4.	Long-term Debt

As of

December 31, 2018

and

2017,

long-term debt consisted of obligations under our

2017

Senior Credit Facility (as defined below), our

5.125%

senior notes due

2024

(the

“2024

Notes”) and our

5.875%

senior notes due

2026

(the

“2026

Notes”) and our

7.0%

senior notes due

2027

(the

“2027

Notes”) as follows (in thousands):

	December 31,
	2018			2017
Long-term debt including current portion:
2017 Senior Credit Facility	$	595,026		$	635,234
2024 Notes		525,000			525,000
2026 Notes		700,000			700,000
2027 Notes		750,000			-
Total outstanding principal		2,570,026			1,860,234
Unamortized deferred loan costs - 2017 Senior Credit Facility		(9,261	)		(11,777	)
Unamortized deferred loan costs - 2024 Notes		(5,744	)		(6,743	)
Unamortized deferred loan costs - 2026 Notes		(8,359	)		(9,473	)
Unamortized deferred loan costs - 2027 Notes		(2,014	)		-
Unamortized premium - 2026 Notes		4,576			5,187
Less current portion		-			(6,417	)
Net carrying value	$	2,549,224		$	1,831,011

Borrowing availability under the Revolving Credit Facility	$	100,000		$	100,000

February 7, 2017,

we entered into a Third Amended and Restated Credit Agreement (the

“2017

Senior Credit Facility”), consisting of a

$556.4

million term loan facility (the

“2017

Initial Term Loan”) and a

$100.0

million revolving credit facility (the

“2017

Revolving Credit Facility”). Amounts outstanding under the

2017

Initial Term Loan were used to repay amounts outstanding under our prior credit agreement (the

“2014

Senior Credit Facility”). On

April 3, 2017,

we borrowed

$85.0

million under an incremental term loan (the

“2017

Incremental Term Loan” and, together with the

2017

Initial Term Loan, the

“2017

Term Loan”) under the

2017

Senior Credit Facility to fund the Diversified Acquisition. As of

December 31, 2018,

the

2017

Senior Credit Facility provided total commitments and outstanding loans of

$695.0

million, consisting of the

$595.0

million outstanding principal balance of the

2017

Term Loan and the

$100.0

million

2017

Revolving Credit Facility. As a result of our

July 2018

pre-payment of a portion of the

2017

Term Loan, we have satisfied all principal payment obligations under the

2017

Term loan until it matures on

February 7, 2024.

Borrowings under the

2017

Term Loan bear interest, at our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case, plus an applicable margin. As of

December 31, 2018,

the applicable margin was

2.25%

for LIBOR borrowings and

1.25%

for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the

2017

Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to

5.25

1.00,

the applicable margin is

2.25%

for all LIBOR borrowings and

1.25%

for all Base Rate borrowings, and if the Leverage Ratio is greater than

5.25

1.00,

the applicable margin is

2.5%

for all LIBOR borrowings and

1.5%

for all Base Rate borrowings. As of

December 31, 2018,

the interest rate on the balance outstanding under the

2017

Term Loan was

4.6%.

Borrowings under the

2017

Revolving Credit Facility currently bear interest, at our option, at either LIBOR plus

1.50%

or Base Rate plus

0.50%,

in each case based on a

first

lien leverage ratio test as set forth in the

2017

Senior Credit Facility (the “First Lien Leverage Ratio”). Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus

0.50%

and (iii) LIBOR plus

1.00%.

We are required to pay a commitment fee on the average daily unused portion of the

2017

Revolving Credit Facility, which rate

may

range from

0.375%

0.50%

on an annual basis, based on the First Lien Leverage Ratio. The maturity date of the

2017

Term Loan is

February 7, 2024.

Please refer to Note

“Subsequent Events” for information relating to the

2019

Senior Credit Facility that revised and extended the terms of our revolving credit facility.

