Exhibit

10.54(a)




 




GRANITE

BROADCASTING CORPORATION




 




FIRST AMENDMENT


TO AMENDED AND RESTATED CREDIT AGREEMENT




 




RECITALS




 




This FIRST AMENDMENT (this “Amendment”) is dated as of

March 5, 2003, and entered into by and among GRANITE BROADCASTING CORPORATION,

a Delaware corporation (the “Borrower”), the financial institutions

listed on the signature pages hereof (the “Lenders”),  and GOLDMAN SACHS CREDIT PARTNERS L.P.,

as agent for the Lenders (in such capacity, the “Administrative Agent”), as

sole lead arranger and book runner and as Collateral Agent (in such capacity,

the “Collateral

Agent”), and for purposes of Section IV hereof, the Loan Parties (as

defined in the Credit Agreement described below) listed on the signature pages

hereof, and is made with reference to that certain Amended and Restated Credit

Agreement, dated as of April 30, 2002, by and among the Borrower, the Lenders

listed therein, the Administrative Agent and the Collateral Agent (the “Credit

Agreement”).  Capitalized

terms used herein without definition shall have the same meanings herein as set

forth in the Credit Agreement.




 




WHEREAS, the

Borrower and the Lenders desire to amend the Credit Agreement to make certain

amendments as set forth below;




 




NOW, THEREFORE, in

consideration of the mutual covenants and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the

Administrative Agent, the Collateral Agent, the Lenders and the Borrower have

agreed as follows:




 




SECTION I.  AMENDMENTS TO THE CREDIT AGREEMENT




 




A.                                    Section

5.1  Minimum Net Revenue.   Section 5.1 of the Credit Agreement is

hereby amended by (i) deleting the reference to “$36,000,000” in the column

labeled “Tranche B Loan Parties” for the twelve-month period ending 12/31/03

and substituting therefor “$30,400,000”; and (ii) deleting the reference to

“$36,900,000” in the column labeled “Tranche B Loan Parties” for the

twelve-month period ending 03/31/04 and substituting therefor “$30,600,000”.




 




B.                                    Section

5.2  Minimum Adjusted Broadcast Cash Flow.   Section 5.2 of the Credit Agreement is

hereby amended by (i) deleting the reference to “$(1,400,000)” in the column

labeled “Tranche B Loan Parties” for the twelve- month period ending 12/31/03

and substituting therefor “$(3,800,000)”; and (ii) deleting the reference to

“$(1,400,000)” in the column labeled “Tranche B Loan Parties” for the twelve-

month period ending 03/31/04 and substituting therefor “$(4,100,000)”.




 




C.                                    Section

5.5  Maximum Capital Expenditures.   Section 5.5 of the Credit Agreement is

hereby amended by deleting the references to “$2,000,000” in the column labeled




 




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“Consolidated” for each

of the three-month periods ending 06/30/03, 9/30/03 and 12/31/03 and

substituting therefor “$7,300,000”, “$1,500,000”, and “$200,000”, respectively.




 




SECTION II. 

CONDITIONS TO EFFECTIVENESS




 




This Amendment

shall become effective only upon the satisfaction of all the following

conditions precedent (the date of satisfaction of such conditions being

referred to herein as the “First Amendment Effective Date”):




 




(a)                                  On

or before the First Amendment Effective Date, the Borrower shall deliver to the

Lenders (or to the Administrative Agent for the Lenders with sufficient

originally executed copies, where appropriate, for each Lender and its counsel)

the following, each unless noted, dated the First Amendment Effective Date:




 




1.                       A

certificate of its officer attaching a copy of all amendments to its

Certificate of Incorporation or Bylaws since April 30, 2002 or stating there

have been none;




 




2.                       Resolutions

of its Board of Directors approving and authorizing the execution, delivery and

performance of this Amendment, certified as of the First Amendment Effective

Date by its corporate secretary or an assistant secretary as being in full

force and effect without modification or amendment; and




 




3.                       Signature

and incumbency certificates of its officer executing this Amendment.




 




(b)                                  On

or before the First Amendment Effective Date, the Administrative Agent shall

have received executed counterparts hereof from the Borrower, the Loan Parties

listed on the signature pages hereto, Requisite Tranche B Lenders and Requisite

Lenders.




 




(c)                                  On

or before the First Amendment Effective Date, (i) the Borrower shall deliver an

amendment fee to the Administrative Agent, for distribution to each of the

Lenders executing and delivering this Amendment to the Administrative Agent on

or prior to March 18, 2003 (which date may be extended by the Administrative

Agent with the consent of the Borrower, such consent not to be unreasonably

withheld)(each such Lender, a “Consenting Lender”), equal to, with

respect to each Consenting Lender, (1) $350,000 multiplied by (2) such

Consenting Lender’s Ratable Portion of the Facilities; (ii) the Borrower shall

have paid all outstanding fees and expenses required to be paid pursuant to

Section V(b) hereof; and (iii) the Borrower shall have paid all other fees

separately agreed to by the Borrower and any Agent which are due and payable on

or prior to the First Amendment Effective Date.




 




SECTION III. 

BORROWER’S REPRESENTATIONS AND WARRANTIES




 




In order to induce

the Lenders to enter into this Amendment and to amend the Credit Agreement in

the manner provided herein, the Borrower represents and warrants to each Lender

that the following statements are true, correct and complete:




 




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(a)                                  Authorization,

Validity, and Enforceability of this Amendment.  The Borrower has the corporate power and authority to execute

and deliver this Amendment and to perform the Credit Agreement as amended by

this Amendment (the “Amended

Agreement”).  The Borrower has taken all necessary

corporate action (including, without limitation, obtaining approval of its

stockholders if necessary) to authorize its execution and delivery of this

Amendment and the performance of the Amended Agreement.  This Amendment has been duly executed and

delivered by the Borrower, and this Amendment and the Amended Agreement

constitute the legal, valid and binding obligations of the Borrower,

enforceable against it in accordance with their respective terms, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is

sought by proceedings in equity or at law). 

The Borrower’s execution and delivery of this Amendment and the

performance by the Borrower of the Amended Agreement do not and will not

conflict with, or constitute a violation or breach of, or constitute a default

under, or result in the creation or imposition of any Lien upon the property of

the Borrower or any of its Subsidiaries by reason of the terms of (i) any

contract, mortgage, Lien, lease, agreement, indenture, or instrument to which

the Borrower is a party or which is binding upon it, (ii) any Requirement

of Law applicable to the Borrower or any of its Subsidiaries, or (iii) the

certificate or articles of incorporation or bylaws of the Borrower or any of

its Subsidiaries.




 




(b)                                  Governmental

Authorization.  No approval,

consent, exemption, authorization, or other action by, or notice to, or filing

with, any Governmental Authority or other person is necessary or required in

connection with the execution and delivery of this Amendment or performance by,

or enforcement against, the Borrower or any of its Subsidiaries of the Amended

Agreement.




 




(c)                                  Incorporation

of Representations and Warranties From Credit Agreement.  The representations and warranties contained

in Article IV of the Credit Agreement are and will be 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 that date, except to the

extent such representations and warranties specifically relate to an earlier

date, in which case they were true, correct and complete in all material

respects on and as of such earlier date.




 




(d)                                  Absence

of Default.  No event has occurred

and is continuing or will result from the consummation of the transactions

contemplated by this Amendment that would constitute a Default or an Event of

Default.




 




SECTION IV. 

ACKNOWLEDGEMENT AND CONSENT




 




Each Loan Party

hereby acknowledges that it has reviewed the terms and provisions of the Credit

Agreement and this Amendment.  Each Loan

Party hereby confirms that each Loan Document to which it is a party or

otherwise bound and all Collateral encumbered thereby will continue to guaranty

or secure, as the case may be, to the fullest extent possible the payment and

performance of all Obligations now or hereafter existing under or in respect of

the Credit Agreement.  Each Loan Party

acknowledges and agrees that any of the Loan Documents to which it is a party

or otherwise bound shall continue in full force and effect and that all of its

obligations thereunder shall be valid and enforceable and shall not be impaired

or limited by the execution or effectiveness of this Amendment.  Each Loan Party (other than the Borrower)




 




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acknowledges and agrees that (a) notwithstanding the conditions to

effectiveness set forth in this Amendment, such Loan Party is not required by

the terms of the Credit Agreement or any other Loan Document to consent to this

Amendment and (b) nothing in the Credit Agreement, this Amendment or any other

Loan Document shall be deemed to require the consent of such Loan Party to any

future consents or waivers to the Credit Agreement.




 




SECTION V.  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

Amended Agreement.




 




(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 the Administrative Agent or any Lender under, the Credit Agreement or

any of the other Loan Documents.




 




(b)                                  Fees

and Expenses.  Borrower acknowledges

that all costs, fees and expenses as described in subsection 11.4 of the Credit

Agreement incurred by Administrative Agent and its counsel with respect to this

Amendment and the documents and transactions contemplated hereby shall be for

the account of Borrower.  Borrower shall

concurrently with the execution and delivery of this Amendment pay all accrued

and unpaid fees of O’Melveny & Myers LLP, counsel to Administrative Agent,

including all fees and expenses incurred in connection with this Amendment.




 




(c)                                  Captions.  The captions contained in this Amendment are

for convenience of reference only, are without substantive meaning and should

not be construed to modify, enlarge or restrict any provision.




 




(d)                                  Governing

Law.  THIS AMENDMENT AND THE RIGHTS

AND LIABILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




 




(e)                                  Counterparts.  This Amendment may be executed in any number

of counterparts, and by the Administrative Agent, each Lender and the Borrower

in separate counterparts, each of which shall be an original, but all of which

shall together constitute one and the same amendment; signature pages may be

detached from multiple separate counterparts and




 




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attached to a single counterpart so that all signature pages are

physically attached to the same document.




 




[Remainder of Page Intentionally Left Blank]




 




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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.




 




 




	

   


  	

  GRANITE

  BROADCASTING CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  	

  Chief Financial officer


  
	

   


  	

   


  	

   


  
	

   


  	

  LOAN

  PARTIES:


  
	

   


  	

   


  
	

   


  	

  Channel 11 License, Inc.


  
	

   


  	

  Granite Response Television, Inc.


  
	

   


  	

  KBJR, Inc.


  
	

   


  	

  KBJR License, Inc.


  
	

   


  	

  KBWB, Inc.


  
	

   


  	

  KBWB License, Inc.


  
	

   


  	

  KSEE License, Inc.


  
	

   


  	

  KSEE Television, Inc.


  
	

   


  	

  Queen City Broadcasting of New York, Inc.


  
	

   


  	

  WEEK-TV License, Inc.


  
	

   


  	

  WKBW-TV License, Inc.


  
	

   


  	

  WPTA-TV, Inc.


  
	

   


  	

  WPTA-TV License, Inc.


  
	

   


  	

  WTVH License, Inc.


  
	

   


  	

  WXON, Inc.


  
	

   


  	

  WXON License, Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WTVH, LLC


  
	

   


  	

   


  
	

   


  	

  BY:  Granite

  Broadcasting Corporation as Sole


  Member of WTVH, LLC


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

  Title:


  	

  Chief Financial Office


  
					





 




Signature

Page to First Amendment




 




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LENDERS:




 




	

   


  	

  GOLDMAN

  SACHS CREDIT PARTNERS L.P.,


  individually and as Administrative Agent and as


  Collateral Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




Signature

Page to First Amendment




 




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