EXHIBIT 3.4
GRANITE BROADCASTING CORPORATION
FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (THIS
"AMENDMENT") is dated as of June 6, 1997 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, Xxxxxxx Xxxxx 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 (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 permit Company to (i) repurchase up to $20,000,000 of Company
Common Stock in the market and (ii) pay certain dividends with respect to its 12
3/4% Cumulative Exchangeable Preferred Stock in cash.
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 7: COMPANY'S NEGATIVE COVENANTS
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RESTRICTED JUNIOR PAYMENTS.
(i) Section 7.5 of the Credit Agreement is hereby amended by adding
new subsections 7.5(iv) and (v) thereto as follows:
"(iv) Company may make payments in order to repurchase, in one or a
series of transactions, up to $20,000,000 of Company Common Stock in the
market; provided that (a) no Event of Default or Potential Event of Default
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shall have occurred and be continuing at the time of such repurchase, and (b)
immediately after giving effect to each repurchase, Company is in compliance
on a Pro Forma Basis with all covenants set forth in Section 6 and 7 of this
Agreement; provided further that (x) at the time of each such repurchase the
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ratio of Consolidated Total Debt to Consolidated Broadcast Cash Flow as
calculated pursuant to Section 7.6A is not greater than 6.25 to 1 and (y)
immediately after giving effect to each such repurchase Company can
demonstrate on a Pro Forma Basis that the ratio of Consolidated Total Debt
to Consolidated Broadcast Cash Flow as calculated pursuant to Section 7.6A is
not greater than 6.25 to 1.
(v) if no Potential Event of Default or Event of Default has occurred
and is continuing, and Company has declared a dividend with respect to its 12
3/4% Cumulative Exchangeable Preferred Stock, to the extent that such
dividend would result in the issuance of fractional shares, Company may pay
that part of such dividend in cash instead of issuing such fractional shares."
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (the "FIRST 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 3. 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 First Amendment
Effective Date to the same extent as though made on and as of the First
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 4. 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 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the First 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.
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/ Xxxxx XxXxxxx
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Xxxxx XxXxxxx
Vice President
LENDERS:
BANKERS TRUST COMPANY,
individually and as Agent
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Vice President
XXXXXXX SACHS CREDIT PARTNERS L.P.,
as a Co-Agent and a Lender
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA,
as a Co-Agent and a Lender
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Senior Vice President
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THE BANK OF NEW YORK,
as a Co-Agent and a Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.,
as a Co-Agent and a Lender
By: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR,
as a Lender
By: /s/ Xxxxx Xxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxx Xxxxxx
Title: Vice President
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THE SUMITOMO BANK, LIMITED,
as a Lender
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President & Manager
By: /s/ Xxxxx Drum
-------------------------------------
Name: Xxxxx Drum
Title: Vice President
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH,
as a Lender
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Group Vice President
By: /s/ Xxx Xxxxxxxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxxxxxxx
Title: Vice President
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XXXXXX FINANCIAL, INC.,
as a Lender
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
MICHIGAN NATIONAL BANK,
as a Lender
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Relationship Manager
BANQUE PARIBAS,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
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BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Treasurer
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE,
as a Lender
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxx X'Xxxxx
-----------------------------------
Name: Xxxxx X'Xxxxx
Title: 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 XXXXXXX 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/ Xxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxx X. Xxxxx
Vice President
QUEEN CITY III LIMITED PARTNERSHIP
BY: WKBW-TV, INC.,
its General Partner
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Vice President
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