exv10w1



 







EXHIBIT
10.1



FIRST AMENDMENT TO LOAN AGREEMENT




     THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as
of this 28th day of October, 2005, with an Effective Date (as defined below) as set
forth in Section 3 hereof, by and among GRAY TELEVISION, INC., a Georgia corporation (the
“Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto, the
banks and lending institutions party to the Loan Agreement referred to below (the
“Lenders”) pursuant to an authorization (in the form attached hereto as Annex A,
an “Authorization”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, in its capacity as administrative agent for the lenders (the “Administrative
Agent”), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication
Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as documentation agent (the
“Documentation Agent”).



     The Lenders have extended certain credit facilities to the Borrower pursuant to the Fifth
Amended and Restated Loan Agreement dated as of June 28, 2005, by and among the Borrower, the
Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agent (as amended
hereby and as may be further amended, restated, supplemented or otherwise modified from time to
time, the “Loan Agreement”).



     The parties desire to amend or modify certain provisions of the Loan Agreement in certain
respects on the terms and conditions set forth below. Subject to and in accordance with the terms
and conditions set forth herein, the Lenders party hereto are willing to consent to the requested
amendments.



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



     1. Capitalized Terms. All capitalized undefined terms used in this Amendment shall
have the meanings assigned thereto in the Loan Agreement.



     2. Amendments to the Loan Agreement.



     (a) Amendment to Existing Definitions. The definition of the following defined term
which is set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its
entirety as follows:



     “Fixed Charges” shall mean, with respect to the Borrower and its Restricted
Subsidiaries, as of any date for any period, the sum of (a) all Interest Expense, (b) all required
principal payments due on the Term Loan A, the Term Loan B and, as applicable, Incremental Facility
Loan made pursuant to scheduled repayments under Section 2.7(b)(i)(A), Section
2.7(b)(i)(B) or the Notice of Incremental Facility Commitment, as applicable, (c) all principal
payments required to be made on Total Debt (other than the Loans), (e) Capital Expenditures made
during such period, (e) any federal, state or local income taxes paid in cash during such period,
(f) any purchases of common stock of the Borrower by the Borrower or any of its Restricted



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Subsidiaries, in each case, for or during such period, plus (g) dividends made in respect of the
Ownership Interests of the Borrower or such Restricted Subsidiary (excluding dividends made in such
Ownership Interests). For purposes of calculating the Fixed Charge Coverage Ratio as of any date,
Fixed Charges shall exclude (i) actual HDTV Capital Expenditures in an amount not to exceed
$30,000,000.00 in the aggregate from the Agreement Date to the Maturity Date and (ii) commencing
with any calculation on or after September 30, 2005, the aggregate amount of the January 2005
Dividend and the December 2004 Stock Repurchase.




     (b) Amendment to Add New Definitions. Section 1.1 of the Loan Agreement
is hereby amended by inserting the following new definitions in appropriate alphabetical order:




“January 2005 Dividend” shall mean that certain special cash dividend paid on January 4,
2005 in respect of the Ownership Interests of the Borrower in an aggregate amount of Five
Million Eight Hundred and Seventy-One Thousand Four Hundred and Ninety-One Dollars ($5,871,491).




“December 2004 Stock Repurchase ” shall mean, collectively, the purchase(s) by the
Borrower of its common stock made during the fiscal quarter ended December 31, 2004 for an
aggregate amount of Eighteen Million Seven Hundred and Seventy-One Thousand Five Hundred and
Forty Eight Dollars ($18,771,548).



     3. Effectiveness. This Amendment shall be deemed effective as of September 29,
2005 (the “Effective Date”) upon the satisfaction of each of the following conditions:



          (a) Amendment Document. The Administrative Agent shall have received (i) a duly
executed counterpart of this Amendment executed by (A) the Borrower, (B) each Subsidiary of the
Borrower that is party to any Security Document and (C) the Administrative Agent and (ii)
Authorizations from the Required Lenders and the Required Revolving Lenders.




          (b) Costs and Expenses. The Borrower shall pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of
this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for
the Administrative Agent.




          (c) Other Documents. The Administrative Agent shall have received any other
documents, certificates or instruments reasonably requested thereby in connection with the
execution of this Amendment.




     4. Effect of the Amendment. Except as expressly modified hereby, the Loan Agreement
and the other Loan Documents shall be and remain in full force and effect. This Amendment shall
not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term
or condition of the Loan Agreement or any other Loan Document or (b) to prejudice any other 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 Loan Agreement or the other Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended or modified from time to
time.



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          5. Acknowledgment by Subsidiary Guarantors; Reaffirmation of Security Documents.




