GRAY TELEVISION, INC. (NYSE:GTN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On February 7, 2017 (the Closing Date), Gray Television, Inc.
(the Company), as borrower, amended and restated its credit
agreement (the New Credit Facility), with Wells Fargo Bank,
National Association (Wells Fargo), as administrative agent, Bank
of America, N.A. (Bank of America), as syndication agent, and the
other agents and lenders party thereto, to a restatement
agreement, dated as of February 7, 2017, by and among the
Company, the guarantors party thereto, Wells Fargo, as
administrative agent, and the other lenders and agents party
thereto (the Restatement Agreement).

The New Credit Facility provides total commitments of $656.4
million, consisting of a $556.4 million term loan facility (the
Term Loan) and a $100.0 million revolving credit facility (the
Revolving Credit Facility). Amounts outstanding under the Term
Loan were used to repay amounts under the Companys prior term
loan.

Term Loan borrowings bear interest, at the option of the Company,
at either the London Interbank Offered Rate (LIBOR) plus an
applicable margin or the Base Rate (as defined below) plus an
applicable margin. Until the Companys results for the quarter
ending September 30, 2017 have been certified, the applicable
margin will be 2.50% for all LIBOR borrowings and 1.50% for all
Base Rate borrowings (the Initial Applicable Margin). Thereafter,
(i) if the leverage ratio as set forth in the New Credit Facility
(the Leverage Ratio) is less than or equal to 5.25 to 1.00, the
applicable margin will be 2.25% for all LIBOR borrowings and
1.25% for all Base Rate borrowings and (ii) if the Leverage Ratio
is greater than 5.25 to 1.00, the Initial Applicable Margin will
apply. The current interest rate on the Term Loan borrowings is
LIBOR plus 2.50%. The Term Loan also requires the Company to make
quarterly principal reductions of $1.391 million beginning March
31, 2017.

Borrowings under the Revolving Credit Facility bear interest, at
the option of the Company, based on LIBOR plus 1.50%-2.00% or the
Base Rate plus 0.50%-1.00%, in each case based on a first lien
leverage ratio test as set forth in the New Credit Facility (the
First Lien Leverage Ratio). Base Rate is defined as the greatest
of (i) the administrative agents prime rate, (ii) the overnight
federal funds rate plus 0.50% and (iii) LIBOR plus 1.00%. 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 0.50% on an annual basis, based on the First
Lien Leverage Ratio.

The Revolving Credit Facility matures on February 7, 2022, and
the Term Loan matures on February 7, 2024.

The Companys obligations under the New Credit Facility are
secured by substantially all of the assets of the Company and
substantially all of its subsidiaries, excluding real estate. In
addition, substantially all of the Companys subsidiaries are
joint and several guarantors of those obligations and the
Companys ownership interests in those subsidiaries are pledged to
collateralize its obligations under the New Credit Facility. The
New Credit Facility contains affirmative and restrictive
covenants that the Company must comply with, including (a)
limitations on additional indebtedness, (b) limitations on liens,
(c) limitations on the sale of assets, (d) limitations on
guarantees, (e) limitations on investments and acquisitions, (f)
limitations on the payment of dividends and share repurchases,
(g) limitations on mergers, and (h) at all times at which amounts
are outstanding under the Revolving Credit Facility, maintenance
of a First Lien Leverage Ratio not to exceed certain maximum
limits, as well as other customary covenants for credit
facilities of this type.

The Company has various relationships with Wells Fargo and Bank
of America and their respective affiliates, including as agents
and lenders under the Companys prior credit facility. In
addition, some of the other agents and the lenders under the New
Credit Facility, or their respective affiliates, have had in the
past, and may have, in the future, various relationships with the
Company involving the provision of financial or other advisory
services, including cash management, investment banking and
brokerage services. These agents and lenders under the New Credit
Facility, or their respective affiliates, have received, and may
in the future receive, customary principal and interest payments,
fees and expenses for these services.

The foregoing description of the New Credit Facility is qualified
in its entirety by reference to the complete text of the
Restatement Agreement and the New Credit Facility, copies of
which are attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information contained in Item 1.01 above is hereby
incorporated by reference.

Item 8.01. Other Events.

On February 6, 2017, the Company issued a press release
announcing anticipated proceeds resulting from the Federal
Communication Commissions recently completed auction for
broadcast spectrum. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About GRAY TELEVISION, INC. (NYSE:GTN)

Gray Television, Inc. is a television broadcast company. The Company owns and operates television stations and digital assets in markets across the United States. The Company owns and/or operates television stations in approximately 50 television markets broadcasting over 180 separate programming streams, including approximately 40 affiliates of the CBS Network (CBS), over 30 affiliates of the NBC Network (NBC), approximately 20 affiliates of the ABC Network (ABC) and over 10 affiliates of the FOX Network (FOX). Along with primary broadcast channels, the Company can also broadcast secondary digital channels within a market. Its secondary digital channels are generally affiliated with networks different from those affiliated with its primary broadcast channels. It also broadcasts local news/weather channels in certain of its existing markets. Its television stations include WVLT and WBXX in Knoxville, Tennessee; WOWT in Omaha, Nebraska, and WDBJ in Roanoke-Lynchburg, Virginia.

GRAY TELEVISION, INC. (NYSE:GTN) Recent Trading Information

GRAY TELEVISION, INC. (NYSE:GTN) closed its last trading session up +0.08 at 12.60 with 729,599 shares trading hands.