asset Sales); provided , however , that no prepayment under this
Section 2.6(b)(iii) shall occur if such Net Proceeds (Asset Sales) are from
an insurance or condemnation proceeding and are reinvested in any Permitted Business
or other assets directly related thereto within the succeeding two hundred seventy
(270) day period; and provided further , that so long as (i) no
Default or Event of Default shall have occurred and be continuing and (ii) the
Borrower and its Subsidiaries are and will be in pro forma compliance with
Section 7.8 , both before and after giving effect to such Asset Sales, no
prepayment shall be required with respect to any Asset Sale (or series of related
Asset Sales) consummated after the First Amendment Effective Date that does not
result in more than $75,000 of Net Proceeds (Asset Sales) up to an aggregate amount
of $2,000,000 of Net Proceeds (Asset Sales) for all Asset Sales consummated after
the First Amendment Effective Date. Repayments under this Section
2.6(b)(iii) shall be applied first , pro rata , to the
principal of the Term Loan B and, if applicable, the Incremental Facility Loans
(applied to reduce, on a pro rata basis, the remaining scheduled principal
installments of the Term Loan B and, if applicable, the Incremental Facility Loans)
and, second to the outstanding principal amount of the Revolving Loans.
Accrued interest on the principal amount of the Loans being repaid pursuant to this
Section 2.6(b)(iii) to the date of such repayment (together with any
additional amount owing under Section 2.9 ) will be paid by the Borrower
concurrently with such principal repayment.”



     (g) Amendment to Section 2.6(b)(iv) (Excess Cash Flow). Section 2.6(b)(iv) is
hereby deleted in its entirety and replaced as follows:




     “(iv) Excess Cash Flow. On or prior to April 15, 2009, and on or prior
to each April 15 thereafter during the term of this Agreement, the Loans shall be
repaid in the following applicable amounts:




     (A) if the Leverage Ratio as of the end of the fiscal year ended on the
immediately preceding December 31 is greater than 5.00 to 1.00, an amount



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     equal to one hundred percent (100%) of Excess Cash Flow for such fiscal
year; and




     (B) if the Leverage Ratio as of the end of the fiscal year ended on the
immediately preceding December 31 is less than or equal to 5.00 to 1.00, an
amount equal to the sum of (1) seventy-five percent (75%) of Excess Cash
Flow for such fiscal year.




Repayments under this Section 2.6(b)(iv) shall be applied first ,
pro rata , to the principal of the Term Loan B and, if applicable,
the Incremental Facility Loans (applied to reduce, on a pro rata basis, the
remaining scheduled principal installments of the Term Loan B and, if applicable,
the Incremental Facility Loans) and, second , to the outstanding principal
amount of the Revolving Loans. Accrued interest on the principal amount of the
Loans being repaid pursuant to this Section 2.6(b)(iv) to the date of such
repayment (together with any additional amount owing under Section 2.9 ) will
be paid by the Borrower concurrently with such principal repayment.”



     (h) Amendment to Section 2.6(b)(v) (Issuance of Indebtedness). Section
2.6(b)(v) is hereby deleted in its entirety and replaced as follows:


          “(v) Issuance of Indebtedness or Capital Stock.




     (A) Within three (3) Business Days following the date of receipt by any
Holding Company, any Intermediate Holding Company, the Borrower or any of
its Subsidiaries of any Net Proceeds (Indebtedness) arising from the
issuance of Indebtedness by any such Person after the Agreement Date
incurred pursuant to Section 7.1(c) or Section 7.13(b) , as
applicable, or otherwise consented to by the Required Lenders, the Loans
shall be repaid in an amount equal to one hundred percent (100%) of the Net
Proceeds (Indebtedness) related thereto; provided that no prepayment
under this Section 2.6(b)(v) shall occur if (1) such Net Proceeds
(Indebtedness) are from the incurrence of Subordinated Indebtedness issued
either to: (x) pay all or a portion of the purchase price in connection with
an Acquisition permitted pursuant to Section 7.6 made substantially
concurrently with such incurrence of Subordinated Indebtedness, or (y)
refinance, renew, replace or extend any Subordinated Indebtedness, in each
case as permitted pursuant to Section 7.1(c) and (2) the Borrower
has complied with the requirements of Section 7.1(c) ; and




