Fourth Amendment to Credit Agreement among Madison Square Garden, L.P. and Lenders (September 4, 2001)

Contract Categories: Business Finance › Modification Agreements
Summary

This amendment updates the terms of a credit agreement originally made in 1997 between Madison Square Garden, L.P. and a group of lenders, including The Chase Manhattan Bank and others. The amendment changes certain financial terms, specifically updating a repayment schedule, and confirms that all other terms of the original agreement remain in effect. The amendment becomes effective once all parties sign and certain legal conditions are met. No defaults are allowed at the time the amendment takes effect.

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EX-10.28 4 a2075011zex-10_28.txt EXHIBIT 10.28 EXHIBIT 10.28 EXECUTION COPY FOURTH AMENDMENT FOURTH AMENDMENT, dated as of September 4, 2001 (this "FOURTH AMENDMENT"), to the Credit Agreement, dated as of June 6, 1997 (as amended by the First Amendment dated as of November 5, 1997, the Second Amendment, dated as of December 10, 1997 and the Third Amendment dated as of July 28, 1999 and as modified by the Waiver, dated as of December 4, 1997, and as may be further amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among MADISON SQUARE GARDEN, L.P., a Delaware limited partnership (the "BORROWER"), the several banks and other financial institutions from time to time parties to this Agreement (the "LENDERS"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the "ADMINISTRATIVE AGENT"), TORONTO DOMINION (NEW YORK), INC., as documentation agent for the Lenders hereunder and THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders hereunder. W I T N E S S E T H WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain Loans to the Borrower; and WHEREAS, the Borrower has requested that the Lenders amend, and the Lenders have agreed to amend, certain of the provisions of the Credit Agreement, upon the terms and subject to the conditions set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. DEFINED TERMS As used herein, terms defined in this Fourth Amendment or in the Credit Agreement are used herein as so defined. 2. AMENDMENT TO SUBSECTION 7.8 Subsection 7.8 of the Credit Agreement is hereby amended by deleting the table at the end of paragraph (a) thereof and substituting the following:
Fiscal Year Ending Amount ------------------ ------ December 31, 2001 $70,000,000 December 31, 2002 $25,000,000 and each December 31 thereafter
3. EFFECTIVENESS The amendments provided for herein shall become effective on the date (the "EFFECTIVE Date") of satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received counterparts of this Fourth Amendment, duly executed and delivered by the Borrower and each of the other parties hereto; and (b) All limited partnership and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Fourth Amendment shall be satisfactory in form and substance to the Administrative Agent. 4. REPRESENTATIONS AND WARRANTIES After giving effect to the amendments contained herein, on the Effective Date, the Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in Section 4 of the Credit Agreement; provided that each reference in such Section 4 to "this Agreement" shall be deemed to be a reference both to this Fourth Amendment and to the Credit Agreement as amended by this Fourth Amendment. 5. CONTINUING EFFECT; NO OTHER AMENDMENTS Except as expressly amended or waived hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect. The amendments contained herein shall not constitute an amendment or waiver of any other provision of the Credit Agreement or the other Credit Documents or for any purpose except as expressly set forth herein. 6. NO DEFAULT No Default or Event of Default shall have occurred and be continuing as of the Effective Date after giving effect to this Fourth Amendment. 7. COUNTERPARTS This Fourth Amendment may be executed in any number of counterparts by the parties hereto, each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. 8. GOVERNING LAW THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. MADISON SQUARE GARDEN, L.P. By: MSG EDEN CORPORATION, its General Partner By: ------------------------------------- Title: THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender By: ------------------------------------- Title: GENERAL ELECTRIC CAPITAL SERVICES By: ------------------------------------- Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK BRANCH By: ------------------------------------- Title: ROYAL BANK OF CANADA By: ------------------------------------- Title: BANKERS TRUST COMPANY By: ------------------------------------- Title: BANK OF MONTREAL, CHICAGO BRANCH By: ------------------------------------- Title: BANKBOSTON, N.A. By: ------------------------------------- Title: THE FUJI BANK, LIMITED, NEW YORK BRANCH By: ------------------------------------- Title: THE BANK OF NOVA SCOTIA By: ------------------------------------- Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By: ------------------------------------- Title: SOCIETE GENERALE, NEW YORK BRANCH By: ------------------------------------- Title: PNC BANK, NATIONAL ASSOCIATION By: ------------------------------------- Title: NATIONSBANK OF TEXAS, N.A. By: ------------------------------------- Title: BARCLAYS BANK PLC By: ------------------------------------- Title: FLEET BANK, N.A. By: ------------------------------------- Title: CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------------- Title: THE BANK OF NEW YORK By: ------------------------------------- Title: BANQUE PARIBAS By: ------------------------------------- Title: By: ------------------------------------- Title: TORONTO DOMINION (NEW YORK), INC. By: ------------------------------------- Title: UNION BANK OF CALIFORNIA, N.A. By: ------------------------------------- Title: FIRST UNION NATIONAL BANK By: ------------------------------------- Title: NATEXIS BANQUES POPULAIRES By: ------------------------------------- Title: