GRANITE BROADCASTING CORPORATION
SECOND AMENDMENT AND LIMITED WAIVER
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this "Amendment") is dated as of February 17, 1998 and
entered into by and among Granite Broadcasting Corporation, a Delaware
corporation ("Company"), the Guarantors listed on the signature pages hereof
(the "Guarantors"), the financial institutions listed on the signature pages
hereof ("Lenders"), Bankers Trust Company, as agent for Lenders (in such
capacity, "Agent"), and The Bank of New York, First Union National Bank of
North Carolina, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. and Union Bank of California,
N.A., as co-agents (in such capacity, "Co-Agents"), and is made with reference
to that certain Third Amended and Restated Credit Agreement dated as of
September 4, 1996, as amended by that certain First Amendment to Third Amended
and Restated Credit Agreement dated as of June 6, 1997 (as so amended, the
"Credit Agreement"), by and among Company, Lenders, Agent and Co-Agents.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
make certain amendments as set forth below.
WHEREAS, Company and Lenders desire to waive compliance with the
provisions of subsection 7.6A in the manner and to the limited extent described
below.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, and pursuant to subsection 10.6 of
the Credit Agreement, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
Amendments to Section 1: Definitions
Subsection 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Consolidated Adjusted EBITDA" therefrom in its entirety
and substituting the following therefor:
" "Consolidated Adjusted EBITDA" means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Interest Expense, (iii) provisions for taxes based on income and provisions
for franchise taxes (but, with respect to franchise taxes an amount not to
exceed $150,000 for such period), (iv) total depreciation expense,
(v) total amortization expense (including, without duplication, Programming
Amortization Expense), (vi) to the extent it was included in the
determination of Consolidated Net Income, any cash premium paid in
redeeming the remaining outstanding principal amount of the Subordinated
Notes on September 1, 1997 at a redemption price of 106.38% of their
principal amount and (vii) other non-cash items reducing Consolidated Net
Income less other non-cash items increasing Consolidated Net Income, all of
the foregoing as determined on a consolidated basis for Company and its
Subsidiaries in conformity with GAAP; provided that the income of Company
and its Subsidiaries from any LMA shall only be included in Consolidated
Adjusted EBITDA to the extent that it does not exceed 10% thereof."
SECTION 2. LIMITED WAIVER
Subject to the terms and conditions set forth herein and in reliance
on the representations and warranties of Company herein contained, Lenders
hereby waive compliance with the provisions of subsection 7.6A for the fiscal
quarters ending September 30, 1997 and December 31, 1997.
SECTION 3. LIMITATION OF WAIVER
Without limiting the generality of the provisions of subsection 10.6
of the Credit Agreement, the waiver set forth above shall be limited precisely
as written and relates solely to the noncompliance by Company with the
provisions of subsection 7.6A of the Credit Agreement in the manner and to the
extent described above, and nothing in this Waiver shall be deemed to:
(a) constitute a waiver of compliance by Company with respect to
(i) subsection 7.6A of the Credit Agreement in any other instance or
(ii) any other term, provision or condition of the Credit Agreement or any
other instrument or agreement referred to therein; or
(b) prejudice any right or remedy that Agent or any Lender may now
have (except to the extent such right or remedy was based upon existing
defaults that will not exist after giving effect to this Waiver) or may
have in the future under or in connection with the Credit Agreement or any
other instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 4. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (the "Second Amendment
Effective Date") only upon receipt by Agent of counterparts hereof duly
executed by Company, Guarantors and Requisite Lenders or, in the case of any
Lender, telecopy or telephone confirmation from such Lender of its execution
hereof.
SECTION 5. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Requisite Lenders to enter into this Amendment and
to amend the Credit Agreement in the manner provided herein, Company represents
and warrants to each Lender that the following statements are true, correct and
complete:
A. Authorization; Binding Obligations. Company has all requisite
corporate power and authority to enter into this Amendment. The execution,
delivery and performance of this Amendment have been duly authorized by all
necessary corporate action by Company. This Amendment has been duly
executed and delivered by Company and is the legally valid and binding
obligation of Company, enforceable against Company in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally and by equitable principles relating to
enforceability.