     (B) Within three (3) Business Days following the date of receipt by any
Holding Company, any Intermediate Holding Company, the Borrower or any of
its Subsidiaries of any Net Proceeds (Equity) arising from any Equity
Issuance on or after the First Amendment Effective Date, the Loans shall be
repaid in an amount equal to one hundred percent (100%) of the Net Proceeds
(Equity) related thereto.




Repayments under this Section 2.6(b)(v) shall be applied
first , pro rata, to the principal of the Term Loan B and, if
applicable, the Incremental Facility Loans (applied to reduce, on a pro rata
basis, the remaining scheduled principal installments of the Term Loan B
and, if applicable, the Incremental Facility Loans) and, second to
the outstanding principal amount of the Revolving Loans. Accrued interest
on the principal amount of the Loans being repaid pursuant to



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this Section 2.6(b)(v) to the date of such repayment (together with
any additional amount owing under Section 2.9 ) will be paid by the
Borrower concurrently with such principal repayment.”



     (i) Amendment to Section 2.6(b) (Repayments). Section 2.6(b) is hereby
amended by adding the following new subsection (x):




     “(x) Maximum Cash Balance. If, at any time there are Revolving Loans
outstanding, the aggregate amount of cash and Cash Equivalents of the Borrower and
its Subsidiaries exceeds $10,000,000 for a period of five (5) consecutive Business
Days, the Borrower shall immediately repay any Revolving Loans in the amount of such
excess. If, at any time no Revolving Loans are outstanding, the aggregate amount of
cash and Cash Equivalents of the Borrower and its Subsidiaries exceeds $20,000,000
for a period of five (5) consecutive Business Days, the Borrower shall immediately
repay the principal of the Term Loan B and, if applicable, the Incremental Facility
Loans, on a pro rata basis (applied to reduce, on a pro rata basis,
the remaining scheduled principal installments of the Term Loan B and, if
applicable, the Incremental Facility Loans) in the amount of such excess.
Accrued interest on the principal amount of the Loans being repaid pursuant to this
Section 2.6(b)(x) to the date of such repayment (together with any
additional amount owing under Section 2.9 ) will be paid by the Borrower
concurrently with such principal repayment.”



     (j) Amendment to Section 2.14 (Incremental Facility Loans). Section 2.14 is
hereby deleted in its entirety and replaced as follows:




“Section 2.14 Incremental Facility Loans. The aggregate principal amount of
Incremental Facility Loans and Incremental Facility Commitments shall be $0.”



     (k) Amendment to Section 2.15 (Increases to the Revolving Loan Commitment).
Section 2.15 is hereby deleted in its entirety and replaced as follows:




“Section 2.15 Increases to the Revolving Loan Commitment. The aggregate
principal amount of increases to the Revolving Loan Commitment (each, an
“Optional Increase”) shall be $0.”



     (l) Amendment to Section 3.2 (Conditions Precedent to Each Advance). Section
3.2 is hereby amended by adding the following new subsection (g):




          “(g) Solely with respect to the making of any Advance, as of the end
of the Business Day immediately preceding the date of any such Advance and after
giving effect to the Borrower’s receipt of the proceeds from any such Advance, as
the case may be, and the application of such proceeds, the aggregate amount of cash
and Cash Equivalents of the Borrower and its Subsidiaries shall not exceed
$10,000,000.”



