<PAGE>
Exhibit 10.48
EXECUTION COPY
SUPPLEMENTAL AGREEMENT
By and Between
GRANITE BROADCASTING CORPORATION
AND
NATIONAL BROADCASTING COMPANY, INC.
Dated as of May 31, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
ARTICLE I. Definitions..........................................................................................1
Section 1.1 DEFINITIONS..................................................................................1
ARTICLE II. The Warrants........................................................................................7
Section 2.1 AUTHORIZATION; AGREEMENT TO SELL AND PURCHASE................................................7
Section 2.2 CLOSING......................................................................................7
ARTICLE III. Representations and Warranties.....................................................................7
Section 3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY................................................7
Section 3.2 REPRESENTATIONS AND WARRANTIES OF NBC.......................................................11
ARTICLE IV. Other Agreements...................................................................................13
Section 4.1 GOVERNMENT FILINGS..........................................................................13
Section 4.2 RESERVATION OF COMMON STOCK.................................................................13
Section 4.3 NOTIFICATION OF CERTAIN MATTERS.............................................................13
Section 4.4 FURTHER ASSURANCES..........................................................................13
ARTICLE V. Affirmative and Negative Covenants..................................................................13
Section 5.1 MAINTENANCE OF EXISTENCE AND PROPERTY; FCC LICENSES.........................................13
Section 5.2 COMPLIANCE WITH LAWS, ETC...................................................................14
Section 5.3 NO RESTRICTIVE COVENANTS....................................................................14
Section 5.4 NEGATIVE PLEDGE ON KNTV ASSETS..............................................................14
ARTICLE VI. Deliveries at Closing..............................................................................15
Section 6.1 DELIVERIES AT CLOSING.......................................................................15
ARTICLE VII. Events of Default.................................................................................15
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
Section 7.1 EVENTS OF DEFAULT...........................................................................15
ARTICLE VIII. Miscellaneous....................................................................................16
Section 8.1 NOTICES.....................................................................................16
Section 8.2 ENTIRE AGREEMENT; AMENDMENT.................................................................17
Section 8.3 COUNTERPARTS................................................................................17
Section 8.4 GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL...........................................17
Section 8.5 FEES AND EXPENSES...........................................................................17
Section 8.6 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES...........................................18
Section 8.7 ARBITRATION.................................................................................18
Section 8.8 REMEDIES....................................................................................18
Section 8.9 HEADINGS, CAPTIONS AND TABLE OF CONTENTS....................................................19
</TABLE>
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<PAGE>
SCHEDULE
3.1(b) - Corporate Power, Authorization, Enforceable Obligations
EXHIBITS
A - Form of Affiliation Agreement
B - Form of Series A Warrant
C - Form of Series B Warrant
D - Form of Registration Rights Agreement
E - Form of Opinion of Company Counsel
-iii-
<PAGE>
EXECUTION COPY
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT, dated as of May 31, 2000 (this
"AGREEMENT"), by and between GRANITE BROADCASTING CORPORATION, a Delaware
corporation (the "COMPANY"), and NATIONAL BROADCASTING COMPANY, INC., a Delaware
corporation ("NBC"). Capitalized terms not otherwise defined where used shall
have the meanings ascribed thereto in Article I.
WHEREAS, subject to the terms and conditions of this
Agreement, NBC has agreed to enter into the Affiliation Agreement (as defined
below) and the Company has agreed to grant NBC Warrants (as defined below) as
consideration in part therefor; and
WHEREAS, the Company and NBC desire to set forth certain
agreements herein.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained and intending to be
legally bound hereby, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.1 DEFINITIONS. As used in this Agreement, the
following terms shall have the meanings set forth below:
"AFFILIATE" shall mean, with respect to any Person, any other
Person that controls, is controlled by, or is under common control
with, such Person, including the executive officers and directors of
such Person. As used in this definition, "control" (including its
correlative meanings, "controlled by" and "under common control with")
shall mean the possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by
contract or otherwise).
"AFFILIATION AGREEMENT" shall mean the Affiliation Agreement,
dated as of May 31, 2000, by and among the Company, KNTV License Sub,
San Joaquin Communications, Corp, RJR Communications, Inc., WEEK
License, Inc. and NBC (as amended, restated or otherwise modified from
time to time) substantially in the form of Exhibit A.
"AFFILIATION DOCUMENTS" shall mean this Agreement, the
Affiliation Agreement, the Warrants and the Registration Rights
Agreement.
<PAGE>
Supplemental Agreement
"AFFILIATION SUBSIDIARY" shall mean each member of the KNTV
Group and each Company Subsidiary relating to KBJR Duluth, KSEE Fresno,
WEEK Peoria or any other Company television station property or
business that has an affiliation with the NBC TV Network.
"AGREEMENT" shall have the meaning set forth in the preamble.
"BANKRUPTCY LAW" shall mean Title 11 of the United States Code
or any similar Federal or state law for the relief of debtors.
"BUSINESS DAY" shall mean any day, other than a Saturday,
Sunday or a day on which commercial banks in New York, New York are
authorized or obligated by law or executive order to close.
"CHANGE OF CONTROL" shall mean (a) the failure of the
Permitted Holders to own collectively, directly, beneficially and of
record, more than 50% of the issued and outstanding voting stock of the
Company or (b) the occurrence of a "change of control" under and as
defined in any indenture or agreement in respect of Company
indebtedness as in effect from time to time.
"CLOSING" and "CLOSING DATE" shall have the meanings set forth
in Section 2.2(a).
"COMMON STOCK" shall mean the Common Stock (Non-Voting), par
value $0.01 per share, and any other class of common stock of the
Company hereafter created and any securities of the Company into which
such Common Stock may be reclassified, exchanged or converted.
