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Note 2 - Long-term Debt

3 Months Ended

Mar. 31, 2014

2. Long-term Debt

As of March 31, 2014 and December 31, 2013, long-term debt primarily consisted of our obligations under our senior credit facility (the “2012 Senior Credit Facility”), our 7½% Senior Notes due 2020 (the “2020 Notes”) and a term loan between a third party and Excalibur, a VIE whose financial condition and results we consolidate with ours in accordance with U.S. GAAP (the “Excalibur Loan”), as follows (in thousands):

	March 31, 2014			December 31, 2013
Long-term debt including current portion:
2012 Senior Credit Facility	$	159,000		$	159,000
2020 Notes		675,000			675,000
Excalibur Loan		2,950			3,000
Other		3			48
Total outstanding principal		836,953			837,048
Plus unamortized premium on our 2020 Notes		5,610			5,826
Less current portion		(203	)		(224	)
Net carrying value	$	842,360		$	842,650

Borrowing availability under the 2012 Senior Credit Facility	$	30,000		$	30,000

Our 2012 Senior Credit Facility consists of a revolving loan (“2012 Revolving Credit Facility”) and a term loan. Excluding accrued interest, the amount outstanding under our 2012 Senior Credit Facility as of March 31, 2014 and December 31, 2013 was comprised solely of a term loan balance of $159.0 million. Our maximum borrowing availability is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant. As of March 31, 2014 and December 31, 2013, we had a $10.0 million letter of credit outstanding under the 2012 Revolving Credit Facility, which reduced our borrowing availability thereunder to $30.0 million as of that date.

As of March 31, 2014 and December 31, 2013, we had $675.0 million of our 2020 Notes outstanding.

As of March 31, 2014 and December 31, 2013, the balance outstanding of the Excalibur Loan was $2.95 million and $3.0 million, respectively.

As of March 31, 2014 and December 31, 2013, the interest rate on the balance outstanding under the 2012 Senior Credit Facility was 4.5% and 4.8%, respectively; the coupon interest rate was 7.5% and the yield was 7.6% on the 2020 Notes; and the interest rate on the balance outstanding under the Excalibur Loan was 4.75%.

As of March 31, 2014 and December 31, 2013, we had a deferred loan cost balance, net of accumulated amortization, of $3.7 million and $3.9 million, respectively, related to the 2012 Senior Credit Facility; and we had a deferred loan cost balance, net of accumulated amortization, of $12.8 million and $13.2 million, respectively, related to our 2020 Notes. The deferred loan cost balance, net of accumulated amortization, of the Excalibur Loan as of March 31, 2014 and December 31, 2013 was $0.2 million.

Our obligations under the 2012 Senior Credit Facility are secured by substantially all of our and our consolidated subsidiaries' assets, including real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the 2012 Senior Credit Facility. Excalibur is not a guarantor of, and its assets are not pledged to secure our obligations under, the 2012 Senior Credit Facility. Gray Television, Inc. is a holding company with no independent assets or operations. For all periods presented, the 2020 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries which do not guarantee such notes are "minor" (as defined in Rule 3-10(h) of Regulation S-X). As of March 31, 2014, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidiaries. Excalibur is not a guarantor of the 2020 Notes. The Excalibur Loan is secured by substantially all of Excalibur’s assets, and we have jointly and severally guaranteed Excalibur’s obligations under the Excalibur Loan, including the payment of all unpaid principal and interest.

The 2012 Senior Credit Facility contains affirmative and restrictive covenants that we 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) maintenance of a total leverage ratio not to exceed certain maximum limits, as well as other customary covenants for credit facilities of this type. The 2020 Notes include covenants with which we must comply and the Excalibur Loan includes covenants with which Excalibur must also comply, each of which are typical for borrowing transactions of their respective nature. As of March 31, 2014 and December 31, 2013, we were in compliance with all required covenants under all our debt obligations.

See Note 1 “Basis of Presentation” for more information about Excalibur.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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