     (a) By their execution hereof, each of the Subsidiaries of the Borrower party hereto hereby
expressly (a) consents to the modifications and amendments set forth in this Amendment, (b)
reaffirms all of its respective covenants, representations, warranties and other obligations set
forth in the Subsidiary Guaranty and the other Loan Documents to which it is a party and (c)
acknowledges, represents and agrees that its respective covenants, representations, warranties and
other obligations set forth in the Subsidiary Guaranty and the other Loan Documents to which it is
a party remain in full force and effect.



          (b) The Borrower and each of its Subsidiaries party hereto hereby confirms that each of the
Security Documents to which it is a party shall continue to be in full force and effect and are
hereby ratified and reaffirmed in all respects as if fully restated as of the date hereof by this
Agreement. In furtherance of the reaffirmations set forth in this Section 5, the Borrower
hereby grants and assigns a security interest in all collateral identified in any Security Document
as collateral security for the Obligations.




          6. Representations and Warranties/No Default.




          (a) By its execution hereof, the Borrower hereby certifies that (i) each of the
representations and warranties set forth in the Loan Agreement and the other Loan Documents is true
and correct as of the date hereof as if fully set forth herein unless such representations and
warranties relate to a specific date, in which case such representations and warranties shall be
true and correct as of such specific date and (ii) no Default or Event of Default has occurred and
is continuing as of the date hereof.




          (b) By its execution hereof, the Borrower represents and warrants that as of the date hereof
there are no claims or offsets against or defenses or counterclaims to any of the obligations of
the Borrower under the Loan Agreement or any other Loan Document.




          (c) By its execution hereof, the Borrower hereby represents and warrants that 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 other document executed in
connection herewith to which it is a party in accordance with their respective terms. 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 such document constitutes the
legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.




     7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT
TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.



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     8. Counterparts. This Amendment may be executed in separate counterparts, each of
which when executed and delivered is an original but all of which taken together constitute one and
the same instrument.



     9. Fax Transmission. A facsimile, telecopy 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 or other reproduction hereof.



[Signatures Pages Follow]




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



	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	GRAY TELEVISION, INC., as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan	 	 
	 	 	Title:      Senior Vice President and Chief Financial Officer






[Signature Pages Continue]




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GRAY TELEVISION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




	 	 	 	 	 	 	 
	 	 	SUBSIDIARY GUARANTORS:  
	 
	 	 	 	 	 	 
	 	 	WVLT-TV, INC., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan
	 	 	Title:      Vice President and Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	GRAY TELEVISION GROUP, INC., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan
	 	 	Title:      Treasurer
	 
	 	 	 	 	 	 
	 	 	GRAY TELEVISION LICENSEE, INC., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan
	 	 	Title:      Treasurer
	 
	 	 	 	 	 	 
	 	 	GRAY TEXAS L.P., as Guarantor
	 
	 	 	 	 	 	 
	 	 	By: GRAY TELEVISION GROUP, INC., its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan
	 	 	Title:      Treasurer
	 
	 	 	 	 	 	 
	 	 	GRAY TEXAS, LLC, as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James C. Ryan	 	 
	 

	 	 	 	 	 	 
	 	 	Name:    James C. Ryan
	 	 	Title:      Treasurer






[Signature Pages Continue]




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	 	 	ADMINISTRATIVE AGENT:  
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
and Lender and at the request of the Lenders party to the
Loan Agreement pursuant to the Authorizations
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joe Mynatt	 	 
	 

	 	 	 	 	 	 
	 	 	Name:     Joe Mynatt
	 	 	Title:       Director






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ANNEX A




FORM OF LENDER AUTHORIZATION




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AUTHORIZATION




                                               , 2005




Wachovia Bank, National Association

Charlotte Plaza, CP-8

201 South College Street

Charlotte, North Carolina 28288-0680

Attention: Syndication Agency Services





			
	     Re:	 	First Amendment dated as of October 28, 2005 (the “First Amendment”) to
the Fifth Amended and Restated Loan Agreement dated as of June 28, 2005 (as amended,
restated supplemented or otherwise modified from time to time, the “Loan
Agreement”) by and among Gray Television, Inc. (the “Borrower”), the banks
and financial institutions party thereto, as lenders (the “Lenders”), the
subsidiaries of the Borrower party thereto, as guarantors (the
“Guarantors”) and Wachovia Bank, National Association, as
administrative agent (the “Administrative Agent”).








     This letter acknowledges our receipt and review of the First Amendment in the form posted
on the Gray Television Intralinks Workspace. By executing this letter, we hereby approve the First
Amendment and authorize the Administrative Agent to execute and deliver the First Amendment on our
behalf.



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



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Insert name of applicable financial institution]
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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