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                                                                    EXHIBIT 10.7



            AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT

                  The Separation and Distribution Agreement (the "Agreement")
dated as of August 2, 2005, by and between Gray Television, Inc., a Georgia
corporation ("Gray"), and Triple Crown Media, Inc., a Delaware corporation
("TCM") is hereby amended as follows:

          The following new Section 6.7 is added:

                   "Section 6.7     Acquisition of Michiana Telecasting Corp.

                   If, prior to the Separation, and in connection with Gray's
                   acquisition of Michiana Telecasting Corp., an Indiana
                   corporation ("Michiana"), Gray Publishing (a) sells The
                   Goshen News, the net proceeds from the sale will be retained
                   by Gray Publishing in the Separation, or (b) swaps The Goshen
                   News for another newspaper, that newspaper will be retained
                   by Gray Publishing in the Separation, and as a result will be
                   an asset of TCM following the Separation. If, after the
                   Separation, Gray acquires Michiana, TCM shall cause Gray
                   Publishing to sell The Goshen News or swap The Goshen News
                   for another newspaper, which would not result in a violation
                   of the FCC's cross ownership rules, upon the written request
                   of Gray (the "Written Request"); provided that such request
                   is made in connection with Gray's acquisition of Michiana and
                   is necessary to comply with the FCC's cross ownership rules.
                   The Written Request shall specify the date by which the sale
                   or swap must be completed, which date shall not be less than
                   60 days from the date of the Written Request."

         Section 7.2 is amended to read as follows:

                  "TCM shall indemnify, defend, and hold harmless Gray and its
                  Subsidiaries, and each of their respective directors,
                  officers, employees, counsel, and agents (the "Gray
                  Indemnitees") from and against any and all Indemnifiable
                  Losses incurred or suffered by any Gray Indemnitee in
                  connection with any Action or threatened Action and arising
                  out of or due to, directly or indirectly, (i) the Newspaper
                  Publishing Business, (ii) Graylink Wireless Business, (iii)
                  the Assigned Contracts, (iv) the Assigned Real Property, or
                  (v) any failure to perform, or violation of, any provision of
                  this Agreement or any Ancillary Agreement that is to be
                  performed or complied with by TCM or its Subsidiaries,
                  including any failure by TCM to cause Gray Publishing to sell
                  or swap The Goshen News within the time period specified in a
                  Written Request."

          Except as provided in this Amendment No. 1 to Separation and
Distribution Agreement, the Agreement shall remain in effect without any change.

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                  IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment No. 1 to Separation and Distribution Agreement effective as of
November 18, 2005.

                             GRAY TELEVISION, INC.



                             By: /s/ Robert S. Prather, Jr.
                                 ----------------------------------------------
                                 Name: Robert S. Prather, Jr.
                                 Title: President and Chief Operating Officer



                             TRIPLE CROWN MEDIA, INC.



                             By: /s/ James C. Ryan
                                 ----------------------------------------------
                                 Name: James C. Ryan
                                 Title: Chief Financial Officer and Secretary