Long-term Debt

As of March 31, 2016 and December 31, 2015, l

ong-term debt primarily consisted of obligations under our Senior Credit Facility, and our 7½% Senior Notes due 2020 (the “2020 Notes

”),

as follows (in thousands):

	March 31,			December 31,
	2016			2015
Long-term debt including current portion:
Senior Credit Facility	$	980,375		$	556,438
2020 Notes		675,000			675,000
Total outstanding principal		1,655,375			1,231,438
Unamortized deferred loan costs - Senior Credit Facility		(14,255	)		(6,136	)
Unamortized deferred loan costs - 2020 Notes		(8,826	)		(9,317	)
Unamortized premium - 2020 Notes		3,884			4,099
Less current portion		(4,250	)		-
Net carrying value	$	1,631,928		$	1,220,084

Borrowing availability under Revolving Credit Facility	$	60,000		$	50,000

Our Senior Credit Facility consists of a revolving loan (the “Revolving Credit Facility”) and term loans under a term loan facility. Excluding accrued interest, the amount outstanding under our Senior Credit Facility as of March 31, 2016 and December 31, 2015 consisted solely of term loan balances totaling $980.4 million and

$556.4

million, respectively. Our maximum borrowing availability under our Revolving Credit Facility is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant.

In connection with the consummation of the Schurz Acquisition and Related Transactions, effective February 16, 2016, we entered into the Second Amendment and Incremental Facility Agreement to our Senior Credit Facility (the “Second Amendment”). Pursuant to this Second Amendment we borrowed $425.0 million under the 2016 Term Loan to fund a portion of the purchase price of the Schurz Acquisition. The Second Amendment also increased our availability under the Revolving Credit Facility by $10.0 million to a total of $60.0 million.

The 2016 Term Loan constitutes an additional term loan, and has the same terms as our other term loan under the Senior Credit Facility, including a June 13, 2021 maturity date, except that the interest rate applicable to the 2016 Term Loan is, at our option, either the Base Rate (as defined in the Senior Credit Facility) plus 2.50% or LIBOR plus 3.50%, subject to a LIBOR floor of 0.75%. We are also required to make quarterly principal repayments equal to 0.25% of the outstanding principal amount of the 2016 Term Loan.

As a component of the Second Amendment, the maturity date of any revolving loans under the Senior Credit Facility was extended to July 1, 2020 and the interest rate applicable to the existing term loan was modified to be, at our option, either the Base Rate plus 2.1875% or LIBOR plus 3.1875%, subject to a LIBOR floor of 0.75%. Also pursuant to the Second Amendment, the asset sale covenant in the Senior Credit Facility was amended to allow us to (i) dispose of assets so long as the Operating Cash Flow (as defined in the Senior Credit Facility) attributable to any such assets sold in any twelve month period does not exceed 7.5% of our Operating Cash Flow and (ii) dispose of spectrum without regard to the Operating Cash Flow test set forth above. As of March 31, 2016 and December 31, 2015, the interest rate on the balance outstanding under the Senior Credit Facility was 4.1% and

3.8%

, respectively. The coupon interest rate was 7.5% and the yield was 7.3% on the 2020 Notes.

As of March 31, 2016 and December 31, 2015, we had $675.0 million of our 2020 Notes outstanding, at their face value.

As of March 31, 2016 and December 31, 2015, we had a deferred loan cost balance, net of accumulated amortization, of $14.3 million and $6.1 million, respectively, related to the Senior Credit Facility; and we had a deferred loan cost balance, net of accumulated amortization, of $8.8 million and $9.3 million, respectively, related to our 2020 Notes.

Collateral, Covenants and Restrictions

Our obligations under the Senior Credit Facility are secured by substantially all of our consolidated subsidiaries' assets, including certain real estate. In addition, 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 Senior Credit Facility. Gray Television, Inc. is a holding company with no material 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 all of Gray Television, Inc.'s subsidiaries. As of March 31, 2016, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to our guarantor subsidiaries.

The 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 which are typical for borrowing transactions of their nature. As of March 31, 2016, we were in compliance with all required covenants under all our debt obligations.