**Exhibit10.54(a)**

 

**GRANITEBROADCASTING CORPORATION**

 

**FIRST AMENDMENTTO AMENDED AND RESTATED CREDIT AGREEMENT**

 

**RECITALS**

 

This **FIRST AMENDMENT** (this **“Amendment”**) is dated as ofMarch 5, 2003, and entered into by and among **GRANITE BROADCASTING CORPORATION**,a Delaware corporation (the “**Borrower**”), the financial institutionslisted 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**”), assole lead arranger and book runner and as Collateral Agent (in such capacity,the “**CollateralAgent**”), and for purposes of Section IV hereof, the Loan Parties (asdefined in the Credit Agreement described below) listed on the signature pageshereof, and is made with reference to that certain Amended and Restated CreditAgreement, dated as of April 30, 2002, by and among the Borrower, the Lenderslisted therein, the Administrative Agent and the Collateral Agent (the “**CreditAgreement**”).  Capitalizedterms used herein without definition shall have the same meanings herein as setforth in the Credit Agreement.

 

**WHEREAS**, theBorrower and the Lenders desire to amend the Credit Agreement to make certainamendments as set forth below;

 

**NOW, THEREFORE**, inconsideration of the mutual covenants and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theAdministrative Agent, the Collateral Agent, the Lenders and the Borrower haveagreed as follows:

** **

**SECTION I.  AMENDMENTS TO THE CREDIT AGREEMENT**

** **

**A.****                                    Section5.1  Minimum Net Revenue.**   Section 5.1 of the Credit Agreement ishereby amended by (i) deleting the reference to “$36,000,000” in the columnlabeled “Tranche B Loan Parties” for the twelve-month period ending 12/31/03and substituting therefor “$30,400,000”; and (ii) deleting the reference to“$36,900,000” in the column labeled “Tranche B Loan Parties” for thetwelve-month period ending 03/31/04 and substituting therefor “$30,600,000”.

** **

**B.****                                    Section5.2  Minimum Adjusted Broadcast Cash Flow.**   Section 5.2 of the Credit Agreement ishereby amended by (i) deleting the reference to “$(1,400,000)” in the columnlabeled “Tranche B Loan Parties” for the twelve- month period ending 12/31/03and substituting therefor “$(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.****                                    Section5.5  Maximum Capital Expenditures.**   Section 5.5 of the Credit Agreement ishereby amended by deleting the references to “$2,000,000” in the column labeled

 

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“Consolidated” for eachof the three-month periods ending 06/30/03, 9/30/03 and 12/31/03 andsubstituting therefor “$7,300,000”, “$1,500,000”, and “$200,000”, respectively.

** **

**SECTION II. CONDITIONS TO EFFECTIVENESS**

 

This Amendmentshall become effective only upon the satisfaction of all the followingconditions precedent (the date of satisfaction of such conditions beingreferred to herein as the **“First Amendment Effective Date”**):

** **

**(a)****                                 **Onor before the First Amendment Effective Date, the Borrower shall deliver to theLenders (or to the Administrative Agent for the Lenders with sufficientoriginally executed copies, where appropriate, for each Lender and its counsel)the following, each unless noted, dated the First Amendment Effective Date:

 

1.                       Acertificate of its officer attaching a copy of all amendments to itsCertificate of Incorporation or Bylaws since April 30, 2002 or stating therehave been none;

 

2.                       Resolutionsof its Board of Directors approving and authorizing the execution, delivery andperformance of this Amendment, certified as of the First Amendment EffectiveDate by its corporate secretary or an assistant secretary as being in fullforce and effect without modification or amendment; and

 

3.                       Signatureand incumbency certificates of its officer executing this Amendment.

 

**(b)****                                 **Onor before the First Amendment Effective Date, the Administrative Agent shallhave received executed counterparts hereof from the Borrower, the Loan Partieslisted on the signature pages hereto, Requisite Tranche B Lenders and RequisiteLenders.

 

**(c)****                                 **Onor before the First Amendment Effective Date, (i) the Borrower shall deliver anamendment fee to the Administrative Agent, for distribution to each of theLenders executing and delivering this Amendment to the Administrative Agent onor prior to March 18, 2003 (which date may be extended by the AdministrativeAgent with the consent of the Borrower, such consent not to be unreasonablywithheld)(each such Lender, a **“Consenting Lender”**), equal to, withrespect to each Consenting Lender, (1) $350,000 multiplied by (2) suchConsenting Lender’s Ratable Portion of the Facilities; (ii) the Borrower shallhave paid all outstanding fees and expenses required to be paid pursuant toSection V(b) hereof; and (iii) the Borrower shall have paid all other feesseparately agreed to by the Borrower and any Agent which are due and payable onor prior to the First Amendment Effective Date.

** **

**SECTION III. BORROWER’S REPRESENTATIONS AND WARRANTIES**

 

In order to inducethe Lenders to enter into this Amendment and to amend the Credit Agreement inthe manner provided herein, the Borrower represents and warrants to each Lenderthat 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 executeand deliver this Amendment and to perform the Credit Agreement as amended bythis Amendment (the ***“*AmendedAgreement*”***).  The Borrower has taken all necessarycorporate action (including, without limitation, obtaining approval of itsstockholders if necessary) to authorize its execution and delivery of thisAmendment and the performance of the Amended Agreement.  This Amendment has been duly executed anddelivered by the Borrower, and this Amendment and the Amended Agreementconstitute the legal, valid and binding obligations of the Borrower,enforceable against it in accordance with their respective terms, except asenforceability 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 issought by proceedings in equity or at law). The Borrower’s execution and delivery of this Amendment and theperformance by the Borrower of the Amended Agreement do not and will notconflict with, or constitute a violation or breach of, or constitute a defaultunder, or result in the creation or imposition of any Lien upon the property ofthe Borrower or any of its Subsidiaries by reason of the terms of (i) anycontract, mortgage, Lien, lease, agreement, indenture, or instrument to whichthe Borrower is a party or which is binding upon it, (ii) any Requirementof Law applicable to the Borrower or any of its Subsidiaries, or (iii) thecertificate or articles of incorporation or bylaws of the Borrower or any ofits Subsidiaries.

 

**(b)****                                  GovernmentalAuthorization.**  No approval,consent, exemption, authorization, or other action by, or notice to, or filingwith, any Governmental Authority or other person is necessary or required inconnection with the execution and delivery of this Amendment or performance by,or enforcement against, the Borrower or any of its Subsidiaries of the AmendedAgreement.

** **

**(c)****                                  Incorporationof Representations and Warranties From Credit Agreement**.  The representations and warranties containedin Article IV of the Credit Agreement are and will be true, correct andcomplete in all material respects on and as of the First Amendment EffectiveDate to the same extent as though made on and as of that date, except to theextent such representations and warranties specifically relate to an earlierdate, in which case they were true, correct and complete in all materialrespects on and as of such earlier date.

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**(d)****                                  Absenceof Default**.  No event has occurredand is continuing or will result from the consummation of the transactionscontemplated by this Amendment that would constitute a Default or an Event ofDefault.

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**SECTION IV. ACKNOWLEDGEMENT AND CONSENT**

 

Each Loan Partyhereby acknowledges that it has reviewed the terms and provisions of the CreditAgreement and this Amendment.  Each LoanParty hereby confirms that each Loan Document to which it is a party orotherwise bound and all Collateral encumbered thereby will continue to guarantyor secure, as the case may be, to the fullest extent possible the payment andperformance of all Obligations now or hereafter existing under or in respect ofthe Credit Agreement.  Each Loan Partyacknowledges and agrees that any of the Loan Documents to which it is a partyor otherwise bound shall continue in full force and effect and that all of itsobligations thereunder shall be valid and enforceable and shall not be impairedor 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 toeffectiveness set forth in this Amendment, such Loan Party is not required bythe terms of the Credit Agreement or any other Loan Document to consent to thisAmendment and (b) nothing in the Credit Agreement, this Amendment or any otherLoan Document shall be deemed to require the consent of such Loan Party to anyfuture consents or waivers to the Credit Agreement.

 

**SECTION V.  MISCELLANEOUS**

 

**(a)****                                  Referenceto and Effect on the Credit Agreement and the Other Loan Documents.**

 

(i)                     On and after the First Amendment Effective Date, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of likeimport referring to the Credit Agreement, and each reference in the other LoanDocuments to the “Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement shall mean and be a reference to theAmended Agreement.

 

(ii)                  Exceptas specifically amended by this Amendment, the Credit Agreement and the otherLoan Documents shall remain in full force and effect and are hereby ratifiedand confirmed.

 

(iii)               The execution, delivery and performanceof this Amendment shall not, except as expressly provided herein, constitute awaiver of any provision of, or operate as a waiver of any right, power orremedy of the Administrative Agent or any Lender under, the Credit Agreement orany of the other Loan Documents.

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**(b)****                                  Feesand Expenses**.  Borrower acknowledgesthat all costs, fees and expenses as described in subsection 11.4 of the CreditAgreement incurred by Administrative Agent and its counsel with respect to thisAmendment and the documents and transactions contemplated hereby shall be forthe account of Borrower.  Borrower shallconcurrently with the execution and delivery of this Amendment pay all accruedand unpaid fees of O’Melveny & Myers LLP, counsel to Administrative Agent,including all fees and expenses incurred in connection with this Amendment.

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**(c)****                                  Captions**.  The captions contained in this Amendment arefor convenience of reference only, are without substantive meaning and shouldnot be construed to modify, enlarge or restrict any provision.

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**(d)****                                  GoverningLaw**.  THIS AMENDMENT AND THE RIGHTSAND LIABILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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**(e)****                                  Counterparts**.  This Amendment may be executed in any numberof counterparts, and by the Administrative Agent, each Lender and the Borrowerin separate counterparts, each of which shall be an original, but all of whichshall together constitute one and the same amendment; signature pages may bedetached from multiple separate counterparts and

 

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attached to a single counterpart so that all signature pages arephysically 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 deliveredby their respective officers thereunto duly authorized as of the date firstwritten 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 |
|        |                                                                          |  |  |  |

 

SignaturePage 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:                                                                                                      |   |

 

SignaturePage to First Amendment

 

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