Exhibit
4.2


 


GRANITE BROADCASTING CORPORATION

and

THE GUARANTORS PARTY HERETO


 


to


 


THE BANK OF NEW YORK,

as Trustee


 










 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of March 9, 2005


 


to


 


INDENTURE


 


Dated as of December 22, 2003


 










 


9–3/4% SENIOR SECURED NOTES


 


DUE 2010


 





















 


This FIRST SUPPLEMENTAL INDENTURE, dated as of March 9,
2005 (this “First Supplemental Indenture”), is made by and among Granite
Broadcasting Corporation, a Delaware corporation, as issuer (the “Company”),
the Additional Guarantors and the Original Guarantors (each as defined below), and
The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).


 


RECITALS:


 


A.            The
Company, the Guarantors listed on the signature pages thereto (the “Original
Guarantors”) and the Trustee executed an Indenture, dated as of December
22, 2003 (the “Indenture”), by and among the Company, the Original
Guarantors and the Trustee, in respect of the Company’s 9-3/4% Senior Secured
Notes due 2010 (the “Notes”).


 


B.            Pursuant
to the terms and conditions of that certain Stock Purchase Agreement, dated as
of April 23, 2004 (the “Stock Purchase Agreement”), by and among the
Company, WISE-TV, Inc., a Delaware corporation (“TV”), and New Vision
Group, LLC, a Delaware limited liability company (“Seller”), the Company
acquired from Seller all of the issued and outstanding capital stock of TV,
which owns 100% of the issued and outstanding capital of NVG-Fort Wayne II,
Inc., an Indiana corporation (“NVG-FWII, Inc.”), which owns 100% of the
issued and outstanding limited liability company equity interests of NVG-Fort
Wayne, LLC, a Delaware limited liability company (“NVG-FW, LLC”), which
owns 100% of the issued and outstanding limited liability company equity
interests of WISE-TV License, LLC, a Delaware limited liability company (“License”
and collectively with TV, NVG-FWII, Inc. and NVG-FW, LLC, the “Additional
Guarantors”).


 


C.            Each
Additional Guarantor, as a Restricted Subsidiary under the Indenture, is required
under the Indenture to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Additional Guarantor shall unconditionally
guarantee all of the Company’s Obligations under the Notes and the Indenture on
the terms set forth in the Indenture, as a Guarantor.


 


D.            Pursuant
to Section 9.1 of the Indenture, the Trustee, the Company, the Additional
Guarantors and the Original Guarantors are authorized to execute and deliver
this First Supplemental Indenture to add Guarantees of the Notes by the
Additional Guarantors, without the consent of any Holder of a Note.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Company’s 9-3/4%
Senior Secured Notes due 2010:


 


Section 1.               Capitalized
Terms.


 


Capitalized
terms used but not otherwise defined herein that are defined in the Indenture shall
have the meanings given to them in the Indenture.


 


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Section
2.               Additional Guarantees.


 


Pursuant
to Section 4.16 of the Indenture, each Additional Guarantor
unconditionally guarantees all of the Company’s Obligations under the Notes and
the Indenture, as a Guarantor, on the terms and conditions set forth in the
Indenture, and otherwise agrees to be bound by the terms and conditions of the
Indenture, as a Guarantor.


 


Section 3.               Indenture.


 


Except as amended hereby, the Indenture and the Notes
are in all respects ratified and confirmed and all their terms shall remain in
full force and effect.  From and after
the effectiveness of this First Supplemental Indenture, any reference to the
Indenture shall mean the Indenture as so amended by this First Supplemental
Indenture.


 


Section 4.               Governing Law.


 


THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 5.               Successors.


 


All agreements of the Company, the Additional
Guarantors, the Original Guarantors and the Trustee in this First Supplemental
Indenture shall bind their respective successors and permitted assigns.  This First Supplemental Indenture shall be
binding upon each Holder of Notes and their respective successors and assigns.


 


Section 6.               Counterpart Originals.


 


The parties may sign any number of copies of this
First Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


Section 7.               Effective Date of this First Supplemental Indenture.


 


This First Supplemental Indenture shall be effective
pursuant to Section 9.4 of the Indenture immediately upon execution by
the Company, the Additional Guarantors and the Original Guarantors and delivery
to and execution by the Trustee of this First Supplemental Indenture.


 


Section 8.               Trustee Disclaimer.


 


The Trustee accepts the amendment of the Indenture
effected by this First Supplemental Indenture and agrees to execute the trust
created by the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee,
which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the


 


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performance of the trust created by the Indenture as
hereby amended.  Without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Additional
Guarantors, or for or with respect to (i) the validity, efficacy, or
sufficiency of this First Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the Company, any Additional
Guarantor or any Original Guarantor by corporate action or otherwise, or (iii)
the due execution hereof by the Company, each Additional Guarantor and each
Original Guarantor, and the Trustee makes no representation with respect to any
such matters.


 


Section 8.               Severability.


 


In case any provision of this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


Section 9.               Headings.


 


The Section headings of
this First Supplemental Indenture, which have been inserted for convenience of
reference only, are not to be considered a part of this First Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.


 


[Signature page
follows]


 


3





















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed and delivered by their duly authorized officers as of the date first
above written.


 


	
   

  	
  GRANITE BROADCASTING
  CORPORATION,

  
	
   

  	
   

  	
  as issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence I. Wills

  
	
   

  	
   

  	
  Name:Lawrence I. Wills

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHANNEL 11 LICENSE,
  INC.

  
	
   

  	
  GRANITE RESPONSE
  TELEVISION, INC.

  
	
   

  	
  KBJR LICENSE, INC.

  
	
   

  	
  KBJR, INC.

  
	
   

  	
  KBWB LICENSE, INC.

  
	
   

  	
  KBWB, INC.

  
	
   

  	
  KSEE LICENSE, INC.

  
	
   

  	
  KSEE TELEVISION, INC.

  
	
   

  	
  QUEEN CITY BROADCASTING
  OF NEW YORK, INC.

  
	
   

  	
  WEEK-TV LICENSE, INC.

  
	
   

  	
  WKBW-TV LICENSE, INC.

  
	
   

  	
  WPTA-TV LICENSE, INC.

  
	
   

  	
  WPTA-TV, INC.

  
	
   

  	
  WTVH LICENSE, INC.

  
	
   

  	
  WXON LICENSE, INC.

  
	
   

  	
  WXON, INC.,

  
	
   

  	
   

  	
  as Original Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence I. Wills

  	
   

  
	
   

  	
   

  	
  Name: Lawrence I. Wills

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	 
	WTVH, LLC,

	 
	 
	as an Original Guarantor

	 
	 
	 

	 
	By:
	GRANITE BROADCASTING CORPORATION,

the Sole Member of WTVH, LLC

	 
	 
	 

	 
	 
	 

	
   

  	
   

  	
  By:

  	
  /s/ Lawrence I. Wills

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lawrence I. Wills

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Financial Office

  
					



 


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  WISE-TV,
  INC.

  
	
   

  	
  NVG-FORT
  WAYNE II, INC.

  
	
   

  	
  NVG-FORT
  WAYNE, LLC

  
	
   

  	
  WISE-TV
  LICENSE, LLC,

  
	
   

  	
   

  	
  as Additional
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence I. Wills

  	
   

  
	
   

  	
   

  	
  Name: Lawrence I. Wills

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


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  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie D.
  Salovitch-Miller

  	
   

  
	
   

  	
   

  	
  Name: Julie D.
  Salovitch-Miller

  
	
   

  	
   

  	
  Title: Vice President

  



 


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