8-K

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 incorporation)	(I.R.S. Employer Identification No.)

767 Third Avenue, 34th Floor

New York, New York 10017

(212) 826-2530

(Address, including Z ip Code, and Telephone Number,including Area Code of Registrant’s Principal Executive Offices)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On August 31, 2006, Granite Broadcasting Corporation (the “Company”) entered into Amendment No. 2 and Limited Waiver (“Amendment No. 2”) to its Credit and Guaranty Agreement, dated as of July 5, 2006 (the “Credit Agreement”), among the Company, the subsidiaries of Company listed on the signature pages thereto, as guarantors, the lenders party thereto, and Silver Point Finance, LLC, as administrative agent, as amended by Amendment No. 1, dated as of August 15, 2006 (“Amendment No. 1”).  Amendment No. 2, among other things, extends from August 31, 2006 to September 15, 2006 (i) the date by which the Company and its subsidiaries are obligated to execute an agreement on the terms of a comprehensive restructuring plan in form and substance acceptable to the lenders holding more than 50% of the aggregate loan exposure under the Credit Agreement; and (ii) the date by which the failure of Malara Broadcast Group, Inc. and certain of its subsidiaries (“Malara”) to refinance Malara’s existing credit facility with a new credit facility from the lenders under the Credit Agreement would constitute an event of default under the Credit Agreement.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, Amendment No. 1 and the Credit Agreement which are filed as, respectively, Exhibit 4 to this report, Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2006, and Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 6, 2006.

Item 8.01. Other Events.

On August 21, 2006, Harbinger Capital Partners Master Fund I, Ltd. (“Harbinger”) and GoldenTree Master Fund High Yield II, Ltd. (“GoldenTree”) filed a shareholder derivative lawsuit in the Court of Chancery of the State of Delaware in and for New Castle County naming the Company as a nominal defendant and naming all of the Company’s current directors, as defendants, other than the two directors appointed by Harbinger and certain others in their capacity as holders of a majority of the outstanding shares of the Company’s 12 3/4% Cumulative Exchangeable Preferred Stock.  Also named as defendants in the lawsuit are the Company’s Chief Financial Officer and the Company’s Chief Operating Officer.  The lawsuit alleges breach of fiduciary duty in connection with financing and restructuring proposals made in June 2006 by Harbinger and GoldenTree, and financing transactions entered into in July 2006 by the Company with affiliates of Silver Point Finance LLC.

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Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description of Exhibit
4	Amendment No. 2 and Limited Waiver under Credit and Guaranty Agreement, dated as of August 31, 2006, by and among Granite Broadcasting Corporation, the Subsidiaries of Granite Broadcasting Corporation listed on the signature pages thereto, as Guarantors, the Lenders party on the signature pages thereto, and Silver Point Finance, LLC, as Administrative Agent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRANITE BROADCASTING CORPORATION
Dated: August 31, 2006	By:	/s/ Lawrence I. Wills
		Name: Lawrence I. Wills
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
4	Amendment No. 2 and Limited Waiver under Credit and Guaranty Agreement, dated as of August 31, 2006, by and among Granite Broadcasting Corporation, the Subsidiaries of Granite Broadcasting Corporation listed on the signature pages thereto, as Guarantors, the Lenders party on the signature pages thereto, and Silver Point Finance, LLC, as Administrative Agent

4

EX-4

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 the signature pages hereto, and Silver Point Finance, LLC, as Administrative Agent (in such capacity, “Administrative Agent”).  Capitalized terms used but not defined herein shall have their respective meanings under the Credit and Guaranty Agreement.

The Company, the Guarantors, the Lenders on the signature pages thereto, and the Administrative Agent are parties to a Credit and Guaranty Agreement dated as of July 5, 2006 (as amended by that certain Amendment No. 1 dated as of August 15, 2006 and as modified and supplemented and in effect from time to time, the “Credit and Guaranty Agreement”).

