8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 12, 2003 (June 9, 2003)

GRAY TELEVISION, INC.

(Exact Name of Registrant as Specified in its Charter)

Georgia

(State or Other Jurisdiction of Incorporation)

1- 13796	52-0285030
(Commission File Number)	(IRS Employer Identification No.)
4370 Peachtree Road, Atlanta, Georgia	30319
(Address of Principal Executive Offices)	(Zip Code)

(404) 504-9828

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

FIRST AMENDMENT TO LOAN AGREEMENT

PRESS RELEASE ISSUED 6/11/03

Item 5. Other Events

     On June 9, 2003, Gray Television, Inc. amended its existing senior credit facility. Gray issued a press release to disclose this amendment on June 11, 2003. Copies of the amendment and the related press release are hereby attached as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(a)	Financial Statements
	Not applicable.
(b)	Pro Forma Financial Information
	Not applicable.
(c)	Exhibits
	99.1	The First Amendment to Loan Agreement
	99.2	Press Release of Gray Television, Inc. issued June 11, 2003

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRAY TELEVISION, INC. (Registrant)
Dated: June 12, 2003	By:	/s/ James C. Ryan
		James C. Ryan, Senior Vice President and Chief Financial Officer

3 EX-99.1 3 g83361exv99w1.txt FIRST AMENDMENT TO LOAN AGREEMENT EXHIBIT 99.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of this 9th day of June, 2003, with an Effective Date as set forth in Section 5 hereof, by and among GRAY TELEVISION, INC., a Georgia corporation (the "Borrower"), the banks and lending institutions party to the Loan Agreement referred to below (the "Lenders"), 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 Fourth Amended and Restated Loan Agreement dated as of October 25, 2002, 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 now desire to amend the Loan Agreement in certain respects subject to the terms and conditions set forth below. 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) Amendments to Section 1.1. Section 1.1 ("Definitions") of the Loan Agreement is hereby amended by: (i) adding the phrase "or Incremental Facility Loans after the funding date thereof" after the phrase "Agreement Date" in the third line of the definition of "Commitment Ratio". (ii) amending and restating clause (c) of the definition of "Fixed Charges" as follows: "(c) all required principal payments due on the Term Loan or Incremental Facility Loan, as applicable, made pursuant to scheduled repayments under Section 2.7(b)(i) or the Notice of Incremental Facility Commitment, as applicable." 1 (b) Amendment to Section 2.7. Section 2.7 ("Prepayments and Repayments") of the Loan Agreement is hereby amended by adding the phrase "or Incremental Facility Loan, as applicable," after the phrase "Any Term Loan" in the next to last sentence of subsection (a) and in subsection (c). (c) Amendment to Section 2.15.Section 2.15 ("Incremental Facility Loans") of the Loan Agreement is hereby amended by: (i) deleting the reference to "$300,000,000" in subsection (a) and replacing it with "$675,000,000". (ii) amending and restating the proviso in clause (i) of subsection (d) as follows: "provided that if at any time the interest rate margin applicable to any Incremental Facility Loan exceeds the Applicable Margin then in effect with respect to any Advance under the Term Loan Commitment (as determined pursuant to Section 2.3(f)(ii) hereof) or any other Incremental Facility Commitment (as determined pursuant to the applicable Notice of Incremental Facility Commitment), as applicable, by more than 0.25%, then the Applicable Margin with respect to any such Advance under the Term Loan Commitment or such other Incremental Facility Commitment, as applicable, shall be automatically increased to a percentage 0.25% below the interest rate margin then applicable to the Incremental Facility Loan with the highest interest rate margin;" (d) Amendment to Section 11.5.Section 11.5 ("Assignment") of the Loan Agreement is hereby amended by: (i) inserting the phrase "or Incremental Facility Loans, as applicable," after the phrase "Term Loans" in the first sentence of subsection (b). (ii) inserting the phrase ", Incremental Facility Commitment" after each occurrence of the phrase "Revolving Credit Commitment" in clauses (i) and (ii) of subsection (b) and in subsections (d), (e) and (f). (iii) inserting the phrase "or Incremental Facility Loans, as applicable" after the phrase "Term Loans" and the phrase "Term Loan" in clause (ii) of subsection (b). 3. Waiver. Subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 5 hereof, the Administrative Agent and the Lenders agree to waive (a) the Event of Default arising due to the Borrower's non-compliance with the provisions of Section 5 of the Subsidiary Security Agreement resulting from the failure to provide written notice to the Administrative Agent at least thirty days prior to the effective date of name changes with respect to certain Subsidiaries of the Borrower and (b) any other Default or Event of Default arising directly as a result of such failure. 2 4. Agreement Regarding Incremental Term Loans Made on the Effective Date. The parties hereto agree that, notwithstanding the provisions of Section 2.15(a) of the Loan Agreement to the contrary, the Incremental Facility Loans funded on the Effective Date shall mature on December 31, 2010. Furthermore, the Borrower agrees that the proceeds of Incremental Facility Loan shall be used solely to prepay in full on the Effective Date the outstanding principal amount of the Term Loan. 5. Effectiveness. This Amendment shall become effective on the date (the "Effective Date") that each of the following conditions has been satisfied: (a) Amendment Documents. The Administrative Agent shall have received this Amendment executed by the Borrower and the Administrative Agent on behalf of itself and the other Required Lenders pursuant to authorization of even date. (b) Notice of Incremental Facility Commitment. The Administrative Agent shall have received a completed Notice of Incremental Facility Commitment providing for Incremental Facility Commitments totaling $375,000,000 and executed by the Borrower in form and substance satisfactory to the Administrative Agent. (c) Request for Advance. The Administrative Agent shall have received a completed Request for Advance executed by the Borrower in accordance with Section 2.2 of the Loan Agreement with respect to an Incremental Facility Advance in the principal amount of $375,000,000 to be funded on the Effective Date together with any applicable LIBOR indemnity agreement. (d) Notice of Prepayment. The Administrative Agent shall have received written notice from the Borrower in accordance with Section 2.7 of the Loan Agreement with respect to the repayment of the Term Loan on the Effective Date. (e) Loan Certificate. The Administrative Agent shall have received a loan certificate of the Borrower dated as of the Effective Date generally in the form of Exhibit K-1 to the Loan Agreement including a certificate of incumbency with respect to each Authorized Signatory of the Borrower (or a representation that each Authorized Signatory provided in the loan certificate delivered on the Agreement Date remains unchanged), together with a true, complete and correct copy of the corporate resolutions of the Borrower authorizing the Borrower to execute and deliver this Amendment, the Notice of Incremental Facility Commitment and the Incremental Facility Notes and to perform it obligations hereunder and thereunder. (f) Opinion. The Administrative Agent shall have received a legal opinion of Troutman Sanders LLP, corporate counsel to the Borrower and its Subsidiaries, addressed to each Lender and the Administrative Agent and dated as of the Effective Date which shall be in form and substance acceptable to the Administrative Agent, as to the due authorization, execution, delivery and enforceability of this Amendment, the Notice of Incremental Facility Commitment and the Incremental Facility Notes and such other matters as reasonably requested by the Administrative Agent. 3 (g) Other Fees and Expenses. The Administrative Agent shall have been reimbursed for all fees and out of pocket charges and other expenses incurred in connection with this Amendment and the transactions contemplated thereby (including, without limitation, the costs and expenses referred to in Section 8 hereof and in the Loan Agreement). (h) 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. 6. 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. 7. 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. 8. 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. 4 9. 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. 10. 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. 11. 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. 12. Acknowledgement by Subsidiary Guarantors. By their execution hereof, each of the Subsidiaries of the Borrower listed on the signature pages to this Amendment 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. [Signatures Pages Follow] 5 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] 6 SUBSIDIARY GUARANTORS: THE ALBANY HERALD PUBLISHING COMPANY, INC. GRAY TELEVISION OF INDIANA, INC. (f/k/a Gray Communications of Indiana, Inc.) GRAY TELEVISION OF TEXAS, INC. (f/k/a Gray Communications of Texas, Inc.) GRAY TELEVISION OF TEXAS-SHERMAN, INC. (f/k/a Gray Communications of Texas-Sherman, Inc.) GRAY KENTUCKY TELEVISION, INC. GRAY MIDAMERICA HOLDINGS, INC. GRAY REAL ESTATE & DEVELOPMENT COMPANY GRAY TELEVISION MANAGEMENT, INC. GRAY TRANSPORTATION COMPANY, INC. KOLN/KGIN, INC. KOLN/KGIN LICENSE, INC. KWTX-KBTX LICENSEE CORP. KWTX/KBTX L.P., by Gray Television of Texas, Inc., its General Partner KWTX-KBTX LP CORP. KXII LICENSEE CORP. KXII L.P., by Gray Television of Texas-Sherman, Inc., its General Partner KXII LP CORP. POST-CITIZEN MEDIA, INC. PORTA-PHONE PAGING LICENSEE CORP. WRDW-TV, INC. WRDW LICENSEE CORP. WJHG LICENSEE CORP. WEAU-TV, INC. WEAU LICENSEE CORP. WVLT-TV, INC. WVLT LICENSEE CORP. WCTV LICENSEE CORP. WYMT LICENSEE CORP. WKYT LICENSEE CORP. WITN-TV, INC. WITN LICENSEE CORP. By: /s/ James C. Ryan ------------------------------------------------------- Name: James C. Ryan Title: Senior Vice President and Chief Financial Officer [Signature Pages Continue] SUBSIDIARY GUARANTORS (CONT.) GRAY DIGITAL, INC. GULF LINK COMMUNICATIONS, INC. GRAY FLORIDA HOLDINGS, INC. GRAY PUBLISHING, INC. KOLO LICENSEE CORP. GRAY TELEVISION OF NEVADA, INC. GRAY MIDAMERICA TELEVISION, INC. (f/k/a Stations Holding Company, Inc.) GRAY MIDAMERICA TV, INC. (f/k/a Benedek Broadcasting Corporation) GRAY MIDAMERICA TV LICENSEE CORP. (f/k/a Benedek License Corporation) GRAY MIDAMERICA CABLE, INC. (f/k/a Benedek Cable, Inc.) GRAY MIDAMERICA TV INTERACTIVE MEDIA, LLC (f/k/a Benedek Interactive Media, LLC) By: /s/ James C. Ryan ------------------------------------------------------- Name: James C. Ryan Title: Senior Vice President and Chief Financial Officer [Signature Pages Continue] ADMINISTRATIVE AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender on behalf of itself and the Required Lenders By: /s/ Jeffrey M. Graci ------------------------------------------------------- Name: Jeffrey M. Graci Title: Director EX-99.2 4 g83361exv99w2.txt PRESS RELEASE ISSUED 6/11/03 EXHIBIT 99.2 GRAY Television, Inc. - -------------------------------------------------------------------------------- NEWS RELEASE JUNE 11, 2003 GRAY TELEVISION, INC. AMENDS INTEREST RATE ON ITS EXISTING TERM LOAN Gray Television, Inc. (NYSE: GTN and GTN.A) announced today that it has amended its existing senior credit facility to reduce the interest rate on its $375 million term loan. The amendment reduces Gray's current interest rate by 0.5% or a current savings of approximately $1.8 million annually. Gray's borrowing capacity, loan maturity dates, loan covenants and other terms of the senior credit facility remain unchanged by the amendment. The amended interest pricing on the term loan is presented below with certain terms as defined in the loan agreement. Gray's interest rate is dependent upon its leverage ratio and is determined at the option of Gray based on the lender's base rate (generally reflecting the lenders prime rate) plus the specified margin or the London Interbank Offered Rate ("LIBOR") plus the specified margin.

Applicable Margin for Applicable Margin for Total Leverage Ratio Base Rate Advances LIBOR Advances -------------------- --------------------- --------------------- Greater than or equal to 6.0:1.0 1.250% 2.500% Less than 6.0:1.0 1.000% 2.250%

Gray's current interest rate on the term loan is LIBOR plus the margin of 2.25% for a total rate of approximately 3.53%. Gray Television, Inc. is a communications company headquartered in Atlanta, Georgia, and currently operates 15 CBS-affiliated television stations, seven NBC-affiliated television stations, seven ABC-affiliated television stations and four daily newspapers. FOR INFORMATION CONTACT: BOB PRATHER JIM RYAN PRESIDENT CHIEF FINANCIAL OFFICER (404) 266-8333 (404) 504-9828 4370 Peachtree Road, NE * Atlanta, GA 30319 (404) 504-9828 * Fax (404) 261-9607 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                   EXHIBIT 99.1

                       FIRST AMENDMENT TO LOAN AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into as of this 9th day of June, 2003, with an Effective Date as set
forth in Section 5 hereof, by and among GRAY TELEVISION, INC., a Georgia
corporation (the "Borrower"), the banks and lending institutions party to the
Loan Agreement referred to below (the "Lenders"), 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 Fourth Amended and Restated Loan Agreement dated as of October
25, 2002, 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 now desire to amend the Loan Agreement in certain respects
subject to the terms and conditions set forth below.

         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) Amendments to Section 1.1. Section 1.1 ("Definitions") of
the Loan Agreement is hereby amended by:

                           (i) adding the phrase "or Incremental Facility Loans
after the funding date thereof" after the phrase "Agreement Date" in the third
line of the definition of "Commitment Ratio".

                           (ii) amending and restating clause (c) of the
definition of "Fixed Charges" as follows:

                           "(c) all required principal payments due on the Term
                           Loan or Incremental Facility Loan, as applicable,
                           made pursuant to scheduled repayments under Section
                           2.7(b)(i) or the Notice of Incremental Facility
                           Commitment, as applicable."


                                       1


                  (b) Amendment to Section 2.7. Section 2.7 ("Prepayments and
Repayments") of the Loan Agreement is hereby amended by adding the phrase "or
Incremental Facility Loan, as applicable," after the phrase "Any Term Loan" in
the next to last sentence of subsection (a) and in subsection (c).

                  (c) Amendment to Section 2.15.Section 2.15 ("Incremental
Facility Loans") of the Loan Agreement is hereby amended by:

                           (i) deleting the reference to "$300,000,000" in
subsection (a) and replacing it with "$675,000,000".

                           (ii) amending and restating the proviso in clause
(i) of subsection (d) as follows:

                           "provided that if at any time the interest rate
                           margin applicable to any Incremental Facility Loan
                           exceeds the Applicable Margin then in effect with
                           respect to any Advance under the Term Loan
                           Commitment (as determined pursuant to Section
                           2.3(f)(ii) hereof) or any other Incremental Facility
                           Commitment (as determined pursuant to the applicable
                           Notice of Incremental Facility Commitment), as
                           applicable, by more than 0.25%, then the Applicable
                           Margin with respect to any such Advance under the
                           Term Loan Commitment or such other Incremental
                           Facility Commitment, as applicable, shall be
                           automatically increased to a percentage 0.25% below
                           the interest rate margin then applicable to the
                           Incremental Facility Loan with the highest interest
                           rate margin;"

                  (d) Amendment to Section 11.5.Section 11.5 ("Assignment") of
the Loan Agreement is hereby amended by:

                           (i) inserting the phrase "or Incremental Facility
Loans, as applicable," after the phrase "Term Loans" in the first sentence of
subsection (b).

                           (ii) inserting the phrase ", Incremental Facility
Commitment" after each occurrence of the phrase "Revolving Credit Commitment"
in clauses (i) and (ii) of subsection (b) and in subsections (d), (e) and (f).

                           (iii) inserting the phrase "or Incremental Facility
Loans, as applicable" after the phrase "Term Loans" and the phrase "Term Loan"
in clause (ii) of subsection (b).

                  3. Waiver. Subject to the terms and conditions hereof,
including, without limitation, the conditions to effectiveness set forth in
Section 5 hereof, the Administrative Agent and the Lenders agree to waive (a)
the Event of Default arising due to the Borrower's non-compliance with the
provisions of Section 5 of the Subsidiary Security Agreement resulting from the
failure to provide written notice to the Administrative Agent at least thirty
days prior to the effective date of name changes with respect to certain
Subsidiaries of the Borrower and (b) any other Default or Event of Default
arising directly as a result of such failure.


                                       2


                  4. Agreement Regarding Incremental Term Loans Made on the
Effective Date. The parties hereto agree that, notwithstanding the provisions
of Section 2.15(a) of the Loan Agreement to the contrary, the Incremental
Facility Loans funded on the Effective Date shall mature on December 31, 2010.
Furthermore, the Borrower agrees that the proceeds of Incremental Facility Loan
shall be used solely to prepay in full on the Effective Date the outstanding
principal amount of the Term Loan.

