GRRP / Granite Broadcasting Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): December 11, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0167 Washington, D.

W. Don Cornwell

Exhibit 99.1 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 Granite Broadcasting Voluntarily Files Petition for Reorganization New York, New York, December 11, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it, along with certain of its subsidiaries, has voluntarily filed petitions for reorganization under chapter 11 of

(a) Notwithstanding anything in this Agreement or any other Credit Document to the contrary, each of the Borrowers hereby accepts joint and several liability hereunder and under the other Credit Documents in consideration of the financial accommodati

Exhibit 10.2 EXECUTION COPY DEBTOR-IN-POSSESSION FINANCING AGREEMENT dated as of December 11, 2006 among GRANITE BROADCASTING CORPORATION, KBWB LICENSE, INC., KBWB, INC., WEEK-TV LICENSE, INC., WXON LICENSE, INC., WXON, INC., as Borrowers VARIOUS LENDERS, and SILVER POINT FINANCE, LLC, as Administrative Agent and Collateral Agent Senior Secured Super-Priority Debtor-in-Possession Facility TABLE OF

SECTION 1. DEFINITIONS AND INTERPRETATION SECTION 2. ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS SECTION 3. TREATMENT OF CLAIMS AND INTERESTS SECTION 4. MEANS FOR IMPLEMENTATION SECTION 5. DISTRIBUTIONS SECTION 6. PROCEDURES FOR TREATING DI

Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - x : In re: : Chapter 11 : GRANITE BROADCASTING : Case No. 06- ( ) CORPORATION, et al., : : Debtors. : (Jointly Administered) - x DEBTORS’ JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AKIN GUMP STRAUSS HAUER & FELD LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 Attorneys for Debtors a

(b) The members of the Granite Group shall (i) maintain their good standing under the laws of the State or other jurisdiction in which they are incorporated or organized, and (ii) notify the Parties of any governmental or third party complaints, liti

Exhibit 10.1 RESTRUCTURING SUPPORT AGREEMENT 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 9, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 21 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

AMENDMENT NO. 2 AND LIMITED WAIVER

Exhibit 4 AMENDMENT NO. 2 AND LIMITED WAIVER This AMENDMENT NO. 2 AND LIMITED WAIVER UNDER CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 31st day of August, 2006, by and among Granite Broadcasting Corporation (“Company”), the Subsidiaries of Company listed on the signature pages hereto, as Guarantors (each a “Guarantor” and collectively the “Guarantors”), the Lenders party on

AMENDMENT NO. 1

Exhibit 4 EXECUTION COPY AMENDMENT NO. 1 This AMENDMENT NO. 1 UNDER CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made as of the 15th day of August, 2006, by and among Granite Broadcasting Corporation (“Company”), the Subsidiaries of Company listed on the signature pages hereto, as Guarantors (each a “Guarantor” and collectively the “Guarantors”), the Lenders party on the signature pages her

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 15, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING C

GRANITE BROADCASTING CORPORATION, THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 1, 2006 Dated as of December 22, 2003 as amended by the First Supplemental Indenture dated as of March 9, 2

Exhibit 4 Execution Copy GRANITE BROADCASTING CORPORATION, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 1, 2006 to INDENTURE Dated as of December 22, 2003 as amended by the First Supplemental Indenture dated as of March 9, 2005 and the Second Supplemental Indenture dated as of July 5, 2006 9?3/4% SENIOR SECURED NOTES DUE 2010 1 This THIRD SUPPLEMENTAL INDENTURE, dated as of August 1, 2006 (this ?Third Supplemental Indenture?), is made by and among Granite Broadcasting Corporation, a Delaware corporation, as issuer (the ?Company?), the Guarantors, and The Bank of New York, a New York banking corporation, as trustee (the ?Trustee?).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 1, 2006 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 1, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

EX-99

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 GRANITE BROADCASTING REPORTS SECOND QUARTER 2006 RESULTS -Results Exceed Guidance- - -Strong Growth in Local Revenue - - - Integration of Third Station in Upstate New York Underway- NEW YORK, August 2, 2006 ? Granite Broadcasting Corporation (OTCBB: GBTVK) today reported results for the second quarter an

Represents Company’s Fourth and Fifth Markets in Upstate New York

Exhibit 99 Granite Broadcasting Corporation Completes Acquisition of WBNG-TV, CBS Affiliate in Binghamton/Elmira, New York Represents Company’s Fourth and Fifth Markets in Upstate New York NEW YORK, July 26, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has completed the acquisition of WBNG, Channel 12, the CBS-affiliated television station serving Binghamton and Elmira, New York, for $45 million in cash, before closing adjustments.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): July 26, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): July 17, 2006 Granite Broadcastin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): July 17, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

GRANITE BROADCASTING CORPORATION ANNOUNCES TERMINATION OF SALE AGREEMENTS FOR DETROIT AND SAN FRANCISCO TELEVISION STATIONS Will Continue to Explore Opportunities to Sell San Francisco Station Acquisition of CBS Affiliate in Binghamton New York Expec

Exhibit 99.1 GRANITE BROADCASTING CORPORATION ANNOUNCES TERMINATION OF SALE AGREEMENTS FOR DETROIT AND SAN FRANCISCO TELEVISION STATIONS Will Continue to Explore Opportunities to Sell San Francisco Station Acquisition of CBS Affiliate in Binghamton New York Expected To Close the Last Week of July New York, New York — July 18, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) anno

CORRECTED CERTIFICATE OF INCREASE AUTHORIZED NUMBER OF SHARES 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK GRANITE BROADCASTING CORPORATION (Pursuant to Sections 103(f) and 151 of the General Corporation Law of the State of Delaware)

Exhibit 3.2 CORRECTED CERTIFICATE OF INCREASE OF AUTHORIZED NUMBER OF SHARES OF 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Sections 103(f) and 151 of the General Corporation Law of the State of Delaware) This Corrected Certificate of Increase of Authorized Number of Shares of 12¾% Cumulative Exchangeable Preferred Stock of Granite Broadcasting Cor

CORRECTED CERTIFICATE OF RETIREMENT OF 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Sections 103(f) and 243 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CORRECTED CERTIFICATE OF RETIREMENT OF 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Sections 103(f) and 243 of the General Corporation Law of the State of Delaware) This Corrected Certificate of Retirement of 12¾% Cumulative Exchangeable Preferred Stock of Granite Broadcasting Corporation, dated as of July 13, 2006, is being duly execute

GRANITE BROADCASTING CORPORATION, THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 5, 2006 Dated as of December 22, 2003 as amended by the First Supplemental Indenture dated as of March 9, 20

Exhibit 4.2 GRANITE BROADCASTING CORPORATION, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 5, 2006 to INDENTURE Dated as of December 22, 2003 as amended by the First Supplemental Indenture dated as of March 9, 2005 9-3/4% SENIOR SECURED NOTES DUE 2010 This SECOND SUPPLEMENTAL INDENTURE, dated as of July 5, 2006 (this “Second Supple

GRANITE BROADCASTING CORPORATION SUPPLEMENTAL AGREEMENT Dated as of July 5, 2006 In relation to SECOND SUPPLEMENTAL INDENTURE CREDIT AND GUARANTY AGREEMENT Each dated as of July 5, 2006

Exhibit 4.3 GRANITE BROADCASTING CORPORATION SUPPLEMENTAL AGREEMENT Dated as of July 5, 2006 In relation to SECOND SUPPLEMENTAL INDENTURE And CREDIT AND GUARANTY AGREEMENT Each dated as of July 5, 2006 This SUPPLEMENTAL AGREEMENT, dated as of July 5, 2006 (this ?Agreement?), is made by and among Granite Broadcasting Corporation, a Delaware corporation (the ?Company?), the parties identified as ?Gu

CREDIT AND GUARANTY AGREEMENT dated as of July 5, 2006 GRANITE BROADCASTING CORPORATION, THE SUBSIDIARIES OF GRANITE BROADCASTING CORPORATION, as Guarantors, VARIOUS LENDERS, SILVER POINT FINANCE, LLC, as Administrative Agent $70,000,000 Senior Secur

Exhibit 4.1 Execution CREDIT AND GUARANTY AGREEMENT dated as of July 5, 2006 among GRANITE BROADCASTING CORPORATION, THE SUBSIDIARIES OF GRANITE BROADCASTING CORPORATION, as Guarantors, VARIOUS LENDERS, and SILVER POINT FINANCE, LLC, as Administrative Agent $70,000,000 Senior Secured Credit Facilities TABLE OF CONTENTS SECTION 1. DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Accounting Te

GRANITE BROADCASTING CORPORATION ENTERS INTO NEW SENIOR CREDIT FACILITY AND MAKES INTEREST PAYMENT ON ITS 9 ¾% SENIOR SECURED NOTES EXPECTS TO CLOSE BINGHAMTON ACQUISITION IN JULY

Exhibit 99.1 GRANITE BROADCASTING CORPORATION ENTERS INTO NEW SENIOR CREDIT FACILITY AND MAKES INTEREST PAYMENT ON ITS 9 ?% SENIOR SECURED NOTES EXPECTS TO CLOSE BINGHAMTON ACQUISITION IN JULY New York, New York ? July 5, 2006 ? Granite Broadcasting Corporation (OTCBB: GBTVK) announced today that it has entered into a new senior credit facility (the ?Facility?). The Facility provides for two secur

CERTIFICATE OF INCREASE AUTHORIZED NUMBER OF SHARES 12?% CUMULATIVE EXCHANGEABLE PREFERRED STOCK GRANITE BROADCASTING CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF INCREASE OF AUTHORIZED NUMBER OF SHARES OF 12?% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Granite Broadcasting Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERT

Granite Broadcasting Corporation Reaches Agreement in Principle On New Senior Credit Facility

Exhibit 99.2 Granite Broadcasting Corporation Reaches Agreement in Principle On New Senior Credit Facility New York, New York — July 3, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has reached agreement in principle on a new senior credit facility (the “Facility”). The Facility, which the Company anticipates will close and fund early this week, provid

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): July 3, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of in

CERTIFICATE OF RETIREMENT OF 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Section 243 of the General Corporation Law of the State of Delaware)

Exhibit 3.2 CERTIFICATE OF RETIREMENT OF 12¾% CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF GRANITE BROADCASTING CORPORATION (Pursuant to Section 243 of the General Corporation Law of the State of Delaware) Granite Broadcasting Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows: FIRST: That, pursu

AMENDMENTS TO AMENDED AND RESTATED BYLAWS OF GRANITE BROADCASTING CORPORATION

Exhibit 3.1 AMENDMENTS TO AMENDED AND RESTATED BYLAWS OF GRANITE BROADCASTING CORPORATION Article III, Section 8 is amended by deleting the same in its entirety and inserting the following in its place: Section 8. Notice and Place of Meetings: Meetings of the Board of Directors may be held at the principal office of the Corporation, or at such place as shall be determined in the notice of such mee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): June 26, 2006 Granite Broadcastin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): June 26, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): June 7, 2006 Granite Broadcasting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): June 7, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): May 26, 2006 Granite Broadcasting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): May 26, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of in

GRANITE BROADCASTING CORPORATION COMMENTS ON JUNE 1, 2006 INTEREST PAYMENT FOR ITS 9¾% SENIOR SECURED NOTES DUE 2010

Exhibit 99.1 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 GRANITE BROADCASTING CORPORATION COMMENTS ON JUNE 1, 2006 INTEREST PAYMENT FOR ITS 9¾% SENIOR SECURED NOTES DUE 2010 New York, New York — May 31, 2006 — Granite Broadcasting Corporation (OTCBB: GBTVK) announced today that it expects to make its June 1, 2006 interest payment of $19.7 million on its 9¾%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 9, 2006 Granite Broadcastin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 9, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

MALARA BROADCAST GROUP INC. FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 4.1 MALARA BROADCAST GROUP INC. FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) is dated as of March 9, 2006 by and among MALARA BROADCAST GROUP INC., a Delaware corporation (“Parent”), MALARA BROADCAST GROUP OF DULUTH LLC, a Delaware limited liability company (“KDLH(TV)”), MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING

PURCHASE AND SALE AGREEMENT DS AUDIBLE DETROIT, LLC GRANITE BROADCASTING CORPORATION WXON, INC. WXON LICENSE, INC. dated as of May 1, 2006

EX-2.2 3 a06-110711ex2d2.htm WDWB PURCHASE AND SALE AGREEMENT Exhibit 2.2 EXECUTION VERSION PURCHASE AND SALE AGREEMENT AMONG DS AUDIBLE DETROIT, LLC GRANITE BROADCASTING CORPORATION WXON, INC. AND WXON LICENSE, INC. dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 13 1.3. Other Definition Provisions 13 ARTICLE II. PURCHASE OF BROAD

FOR IMMEDIATE RELEASE

Exhibit 99.2 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 FOR IMMEDIATE RELEASE GRANITE BROADCASTING REPORTS FIRST QUARTER 2006 RESULTS — Net Revenue Increases 18 Percent, Exceeding Guidance — — Top-Line Growth and Cost Controls Drive Significant Margin Improvement — — Pending Station Sales Enable Continued Implementation of Strategic Plan — NEW YORK, May 2,

Granite Broadcasting Corporation to Sell San Francisco and Detroit Stations

Exhibit 99.1 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Granite Broadcasting Corporation to Sell San Francisco and Detroit Stations NEW YORK, May 2, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has entered into definitive agreements to sell its television stations KBWB, Channel 20 in San F

PURCHASE AND SALE AGREEMENT DS AUDIBLE SAN FRANCISCO, LLC GRANITE BROADCASTING CORPORATION KBWB, INC. KBWB LICENSE, INC. dated as of May 1, 2006

Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT AMONG DS AUDIBLE SAN FRANCISCO, LLC GRANITE BROADCASTING CORPORATION KBWB, INC. AND KBWB LICENSE, INC. dated as of May 1, 2006 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 13 1.3. Other Definition Provisions 13 ARTICLE II. PURCHASE OF BROADCASTING ASSETS, PURCHASE PRICE AND METHOD OF PAYMENT 14

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Termination of a Material Definitive Agreement, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): May 1, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of inc

We make available free of charge, on or through the SEC Filings section of our web site (http://www.granitetv.com/), our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 Commission file number 0-19728 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3458782 (State of Incorporation) (I.R.S. Employer Identifi

GRANITE SUBSIDIARIES

Exhibit 21 GRANITE SUBSIDIARIES JURISDICTION OF ORGANIZATION Granite Response Television, Inc.

GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL-YEAR ENDED DECEMBER 31, 2005 -Results Exceed Guidance- -Expect Strong First Quarter and Full Year 2006 Results- -Retained Financial Advisor-

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL-YEAR ENDED DECEMBER 31, 2005 -Results Exceed Guidance- -Expect Strong First Quarter and Full Year 2006 Results- -Retained Financial Advisor- NEW YORK, March 14, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) today r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 14, 2006 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 14, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): February 10, 2006 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): February 10, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

Exhibit 10.5 REIMBURSEMENT AND REFINANCING AGREEMENT

Exhibit 10.5 REIMBURSEMENT AND REFINANCING AGREEMENT This REIMBURSEMENT AND REFINANCING AGREEMENT, dated as of March 8, 2005 (this “Agreement”), by and by and among MALARA BROADCAST GROUP OF DULUTH LLC, a Delaware limited liability company (“KDLH(TV)”), MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC, a Delaware limited liability company (the “Duluth Licensee”, and, together with KDLH(TV), the “Dulu

ARTICLE I DEFINITIONS AND INTERPRETATION ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF COLLATERAL ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS ARTICLE V CERTAIN

Exhibit 10.3 FORM OF SECURITY AGREEMENT By GRANITE BROADCASTING CORPORATION, as Issuer and THE GUARANTORS PARTY HERETO and The Bank of New York, as Collateral Agent Dated as of TABLE OF CONTENTS Page PREAMBLE 1 RECITALS 1 AGREEMENT 1 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 9 SECTION 1.3. Perfection Certificate 9 ARTICLE II GRANT OF SECURITY A

Granite Broadcasting Corporation Announces Intention to Market its San Francisco and Detroit Stations Amends Existing Purchase and Sale Agreements

Exhibit 99 Granite Broadcasting Corporation Announces Intention to Market its San Francisco and Detroit Stations Amends Existing Purchase and Sale Agreements NEW YORK, Feb.

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Exhibit 10.1 February 14, 2006 Granite Broadcasting Corporation 767 Third Avenue 34th Floor New York, NY 10017 Attention: Lawrence I. Wills Senior Vice President-Chief Financial Officer Dear Mr. Wills: Reference is made to that certain Purchase and Sale Agreement (the “Purchase Agreement”) dated as of September 8, 2005 among AM Broadcasting KBWB, Inc. (the “Buyer”), Granite Broadcasting Corporatio

ARTICLE I DEFINITIONS AND INTERPRETATION ARTICLE II GRANTS AND SECURED OBLIGATIONS ARTICLE III REPRESENTATIONS AND WARRANTIES OF MORTGAGOR ARTICLE IV CERTAIN COVENANTS OF MORTGAGOR ARTICLE V LEASES ARTICLE VI CONCERNING ASSIGNMENT OF LEASES

Exhibit 10.4 FORM OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING BY [ ], Mortgagor, TO [ ], as Trustee and Collateral Agent, Mortgagee Securing Principal Indebtedness of $300,000,000; Dated as of [ ], 2003 Relating to Premises in: [ ] County, [ ] After recording, please return to: Athy A. Mobilia, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 1000

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Exhibit 10.2 February 14, 2006 Granite Broadcasting Corporation 767 Third Avenue 34th Floor New York, NY 10017 Attention: Lawrence I. Wills Senior Vice President-Chief Financial Officer Dear Mr. Wills: Reference is made to that certain Purchase and Sale Agreement (the “Purchase Agreement”) dated as of September 8, 2005 among AM Broadcasting WDWB, Inc. (the “Buyer”), Granite Broadcasting Corporatio

PURCHASE AND SALE AGREEMENT BY AND AMONG TELEVISION STATION GROUP HOLDINGS, LLC TELEVISION STATION GROUP, LLC TELEVISION STATION GROUP LICENSE SUBSIDIARY, LLC, WBNG, INC. WBNG LICENSE, INC. DATED AS OF JANUARY 13, 2006

Exhibit 10 PURCHASE AND SALE AGREEMENT BY AND AMONG TELEVISION STATION GROUP HOLDINGS, LLC TELEVISION STATION GROUP, LLC TELEVISION STATION GROUP LICENSE SUBSIDIARY, LLC, WBNG, INC.

Granite Broadcasting Corporation to Acquire CBS Affiliate in Upstate New York for $45 Million

Exhibit 99 Granite Broadcasting Corporation to Acquire CBS Affiliate in Upstate New York for $45 Million New York ? January 13, 2006 ? Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has entered into a definitive agreement to acquire the assets of WBNG, Channel 12, the CBS-affiliated television station serving Binghamton and Elmira, New York, for $45 million in cash, before closing adjustments.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): January 13, 2006 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 10, 2005 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 10, 2005 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

Granite Broadcasting Reports Third Quarter 2005 Results - Results In-Line with Guidance - - Continue to Implement Strategic Initiatives -

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 Granite Broadcasting Reports Third Quarter 2005 Results - Results In-Line with Guidance - - Continue to Implement Strategic Initiatives - NEW YORK, Nov. 10 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) today reported results for the third quarter of 2005. Reported results exclude the res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): October 24, 2005 Granite Broadcas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): October 24, 2005 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction o

Granite Broadcasting Corporation Announces the Election of Two New Directors to Its Board

Exhibit 99 Granite Broadcasting Corporation Announces the Election of Two New Directors to Its Board NEW YORK, Oct.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): September 8, 2005 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

PURCHASE AND SALE AGREEMENT AMONG AM BROADCASTING KBWB, INC. GRANITE BROADCASTING CORPORATION KBWB, INC. AND KBWB LICENSE, INC. dated as of September 8, 2005

Exhibit 2.1 Execution Copy PURCHASE AND SALE AGREEMENT AMONG AM BROADCASTING KBWB, INC. GRANITE BROADCASTING CORPORATION KBWB, INC. AND KBWB LICENSE, INC. dated as of September 8, 2005 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 12 1.3. Other Definition Provisions 12 ARTICLE II PURCHASE OF BROADCASTING ASSETS, PURCHASE PRICE AND METHOD OF PAYMENT 12 2.1. Pu

Granite Broadcasting Corporation to Sell San Francisco and Detroit WB Stations to AM Media Holdings, LLC

Exhibit 99 Granite Broadcasting Corporation to Sell San Francisco and Detroit WB Stations to AM Media Holdings, LLC New York, New York – September 8, 2005 – Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has entered into separate definitive agreements to sell its WB-affiliated television stations, KBWB, Channel 20 in San Francisco, California and WDWB, Channel 20 in Detroit, Michigan to wholly-owned subsidiaries of AM Media Holdings, LLC, an affiliate of ACON Investments, LLC.

PURCHASE AND SALE AGREEMENT AM BROADCASTING WDWB, INC. GRANITE BROADCASTING CORPORATION WXON, INC. WXON LICENSE, INC. dated as of September 8, 2005

Exhibit 2.2 Execution Copy PURCHASE AND SALE AGREEMENT AMONG AM BROADCASTING WDWB, INC. GRANITE BROADCASTING CORPORATION WXON, INC. AND WXON LICENSE, INC. dated as of September 8, 2005 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 12 1.3. Other Definition Provisions 12 ARTICLE II PURCHASE OF BROADCASTING ASSETS, PURCHASE PRICE AND METHOD OF PAYMENT 12 2.1. Pu

FOR IMMEDIATE RELEASE

EXHIBIT 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 FOR IMMEDIATE RELEASE GRANITE BROADCASTING REPORTS FIRST QUARTER 2005 RESULTS -Results Substantially Exceed Guidance- -Cost Reduction Initiatives Result in Improved Margins- -Commences Shared Services with Malara Broadcast Group- NEW YORK, May 2, 2005 — Granite Broadcasting Corporation (OTCBB: GBTVK) tod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 11, 2005 Granite Broadcast

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 11, 2005 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

FOR IMMEDIATE RELEASE

EXHIBIT 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 FOR IMMEDIATE RELEASE GRANITE BROADCASTING REPORTS SECOND QUARTER 2005 RESULTS -Results In-Line with Guidance- -Station Group Achieved Significant Margin Improvement- NEW YORK, August 11, 2005 — Granite Broadcasting Corporation (OTCBB: GBTVK) today reported results for the second quarter of 2005. Second

GRANITE BROADCASTING CORPORATION 767 Third Avenue 34th Floor New York, New York 10017

GRANITE BROADCASTING CORPORATION 767 Third Avenue 34th Floor New York, New York 10017 June 22, 2005 VIA EDGAR U.

2

May 27, 2005 VIA EDGAR U.S. Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Mr. Lawrence Spirgel, Assistant Director Mail Stop 0407 Re: Granite Broadcasting Corporation Form 10-K for the fiscal year ended December 31, 2004 Filed March 31, 2005 File No. 0-19728 Dear Mr. Spirgel: Set forth below are the responses of Granite Broadcasting Cor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING

GRANITE BROADCASTING CORPORATION 767 Third Avenue 34th Floor New York, New York 10017

GRANITE BROADCASTING CORPORATION 767 Third Avenue 34th Floor New York, New York 10017 April 26, 2005 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street, N.

1. Term. This Agreement shall become effective as of 3:00 A.M., New York City time on January 1, 2003. Unless sooner terminated as provided hereunder, this Agreement shall remain in effect until 2:59 A.M., New York City time on January 1, 2011. 2. P

Exhibit 10.18 30 Rockefeller Plaza A Division of New York, NY 10112 National Broadcasting 212-664-4444 Company, Inc. As of January 1, 2003 Corporation for General Trade 2633 West State Boulevard Ft. Wayne, Indiana 46808 (“Licensee”) RE: WKJG (Ft. Wayne, Indiana) Ladies and Gentlemen: The following shall comprise the agreement among us for the affiliation of the television broadcasting station WKJG

JURISDICTION OF ORGANIZATION

Exhibit 21 GRANITE SUBSIDIARIES JURISDICTION OF ORGANIZATION Granite Response Television, Inc.

We make available free of charge, on or through the SEC Filings section of our web site (http://www.granitetv.com/), our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission file number 0-19728 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3458782 (State of Incorporation) (I.R.S. Employer Identifi

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Exhibit 10.1 GUARANTY This Guaranty is entered into as of March 8, 2005 by GRANITE BROADCASTING CORPORATION, a Delaware corporation (“Guarantor”), in favor of and for the benefit of D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., and its successors, in such capacity, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions (“Lenders”) party to

GRANITE BROADCASTING CORPORATION and THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 9, 2005 Dated as of December 22, 2003 9–3/4% SENIOR SECURED NOTES DUE 2010

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 Corporatio

CREDIT AGREEMENT Dated as of March 8, 2005 MALARA BROADCAST GROUP INC., as Parent Guarantor MALARA BROADCAST GROUP OF DULUTH LLC, MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC, MALARA BROADCAST GROUP OF FORT WAYNE LLC, and MALARA BROADCAST GROUP OF F

Exhibit 4.1 CREDIT AGREEMENT Dated as of March 8, 2005 among MALARA BROADCAST GROUP INC., as Parent Guarantor MALARA BROADCAST GROUP OF DULUTH LLC, MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC, MALARA BROADCAST GROUP OF FORT WAYNE LLC, and MALARA BROADCAST GROUP OF FORT WAYNE LICENSEE LLC, as Borrowers, THE LENDERS LISTED HEREIN, as Lenders, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Adminis

GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED DECEMBER 31, 2004 -Results Exceed Guidance- -Cost Reduction Initiatives Result in Significant Savings- -Commences Shared Services with Malara Broadcast Group-

Exhibit 99.1 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 FOR IMMEDIATE RELEASE GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR ENDED DECEMBER 31, 2004 -Results Exceed Guidance- -Cost Reduction Initiatives Result in Significant Savings- -Commences Shared Services with Malara Broadcast Group- NEW YORK, March 9, 2005 — Granite Broadcas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 7, 2005 Granite Broadcastin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 7, 2005 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): December 31, 2004 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): December 31, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

GRANITE BROADCASTING CORPORATION Incorporated Under the Laws of the State of Delaware AMENDED AND RESTATED BYLAWS ARTICLE I

Exhibit 3.1 GRANITE BROADCASTING CORPORATION Incorporated Under the Laws of the State of Delaware AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES. The registered office of the Corporation in Delaware shall be at 1013 Centre Road in the City of Wilmington, County of New Castle, in the State of Delaware, and Corporation Service Company shall be the resident agent of this Corporation in charge thereof.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 15, 2004 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 15, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 10, 2004 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 10, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

GRANITE BROADCASTING REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004 -Results In-Line with Guidance- -WB Affiliation Agreement Renewed in Detroit- -Cost Reduction Initiatives Result in Significant Savings-

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Larry Wills Telephone: 212/826-2530 GRANITE BROADCASTING REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004 -Results In-Line with Guidance- -WB Affiliation Agreement Renewed in Detroit- -Cost Reduction Initiatives Result in Significant Savings- NEW YORK, November 10, 2004 — Granite Broadcasting Corporation (OTCBB: GBTVK) report

May 20, 2004

Exhibit 10.2 May 20, 2004 Modified August 31, 2004 Modified October 8, 2004 Modified October 27, 2004 Via telecopier (212-826-2858) and by First class mail Mr. Larry Wills Chief Financial Officer Granite Broadcasting Corporation 34th Floor 767 Third Avenue New York, New York 10017 Dear Larry: Reference is made to that Station Affiliation Agreement dated as of February 1, 1997 (the “Agreement”) und

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

(b) Performance Objective. The Performance Objective shall be that the Participant, either alone or together with others, obtains on behalf of the Company, on or before April 15, 2004, the refinancing of the Company’s current senior debt, as reflecte

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (“Agreement”), dated as of September 21, 2004, is made and entered into by and between Stuart J. Beck (“Executive”) and Granite Broadcasting Corporation, a Delaware corporation (“Granite” and together with its subsidiaries and affiliates, the “Company”). The signatories to this Agreement are referred to collectively as the “Parties.” RECI

Granite Broadcasting’s Stuart Beck Appointed as Ambassador/Permanent Representative of the Republic of Palau to the United Nations

Exhibit 99 Granite Broadcasting’s Stuart Beck Appointed as Ambassador/Permanent Representative of the Republic of Palau to the United Nations NEW YORK, Sept.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): September 21, 2004 Granite Broadc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): September 21, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

Granite Broadcasting Corporation Promotes Lawrence Wills to Chief Financial Officer

Exhibit 99 Granite Broadcasting Corporation Promotes Lawrence Wills to Chief Financial Officer 14-year Granite Veteran to Lead Corporate Finance Department NEW YORK, Sept.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): September 7, 2004 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): September 7, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 6, 2004 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 6, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

FOR IMMEDIATE RELEASE

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Friday, August 6, 2004 GRANITE BROADCASTING REPORTS RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2004 -Results In Line with Guidance- - -Pistons Alliance in Detroit Creates Unique Branding and Marketing Opportunity- - -Commenced Cost Savings Initiative to Improve Operating Margin

PROSPECTUS Granite Broadcasting Corporation Offer to Exchange 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) which have been registered under the Securities Act of 1933 for all outstanding 93/4% Senior Secured Notes Due 2010 ($40

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS FILED PURSUANT TO RULE 421(b)(3) REGISTRATION NO.

As filed with the Securities and Exchange Commission on June 9, 2004

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on June 9, 2004 Registration No.

NOTICE OF GUARANTEED DELIVERY Granite Broadcasting Corporation Offer to Exchange up to $405,000,000 of its 93/4% Senior Secured Notes Due 2010 which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY Granite Broadcasting Corporation Offer to Exchange up to $405,000,000 of its 93/4% Senior Secured Notes Due 2010 which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 93/4% Senior Secured Notes Due 2010 that were issued on December 22, 2

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands except ratios)

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands except ratios) Years ended December 31, Three months ended March 31, 1999 2000 2001 2002 2003 2003 2004 Fixed Charges: Interest expense 37,617 $ 29,654 $ 47,482 $ 34,889 $ 31,305 $ 7,627 $ 9,873 Non cash interest expense 3,115 3,008 7,951 13,031 4,969 1,071

FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 25.1 FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK (Exact name of trustee as spec

EX-21.1

Exhibit 21.1 GRANITE SUBSIDIARIES JURISDICTION OF ORGANIZATION Granite Response Television, Inc. Delaware KBJR License, Inc. Delaware KBWB License, Inc. Delaware KSEE License, Inc. Delaware KBWB, Inc. Delaware Queen City Broadcasting of New York, Inc. New York KBJR, Inc. Delaware KSEE Television, Inc. Delaware WEEK-TV License, Inc. Delaware WKBW-TV License, Inc. Delaware WPTA-TV License, Inc. Dela

NOTICE TO INVESTORS GRANITE BROADCASTING CORPORATION OFFER TO EXCHANGE 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) which have been registered under the Securities Act of 1933 (the "Securities Act") for all outstanding 93/4% Se

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.3 NOTICE TO INVESTORS GRANITE BROADCASTING CORPORATION OFFER TO EXCHANGE 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) which have been registered under the Securities Act of 1933 (the "Securities Act") for all outstanding 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) issued on D

NOTICE TO BROKER DEALERS GRANITE BROADCASTING CORPORATION OFFER TO EXCHANGE 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) which have been registered under the Securities Act of 1933 (the "Securities Act") for all outstanding 93/

EXHIBIT 99.4 NOTICE TO BROKER DEALERS GRANITE BROADCASTING CORPORATION OFFER TO EXCHANGE 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) which have been registered under the Securities Act of 1933 (the "Securities Act") for all outstanding 93/4% Senior Secured Notes Due 2010 ($405,000,000 principal amount) issued on December 22, 2003 , 2004 To Brokers, Dealers, Commercial Banks

$405,000,000 GRANITE BROADCASTING CORPORATION 93/4% Senior Secured Notes due 2010 Purchase Agreement

EXHIBIT 1.1 $405,000,000 GRANITE BROADCASTING CORPORATION 93/4% Senior Secured Notes due 2010 Purchase Agreement December 8, 2003 J.P. Morgan Securities Inc. As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: Granite Broadcasting Corporation, a Delaware corporation (the "Comp

LETTER OF TRANSMITTAL Granite Broadcasting Corporation Offer to Exchange up to $405,000,000 of its 93/4% Senior Secured Notes Due 2010 which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 93/4% S

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 LETTER OF TRANSMITTAL Granite Broadcasting Corporation Offer to Exchange up to $405,000,000 of its 93/4% Senior Secured Notes Due 2010 which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 93/4% Senior Secured Notes Due 2010 that were issued on December 22, 2003 in a

As filed with the Securities and Exchange Commission on May 27, 2004

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS As filed with the Securities and Exchange Commission on May 27, 2004 Registration No.

* * * * *

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212/826-2530 GRANITE BROADCASTING CORPORATION COMMENTS ON NASDAQ LISTING New York, New York – May 7, 2004 – Granite Broadcasting Corporation (NASDAQ: GBTVK) announced today that the Company received a Nasdaq Staff Determination indicating that Granite fails to comply with the market value of listed shares requireme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): May 7, 2004 Granite Broadcasting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): May 7, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of inc

Granite Broadcasting Reports Results for the Quarter Ended March 31, 2004

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212-826-2530 Granite Broadcasting Reports Results for the Quarter Ended March 31, 2004 • Results Exceed Guidance - • Strategic Operating Arrangements Announced in Fort Wayne and Duluth - NEW YORK, April 27, 2004— Granite Broadcasting Corporation (Nasdaq: GBTVK) reported results for the first quarter that exceeded t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): April 27, 2004 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): April 27, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

JURISDICTION OF ORGANIZATION

Exhibit 21 GRANITE SUBSIDIARIES JURISDICTION OF ORGANIZATION Granite Response Television, Inc.

1. The preamble of the Primary Agreement is hereby deleted in its entirety and replaced with the following: 2. Section II of the Primary Agreement is hereby deleted in its entirety and replaced with the following:

Exhibit 10.16 AMENDMENT TO PRIMARY TELEVISION AFFILIATION AGREEMENT TELEVISION STATION: WKBW – Buffalo, NY American Broadcasting Companies, Inc. (“ABC or “we”) and Queen City Broadcasting of New York, Inc. (“you”) hereby mutually agree upon the following amendments to this Primary Television Affiliation Agreement between ABC and you dated December 1, 1994, with respect to Television Station WKBW (

We make available free of charge, on or through the SEC Filings section of our web site (http://www.granitetv.com/), our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission file number 0-19728 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3458782 (State of Incorporation) (I.R.S. Employer Identifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 2, 2004 Granite Broadcastin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): March 2, 2004 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of i

GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2003 -Results In-Line with Guidance- -Local Revenue Growth Substantially Outpaces the Industry- -New Capital Structure Improves Liquidity and Financial F

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Tuesday, March 2, 2004 GRANITE BROADCASTING REPORTS RESULTS FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2003 -Results In-Line with Guidance- -Local Revenue Growth Substantially Outpaces the Industry- -New Capital Structure Improves Liquidity and Financial Flexibili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): December 9, 2003 Granite Broadcas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): December 9, 2003 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction o

Granite Broadcasting Corporation Agrees to Sell $405 Million of 9-3/4% Senior Secured Notes Due 2010; Commences Cash Tender Offer of 8-7/8% Senior Subordinated Notes Due May 15, 2008

Exhibit 99 Granite Broadcasting Corporation Agrees to Sell $405 Million of 9-3/4% Senior Secured Notes Due 2010; Commences Cash Tender Offer of 8-7/8% Senior Subordinated Notes Due May 15, 2008 NEW YORK, December 9, 2003 — Granite Broadcasting Corporation (Nasdaq: GBTVK) announced today that it has agreed to sell $405 million of its 9-3/4% senior secured notes due 2010 in a private placement.

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations Three months ended September 30, 2003 and 2002 Item 3.Quantitative and Qualitative Disclosures about Market Risk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

GRANITE BROADCASTING REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2003 -Results Exceed Guidance-

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Tuesday, November 11, 2003 GRANITE BROADCASTING REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2003 -Results Exceed Guidance- NEW YORK, November 11, 2003 — Granite Broadcasting Corporation (NASDAQ: GBTVK) reported results for third quarter 2003 that exceeded guidance pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 11, 2003 Granite Broadca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): November 11, 2003 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations Three months ended June 30, 2003 and 2002 Item 3. Quantitative and Qualitative Disclosures about Market Risk ITEM 4. Submission of Matters to a Vote of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING C

GRANITE BROADCASTING REPORTS RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2003 -Results In-Line with Guidance- -Same Station Net Revenue Increases 5.1%-

Exhibit 99 Press Contact: W. Don Cornwell Analyst Contact: Ann Beemish Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Wednesday, August 6, 2003 GRANITE BROADCASTING REPORTS RESULTS FOR THE SECOND QUARTER ENDED JUNE 30, 2003 -Results In-Line with Guidance- -Same Station Net Revenue Increases 5.1%- NEW YORK, August 6, 2003 — Granite Broadcasting Corporation (NASDAQ: GBTVK) reported results for second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 6, 2003 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): August 6, 2003 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

Certification of Chief Financial Officer of Granite Broadcasting Corporation

Exhibit 99.2 Certification of Chief Financial Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2003 of Granite Broadcasting Corporation (the “Issuer”). I, Ellen McClain, the Chief Financial Officer of Issuer certify

Three Months Ended March 31, 2003 and 2002 Interest expense totaled $7,627,000; a decrease of $4,960,000 or 39% compared to the three months ended March 31, 2002 primarily due to lower average debt balances and lower interest rates on the Company’s c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING

GRANITE BROADCASTING CORPORATION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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 PAR

Certification of Chief Executive Officer of Granite Broadcasting Corporation

Exhibit 99.1 Certification of Chief Executive Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended March 31, 2003 of Granite Broadcasting Corporation (the “Issuer”). I, W. Don Cornwell, the Chief Executive Officer of Issuer certif

Awards under the Plan may consist of (i) Bonus Shares or (ii) stock or cash Awards based on achievement of Performance Goals (“Performance Awards”). Awards shall be subject to the terms and conditions of the Plan and, in accordance with Section 8(a

Exhibit 10.15(a) GRANITE BROADCASTING CORPORATION MANAGEMENT STOCK PLAN As Amended and Restated January 1, 2003 1. Purpose. The purpose of this plan is to keep senior executives of experience and ability in the employ of Granite Broadcasting Corporation and to compensate them for their contributions to the growth and profits of the Company and its Subsidiaries and thereby induce them to continue t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): April 28, 2003 Granite Broadcasti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 DATE OF REPORT (Date of Earliest Event Reported): April 28, 2003 Granite Broadcasting Corporation (Exact name of registrant as specified in its charter) Commission File No. 0-19728 Delaware 13-3458782 (State or other Jurisdiction of

GRANITE BROADCASTING REPORTS RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2003 -Results In-Line with Guidance- -Same Station Net Revenue Increases 4%-

Press Contact: W. Don Cornwell Analyst Contact: Ellen McClain Telephone: 212/826-2530 FOR IMMEDIATE RELEASE Monday, April 28, 2003 GRANITE BROADCASTING REPORTS RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2003 -Results In-Line with Guidance- -Same Station Net Revenue Increases 4%- NEW YORK, April 28, 2003 — Granite Broadcasting Corporation (NASDAQ: GBTVK) reported results for first quarter 2003 t

GRANITE BROADCASTING CORPORATION MANAGEMENT STOCK PLAN As Amended and Restated January 1, 2003

Exhibit 10.15 GRANITE BROADCASTING CORPORATION MANAGEMENT STOCK PLAN As Amended and Restated January 1, 2003 1. Purpose. The purpose of this plan is to keep senior executives of experience and ability in the employ of Granite Broadcasting Corporation and to compensate them for their contributions to the growth and profits of the Company and its Subsidiaries and thereby induce them to continue to m

The Company makes available free of charge, on or through the SEC Filings section of Granite’s web site (http://www.granitetv.com/), the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission file number 0-19728 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3458782 (State of Incorporation) (I.R.S. Employer Identifi

NON-EMPLOYEE DIRECTORS STOCK PLAN OF GRANITE BROADCASTING CORPORATION as amended through December 2, 2002

Exhibit 10.31 NON-EMPLOYEE DIRECTORS STOCK PLAN OF GRANITE BROADCASTING CORPORATION as amended through December 2, 2002 1. Purpose. The purpose of this Non-Employee Directors Stock Plan (the “Plan”) of Granite Broadcasting Corporation (the “Company”), is to advance the interests of the Company and its stockholders by providing a means to attract and retain highly qualified persons to serve as non-

OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net

Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or S

OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net

Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or S

OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net

Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or S

Certification of Chief Executive Officer of Granite Broadcasting Corporation

Exhibit 99.1 Certification of Chief Executive Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2002 of Granite Broadcasting Corporation (the “Issuer”). I, W. Don Cornwell, the Chief Executive Officer of Issuer ce

Certification of Chief Financial Officer of Granite Broadcasting Corporation

Exhibit 99.2 Certification of Chief Financial Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2002 of Granite Broadcasting Corporation (the “Issuer”). I, Ellen McClain, the Chief Financial Officer of Issuer cert

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

Three months ended June 30, 2002 and 2001 Interest expense decreased $4,857,000 or 38% during the three months ended June 30, 2002 as compared to the same period a year earlier primarily due to lower average debt balances and lower interest rates on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING C

Certification of Chief Financial Officer of Granite Broadcasting Corporation

Exhibit 99.2 Certification of Chief Financial Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 30, 2002 of Granite Broadcasting Corporation (the “Issuer”). I, Ellen McClain, the Chief Financial Officer of Issuer certify t

Certification of Chief Executive Officer of Granite Broadcasting Corporation

Exhibit 99.1 Certification of Chief Executive Officer of Granite Broadcasting Corporation This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the “Form 10-Q”) for the quarter ended June 30, 2002 of Granite Broadcasting Corporation (the “Issuer”). I, W. Don Cornwell, the Chief Executive Officer of Issuer certify

GRANITE BROADCASTING CORPORATION ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.(a)(5)(viii) FOR IMMEDIATE RELEASE GRANITE BROADCASTING CORPORATION ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER NEW YORK, NEW YORK—June 20, 2002—Granite Broadcasting Corporation today announced the final results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York City time, on June 17, 2002.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 Granite Broadcasting Corporation (Name of Su

QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Three months ended March 31, 2002 and 2001 Interest expense increased $3,425,000 primarily due to a full quarter of interest on higher levels of outstanding debt and higher interest rates on the Company’s senior credit facility. Included in interest

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING

EX-4.56

Exhibit 4.56 $150,000,000 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 30, 2002 AMONG GRANITE BROADCASTING CORPORATION AS BORROWER AND THE LENDERS PARTY HERETO AND GOLDMAN SACHS CREDIT PARTNERS L.P. AS ADMINISTRATIVE AGENT, AS COLLATERAL AGENT, AS SOLE LEAD ARRANGER AND AS SOLE BOOKRUNNER AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 30, 2002, among GRANITE BROADCASTING CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file nu

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-19728 Granite Broadcasting Corporation (Exact name of registrant as spe

JURISDICTION OF ORGANIZATION

Exhibit 21 GRANITE SUBSIDIARIES JURISDICTION OF ORGANIZATION Granite Response Television, Inc.

Recent Developments New Senior Credit Agreement KBWB: San Francisco–Oakland–San Jose, California Ownership of television licensees generally is attributed to officers, directors and shareholders who own 5% or more of the outstanding voting stock o

* UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission file number 0-19728 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3458782 (State of Incorporation) (I.R.S.Employer Identif

Three months ended September 30, 2001 and 2000 Interest expense increased $5,350,000 primarily due to higher levels of outstanding debt and a higher interest rate on the Company's new Credit Agreement (as defined below). Included in interest expense

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCAST

GRANITE BROADCASTING CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENT

EXECUTION COPY GRANITE BROADCASTING CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this “Amendment”) is dated as of October 5, 2001, 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”), Goldman Sachs Credit Partners L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2001 GRANITE BROADCAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2001 GRANITE BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-19728 13-3458782 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 o TRANSITION REPORT PURSUANT TO

10-Q 1 j152110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-197

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19728 GRANITE BROADCASTING