     (m) Amendment to Article 5 (General Covenants). Article 5 is hereby amended
by adding the following new Section 5.22 :




     “Section 5.22 Additional Real Property Collateral. Notify the
Administrative Agent within ten (10) days after the acquisition of or entry into a
new lease of any Real Property by the Borrower or any of its Subsidiaries (a) upon
which a broadcast tower is located, (b) upon which a studio or other facility
related to the operation of a Station is



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located or (c) that has a fair market value in excess of $500,000 (but
excluding any Real Property where the Administrative Agent reasonably determines
that the cost of obtaining a Lien on such Real Property or such lease is excessive
in relation to the value afforded thereby), in each case that is not subject to the
existing Security Documents and, within ninety (90) days after the acquisition of or
entry into a lease of such Real Property, as such date may be extended by the
Administrative Agent in its reasonable discretion, (i) with respect to any such
owned Real Property, deliver to the Administrative Agent such mortgages, deeds of
trust, title insurance policies, environmental reports, surveys, and other documents
reasonably requested by the Administrative Agent in connection with granting and
perfecting a first priority Lien, subject only to Permitted Liens, on such Real
Property in favor of the Administrative Agent, for the ratable benefit of the
Secured Parties and (ii) with respect to any such leased Real Property, use its
commercially reasonable efforts to deliver such leasehold mortgages, estoppels or
subordination, non-disturbance and attornment agreements, landlord waivers and
access agreements reasonably requested by the Administrative Agent, all in form and
substance acceptable to the Administrative Agent.”



     (n) Amendment to Section 6.1 (Quarterly Financial Statements and Information).
Section 6.1 is hereby deleted in its entirety and replaced as follows:




     “Section 6.1 Monthly and Quarterly Financial Statements and
Information.




     (a) Within thirty (30) days after the last day of each calendar month of the
Borrower the balance sheets and the related statements of operations of the Borrower
and its Subsidiaries on a consolidated basis as at the end of such month and for the
elapsed portion of the year ended with the last day of such month, each of which
shall set forth in comparative form the corresponding figures as of the end of and
for the corresponding calendar month in the preceding fiscal year and the elapsed
portion of the preceding fiscal year ended with the last day of such corresponding
calendar month in the preceding fiscal year and shall be certified by the chief
financial officer, chief accounting officer or controller of the Borrower to have
been prepared in accordance with GAAP and to present fairly in all material respects
the financial position of the Borrower on a consolidated basis with its
Subsidiaries, as at the end of such month and the results of operations for such
month, and for the elapsed portion of the year ended with the last day of such
month, subject only to normal year-end and audit adjustments and the absence of
statements of cash flows and footnotes.




     (b) Within fifty (50) days (or five (5) days following such shorter period as
required by Applicable Law) after the last day of each of the first three (3)
quarters of each fiscal year of the Borrower (i) the balance sheets and the related
statements of operations of the Borrower and its Subsidiaries on a consolidated and
consolidating basis as at the end of such quarter and for the elapsed portion of the
year ended with the last day of such quarter and (ii) the related statements of cash
flows of the Borrower on a consolidated basis with its Subsidiaries for such quarter
and for the elapsed portion of the year ended with the last day of such quarter,
each of which shall set forth in comparative form the corresponding figures as of
the end of and for the corresponding quarter in the preceding fiscal year and the
elapsed portion of the preceding fiscal year ended with the last day of such
corresponding quarter in the preceding fiscal year and shall be certified by the
chief financial officer, chief accounting officer or controller of the Borrower to
have been prepared in accordance with GAAP and to present fairly in all material
respects the financial position of the Borrower on a consolidated and consolidating
basis



10









 






with its Subsidiaries, as at the end of such period and the results of
operations for such period, and for the elapsed portion of the year ended with the
last day of such period, subject only to normal year-end and audit adjustments.”



     (o) Amendment to Section 6.3 (Performance Certificates). Section 6.3 is
hereby amended by (i) deleting the reference to “6.1” therein and replacing it with
“6.1(b)” and (ii) deleting the reference to “Section 7.8” in subsection (a) thereof
and replacing it with “Sections 7.6(i) and 7.8”.



     (p) Amendment to Section 6.4 (Copies of Other Reports). Section 6.4 is hereby
amended by adding a new clause (g) as follows:




     “(g) Promptly upon request thereof from the Administrative Agent, a cash report
showing the daily amount of cash and Cash Equivalents of the Borrower and its
Subsidiaries for the prior month, in form and substance reasonably satisfactory to
the Administrative Agent.”