The Company, the Guarantors and the Lenders wish now to amend the Credit and Guaranty Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.  Expect as otherwise defined in this Amendment, terms defined in the Credit and Guaranty Agreement are used herein as defined therein.

Section 2.  Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit and Guaranty Agreement shall be amended as follows:

2.01.  Restructuring Plan.  Section 5.17 (B) of the Credit and Guaranty Agreement is amended by amending and replacing “August 31, 2006” with “September 15, 2006”.

2.02.  Indebtedness.  Section 6.1 (h) of the Credit and Guaranty Agreement is amended by amending and replacing “August 31, 2006” with “September 15, 2006”.

2.03.  Refinancing of Malara Facility.  Section 8.1 (m) of the Credit and Guaranty Agreement is amended by amending and replacing “August 31, 2006” with “September 15, 2006”.

Section 3.  Limited Waiver.  The Administrative Agent and the Requisite Lenders agree, in accordance with Section 10.5(a) of the Credit and Guaranty Agreement, to waive, to the extent provided in Schedule A hereto, any Event of Default that may arise under Section 8.1(b)(iii) of the Credit and Guaranty Agreement (or because of the failure to give any notice with respect thereto) with regard to the defaults by the Company and the applicable Guarantors as to the matters set forth on Schedule A hereto.

Section 4.  Effectiveness of Amendment.  This Amendment shall become effective as of the date of this Amendment upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Company, each Guarantor and each Lender party to the Credit and Guaranty Agreement.

Section 5.  Effect of the Amendment.  Except to the extent set forth herein, each of the Company and each Guarantor acknowledges and agrees that nothing contained herein shall by implication or otherwise, constitute a waiver of or consent to any other terms, provision or condition of the Credit and Guaranty Agreement or limit, impair or prejudice any right or remedy that any party hereto may have or may in the future have under the Credit and Guaranty Agreement, which shall remain in full force and effect, and the Lenders hereby reserve all such rights and remedies. Except as set forth herein, the terms, provisions and conditions of the Credit and Guaranty Agreement shall remain in full force and effect.

Section 6.  Miscellaneous.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by their respective authorized representatives as of the day and year first above written.

GRANITE BROADCASTING CORPORATION
By:	/s/ Lawrence I. Wills
	Name: Lawrence I. Wills
	Title: Senior Vice President — Chief Financial Officer
	CHANNEL 11 LICENSE, INC.
	GRANITE RESPONSE TELEVISION, INC.
	KBJR LICENSE, INC.
	KBJR, INC.
	KBWB LICENSE, INC.
	KBWB, INC.
	KSEE LICENSE, INC.
	KSEE TELEVISION, INC.
	QUEEN CITY BROADCASTING OF NEW YORK, INC.
	WEEK-TV LICENSE, INC.
	WKBW-TV LICENSE, INC.
	WTVH, LLC
	WTVH LICENSE, INC.
	WXON LICENSE, INC.
	WXON, INC.
	WISE-TV, INC.
	WISE-TV LICENSE, LLC
	WBNG, INC.
	WBNG LICENSE, INC.
By:	/s/ Lawrence I. Wills
	Name: Lawrence I. Wills
	Title: Vice President, Secretary and Treasurer

WTVH, LLC
	By: GRANITE BROADCASTING CORPORATION,         the Sole Member of WTVH, LLC
By:	/s/ Lawrence I. Wills
	Name: Lawrence I Wills
	Title: Senior Vice President — Chief Financial Officer

LENDERS:
FIELD POINT III, LTD
By:	/s/ Richard Petrilli
	Name: Richard Petrilli
	Title: Authorized Signatory
FIELD POINT IV, LTD
By:	/s/ Richard Petrilli
	Name: Richard Petrilli
	Title: Authorized Signatory
SPF CDO I, LLC
By:	/s/ Richard Petrilli
	Name: Richard Petrilli
	Title: Authorized Signatory
ADMINISTRATIVE AGENT:
SILVER POINT FINANCE, LLC
By:	/s/ Richard Petrilli
	Name: Richard Petrilli
	Title: Authorized Signatory