EXHIBIT 4.48
EXECUTION
GRANITE BROADCASTING CORPORATION
THIRD AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of April 16, 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, 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, as amended by that
certain First Amendment to Third Amended and Restated Credit Agreement dated as
of June 6, 1997 and that certain Second Amendment to Third Amended and Restated
Credit Agreement dated as of February 17, 1998 (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.
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: Negative Covenants
Section 7 of the Credit Agreement is hereby amended by amending and
restating subsection 7.1(xi) thereof in its entirety as follows:
"(xi) so long as at the time of incurrence thereof no Event of Default
or Potential Event of Default has occurred and is continuing or would be
caused thereby, Company may from time to time following the Closing Date
issue debt Securities subordinate in right and time of payment to the
Obligations (the "Additional Subordinated Indebtedness"); provided that (a)
such Additional Subordinated Indebtedness is unsecured, (b) the maturity of
such Additional Subordinated Indebtedness is no earlier than December 31,
2003, (c) such Additional Subordinated Indebtedness includes
representations and warranties, covenants, events of default and other
provisions that are not more restrictive or burdensome to Company than any
other Subordinated Indebtedness, (d) the subordination provisions of such
Additional Subordinated Indebtedness are no less favorable to the Lenders
than the subordination provisions of any other Subordinated Indebtedness,
(e) the mandatory
redemption, retirement, sinking fund or payment provisions of such
Additional Subordinated Indebtedness do not require redemption, repurchase
or payment of any amount in any circumstances which any other Subordinated
Indebtedness would not require redemption, repurchase or similar payment of
any amount, (f) Company can demonstrate in form and substance satisfactory
to Agent that, immediately after giving effect to such Additional
Subordinated Indebtedness, Company is in compliance on a Pro Forma Basis
with all covenants set forth in Section 6 and 7 of this Agreement through
the Revolving Loan Commitment Termination Date, and (g) Company applies the
Net Debt Proceeds of such Additional Subordinated Indebtedness to prepay
the Loans and reduce the Commitments pursuant to subsection 2.4B(iii)(c) to
the extent required thereby."
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (the "Third 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
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respects on and as of the Third Amendment Effective Date to the same extent
as though made on and as of the Third 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 Third 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
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XXX XXXXX XX XXX XXXX), XXXXXXX 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/ XXXXX XX XXXXX
--------------------------------
Xxxxx XxXxxxx
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/ XXXXX XX XXXXX
----------------------
Xxxxx XxXxxxx
QUEEN CITY III LIMITED PARTNERSHIP
By: WKBW-TV, INC.,
its General Partner
By: /s/ XXXXX XXXXXXX
---------------------
Xxxxx XxXxxxx
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LENDERS:
BANKERS TRUST COMPANY,
individually and as Agent
By: /s/ XXXXXXXX XXXXX
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Principal
XXXXXXX XXXXX 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/ XXXX XXXXXX
--------------------------------
Name: Xxxx 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 MOUZARIS
-----------------------------------
Name: Xxxxxxxx Mouzaris
Title: Assistant Vice President
THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
as a Lender
By: /s/ XXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NATEXIS BANQUE
as a Lender
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
By: /s/ XXXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President-Group Manager
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THE SUMITOMO BANK, LIMITED,
as a Lender
By: /s/ J.R. BREADLEY
-----------------------------------
Name: J.R. Breadley
Title: Vice President New York Office
By: /s/ XXXXX X. XXXXX
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice Presidnt & Regional Manager
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: First Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH,
as a Lender
By: /s/ XXX XXXXXXXXXXXXX
-----------------------------------
Name: Xxx Xxxxxxxxxxxxx
Title: Vice President
By: /s/ XXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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XXXXXX FINANCIAL, INC.,
as a Lender
By: /s/ XXXXXXX XXXXX
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
MICHIGAN NATIONAL BANK,
as a Lender
By: /s/ STEPHANE LUBILA
-----------------------------------
Name: Stephane Lubila
Title: Relationship Manager
BANQUE PARIBAS,
as a Lender
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
By: /s/ XXXXX X. XXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director, Group Head
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ XXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxx
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/ XXXXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE,
as a Lender
By: /s/ XXXXXX XXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ XXXXXXX XXXX
-----------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