B. No Conflict. The execution and delivery by Company of this
Amendment do not and will not (i) violate any provision of any law or any
governmental rule or regulation applicable to Company or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of
Company or any of its Subsidiaries or any order, judgment or decree of any
court or other agency of government binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual
Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties
or assets of Company or any of its Subsidiaries
(other than any Liens created under any of the Loan Documents in favor of
Agent on behalf of Lenders), or (iv) require any approval of stockholders
or any approval or consent of any Person under any Contractual Obligation
of Company or any of its Subsidiaries.
C. Governmental Consents. The execution and delivery by Company of
this Amendment do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body, except to the
extent that Company is required to file this Amendment with the FCC.
D. Incorporation of Representations. Each representation and
warranty of Company contained in each of the Loan Documents is true,
correct and complete in all material respects on and as of the Second
Amendment Effective Date to the same extent as though made on and as of the
Second Amendment Effective Date except to the extent such representations
and warranties relate to an earlier date, in which case they were true,
correct and complete in all material respects as of such earlier date.
E. Absence of Default. No event has occurred and is continuing or
would result from the execution, delivery or performance of this Amendment
that constitutes or would constitute an Event of Default or a Potential
Event of Default after giving effect to this Amendment.
SECTION 6. ACKNOWLEDGEMENT AND CONSENT
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms thereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Guarantor under the Subsidiary Guaranty shall not be impaired or affected and
the Subsidiary Guaranty is, and shall continue to be, in full force and effect
and is hereby confirmed and ratified in all respects.
SECTION 7. MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(i) On and after the Second Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and
each reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as amended
by this Amendment.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Agent
or any Lender under, the Credit Agreement or any of the other Loan
Documents.
B. Fees and Expenses. Company acknowledges that all costs, fees and
expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Company.
C. Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY: GRANITE BROADCASTING CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
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SUBSIDIARIES: GRANITE RESPONSE TELEVISION, INC.
KBVO, INC.
KBVO LICENSE, INC.
KNTV, INC.
KNTV LICENSE, INC.
RJR COMMUNICATIONS, INC.
KBJR LICENSE, INC.
SAN ▇▇▇▇▇▇▇ COMMUNICATIONS
CORPORATION
KSEE LICENSE, INC.
WPTA-TV, INC.
WPTA-TV LICENSE, INC.
WTVH, INC.
WTVH LICENSE, INC.
WWMT-TV, INC.
WWMT-TV LICENSE, INC.
WKBW-TV, INC.
WKBW-TV LICENSE, INC.
QUEEN CITY BROADCASTING, INC.
QUEEN CITY BROADCASTING
OF NEW YORK, INC.
WXON, INC.
WXON LICENSE, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
QUEEN CITY III LIMITED PARTNERSHIP
By: WKBW-TV, INC.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
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LENDERS: BANKERS TRUST COMPANY,
individually and as Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Principal
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▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
as a Co-Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Signatory
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FIRST UNION NATIONAL BANK OF NORTH
CAROLINA,
as a Co-Agent and a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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THE BANK OF NEW YORK,
as a Co-Agent and a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: AVP
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UNION BANK OF CALIFORNIA, N.A.,
as a Co-Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
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THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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BANQUE FRANCAISE DU COMMERCE
EXTRIEUR,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP-Group Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Treasurer
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THE SUMITOMO BANK, LIMITED,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Manager
▇-▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ AND GRAND
CAYMAN BRANCHES,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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ABN AMRO BANK N.V., NEW YORK BRANCH,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ OR. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ OR. ▇▇▇▇▇
Title: Group Vice President
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▇▇▇▇▇▇ FINANCIAL, INC.,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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MICHIGAN NATIONAL BANK,
as a Lender
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Relationship Manager
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BANQUE PARIBAS,
as a Lender
By:
-------------------------
Name:
Title:
By:
-------------------------
Name:
Title:
▇-▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Authorized Signatory
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BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE,
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
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