     (q) Amendment to Section 7.1(e) (Indebtedness of the Borrower and its Subsidiaries).
Section 7.1(e) is hereby deleted in its entirety and replaced as follows:




     “(e) other Indebtedness in an aggregate amount outstanding at any time not to
exceed $5,000,000 less the aggregate amount of all Indebtedness incurred
pursuant to this Section 7.1(e) and in existence as of the First Amendment
Effective Date and set forth on Schedule 6A.”



     (r) Amendment to Section 7.4(a) (Liquidation, Merger or Disposition of Assets).
Section 7.4(a) is hereby amended by:




     (i) deleting clause (ii) in its entirety and replacing it with the following:




          “(ii) consist of long-term Station operating assets (including the Capital
Stock of a Person which owns long-term Station operating assets), in exchange for
which the Borrower or any Subsidiary receives cash, Cash Equivalents or television
stations at least equal to the fair market value of the assets so exchanged as
determined by the board of directors of the Borrower; provided that at least
ten (10) days prior to the completion of such exchange, the Borrower shall provide
to the Administrative Agent (in each case in form and substance reasonably
satisfactory to the Administrative Agent):




          (A) a written notification of such exchange describing the assets to be
exchanged and the proposed closing date of the exchange;




          (B) a certificate, executed by an Authorized Signatory of the Borrower,
(1) certifying that the board of directors has determined that the property
or other consideration received by the Borrower and its Subsidiaries is at
least equal to the fair market value of the assets so exchanged, (2)
attaching calculations evidencing that the property or other consideration
received by the Borrower and its Subsidiaries is at least equal to the fair
market value of the assets so exchanged, (3) attaching any other information
considered by the board of directors and evidencing the board of directors’
analysis of the attached calculations in making the determination that the
property or other consideration received by the Borrower and its
Subsidiaries is at least equal to the fair market value of the assets so
exchanged, (4) attaching financial calculations specifically



11









 






demonstrating (x) the Borrower’s pro forma compliance
with Section 7.8 after giving effect to such exchange and (y) that
the pro forma Leverage Ratio after giving effect to such
exchange shall not be greater than the Leverage Ratio immediately prior to
giving effect to such exchange, (5) attaching financial projections for the
Borrower for a five (5) year period after the closing of such exchange after
giving effect to such exchange and (6) certifying that no Default or Event
of Default exist or would be caused by such exchange; and




          (C) such other documentation as the Administrative Agent shall
reasonably request;




               provided further , that (x) the aggregate amount of all cash and
Cash Equivalents either paid or received by the Borrower or any Subsidiary in
connection with all asset exchanges pursuant to this Section 7.4(a)(ii) on
or after the First Amendment Effective Date shall not exceed $25,000,000 and (y) any
cash or Cash Equivalents that are received by the Borrower or any Subsidiary in
connection with any asset exchange pursuant to this Section 7.4(a)(ii) shall
be applied pursuant to Section 2.6(b)(iii) ,”


          (ii) deleting from clause (iii)(A) thereof the phrase “at least seventy-five percent (75%)”
and replacing it with the phrase “one hundred percent (100%)”.



     (s) Amendment to Section 7.6 (Investments and Acquisitions). Section 7.6 is
hereby amended by:


          (i) deleting subsection (c) in its entirety and replacing it with the following:


          “(c) make Acquisitions subject to satisfaction of the following conditions:




               (i) such Acquisition is in a Permitted Business;




               (ii) the Borrower complies with Sections 5.13 and 5.16 ; and




               (iii) for any Acquisition:




               (A) the Borrower shall have given to the Administrative Agent written
notice of such Acquisition at least fifteen (15) days prior to executing any
binding commitment with respect thereto, which notice shall state the
additional amounts, if any, of Liens to be incurred in connection therewith,
and the structure of the transaction shall be in form and substance
reasonably acceptable to the Administrative Agent;




