EX-4.2




 Exhibit 4.2 

FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 1, 2021, among Dynamic Captioning LLC
(the “New Guarantor”), a subsidiary of Gray Television, Inc. (or its successor), a Georgia corporation (the “Company”), the Company and U.S. Bank National Association, a national association under the laws of the
United States, as trustee under the indenture referred to below (the “Trustee”). 
 WITNESSETH: 

WHEREAS, the Company and certain subsidiaries of the Company existing as such on October 19, 2020 have heretofore executed and delivered
to the Trustee an Indenture (the “Indenture”), dated as of October 19, 2020, providing for the issuance of an aggregate principal amount of $800,000,000 of 4.750% Senior Notes due 2030 (the “Notes”); 

WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth
herein; 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the New Guarantor are authorized to execute
and deliver this Supplemental Indenture; and 
 WHEREAS, the Company and the New Guarantor have duly authorized the execution and delivery
of this Supplemental Indenture and all things necessary to make this Supplemental Indenture when executed by each of them a valid and binding agreement of the Company, the Subsidiary Guarantors and the New Guarantor have been done and performed;

 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Guarantor, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 

1.    Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with the Subsidiary
Guarantors, to unconditionally guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture
and the Notes. 
 2.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 











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

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

5.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. 
 6.    Effect of Headings. The
Section headings herein are for convenience only and shall not affect the construction thereof. 
 7.    Execution
and Delivery. Each New Guarantor agrees that its Subsidiary Guarantee set forth in Article XI of the Indenture shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Subsidiary
Guarantee. 











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

			
	DYNAMIC CAPTIONING LLC
		
	By:	 	     /s/ James C. Ryan

	Name: James C. Ryan
	Title: Treasurer
	
	GRAY TELEVISION, INC.
		
	By:	 	     /s/ James C. Ryan

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


 [Signature Page to First Supplemental Indenture to October 2020 Indenture] 











 
			
	U.S. BANK NATIONAL ASSOCIATION,
as Trustee
		
	By:	 	     /s/ Felicia H. Powell

	Name: Felicia H. Powell
	Title:   Vice President


 [Signature Page to First Supplemental Indenture to October 2020 Indenture]