EXHIBIT 4.3
[FORM OF FACE OF ADDITIONAL NOTE]
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.
No. N- $
9 1/4% Senior Subordinated Note due 2011
CUSIP No. 389375AA4
Gray Television, Inc., a Georgia corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum listed on the Schedule of Increases or
Decreases in Global Note attached hereto on December 15, 2011.
Interest Payment Dates: June 15 and December 15.
Record Dates: June 1 and December 1.
Additional provisions of this Note are set forth on the other side of this Note.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.
Dated:
GRAY TELEVISION, INC.
By
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Name:
Title:
By
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Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 9 1/4% Senior Subordinated Notes
due 2011 referred to in the Indenture.
Dated:
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By
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Authorized Signatory
[FORM OF REVERSE SIDE OF ADDITIONAL NOTE]
9 1/4% Senior Subordinated Note Due 2011
1. Interest
Gray Television, Inc., a Georgia corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Note at the rate per annum shown above. The Company shall pay interest
semiannually on June 15 or December 15 of each year (or if such day is not a
Business Day on the next succeeding Business Day). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid or duly provided for, from December 21, 2001 until the
principal hereof is due. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The Company shall pay cash interest on overdue
principal at the rate borne by the Notes plus 1% per annum, and it shall pay
interest on overdue installments of interest at the same rate to the extent
lawful.
2. Method of Payment
The Company shall pay interest on the Notes (except defaulted interest) to the
Persons who are registered Holders at the close of business on the June 1 or
December 1 next preceding the interest payment date even if Notes are canceled
after the record date and on or before the interest payment date. Holders must
surrender Notes to a Paying Agent to collect principal payments. The Company
shall pay principal, premium and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium and interest) shall be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company. The Company will make all payments in respect of a certificated Note
(including principal, premium and interest), by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on
the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).
3. Paying Agent and Registrar
The Company initially appoints Deutsche Bank Trust Company Americas, a national
association under the laws of the United States (the "Trustee"), as Registrar,
Paying Agent and agent for service of notices and demands in connection with the
Notes. If the Company fails to appoint or maintain a Registrar and/or Paying
Agent, the Trustee shall act as such.
4. Indenture
The Company issued the Notes under an Indenture dated as of December 15, 2001
(the "Indenture"), among the Company, the subsidiaries of the Company, as
guarantors (the "Subsidiary Guarantors"), and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date of the Indenture (the "TIA"). Capitalized terms used
herein and not defined herein have the meanings assigned thereto in the
Indenture. The Notes are subject to all terms and provisions of the Indenture,
and Holders are referred to the Indenture and the TIA for a statement of such
terms and provisions.
The Notes are senior subordinated unsecured obligations of the Company limited
to $280,000,000 aggregate principal amount at any one time outstanding (subject
to Section 2.07 of the Indenture). This Note is one of the Initial Notes,
Additional Notes or Exchange Notes referred to in the Indenture. The Notes
include the Initial Notes, Additional Notes and any Exchange Notes and Private
Exchange Notes issued in exchange for Initial Notes or Additional Notes. The
Initial Notes, Additional Notes, Exchange Notes and Private Exchange Notes are
treated as a single class of notes under the Indenture. The Indenture imposes
certain limitations on the ability of the Company and its Subsidiaries to, among
other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Indebtedness, enter into consensual
restrictions upon the payment of certain dividends and distributions by
Subsidiaries, enter into or permit certain transactions with Affiliates and
Asset Sales. The Indenture also imposes limitations on the ability of the
Company to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of the property of the Company.
To guarantee the due and punctual payment of the principal and interest on the
Notes and all other amounts payable by the Company under the Indenture and the
Notes when and as the same shall be due and payable, whether, by acceleration or
otherwise, according to the terms of the Notes and the Indenture, the Subsidiary
Guarantors jointly and severally, unconditionally guarantee the Obligations of
the Company under the Indenture and the Notes on a senior subordinated basis
pursuant to the terms of the Indenture.