               (B) the Borrower shall have provided to the Administrative Agent five
(5) days prior to the consummation of the proposed Acquisition the agreement
governing such Acquisition (and all related documents and instruments to the
extent reasonably requested by the Administrative Agent); and




               (C) the Borrower shall have provided to the Administrative Agent and
the Lenders within ten (10) days prior to the consummation of the proposed
Acquisition an acquisition report signed by an executive officer of the
Borrower, in form and substance reasonably satisfactory to the
Administrative Agent, which shall include, without limitation, (x) financial
calculations



12









 







specifically demonstrating (1) the Borrower’s pro forma
compliance with Section 7.8 after giving effect to such Acquisition
and (2) that the pro forma Leverage Ratio after giving
effect to such Acquisition shall not be greater than the Leverage Ratio
immediately prior to giving effect to such Acquisition, and (y) financial
projections for the Borrower for a five (5) year period after the closing of
such Acquisition after giving effect to such Acquisition, including, without
limitation, a statement of sources and uses of funds for such Acquisition
showing, among other things, the sources of financing for such Acquisition,
and demonstrating Borrower’s ability to meet its repayment obligations
hereunder through the Maturity Date;”



          (ii) deleting subsections (g), (h) and (i) thereof in their entireties and replacing them with
the following:



          “(g) [reserved];



          (h) [reserved]; and




     (i) in the ordinary course of business, make Investments in Capital
Expenditures in an aggregate amount per fiscal year not to exceed $20,000,000 in
fiscal year 2009 and thereafter (i) $15,000,000, if the Leverage Ratio as of
December 31 of the immediately prior fiscal year is greater than 6.00 to 1.00 or
(ii) $20,000,000, if the Leverage Ratio as of December 31 of the immediately prior
fiscal year is less than or equal to 6.00 to 1.00; provided that the maximum
permitted amount of Capital Expenditures under clause (ii) above for any fiscal year
shall be increased by up to $3,000,000 of the unused portion of the maximum
permitted amount in the immediately preceding fiscal year (it being acknowledged and
agreed that in calculating the unused portion with respect to any immediately
preceding fiscal year, Capital Expenditures made in the immediately preceding fiscal
year shall be deemed to have been made first from the amounts specified in clauses
(i) and (ii) for such immediately preceding fiscal year, and upon the reduction of
such amount to $0, from unused amounts, if any, carried forward from the fiscal year
that preceded such immediately preceding fiscal year).”




(t) Amendment to Section 7.7 (Restricted Payments). Section 7.7 is hereby
amended by:




     (i) deleting subsection (b) thereof in its entirety and replacing it with “(b)
[reserved];” and


          (ii) deleting subsections (g) and (h) in their entireties and replacing them
with the following:




     “(g) the Borrower may repurchase Capital Stock of the Borrower deemed to occur
upon the “cashless” exercise of options held by employees to the extent such Capital
Stock represents a portion of the exercise price of those options, in an aggregate
amount not exceed $500,000 in any fiscal year;




     (h) 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 Facility Fee Accrual Date has occurred, the Borrower may (A) make dividends to
holders of its Capital Stock, (B) fund payments of current interest on any Permitted
Holding Company Indebtedness, (C) fund payments, prepayments and repurchases of
principal of



13









 







any Permitted Holding Company Indebtedness, (D) make payments, prepayments and
repurchases of Subordinated Indebtedness of the Borrower and its Subsidiaries and
(E) repurchase its Capital Stock (or, after the completion of a Holding Company
Reorganization make Restricted Payments to the Holding Company, or any Intermediate
Holding Company, to fund repurchases of the Capital Stock of the Holding Company),
in an aggregate amount paid under clauses (A) through (E) above not to exceed
$1,000,000 from and after the First Amendment Effective Date; and”



     (u) Amendment to Section 7.8 (Leverage Ratio). Section 7.8 is hereby deleted
in its entirety and replaced as follows:




“Section 7.8 Leverage Ratio. At all times, the Borrower shall not
permit its Leverage Ratio to exceed the ratios set forth below during the
periods indicated:



	 	 	 
	Period	 	Leverage Ratio
	December 31, 2008 through March 30, 2009

	 	7.25 : 1.00
	March 31, 2009 through June 29, 2009

	 	8.00 : 1.00
	June 30, 2009 through September 29, 2009

	 	8.25 : 1.00
	September 30, 2009 through December 30, 2009

	 	8.50 : 1.00
	December 31, 2009 through March 30, 2010

	 	8.75 : 1.00
	March 31, 2010 through December 30, 2010

	 	7.00 : 1.00
	December 31, 2010 and thereafter

	 	6.50 : 1.00






     (v) Amendment to Section 8.1(c) (Events of Default). Section 8.1(c) is hereby
amended by adding “, 5.22” after “5.21” therein.



     (w) Amendment to Section 8.1(k) (Events of Default). Section 8.1(k) is hereby
amended by deleting clause (i) thereof in its entirety and replacing it with the following: “(i)
any default under any instrument, document or agreement relating to (A) any Indebtedness of the
Borrower or any of its Subsidiaries in an aggregate principal amount exceeding $25,000,000 or (B)
any Permitted Holding Company Indebtedness”.



     (x) Amendment to Schedules. The Credit Agreement is hereby amended by adding
Schedules 1A and 6A thereto in the forms attached to this Agreement.



     3. Effectiveness. This Agreement 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;



     (c) the Borrower shall have delivered irrevocable written notice to the Administrative Agent
pursuant to Section 2.5 of the Credit Agreement to permanently reduce the Revolving Loan
Commitment from $100,000,000 to $50,000,000 (it being agreed that the five Business Day notice
requirement set forth therein is hereby waived by the Consenting Lenders);



     (d) the Administrative Agent shall have received, to the extent necessary, resolutions of the
board of directors of the Borrower authorizing the amendments set forth herein;



14









 





     (e) the Borrower shall have paid the fees set forth in that certain letter agreement dated as
of March 17, 2009 (as amended, restated, supplemented or otherwise modified) among Wachovia Capital
Markets, LLC, the Administrative Agent and the Borrower;



     (f) 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 12:00 p.m. (Eastern Time) on March 31, 2009, an amendment fee
in an amount equal to 50.0 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 Agreement (after giving effect to the reduction of the
Revolving Loan Commitment contemplated hereby);



     (g) the Administrative Agent shall have received a written report in form and substance
satisfactory to the Administrative Agent from the Borrower’s independent tax advisors setting forth
the pro forma tax and accounting treatments with respect to the transactions
contemplated by this Agreement; and



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



     The amendments and modifications to the Credit Agreement set forth in this Agreement 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.



     4. Post-Closing Covenant. No later than ninety (90) days after the First Amendment
Effective Date, as such date may be extended by the Administrative Agent in its reasonable
discretion, the Borrower shall (a) with respect to all Material Real Property owned by the Borrower
and its Subsidiaries as of the First Amendment Effective Date, deliver to the Administrative Agent
such mortgages, deeds of trust, title insurance policies, environmental reports, surveys and other
documents reasonably requested by the Administrative Agent in connection with granting and
perfecting a first priority Lien in favor of the Administrative Agent, for the ratable benefit of
the Secured Parties, subject only to Permitted Liens, and (b) with respect to all Material Real
Property leased by the Borrower and its Subsidiaries as of the First Amendment Effective Date, use
its commercially reasonable efforts to deliver such leasehold mortgages, estoppels or
subordination, non-disturbance and attornment agreements, landlord waivers and access agreements
reasonably requested by the Administrative Agent, all in form and substance acceptable to the
Administrative Agent. “Material Real Property” means all Real Property owned or leased by
the Borrower and its Subsidiaries as of the First Amendment Effective Date (i) upon which a
broadcast tower is located, (ii) upon which a studio or other facility related to the operation of
a Station is located or (iii) that has a fair market value in excess of $500,000 (but excluding any
Real Property where the Administrative Agent reasonably determines that the cost of obtaining a
Lien on such Real Property or lease is excessive in relation to the value afforded thereby). The
failure by the Borrower to comply with the terms of this Section 4 shall constitute an immediate
Event of Default under the Credit Agreement.



     5. 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 Agreement 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



15









 




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.



     6. 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 Agreement 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 Agreement 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.



     7. Acknowledgement and Reaffirmation. Each of the Borrower and its Subsidiaries (a)
agrees that the transactions contemplated by this Agreement 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.



     8. 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,



16









 




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.



     9. 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 8 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.



     10. 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 Agreement and the other instruments
and documents



17









 




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.



     11. Execution in Counterparts. This Agreement 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.



     12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     13. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement 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 Agreement
as well as any facsimile, telecopy, pdf or other reproduction hereof.



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



[Signature Pages Follow]






18









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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:
	 	Senior Vice President and CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WVLT-TV, INC.,
	 	 	as Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
	 

	 	 	 	 
	 

	 	Name:
	 	James C. Ryan
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President and CFO
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	GRAY TELEVISION GROUP, INC.,
	 	 	as Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
	 

	 	 	 	 
	 

	 	Name:
	 	James C. Ryan
	 

	 	 	 	 
	 

	 	Title:
	 	SVP, Asst. Secretary and Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	GRAY TELEVISION LICENSEE, LLC,
	 	 	as Guarantor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan
	 

	 	 	 	 
	 

	 	Name:
	 	James C. Ryan
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 







[First Amendment — Gray Television, Inc.]




19









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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/ Jeffrey R. Gignac
	 

	 	 	 	 
	 

	 	Name:
	 	Jeffrey R Gignac
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






[First Amendment — Gray Television, Inc.]




20









 








Exhibit A




Form of Lender Authorization




 









 








LENDER AUTHORIZATION




Gray Television, Inc.




March ___, 2009




Wachovia Bank, National Association, as Administrative Agent

NC0680

1525 West W.T. Harris Blvd.

Charlotte, North Carolina 28262

Attention: Syndication Agency Services





			
	Re:	 	The First Amendment dated as of March 31, 2009 (the “Agreement”) 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 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
Agreement, 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 Agreement 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:	 	 
	 

	 	 	 	 







 









 








Schedule 1A




Liens in Existence on the First Amendment Effective Date




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	FILE	 	 	 	 	 	 	 
	 	DEBTOR	 	 	SECURED PARTY	 	 	JURISDICTION	 	 	DATE	 	 	FILE NO.	 	 	DESCRIPTION	 
	 	Gray
Television, Inc.

	 	 	Great America Leasing 
Corporation
	 	 	Barrow County, Ga.
	 	 	2/1/2008
	 	 	007-2008-2261
	 	 	Lease Transaction
— 448188, Various
Kyocera copiers
with accessories
and all products,
proceeds and
attachments.	 
	 	Gray Television
Group, Inc.

	 	 	US Bancorp
	 	 	Delaware
	 	 	3/10/2009
	 	 	2009 0760485
	 	 	1 FS-9530DN
PPP8703580 and 1 FS
9530DN PPP8703579	 
	 	Gray Television
Group, Inc.

	 	 	Great America
Leasing 
Corporation
	 	 	Delaware
	 	 	3/11/2009
	 	 	2009 0766946
	 	 	Lease Transaction
— Various Konica,
Muratec and HP
Copiers, Printers
and Fax machines
and all products,
proceeds and
attachments	 
	 







 









 








Schedule 6A




Indebtedness in Existence on the First Amendment Effective Date




	 	 	 	 	 	 	 	 	 
	Description	 	Station	 	Amount	 
	Note — Don Bagwell
	 	WVLT	 	 	405,018.76	 
	Lease — Endres Leasing
	 	KXII	 	 	5,306.29	 
	Lease — Ikon
	 	WBKO	 	 	20,664.92	 
	Lease — US Bank
	 	WIBW	 	 	28,682.49	 
	 
	 	 	 	 	 	 	 	 
	 
	Total
	 	 	 	 	 	 	459,672.46