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.
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Name: Robert S. Prather, Jr.
Title: President and Chief Operating Officer
TRIPLE CROWN MEDIA, INC.
By: /s/ James C. Ryan
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Name: James C. Ryan
Title: Chief Financial Officer and Secretary