0001104659-06-081239 Sample Contracts

DEBTOR-IN-POSSESSION FINANCING AGREEMENT
Possession Financing Agreement • December 13th, 2006 • Granite Broadcasting Corp • Television broadcasting stations • New York

This DEBTOR-IN-POSSESSION FINANCING AGREEMENT, dated as of December 11, 2006, is entered into by and among GRANITE BROADCASTING CORPORATION, a Delaware corporation, as debtor and debtor-in-possession (the “Company”), KBWB LICENSE, INC., KBWB, INC., WEEK-TV LICENSE, INC., WXON LICENSE, INC., and WXON, INC., each as debtor and debtor-in-possession (together with the Company, and as further defined herein, each a ”Borrower” and collectively, the “Borrowers”), the Lenders party hereto from time to time, and SILVER POINT FINANCE, LLC (“Silver Point”), as administrative agent (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

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RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • December 13th, 2006 • Granite Broadcasting Corp • Television broadcasting stations • New York

This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of December 11, 2006 (the “Agreement”) by and among Granite Broadcasting Corporation, a corporation organized under the laws of Delaware (the “Company”), WXON, Inc., WXON License, Inc., KBWB, Inc., KBWB License, Inc., and WEEK-TV License, Inc. (collectively, the “Debtor Subsidiaries”, and together with the Company, the “Debtors”), all other direct and indirect subsidiaries of the Company (the “Non-Debtor Subsidiaries” and, together with the Debtors, the “Granite Group”) Silver Point Finance, LLC (“Silver Point Finance” and together with its affiliated investment funds, the “Silver Point Entities”), and the other secured claimholders identified on the signature pages hereto (the “Other Secured Claimholders”). The Granite Group, the Silver Point Entities, and the Other Secured Creditors and any subsequent person that becomes a party hereto in accordance with the terms hereof are collectively referred to herein as the “Parti

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