As a result of entering into the

2017

Senior Credit Facility, we recorded a loss on extinguishment of debt of approximately

$2.9

million in the year ended

December 31, 2017,

and we incurred approximately

$5.0

million in deferred financing costs that will be amortized over the life of the

2017

Senior Credit Facility.

As of

December 31, 2018

and

2017,

we had

$525.0

million of

2024

Notes outstanding. The interest rate and yield on the

2024

Notes were

5.125%

The

2024

Notes mature on

October 15, 2024.

Interest is payable semiannually, on

April

and

October

of each year.

As of

December 31, 2018

and

2017,

we had

$700.0

million of

2026

Notes outstanding. On

June 14, 2016,

we completed the private placement of

$500.0

million of our

2026

Notes (the “Original

2026

Notes”) at par. On

September 14, 2016,

we completed the private placement of an additional

$200.0

million of our

2026

Notes (the “Additional

2026

Notes”). The Additional

2026

Notes were issued at a price of

103.0%,

resulting in aggregate gross proceeds of approximately

$206.0

million, plus accrued and unpaid interest from and including

June 14, 2016.

The interest rate and yield on the Original

2026

Notes were

5.875%.

The interest rate and yield on the Additional

2026

Notes were

5.875%

and

5.398%,

respectively. The Additional

2026

Notes are an additional issuance of, rank equally with and form a single series with the Original

2026

Notes. The

2026

Notes mature on

July 15, 2026.

Interest is payable semiannually, on

January

and

July

of each year.

November 16, 2018,

in preparation for the Raycom Merger, our subsidiary, Gray Escrow, Inc., issued

$750.0

million of

2027

Notes at

100.0%

of par. The interest rate and yield on the

2027

Notes is

7.0%.

The

2027

Notes mature on

May 15, 2027.

Interest is payable semiannually, on

May

and

November

of each year. The obligations under the

2027

Notes were assumed by Gray Television, Inc. concurrent with the closing of the Raycom Merger. Please refer to Note

“Subsequent Events” for further information.

Collateral, Covenants and Restrictions

Our obligations under the

2017

Senior Credit Facility are secured by substantially all of our consolidated assets, excluding 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

2017

Senior Credit Facility. Gray Television, Inc. is a holding company, and has

material independent assets or operations. For all applicable periods through

December 31, 2018,

the

2024

Notes and the

2026

Notes were fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries of Gray Television, Inc. that do

not

gurantee the

2024

Notes and the

2026

Notes are minor. As of

December 31, 2018,

there were

significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidaries.

The

2017

Senior Credit Facility contained affirmative and restrictive covenants with which we were required to comply, 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 the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The

2024

Notes,

2026

Notes and the

2027

Notes also include covenants with which we must comply which are typical for borrowing transactions of their nature. As of

December 31, 2018

and

2017,

we were in compliance with all required covenants under all our debt obligations.

Maturities

Aggregate minimum principal maturities on long-term debt as of

December 31, 2018

were as follows (in thousands):

	Minimum Principal Maturities
	2017 Senior		2024		2026		2027
Year	Credit Facility		Notes		Notes		Notes		Total
2019	$	-	$	-	$	-	$	-	$	-
2020		-		-		-		-		-
2021		-		-		-		-		-
2022		-		-		-		-		-
2023		-		-		-		-		-
Thereafter		595,026		525,000		700,000		750,000		2,570,026
Total	$	595,026	$	525,000	$	700,000	$	750,000	$	2,570,026

Interest Payments

For all of our interest bearing obligations, we made interest payments of approximately

$94.5

million,

$97.0

million and

$76.2

million during

2018,

2017

and

2016,

respectively. We did

not

capitalize any interest payments during the years ended

December 31, 2018,

2017

2016.

Financing Transactions related to the Raycom Merger

. Please refer to Note

“Subsequent Events” for further information related to the debt financing transactions for the Raycom Merger completed on

January 2, 2019.