                  5. Effectiveness. This Amendment shall become effective on
the date (the "Effective Date") that each of the following conditions has been
satisfied:

                           (a) Amendment Documents. The Administrative Agent
shall have received this Amendment executed by the Borrower and the
Administrative Agent on behalf of itself and the other Required Lenders
pursuant to authorization of even date.

                           (b) Notice of Incremental Facility Commitment. The
Administrative Agent shall have received a completed Notice of Incremental
Facility Commitment providing for Incremental Facility Commitments totaling
$375,000,000 and executed by the Borrower in form and substance satisfactory to
the Administrative Agent.

                           (c) Request for Advance. The Administrative Agent
shall have received a completed Request for Advance executed by the Borrower in
accordance with Section 2.2 of the Loan Agreement with respect to an
Incremental Facility Advance in the principal amount of $375,000,000 to be
funded on the Effective Date together with any applicable LIBOR indemnity
agreement.

                           (d) Notice of Prepayment. The Administrative Agent
shall have received written notice from the Borrower in accordance with Section
2.7 of the Loan Agreement with respect to the repayment of the Term Loan on the
Effective Date.

                           (e) Loan Certificate. The Administrative Agent shall
have received a loan certificate of the Borrower dated as of the Effective Date
generally in the form of Exhibit K-1 to the Loan Agreement including a
certificate of incumbency with respect to each Authorized Signatory of the
Borrower (or a representation that each Authorized Signatory provided in the
loan certificate delivered on the Agreement Date remains unchanged), together
with a true, complete and correct copy of the corporate resolutions of the
Borrower authorizing the Borrower to execute and deliver this Amendment, the
Notice of Incremental Facility Commitment and the Incremental Facility Notes
and to perform it obligations hereunder and thereunder.

                           (f) Opinion. The Administrative Agent shall have
received a legal opinion of Troutman Sanders LLP, corporate counsel to the
Borrower and its Subsidiaries, addressed to each Lender and the Administrative
Agent and dated as of the Effective Date which shall be in form and substance
acceptable to the Administrative Agent, as to the due authorization, execution,
delivery and enforceability of this Amendment, the Notice of Incremental
Facility Commitment and the Incremental Facility Notes and such other matters
as reasonably requested by the Administrative Agent.


                                       3


                           (g) Other Fees and Expenses. The Administrative
Agent shall have been reimbursed for all fees and out of pocket charges and
other expenses incurred in connection with this Amendment and the transactions
contemplated thereby (including, without limitation, the costs and expenses
referred to in Section 8 hereof and in the Loan Agreement).

                           (h) 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.

                  6. 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.

                  7. 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.

                  8. 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.


                                       4


                  9. 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.

                  10. 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.

                  11. 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.

                  12. Acknowledgement by Subsidiary Guarantors. By their
execution hereof, each of the Subsidiaries of the Borrower listed on the
signature pages to this Amendment 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.

                           [Signatures Pages Follow]


                                       5


         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]


                                       6


                      SUBSIDIARY GUARANTORS:

                      THE ALBANY HERALD PUBLISHING COMPANY, INC.
                      GRAY TELEVISION OF INDIANA, INC. (f/k/a Gray
                       Communications of Indiana, Inc.)
                      GRAY TELEVISION OF TEXAS, INC. (f/k/a Gray
                       Communications of Texas, Inc.)
                      GRAY TELEVISION OF TEXAS-SHERMAN, INC. (f/k/a
                       Gray Communications of Texas-Sherman, Inc.)
                      GRAY KENTUCKY TELEVISION, INC.
                      GRAY MIDAMERICA HOLDINGS, INC.
                      GRAY REAL ESTATE & DEVELOPMENT COMPANY
                      GRAY TELEVISION MANAGEMENT, INC.
                      GRAY TRANSPORTATION COMPANY, INC.
                      KOLN/KGIN, INC.
                      KOLN/KGIN LICENSE, INC.
                      KWTX-KBTX LICENSEE CORP.
                      KWTX/KBTX L.P., by Gray Television of Texas, Inc., its
                       General Partner
                      KWTX-KBTX LP CORP.
                      KXII LICENSEE CORP.
                      KXII L.P., by Gray Television of Texas-Sherman, Inc., its
                       General Partner
                      KXII LP CORP.
                      POST-CITIZEN MEDIA, INC.
                      PORTA-PHONE PAGING LICENSEE CORP.
                      WRDW-TV, INC.
                      WRDW LICENSEE CORP.
                      WJHG LICENSEE CORP.
                      WEAU-TV, INC.
                      WEAU LICENSEE CORP.
                      WVLT-TV, INC.
                      WVLT LICENSEE CORP.
                      WCTV LICENSEE CORP.
                      WYMT LICENSEE CORP.
                      WKYT LICENSEE CORP.
                      WITN-TV, INC.
                      WITN LICENSEE CORP.