5. Optional Redemption
Except as described below in this Section 5, the Notes are not redeemable at the
Company's option prior to December 15, 2006. On and after such date, the Notes
will be subject to redemption at the option of the Company, in whole or in part,
at the redemption prices (expressed as percentages of the principal amount of
the Notes) set forth below, plus accrued and unpaid interest to the date fixed
for redemption, if redeemed during the twelve-month period beginning on December
15, of the years indicated below.
YEAR PERCENTAGE
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2006..................................................... 104.625%
2007..................................................... 103.083%
2008..................................................... 101.542%
2009 and thereafter...................................... 100.000%
Notwithstanding the foregoing, at any time prior to December 15, 2004, the
Company may, at its option, use the net proceeds of one or more Public Equity
Offerings to redeem up to 35% of the aggregate principal amount of the Notes
originally issued at a redemption price equal to 109.250% of the principal
amount thereof, together with accrued and unpaid interest to the date fixed for
redemption; provided, however, that at least $117.0 million in aggregate
principal amount of the Notes remains outstanding immediately after any such
redemption.
At any time prior to December 15, 2006, the Notes may be redeemed as a whole but
not in part at the option of the Company, upon not less than 30 or more than 60
days' prior notice mailed by first-class mail to each holder's registered
address, at a redemption price equal to 100% of the principal amount thereof
plus the Make Whole Premium as of, and accrued but unpaid interest, if any, to,
the redemption date, subject to the right of holders on the relevant record date
to receive interest due on the relevant interest payment date.
"Make Whole Premium" means with respect to a Note at any redemption date, the
greater of (i) 1.0% of the principal amount of such Note or (ii) the excess of
(A) the present value of (1) the redemption price of such Note at December 15,
2006 (such redemption price being set forth in the table above) plus (2) all
required interest payments due on such Note through December 15, 2006, computed
using a discount rate equal to the Treasury Rate plus 50 basis points, over (B)
the then-outstanding principal amount of such Note.
"Treasury Rate" means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H. 15(519) which has
become publicly available at least two Business Days prior to the redemption
date or, if such Statistical Release is no longer published, any publicly
available source or similar market data) most nearly equal to the period from
the redemption date to December 15, 2006; provided, however, that if the period
from the redemption date to December 15, 2006 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the period from the redemption date to December 15, 2006 is less than
one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used.
6. Sinking Fund
The Notes are not subject to any sinking fund.
7. Notice of Redemption
Notice of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes that are to
be redeemed at his or her registered address. Notes in denominations larger than
$1,000 of principal amount may be redeemed in part but only in whole multiples
of $1,000 of principal amount. If money sufficient to pay the redemption price
of and accrued and unpaid interest and liquidated damages, if any, on all Notes
(or portions thereof) to be redeemed on the redemption date is deposited with
the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.
8. Repurchase of Notes at the Option of Holders upon Change of
Control
Upon a Change of Control, each Holder of Notes will have the right, subject to
certain conditions specified in the Indenture, to require the Company to
repurchase all or any part of such holder's Notes at a purchase price in cash
equal to 101% of the principal amount on the Change of Control Purchase Date,
plus accrued and unpaid interest, if any, to the Change of Control Purchase Date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), as provided in, and
subject to the terms of, the Indenture.
9. Subordination
The Notes are subordinated to Senior Debt. To the extent provided in the
Indenture, Senior Debt must be paid before the Notes may be paid. The Company
and each Subsidiary Guarantor agrees, and each Holder by accepting a Note
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.
10. Denominations; Transfer; Exchange
The Notes are in registered form without coupons in denominations of $1,000 and
whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance
with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
selected for redemption (except, in the case of a Note to be redeemed in part,
the portion of the Note not to be redeemed) or to transfer or exchange any Notes
for a period of 15 days prior to a selection of Notes to be redeemed.
11. Persons Deemed Owners
The registered Holder of this Note may be treated as the owner of it for all
purposes.
12. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
13. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate some of or
all its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money
or U.S. Government Obligations for the payment of principal and interest on the
Notes to redemption or maturity, as the case may be.
14. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes) and (ii) any existing Default or Event of Default or
noncompliance with any provision of the Indenture or the Notes may be waived
with the consent of Holders of at least a majority in principal amount of the
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes). Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company, the Subsidiary
Guarantors and the Trustee may amend the Indenture or the Notes to: (i) cure any
ambiguity, defect or inconsistency; (ii) provide for uncertificated Notes in
addition to or in place of certificated Notes; (iii) provide for the assumption
of the Company's obligations to the Holders in the event of any Disposition
involving the Company that is permitted under Article V of the Indenture in
which the Company is not the Surviving Person; (iv) make any change that would
provide any additional rights or benefits to Holders or does not adversely
affect the interests of any Holder; (v) comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the TIA; (vi) add additional Subsidiary Guarantors pursuant to Section
4.17 of the Indenture; (vii) provide for the issuance of Exchange Notes or
Private Exchange Notes, subject to the provisions of the Indenture; or (viii)
provide for the issuance of Additional Notes as permitted by Section 2.16 of the
Indenture.
15. Defaults and Remedies
If any Event of Default (other than an Event of Default specified under Section
6.01(a)(ix) or (x) of the Indenture with respect to the Company or any
Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may, and the Trustee
at the request of such Holders shall, declare all the Notes to be due and
payable immediately. In the case of any Event of Default arising from the events
specified in Section 6.01(a)(ix) or (x) of the Indenture with respect to the
Company or any Subsidiary Guarantor occurs, the principal of, premium, if any,
and accrued and unpaid interest on all outstanding Notes shall ipso facto become
immediately due and payable without further action or Notice. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Notes may rescind any such acceleration with respect to the Notes and its
consequences.
If an Event of Default occurs and is continuing, the Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any Holders unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to it against any loss, liability or expense.
Except to enforce the right to receive payment of principal, premium (if any) or
interest when due, no Holder may pursue any remedy with respect to the Indenture
or the Notes unless (1) the Holder gives to the Trustee notice of a continuing
Event of Default; (2) the Holders of at least 25% in principal amount of the
then outstanding Notes make a request to the Trustee to pursue the remedy; (3)
such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense; (4) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and (5) during such 60-day period the
Holders of a majority in aggregate principal amount of the then outstanding
Notes do not give the Trustee a direction inconsistent with the request. Subject
to certain restrictions, the Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on it by the Indenture. However, the Trustee may
refuse to follow any direction that conflicts with law or the Indenture, that
the Trustee determines may be unduly prejudicial to the rights of other Holders,
or would involve the Trustee in personal liability.
16. Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA, the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee. However, if the Trustee acquires
any conflicting interest, it must eliminate such conflict within 90 days, apply
to the Commission for permission to continue as Trustee, or resign.
17. No Recourse Against Others
No director, officer, employee, incorporator or stockholder, of the Company or
any Subsidiary Guarantor shall have any liability for any obligation of the
Company or any Subsidiary Guarantor under the Indenture, the Notes or the
Subsidiary Guarantees. Each Holder, by accepting a Note (including Subsidiary
Guarantees), waives and releases such Persons from all such liability and such
waiver and release are part of the consideration for the issuance of the Notes.
18. Authentication
This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on
the other side of this Note.
19. Abbreviations
Customary abbreviations may be used in the name of a Holder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
20. GOVERNING LAW
THIS NOTE 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.
21. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.
The Company will furnish to any Holder upon written request and without charge
to the Holder a copy of the Indenture which has in it the text of this Note.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
- --------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint _______________________ agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.
Date: Your Signature:
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Sign exactly as your name appears on the other side of this Note. Signature must
be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.
[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is $100,000,000.00. The
following increases or decreases in this Global Note have been made:
Date of Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized
Exchange Principal amount of this Principal Amount of this Global Note following signatory of Trustee
Global Note Global Note such decrease or increase or Notes Custodian
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to
Section 4.13 (Change of Control) or 4.14 (Limitation on Asset Sales) of the
Indenture, check the box:
Change of Control [ ] Asset Sales [ ]
If you want to elect to have only part of this Note purchased by the Company
pursuant to Section 4.13 or 4.14 of the Indenture, state the principal amount:
$__________________
Date: Your Signature:
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(Sign exactly as your name appears on
the other side of the Note)
Signature Guarantee:
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Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other
signature guarantor acceptable to the Trustee