Long-term Debt

As of

March 31, 2019,

long-term debt primarily consisted of obligations under our

2019

Senior Credit Facility (as defined below), our

5.125%

Senior Notes due

2024

(the

“2024

Notes”), our

5.875%

senior notes due

2026

(the

“2026

Notes”) and our

7.0%

senior notes due

2027

(the

“2027

Notes”). As of

December 31, 2018,

long-term debt primarily consisted of obligations under our

2017

Senior Credit Facility (as defined below), our

2024

Notes, our

2026

Notes and our

2027

Notes as follows (in millions):

	March 31,			December 31,
	2019			2018
Long-term debt:
2017 Senior Credit Facility	$	-		$	595
2019 Senior Credit Facility		1,992			-
2024 Notes		525			525
2026 Notes		700			700
2027 Notes		750			750
Total outstanding principal, including current portion		3,967			2,570
Unamortized deferred loan costs - 2017 Senior Credit Facility		-			(9	)
Unamortized deferred loan costs - 2019 Senior Credit Facility		(49	)		-
Unamortized deferred loan costs - 2024 Notes		(6	)		(6	)
Unamortized deferred loan costs - 2026 Notes		(8	)		(8	)
Unamortized deferred loan costs - 2027 Notes		(12	)		(2	)
Unamortized premium - 2026 Notes		4			4
Long-term debt, less deferred financing costs		3,896			2,549
Less current portion		(14	)		-
Long-term debt, less current portion and deferred financing costs	$	3,882		$	2,549

Borrowing availability under Revolving Credit Facility	$	200		$	100

In connection with the Raycom Merger, on

January 2, 2019,

we amended our senior credit facility (the

“2019

Senior Credit Facility”) as follows: (

) we replaced our existing

$100

million revolving credit facility under our prior senior credit facility with a new

five

year revolving credit facility (the

“2019

Revolving Credit Facility”), the terms of which provide for up to

$200

million in available borrowings and a maturity date of

January 1, 2024,

and (

) we incurred a

$1.4

billion term loan (the

“2019

Term Loan”), which matures on

January 1, 2026.

Since the Raycom Merger was

not

completed by

December 15, 2018,

we incurred a ticking fee of

$0.8

million at a rate of

1.25%

of the

2019

Term Loan amount, from

December 16, 2018

January 1, 2019.

In addition, we assumed

$750.0

million of the

2027

Notes, which were issued by our special purpose, wholly-owned subsidiary on

November 16, 2018.

The proceeds of the

2019

Term Loan and the

2027

Notes were used to fund a portion of the cash consideration payable in the Raycom Merger.

Borrowings under the

2019

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

2.5%

for LIBOR borrowings and

1.5%

for Base Rate borrowings. As of

March 31, 2019,

the interest rate on the balance outstanding under the

2019

Term Loan was

5.0%.

The

2019

Term Loan matures on

January 2, 2026.

Borrowings under the

2017

Term Loan bear interest, at our option, at either LIBOR or the Base Rate (as defined below), in each case, plus an applicable margin. Currently, the applicable margin is

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

2019

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

March 31, 2019,

the interest rate on the balance outstanding under the

2017

Term Loan was

4.7%.

The

2017

Term Loan matures on

February 7, 2024.

Borrowings under the

2019

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

2.50%

or Base Rate plus

1.50%,

in each case based on a

first

lien leverage ratio test as set forth in the

2019

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%

or (iii) LIBOR plus

1.50%.

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

2019

Revolving Credit Facility, which

may

range from

0.375%

0.50%

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

2019

Revolving Credit Facility matures on

January 2, 2024.

We incurred

$42.5

million of transaction fees and expenses related to the

2019

Senior Credit Facility. At

March 31, 2019

these were recorded as a reduction of the balance of the outstanding debt and are amortized over the life of the

2019

Senior Credit Facility. The amortization of these fees is included in our interest expense.

As of

March 31, 2019,

the aggregate minimum principal maturities of our long term debt for the remainder of

2019

and the succeding

years were as follows (in millions):

	Minimum Principal Maturities
Year	2019 Senior Credit Facility		2024 Notes		2026 Notes		2027 Notes		Total
Remainder of 2019	$	11	$	-	$	-	$	-	$	11
2020		14		-		-		-		14
2021		14		-		-		-		14
2022		14		-		-		-		14
2023		14		-		-		-		14
2024		14		525		-		-		539
Thereafter		1,911		-		700		750		3,361
Total	$	1,992	$	525	$	700	$	750	$	3,967

Our obligations under the

2019

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

2019

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

material independent assets or operations. For all applicable periods, the

2024

Notes,

2026

Notes and

2027

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 of Gray Television, Inc. that do

not

guarantee the

2024

Notes,

2026

Notes and

2027

Notes are minor. As of

March 31, 2019,

there were

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

The

2019

Senior Credit Facility contains affirmative and restrictive covenants with which we must 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, the

2026

Notes and the

2027

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

March 31, 2019

and

December 31, 2018,

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

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

$40.9

million and

$26.7

million during the

three

-months ended

March 31, 2019

and

2018,

respectively. We did

not

capitalize any interest payments during the

three

-months ended

March 31, 2019

2018.