                      By:     /s/ James C. Ryan
                         -------------------------------------------------------
                      Name:  James C. Ryan
                      Title: Senior Vice President and Chief Financial Officer

                           [Signature Pages Continue]




                      SUBSIDIARY GUARANTORS (CONT.)

                      GRAY DIGITAL, INC.
                      GULF LINK COMMUNICATIONS, INC.
                      GRAY FLORIDA HOLDINGS, INC.
                      GRAY PUBLISHING, INC.
                      KOLO LICENSEE CORP.
                      GRAY TELEVISION OF NEVADA, INC.
                      GRAY MIDAMERICA TELEVISION, INC. (f/k/a Stations
                       Holding Company, Inc.)
                      GRAY MIDAMERICA TV, INC. (f/k/a Benedek
                       Broadcasting Corporation)
                      GRAY MIDAMERICA TV LICENSEE CORP. (f/k/a
                       Benedek License Corporation)
                      GRAY MIDAMERICA CABLE, INC. (f/k/a Benedek
                       Cable, Inc.)
                      GRAY MIDAMERICA TV INTERACTIVE MEDIA, LLC
                       (f/k/a Benedek Interactive Media, LLC)



                      By:    /s/ James C. Ryan
                         -------------------------------------------------------
                      Name:  James C. Ryan
                      Title: Senior Vice President and Chief Financial Officer

                           [Signature Pages Continue]




                     ADMINISTRATIVE AGENT:

                     WACHOVIA BANK, NATIONAL ASSOCIATION, as
                     Administrative Agent and Lender on behalf of itself and the
                     Required Lenders



                     By: /s/ Jeffrey M. Graci
                        -------------------------------------------------------
                     Name:  Jeffrey M. Graci
                     Title: Director

EX-99.2

                                                                   EXHIBIT 99.2
GRAY
Television, Inc.
- --------------------------------------------------------------------------------

          NEWS RELEASE                               JUNE 11, 2003

                             GRAY TELEVISION, INC.
                 AMENDS INTEREST RATE ON ITS EXISTING TERM LOAN

         Gray Television, Inc. (NYSE: GTN and GTN.A) announced today that it
has amended its existing senior credit facility to reduce the interest rate on
its $375 million term loan. The amendment reduces Gray's current interest rate
by 0.5% or a current savings of approximately $1.8 million annually.

         Gray's borrowing capacity, loan maturity dates, loan covenants and
other terms of the senior credit facility remain unchanged by the amendment.

         The amended interest pricing on the term loan is presented below with
certain terms as defined in the loan agreement. Gray's interest rate is
dependent upon its leverage ratio and is determined at the option of Gray based
on the lender's base rate (generally reflecting the lenders prime rate) plus
the specified margin or the London Interbank Offered Rate ("LIBOR") plus the
specified margin.



                                                         Applicable Margin for            Applicable Margin for
               Total Leverage Ratio                        Base Rate Advances                LIBOR Advances
               --------------------                      ---------------------            ---------------------
                                                                                    

          Greater than or equal to 6.0:1.0                       1.250%                          2.500%

          Less than 6.0:1.0                                      1.000%                          2.250%


         Gray's current interest rate on the term loan is LIBOR plus the margin
of 2.25% for a total rate of approximately 3.53%.

         Gray Television, Inc. is a communications company headquartered in
Atlanta, Georgia, and currently operates 15 CBS-affiliated television stations,
seven NBC-affiliated television stations, seven ABC-affiliated television
stations and four daily newspapers.

         FOR INFORMATION CONTACT:
         BOB PRATHER                                JIM RYAN
         PRESIDENT                                  CHIEF FINANCIAL OFFICER
         (404) 266-8333                             (404) 504-9828

                  4370 Peachtree Road, NE * Atlanta, GA 30319
                      (404) 504-9828 * Fax (404) 261-9607