On June 3, 2024, Gray Television, Inc. issued $1,250,000,000 in aggregate principal amount of its 10.500% Senior Secured First Lien Notes due 2029 (the ?Notes?) pursuant to an indenture, dated as of June 3, 2024, between the Gray, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the ?Indenture?). The Notes were issued at par. The Notes were offered and sold pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the ?Securities Act?).

The net proceeds from the Notes are being used, together with the net proceeds of up to $500 million of a new tranche F term loan and availability under its revolving credit facility, both under the Senior Credit Facility (as defined below), and cash on hand, to pre-pay Gray?s $1.2 billion tranche E term loan due January 2, 2026 under the Senior Credit Facility; repurchase in a tender offer any and all of its outstanding 5.875% senior notes due 2026; and pay all fees and expenses in connection with the offering. The terms of the Notes are governed by the Indenture. The Indenture contains covenants that limit the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into certain transactions with affiliates of the Company; (iv) enter into certain transactions that restrict distributions from restricted subsidiaries; (v) sell or otherwise dispose of assets; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company?s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company?s subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of important exceptions and qualifications. The Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of notes, as applicable, issued under such Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of notes.

The Notes mature on July 15, 2029. Interest accrues on the Notes from June 3, 2024, and is payable semiannually, on January 15 and July 15 of each year, beginning on January 15, 2025. The company may redeem some or all of the Notes at any time after July 15, 2026 at redemption prices specified in the Indenture.

The company may also redeem up to 40% of the aggregate principal amount of the Notes at 110.500% prior to July 15, 2026 using the net cash proceeds from certain equity offerings. In addition, the company may redeem some or all of the Notes at any time prior to July 15, 2026 at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus a make whole premium set forth in the Indenture. Prior to July 15, 2026, the company may redeem up to 10% of the original principal amount of the Notes (including any additional notes) in any twelve-month period, at a price equal to 103% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the redemption date.

If the company sell certain of assets or experience specific kinds of changes of control, the company must offer to repurchase the Notes. On June 4, 2024, the Company entered into a third amendment (the ?Third Amendment?) to its Fifth Amended and Restated Credit Agreement (as amended, including by the Third Amendment, the ?Senior Credit Facility?), dated as of December 1, 2021, by and among the Company, the guarantors party thereto, Wells Fargo Bank, National Association (?Wells Fargo?), as administrative agent, and the other agents and lenders party thereto. The Third Amendment, among other things, provides for (i) a new $500 million tranche F term loan (the ?Term Loan F?) and (ii) increased aggregate commitments under the Company?s existing $552.5 million revolving credit facility that matures December 31, 2027 by $127.5 million, and a concurrent termination of the separate commitments under a $72.5 million tranche of revolving commitments that matures on December 1, 2026, resulting in aggregate commitments under the revolving credit facility of $680 million (the ?Revolving Credit Facility?).

Proceeds from borrowings under the Term Loan F, together with the net proceeds of the Notes offering and cash on hand, were used to repay the Company?s existing term loan E due 2026, to finance the Tender Offer (as defined below) and to pay the related fees and expenses. The Term Loan F bears interest, at the option of the Company, at either the Secured Overnight Financing Rate (?SOFR?) plus an applicable margin or the Base Rate plus an applicable margin. ?Base Rate?

is defined as the greatest of (i) the administrative agent?s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) Adjusted Term SOFR (as defined in the Senior Credit Facility) for a one month tenor in effect on such day plus 1.0%. The Company?s applicable margin with respect to the Term Loan F is 5.25% for all SOFR borrowings and 4.25% for all Base Rate borrowings. The Term Loan F also requires the Company to make quarterly principal reductions of $1.250 million beginning September 30, 2024.

To the extent all or any portion of the Term Loan F is repaid or prepaid prior to one year of the effective date of the Third Amendment, a prepayment fee equal to 1.0% of the amount of the Term Loan F being repaid or prepaid will apply. The Term Loan F matures on June 4, 2029. The Revolving Credit Facility bears interest, at the option of the Company, based on SOFR plus 1.75%-2.75% or the Base Rate plus 0.75%-1.75%, in each case based on a first lien leverage ratio test as set forth in the Senior Credit Facility (the ?First Lien Leverage Ratio?).

The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, which rate may range from 0.375% to 0.500% on an annual basis, based on the First Lien Leverage Ratio and tranche of the Revolving Credit Facility.