"COMMUNICATIONS ACT" shall mean the Communications Act of
1934, as amended (including, without limitation, the Cable
Communications Policy Act of 1984 and the Cable Television Consumer
Protection and Competition Act of 1992) and all rules and regulations
of the FCC, in each case as from time to time in effect.
"COMPANY" shall have the meaning set forth in the preamble
hereto.
"COMPANY SALE" shall mean any transaction that (i) involves a
sale by the Company of all or substantially all of its assets to
another Person, (ii) effects any merger, consolidation or business
combination of the Company with another Person where such other Person
shall be the surviving entity and that results in a Change of Control
of the Company or (iii) results in a Change of Control of the Company.
"COMPANY STATION" shall mean each full service television
station owned and operated by the Company or any Company Subsidiary.
"COMPANY SUBSIDIARY" shall mean any Subsidiary of the Company.
<PAGE>
Supplemental Agreement
"CONTROL" (including the terms "CONTROLLED BY" and "UNDER
COMMON CONTROL WITH"), with respect to the relationship between or
among two or more Persons, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
affairs or management of a Person, whether through the ownership of
voting securities, as trustee or executor, by contract or otherwise.
"CUSTODIAN" shall mean any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
"DGCL" shall mean the Delaware General Corporation Law.
"ENVIRONMENTAL LAWS" shall mean all applicable federal, state,
local and foreign laws, statutes, ordinances, codes, rules, standards
and regulations, now or hereafter in effect, and in each case as
amended or supplemented from time to time, and any applicable judicial
or administrative interpretation thereof, including any applicable
judicial or administrative order, consent decree, order or judgment,
imposing liability or standards of conduct for or relating to the
regulation and protection of human health, safety, the environment and
natural resources (including ambient air, surface water, groundwater,
wetlands, land surface or subsurface strata, wildlife, aquatic species
and vegetation). Environmental Laws include the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 (42
U.S.C. Sections 9601 ET SEQ.) ("CERCLA"); the Hazardous Materials
Transportation Authorization Act of 1994 (49 U.S.C. Sections 5101 ET
SEQ.); the Federal Insecticide, Fungicide, and Rodenticide Act (7
U.S.C. Sections 136 ET SEQ.); the Solid Waste Disposal Act (42 U.S.C.
Sections 6901 ET SEQ.); the Toxic Substance Control Act (15 U.S.C.
Sections 2601 ET SEQ.); the Clean Air Act (42 U.S.C. Sections 7401 ET
SEQ.); the Federal Water Pollution Control Act (33 U.S.C. Sections 1251
ET SEQ.); the Occupational Safety and Health Act (29 U.S.C. Sections
651 ET SEQ.); and the Safe Drinking Water Act (42 U.S.C. Sections
300(f) ET SEQ.), each as from time to time amended, and any and all
regulations promulgated thereunder, and all analogous state, local and
foreign counterparts or equivalents and any transfer of ownership
notification or approval statutes.
"EVENT OF DEFAULT" shall have the meaning set forth in
Article VII.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder.
"EXISTING PREFERRED STOCK" shall have the meaning set forth in
Section 3.1(c).
"FAIR MARKET VALUE" shall have the meaning set forth in
Section 4(e) of the Affiliation Agreement.
"FCC" shall mean the Federal Communications Commission and any
successor Governmental Entity performing functions similar to those
performed by the Federal Communications Commission on the date hereof.
<PAGE>
Supplemental Agreement
"FCC AUTHORIZATION" shall mean each FCC license, permit or
authorization that is material to the operation of a Company Station.
"FINANCIAL STATEMENTS" shall have the meaning set forth in
Section 3.1(e).
"GAAP" shall mean generally accepted accounting principles in
the United States of America in effect from time to time.
"GOVERNMENTAL ENTITY" shall mean any nation or government, any
state or other political subdivision thereof, any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and any self-regulating
organization, securities exchange or securities trading system,
including, without limitation, the FCC.
"HSR ACT" shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
"KNTV" shall mean KNTV, Inc., a Virginia corporation.
"KNTV ASSETS" shall mean the stock or assets of KNTV, KNTV
License Sub and the KNTV Station whether held directly or indirectly by
the Company.
"KNTV GROUP" shall mean KNTV, KNTV License Sub or any other
Company Subsidiary that owns a material portion of the assets of, or
any FCC license of, the KNTV Station.
"KNTV LICENSE SUB" shall mean the KNTV License, Inc., a
Delaware corporation.
"KNTV STATION" shall mean the television broadcasting station,
KNTV(TV), together with its licensee, KNTV License Sub.
"KNTV STATION TRANSFER" shall mean any (i) sale, lease,
assignment, change of control, disposition (other than the non-renewal
of non-material FCC licenses) or transfer or (ii) other reorganization
or recapitalization involving a change of control or (iii) Company
Sale, in each case, directly or indirectly, in part or in whole, of (x)
any of the stock of KNTV, KNTV License Sub or any other Company
Subsidiary that owns a material portion of the assets of, or any FCC
license of, the KNTV Station or (y) a material portion of the assets
of, or any FCC license of, KNTV, KNTV License Sub or the KNTV Station.
"LIEN" shall mean any mortgage, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other) or security
agreement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention
<PAGE>
Supplemental Agreement
agreement or any financing lease having substantially the same effect
as any of the foregoing).
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect
on (i) with respect to the Company, the business, assets, operations or
financial or other condition of the Company and the Company
Subsidiaries taken as a whole or (ii) with respect to any party to this
Agreement or any Affiliation Document, the ability of such party to
perform its obligations under this Agreement or any Affiliation
Document to which it is a party.
"MATERIAL AGREEMENT" shall mean any contract, lease,
restriction, agreement, instrument or commitment to which the Company
or any Affiliation Subsidiary is a party or by which its properties are
bound (i) which provides for the Company and the Affiliation
Subsidiaries to receive or commits the Company or any Affiliation
Subsidiary to expend, $1,000,000 (including cash or the fair market
value of non-cash assets) or more in the aggregate in any 12-month
period or $2,000,000 or more in the aggregate over any period or (ii)
which if breached by any party thereto would result in liability or
loss to the Company and the Affiliation Subsidiaries of $1,000,000 or
more in the aggregate.
"NASDAQ" shall mean the National Association of Securities
Dealers Automated Quotation System.
"NBC" shall have the meaning set forth in the preamble hereto.
"PARENT" shall mean General Electric Company, a Delaware
corporation.
"PERMITS" shall have the meaning set forth in Section 3.1(a).
"PERMITTED HOLDER" shall mean (i) W. Don Cornwell and Stuart
J. Beck, (ii) the members of the immediate family of either of the
persons referred to in clause (i) above, (iii) any trust or other
Person created for the benefit of the persons described in clause (i)
or (ii) above or any of their estates or (iv) any corporation or other
Person that is controlled by any person described in clause (i), (ii)
or (iii) above.
"PERMITTED LIENS" shall mean (i) mechanics', carriers',
repairmen's or other like Liens arising or incurred in the ordinary
course of business, (ii) Liens arising under original purchase price
conditioned sales contracts and equipment leases with third parties
entered into in the ordinary course of business consistent with past
practice, (iii) statutory Liens for Taxes not yet due and payable or
that the Company is contesting in good faith, (iv) Liens securing the
indebtedness under, or that would constitute "Permitted Encumbrances"
pursuant to, the Secured Credit Agreement and other indebtedness
included as "long-term debt" on the December 31, 1999 Financial
Statements, (v) Liens in favor of NBC and (vi) other encumbrances or
restrictions or imperfections of title which do not materially impair
the continued use, operation or transferability of the assets to which
they relate.
<PAGE>
Supplemental Agreement
"PERSON" shall mean an individual, corporation, unincorporated
association, partnership, group (as defined in Section 13(d)(3) of the
Exchange Act), trust, joint stock company, joint venture, business
trust or unincorporated organization, limited liability company, any
Governmental Entity or any other entity of whatever nature.
"REGISTRATION RIGHTS AGREEMENT" shall mean the registration
rights agreement to be executed by NBC and the Company at the Closing,
which shall be substantially in the form attached as Exhibit D hereto.
"SEC" shall mean the United States Securities and Exchange
Commission.
"SEC DOCUMENTS" shall have the meaning set forth in
Section 3.1(d).
"SECURED CREDIT AGREEMENT" shall mean the Granite Broadcasting
Corporation Fourth Amended and Restated Secured Credit Agreement, dated
as of June 10, 1998, among the Company and the financial institutions
named therein, as such agreement may be amended, modified, renewed or
replaced from time to time.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
"SUBSIDIARY" shall mean, as to any Person, a corporation,
partnership, limited liability company, joint venture or other entity
of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person.
"TAX" or, collectively, "TAXES" shall mean any and all
federal, state, local and foreign taxes, assessments and other
governmental charges, duties, impositions and liabilities, including
taxes based upon or measured by gross receipts, income, profits, sales,
use and occupation, and value added, ad valorem, transfer, gains,
franchise, withholding, payroll, recapture, employment, excise,
unemployment insurance, social security, business license, occupation,
business organization, stamp, environmental and property taxes,
together with all interest, penalties and additions imposed with
respect to such amounts. For purposes of this Agreement, "Taxes" also
includes any obligations under any agreements or arrangements with any
other person with respect to Taxes of such other person (including
pursuant to Treas. Reg. Section 1.1502-6 or comparable provisions of
state, local or foreign tax law) and including any liability for taxes
of any predecessor entity.
"UNDERLYING SHARES" shall mean the shares of Common Stock
issuable upon exercise of the Warrants, as such shares may be subject
to adjustment from time to time and any securities into which such
shares may be reclassified, exchanged or converted.
<PAGE>
Supplemental Agreement
"VOTING COMMON STOCK" shall mean the shares of Class A Voting
Common Stock, par value $0.01 per share, of the Company.
"WARRANT A" shall have the meaning set forth in
Section 2.1(a).
"WARRANT B" shall have the meaning set forth in
Section 2.1 (a).
"WARRANTS" shall mean Warrant A and Warrant B.
ARTICLE II.
THE WARRANTS
Section 2.1 AUTHORIZATION; AGREEMENT TO SELL AND PURCHASE. (a)
Upon and subject to the terms and conditions set forth in this Agreement, the
Company has authorized the issuance to NBC of (i) a warrant to purchase up to
2,500,000 shares of Common Stock ("WARRANT A") substantially in the form of
Exhibit B attached hereto and (ii) a warrant to purchase up to 2,000,000 shares
of Common Stock ("WARRANT B") substantially in the form of Exhibit C attached
hereto.
(a) Upon and subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties hereinafter
set forth, the Company agrees to issue and deliver the Warrants to NBC (or its
nominee that is a wholly owned subsidiary of Parent organized in the United
States) at the Closing provided for in Section 2.2 hereof.
Section 2.2 CLOSING. (a) The delivery of the Warrants pursuant
to Section 2.1 (the "CLOSING") shall take place at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York, simultaneously
with the execution and delivery of this Agreement (the "CLOSING DATE"), or at
such other time and place as may be mutually agreed upon by NBC and the Company.
(a) At the Closing (i) the Company shall deliver to NBC the
Warrants in accordance with the provisions of Section 2.1, registered in the
name of NBC or its nominee that is a wholly owned subsidiary of Parent organized
in the United States (subject to the provisions herein and in the other
Affiliation Documents) and in such denominations as NBC shall specify not less
than three Business Days prior to the Closing Date and (ii) each party shall
execute and deliver such other instruments or documents set forth in Article VII
hereof.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby represents and warrants to NBC as follows:
<PAGE>
Supplemental Agreement
(a) CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The Company and
each Affiliation Subsidiary (i) is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation; (ii) is duly qualified to conduct business and is in good
standing in each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except where the failure to
be so qualified, individually or in the aggregate, would not have a Material
Adverse Effect; (iii) has the requisite corporate power and authority to own,
pledge, mortgage or otherwise encumber and operate its properties, to lease the
property it operates under lease and to conduct its business as now, heretofore
and proposed to be conducted; (iv) has all licenses, permits, orders, consents,
approvals, registrations, authorizations or qualifications from or by, and has
made all filings with, and has given all notices to, all Governmental Entities
having jurisdiction, to the extent required for such ownership, operation and
conduct (collectively, the "PERMITS"), except where the failure to do so,
individually or in the aggregate, would not have a Material Adverse Effect; (v)
is in compliance with its charter and by-laws; and (vi) is in compliance with
all applicable provisions of law (including, without limitation, the
Communications Act) and the Permits, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.
(b) CORPORATE POWER, AUTHORIZATION, ENFORCEABLE OBLIGATIONS.
Except as set forth in SCHEDULE 3.1(B), the execution, delivery and performance
by the Company of this Agreement and the other Affiliation Documents to which it
is a party and its obligations hereunder and thereunder, and by each Affiliation
Subsidiary of the other Affiliation Documents to which it is a party and its
obligations thereunder, (i) are within the Company's or such Affiliation
Subsidiary's corporate power, as the case may be; (ii) have been duly authorized
by all necessary or proper corporate and shareholder action; (iii) do not
contravene any provision of the Company's or such Affiliation Subsidiary's
charter or bylaws; (iv) do not violate any law or regulation, or any order or
decree of any court or Governmental Entity applicable to it; (v) do not conflict
with or result in the breach or termination of, constitute a default under or
accelerate or permit the acceleration of any performance required by, any
material indenture, mortgage or deed of trust or any Material Agreement to which
the Company or such Affiliation Subsidiary is a party or by which the Company or
any Affiliation Subsidiary or any of its property is bound; (vi) do not result
in the creation or imposition of any material Lien upon any of the property of
the Company or any Affiliation Subsidiary except as provided in the Affiliation
Agreement; and (vii) do not require the consent or approval of any Governmental
Entity or any other Person, except (A) the filing of all notices, reports and
other documents required by, and the expiration of all waiting periods under,
the HSR Act and the rules and regulations promulgated by the FCC, (B) such
filings as may be required under the blue sky laws of the various states and (C)
such consents or approvals which are immaterial to the business, operations or
financial position of the Company and the Affiliation Subsidiaries taken as a
whole. This Agreement and each of the other Affiliation Documents to which the
Company or such Affiliation Subsidiary is a party is duly executed and delivered
by the Company or such Affiliation Subsidiary, respectively, and constitutes a
legal, valid and binding obligation of the Company or such Affiliation
Subsidiary, as the case may be, enforceable against it in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditor's rights generally
and subject to the availability of equitable remedies.
<PAGE>
Supplemental Agreement
(c) CAPITALIZATION. (i) As of the date hereof, the authorized
capital stock of the Company consists of (A) 40,000,000 shares of Common Stock
of which 18,259,646 shares of Common Stock are issued and outstanding and
1,000,000 shares of Voting Common Stock of which 178,500 shares are issued and
outstanding and (B) (1) 3,000,000 shares of Cumulative Convertible Exchangeable
preferred stock of which no shares are issued and outstanding and (2) 2,376,000
shares of Preferred Stock of which 400,000 have been designated as 12 3/4%
Cumulative Exchangeable Preferred Stock of which 222,030 shares are issued and
outstanding (collectively, with any additional shares of preferred stock that
may be issued as dividends thereon, the "EXISTING PREFERRED STOCK"). As of the
date hereof, 30,000 shares of capital stock are held in treasury, and an
aggregate of 9,798,628 shares of Common Stock have been reserved in respect of
Company compensation and incentive plans. All of the issued and outstanding
shares of the Company's capital stock have been duly and validly authorized and
issued and are fully paid and nonassessable and not subject to preemptive
rights.
(i) The Underlying Shares have been reserved for
issuance and, when issued upon exercise of the Warrants in accordance
with the terms thereof, will be duly and validly authorized and issued,
fully paid and nonassessable and not subject to preemptive rights, and
the owner of such shares will acquire good title thereto, free and
clear of all Liens (other than any Lien created by such owner).
(ii) Other than (A) the requirement to issue the
Underlying Shares and (B) the shares or other securities referred to in
subsection 3.1(c), (1) no equity securities of the Company are required
to be issued by reason of any outstanding options, warrants, rights to
subscribe to, calls, preemptive rights, or commitments of any character
whatsoever, (2) there are outstanding no securities or rights
convertible into or exchangeable for shares of any capital stock of the
Company and (3) there are no outstanding contracts, commitments,
understandings or arrangements by which the Company is or will be bound
to issue additional shares of its capital stock or securities or rights
convertible into or exchangeable for shares of its capital stock or
options, warrants or rights to purchase or acquire any additional
shares of its capital stock. Except required by the terms of the
Existing Preferred Stock, the Company is not subject to any obligation
(contingent or otherwise) to repurchase, redeem or otherwise acquire or
retire any of its capital stock.
(iii) The Company is not a party to, and the Company
has no knowledge of any, voting trusts, proxies or other agreements or
understandings with respect to the voting of any capital stock of the
Company.
(iv) The Company has not granted or agreed to grant
any rights relating to the registration of its Common Stock or any
other securities convertible into or exchangeable or exercisable for
Common Stock (other than with respect to rights offerings or option or
other employee, directors or consultant benefit plans) under applicable
federal and state securities laws, including piggyback rights.
<PAGE>
Supplemental Agreement
(v) The consummation of the transactions contemplated
by this Agreement will not trigger the anti-dilution provisions or
other price adjustment mechanisms of any outstanding subscriptions,
options, warrants, calls, contracts, preemptive rights, demands,
commitments, conversion rights or other agreements or arrangements of
any character or nature whatsoever under which the Company is obligated
to issue or acquire its capital stock.
(d) SEC FILINGS. The Company has filed a true and complete
copy of each report, schedule, registration statement and definitive proxy
statement required to be filed by the Company with the SEC since January 1, 1997
(the "SEC DOCUMENTS"). As of their respective dates, the SEC Documents, after
giving effect to any amendments and supplements thereto and any subsequently
filed SEC Documents filed prior to the date hereof, complied in all material
respects with the requirements of the Securities Act or the Exchange Act, as the
case may be, applicable to such SEC Documents. None of the SEC Documents when
filed, after giving effect to any amendments and supplements thereto filed prior
to the date hereof, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading.
(e) FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE. (i) The
financial statements of the Company included in its Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, and its Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999 and September
30, 1999, (the "FINANCIAL STATEMENTS") comply as to form in all material
respects with the applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto, have been prepared in
accordance with GAAP during the periods covered thereby (except as may be
indicated in the notes thereto or, in the case of the unaudited statements, as
permitted by Form 10-Q of the SEC, or for normal year-end adjustments) and
fairly present in all material respects the consolidated financial position of
the Company and its consolidated Subsidiaries as at the dates thereof and the
consolidated results of their operations and cash flows for the periods then
ended. Since December 31, 1999 no event has occurred, which alone or together
with other events, could reasonably be expected to have a Material Adverse
Effect, except as disclosed in the SEC Documents filed after December 31, 1999
and prior to the date hereof and except to the extent resulting from (x) any
changes in general economic conditions in the United States or (y) any changes
affecting the broadcast and cable television industry in general.
(f) FCC AND OTHER REGULATORY MATTERS. (i) The Company has no
knowledge of the occurrence of any event or the existence of any circumstance
which, in the reasonable judgment of the Company, is likely to lead to the
revocation or suspension of any FCC Authorization. Each FCC Authorization is in
full force and effect, and each holder thereof is in substantial compliance
therewith, except for such non-compliance that could not reasonably be expected
to have a Material Adverse Effect.
(i) The Company and the Company Subsidiaries are in
all material respects in substantial compliance with the Communications
Act, including, without limitation, the rules and regulations of the
FCC relating to the broadcast of television
<PAGE>
Supplemental Agreement
signals or the operation of the Company's business, except for such
filings the failure of which to file or to file on a timely basis, and
except for such noncompliance, that could not reasonably be expected to
have a Material Adverse Effect.
(g) BROKERS AND FINDERS. Neither the Company nor any
Affiliation Subsidiary has utilized any broker, finder, placement agent or
financial advisor or incurred any liability for any fees or commissions in
connection with any of the transactions contemplated hereby or by the other
Affiliation Documents.
(h) ABSENCE OF CERTAIN BUSINESS PRACTICES. None of the
Company, the Affiliation Subsidiaries or any officer, employee or agent thereof,
nor any other Person acting on behalf of the Company or any Affiliation
Subsidiary, has, directly or indirectly, within the past five years given or
agreed to give any gift or similar benefit to any customer, supplier,
governmental employee or other Person or entity who is or may be in a position
to help or hinder the Company (or assist the Company in connection with any
actual or proposed transaction) which (i) subjects any party or any of their
respective Subsidiaries, to any damage or penalty in any civil, criminal or
governmental litigation or proceeding which would have a Material Adverse
Effect, (ii) if not given in the past, could have had a Material Adverse Effect
or (iii) if not continued in the future, could have a Material Adverse Effect.
(i) ANTITAKEOVER STATUTES. The board of directors of the
Company has taken all actions necessary under the DGCL, including approving the
transactions contemplated by the Agreement and each of the other Affiliation
Documents to which it is a party, to ensure that Section 203 of the DGCL does
not, and will not, apply to the Investor or any of its affiliates in connection
with the transactions contemplated hereunder and thereunder. No other state
takeover or similar statute or regulation applies to this Agreement, the other
Affiliation Documents or the transactions contemplated hereby and thereby.
(j) EXEMPTION FROM REGISTRATION. Assuming the representations
and warranties of NBC set forth in Section 3.2 hereof are true and correct in
all material respects, the grant of the Warrants made pursuant to this Agreement
and the acquisition of the Underlying Shares upon the exercise of the Warrants
will be in compliance with the Securities Act, the rules and regulations of
NASDAQ and any applicable state securities laws and will be exempt from the
registration requirements of the Securities Act and such state securities laws.
Section 3.2 REPRESENTATIONS AND WARRANTIES OF NBC. NBC
represents and warrants to the Company as follows:
(a) CORPORATE EXISTENCE; COMPLIANCE WITH LAW. NBC (i) is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation; (ii) is duly qualified to conduct business
and is in good standing in each other jurisdiction where its ownership or lease
of property or the conduct of its business requires such qualification, except
where the failure to be so qualified, individually or in the aggregate would not
have a Material Adverse Effect; (iii) has the requisite corporate power and
authority and the legal right to own, pledge, mortgage or otherwise encumber and
operate its properties, to lease the property it operates under lease and to
conduct its business as now, heretofore and proposed
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Supplemental Agreement
to be conducted; (iv) has all licenses, permits, consents or approvals from or
by, and has made all filings with, and has given all notices to, all
Governmental Entities having jurisdiction, to the extent required for such
ownership, operation and conduct, except where the failure to do so,
individually or in the aggregate, would not have a Material Adverse Effect; (v)
is in compliance with its charter and by-laws; and (vi) is in compliance with
all applicable provisions of law (including, without limitation, the
Communications Act), except where the failure to comply, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
(b) CORPORATE POWER, AUTHORIZATION, ENFORCEABLE OBLIGATIONS.
The execution, delivery and performance by NBC of this Agreement and the other
Affiliation Documents to which it is a party, and its obligations hereunder and
thereunder (i) are within its corporate power; (ii) have been duly authorized by
all necessary or proper corporate and shareholder action; (iii) do not
contravene any provision of its charter or bylaws; (iv) do not violate any law
or regulation, or any order or decree of any court or Governmental Entity
applicable to it; (v) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any material indenture, mortgage,
deed of trust, lease, agreement or other instrument to which NBC is a party or
by which NBC or any of its property is bound; (vi) do not result in the creation
or imposition of any material Lien upon any of the property of NBC; and (vii) do
not require the consent or approval of any Governmental Entity or any other
Person, except (A) the filing of all notices, reports and other documents
required by, and the expiration of all waiting periods under, the HSR Act and
the rules and regulations promulgated by the FCC, (B) such filings as may be
required under the blue sky laws of the various states, (C) the filing of the
Certificate of Designation with the Secretary of State of the State of Delaware,
and (D) such consents or approvals which are immaterial to the business,
operations or financial position of NBC. This Agreement is, and on or prior to
the Closing Date, each of the other Affiliation Documents will be, duly executed
and delivered by NBC and this Agreement and each such Affiliation Document shall
then constitute a legal, valid and binding obligation of NBC enforceable against
it in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditor's rights generally and subject to the availability of equitable
remedies.
(c) SECURITIES ACT. NBC (i) is acquiring the Warrants solely
for its own account for the purpose of investment and not with a view to, or for
resale in connection with, any distribution thereof in violation of the
Securities Act; (ii) has had the opportunity to ask questions of the officers
and directors of, and has had access to financial and other information
concerning, the Company and the Warrants; (iii) has received and reviewed the
SEC Documents, including the Financial Statements; (iv) is an "accredited
investor" as defined in Rule 501(a) under the Securities Act; (iv) has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the investment in the
Company and the Warrants; (v) has so evaluated the merits and risks of such
investment; (vi) is able to bear the economic risk of such investment; and (vii)
is able to afford a complete loss of such investment.
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Supplemental Agreement
(d) BROKERS AND FINDERS. NBC has not utilized any broker,
finder, placement agent or financial advisor or incurred any liability for any
fees or commissions in connection with any of the transactions contemplated
hereby or by the other Affiliation Documents.
ARTICLE IV.
OTHER AGREEMENTS
Section 4.1 GOVERNMENT FILINGS. Each of the Company and NBC
will make as promptly as practicable, all filings required to be made, if any,
by it under the Communications Act or the rules and regulations related thereto
with regard to the transactions which are subject of this Agreement and the
other Affiliation Documents (including without limitation the exercise of the
Warrants and the holding of the Underlying Shares) and each of them will take
all reasonable steps within its control (including providing information to the
FCC) to obtain any required consents or approvals as promptly as practicable.
The Company and NBC will each provide information and cooperate in all other
respects to assist the other of them in making its filings under the
Communications Act.
Section 4.2 RESERVATION OF COMMON STOCK. The Company agrees to
keep reserved for issuance at all times prior to the exercise of the Warrants
the aggregate number of Underlying Shares issuable upon exercise of the
Warrants.
Section 4.3 NOTIFICATION OF CERTAIN MATTERS. Each party to
this Agreement shall give prompt notice to the other party of any failure of any
party to comply with or satisfy any covenant or agreement to be complied with or
satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery of any notice
pursuant to this Section 4.3 shall not limit or otherwise affect any remedies
available to the party receiving such notice.
Section 4.4 FURTHER ASSURANCES. Each party shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or appropriate to effectuate, carry out and
comply with all of the terms of this Agreement and the transactions contemplated
hereby, including, without limitation, making application as soon as practicable
for all consents and approvals required in connection with the transactions
contemplated hereby and diligently pursuing the receipt of such consents and
approvals in good faith.
ARTICLE V.
AFFIRMATIVE AND NEGATIVE COVENANTS
Section 5.1 MAINTENANCE OF EXISTENCE AND PROPERTY; FCC
LICENSES. The Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its rights and franchises material to
its business. The Company and each Affiliation Subsidiary shall maintain in good
repair, working order and condition all of the properties that are material to
the Company and the Affiliation Subsidiaries used or useful in the business of
such Person and from time to time will make or cause to be made all appropriate
(as reasonably determined by such Person) repairs, renewals and replacements
thereof. The Company shall, and
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Supplemental Agreement
shall cause each Affiliation Subsidiary to, use its best efforts to keep in full
force and effect all of its material FCC Licenses and shall provide NBC with a
copy of any (or, in the event of any notice based on knowledge of such Person, a
brief description of such default and the basis of such knowledge) notice from
the FCC of any violation with respect to any material FCC License received by it
(or with respect to which such Person may have any knowledge). Notwithstanding
any provision in this Section 5.1 to the contrary, the foregoing provisions
shall not prevent the Company from taking any actions deemed in good faith by
the Company's board of directors to be in its best interest from a corporate and
strategic point of view to the Company's continuing business operations.
Section 5.2 COMPLIANCE WITH LAWS, ETC. The Company shall, and
shall cause each Affiliation Subsidiary to, comply with all (i) federal, state,
local and foreign laws and regulations applicable to it, including those
relating to the Communications Act, ERISA and labor matters and Environmental
Laws and Environmental Permits, except to the extent that any such
non-compliance has not had and could not reasonably be expected to have a
Material Adverse Effect and (ii) all provisions of all FCC licenses,
certifications and permits, franchises, or other permits and authorizations
relating to the operation of the business of each of the Affiliation
Subsidiaries and all other material agreements, licenses or leases to which it
is a party or of which it is a beneficiary and suffer no loss or forfeiture
thereof or thereunder, except to the extent that any such non-compliance or loss
or forfeiture has not had and could not reasonably be expected to have a
Material Adverse Effect.
Section 5.3 NO RESTRICTIVE COVENANTS. Promptly following the
execution of this Agreement, the Company shall use commercially reasonable
efforts to obtain a modification of the Secured Credit Agreement to permit (a)
the sale of the KNTV Assets to NBC as contemplated by the Affiliation Agreement
or Article VII, PROVIDED that such sale is at Fair Market Value and (b) the
grant by the Company of a negative pledge to NBC on the terms set forth in
Section 5.4. In addition, the Company shall use commercially reasonable efforts
to obtain an exception for such sale to NBC and negative pledge pursuant to
Section 5.4 in any modification, refinancing or replacement to the Secured
Credit Agreement, and in any other agreement, including in respect of
indebtedness, entered into after the execution of this Agreement which would
restrict such sale or negative pledge. The provisions of Section 5.3 shall
remain applicable so long as NBC retains the right to acquire the KNTV Assets
pursuant to Section 20 of the Affiliation Agreement.
Section 5.4 NEGATIVE PLEDGE ON KNTV ASSETS. Only to the extent
the following does not violate the Secured Credit Agreement, the Company agrees
that it shall not permit any further Liens or encumbrances upon the KNTV Assets
other than Permitted Liens, Liens and encumbrances arising in the ordinary
course of KNTV's business consistent with prior practice and the Lien created by
the Secured Credit Agreement on KNTV Assets. In addition, the Company shall not
cause or permit any occurrence which would cause the Company to be in breach
(after giving effect to any waiver or modification thereof) of Section 7.7 of
the Secured Credit Agreement or any comparable provision in any subsequent,
modified, refinanced or replacement credit facility. The provisions of Section
5.4 shall remain applicable so long as NBC retains the right to acquire the KNTV
Assets pursuant to Section 20 of the Affiliation Agreement.
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Supplemental Agreement
ARTICLE VI.
DELIVERIES AT CLOSING
Section 6.1 DELIVERIES AT CLOSING. Simultaneously with the
execution and delivery of this Agreement and the Closing:
(a) AFFILIATION AGREEMENT. The Affiliation Agreement shall
have been duly executed and delivered by the parties referred to therein.
(b) WARRANTS. The Warrants shall have been duly executed and
delivered by the Company.
(c) REGISTRATION RIGHTS AGREEMENT. The Registration Rights
Agreement shall have been duly executed and delivered by the parties referred to
therein.
(d) LEGAL OPINION. NBC shall have received from counsel for
the Company an opinion substantially in the form of Exhibit E attached hereto
addressed to NBC.
ARTICLE VII.
EVENTS OF DEFAULT
Section 7.1 EVENTS OF DEFAULT. If any of the following events
(each an "EVENT OF DEFAULT") shall occur and be continuing:
(a) the Company (or any other party to the other Affiliation
Documents other than NBC and its Affiliates) (i) is in material breach or
default under Section 5.4 of this Agreement, and (ii) either (A) if such breach
or default is not reasonably curable, the Company receives notice of such breach
or default from NBC or (B) if such breach or default is reasonably curable, the
Company fails to cure such breach or default within 30 days after the Company's
receipt of notice from NBC of such breach or default; or
(b) any member of the KNTV Group pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to
the entry of an order for relief against it in an involuntary case, (iii)
consents to the appointment of a Custodian of it or for all or substantially all
of its property, (iv) makes a general assignment for the benefit of its
creditors, or (v) generally is not paying its debts as they become due; or
(c) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against any member of the
KNTV Group in an involuntary case, (ii) appoints a Custodian of any member of
the KNTV Group or for all or substantially all of the property of any member of
the KNTV Group, or (iii) orders the liquidation of any member of the KNTV Group,
and the order or decree remains unstayed and in effect for 60 days;
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Supplemental Agreement
then, (i) in the case of an Event of Default pursuant to Section 7(a), NBC may,
in its sole discretion (A) terminate this Agreement and the Affiliation
Agreement effective immediately upon notice of such termination to the Company
or (B) acquire the KNTV Assets at Fair Market Value, LESS any accrued and unpaid
financial amounts then owed to NBC under this Agreement and the other
Affiliation Documents (any Section 4(a) installment payment pursuant to the
Affiliation Agreement due on or after the termination date shall not be
deducted), and LESS NBC's reasonable transaction costs (to the extent such
reasonable transaction costs are permitted under any indenture agreements
relating to any subordinated debt outstanding as of the date of this Agreement)
or (ii) in the case of an Event of Default pursuant to Section 7(b) or 7(c),
this Agreement and the Affiliation Agreement will terminate at the discretion of
NBC. In the event of any termination pursuant to this Article VII, the
provisions of Section 21 of the Affiliation Agreement shall not be applicable;
PROVIDED, HOWEVER, that NBC shall reimburse the Company for the pro rata portion
of any Affiliation Payment (as defined in Section 4(a) of the Affiliation
Agreement) made for the year during which such termination occurs.
ARTICLE VIII.
MISCELLANEOUS
Section 8.1 NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered personally, by telecopier or sent by overnight courier as follows:
(a) If to NBC, to:
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, New York 10112
Attention: General Counsel
Fax: 212-664-2648
with copies to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Caroline B. Gottschalk
Fax: (212) 455-2502
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Supplemental Agreement
(b) If to the Company, to:
Granite Broadcasting Corporation
767 Third Avenue, 34th Floor
New York, New York 10017
Attention: Chairman and Chief Executive Officer
Fax: (212) 826-2858
with copies to:
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
Attention: Russell W. Parks, Jr.
Fax: (202) 887-4288
or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.
Section 8.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the
other Affiliation Documents and the documents described herein and therein or
attached or delivered pursuant hereto or thereto set forth the entire agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement. The letter agreement, dated as of February 11, 2000 is hereby
terminated and of no further force or effect. Any provision of this Agreement
may be amended or modified in whole or in part at any time by an agreement in
writing between the parties hereto executed in the same manner as this
Agreement. No failure on the part of any party to exercise, and no delay in
exercising, any right shall operate as a waiver thereof nor shall any single or
partial exercise by any party of any right preclude any other or future exercise
thereof or the exercise of any other right.
Section 8.3 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to constitute an
original, but all of which together shall constitute one and the same document.
Section 8.4 GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED WITHIN SUCH
STATE, AND EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF ANY STATE OR U.S.
FEDERAL COURT SITTING WITHIN THE COUNTY OF NEW YORK. THE PARTIES HERETO WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE
OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.
Section 8.5 FEES AND EXPENSES. Each party shall bear its own
costs and expenses incurred in connection with this Agreement and the other
Affiliation Documents and the transactions contemplated hereby, including the
fees and expenses of their respective accountants and counsel.
<PAGE>
Supplemental Agreement
Section 8.6 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES.
Subject to applicable law and the following sentence, NBC may assign its rights
under this Agreement in whole or in part only to any Affiliate of NBC, but no
such assignment shall relieve NBC of its obligations hereunder. NBC shall not
assign any rights under this Agreement to any other Person unless such Person
expressly assumes pursuant to a document in form and substance reasonably
satisfactory to the Company all of the obligations of NBC associated with the
rights proposed to be assigned. The Company's rights hereunder may not be
assigned and its duties hereunder may not be delegated, in each case, whether by
operation of law or otherwise without the prior written consent of NBC. Upon any
such purported assignment or delegation that does not comply with this Section,
this Agreement shall automatically terminate and be of no further force and
effect unless NBC shall otherwise agree in writing; PROVIDED, HOWEVER, that
nothing in this sentence shall relieve the Company of its obligations and duties
hereunder. Nothing expressed or mentioned in this Agreement is intended or shall
be construed to give any Person other than the parties hereto and their
respective successors, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective successors, and for
the benefit of no other Person.
Section 8.7 ARBITRATION. Any controversy, dispute or claim
arising out of, in connection with or in relation to the interpretation,
performance or breach of this Agreement, shall be determined, at the request of
any party, by arbitration in a city mutually agreeable to the parties to such
controversy, dispute or claim, or, failing such agreement, in New York, New
York, before and in accordance with the then-existing Rules for Commercial
Arbitration of the American Arbitration Association, and any judgment or award
rendered by the arbitrator will be final, binding and unappealable and judgment
may be entered by any state or Federal court having jurisdiction thereof. The
pre-trial discovery procedures of the Federal Rules of Civil Procedure shall
apply to any arbitration under this Section 8.7. Any controversy concerning
whether a dispute is an arbitrable dispute or as to the interpretation or
enforceability of this Section 8.7 shall be determined by the arbitrator. The
arbitrator shall be a retired or former United States District Judge or other
person acceptable to each of the parties, PROVIDED such individual has
substantial professional experience with regard to corporate or partnership
legal matters. The parties intend that this agreement to arbitrate be valid,
enforceable and irrevocable.
Section 8.8 REMEDIES. No right, power or remedy conferred upon
NBC in this Agreement or the other Affiliation Documents shall be exclusive, and
each such right, power or remedy shall be cumulative and in addition to every
other right, power or remedy whether conferred in this Agreement or the other
Affiliation Documents or now or hereafter available at law or in equity or by
statute or otherwise. No course of dealing between NBC and the Company and no
delay in exercising any right, power or remedy conferred in this Agreement or
now or hereafter existing at law or in equity or by statute or otherwise shall
operate as a waiver or otherwise prejudice any such right, power or remedy. The
parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement or the other Affiliation Documents was not performed
in accordance with the terms hereof and that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement or the other
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Supplemental Agreement
Affiliation Documents and to enforce specifically the terms and provisions of
this Agreement in addition to any other remedy to which they are entitled at law
or in equity.
Section 8.9 HEADINGS, CAPTIONS AND TABLE OF CONTENTS. The
section headings, captions and table of contents contained in this Agreement are
for reference purposes only, are not part of this Agreement and shall not affect
the meaning or interpretation of this Agreement.
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Supplemental Agreement
IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto or by their respective duly authorized representatives, all as of
the date first above written.
GRANITE BROADCASTING CORPORATION
By: /s/ W. Don Cornwell
------------------------------
Name: W. Don Cornwell
Title: Chief Executive Officer
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Randel A. Falco
-------------------------------
Name: Randel A. Falco
Title:
