THIRD AMENDMENT
EXHIBIT 10.27
THIRD AMENDMENT
THIRD AMENDMENT, dated as of July 28, 1999 (this "THIRD AMENDMENT"),
to the Credit Agreement, dated as of June 6, 1997 (as amended by the First
Amendment, dated as of November 5, 1997, as modified by the Waiver, dated as of
December 4, 1997, as amended by the Second Amendment, dated as of December 10,
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 lenders from time to
time parties thereto (the "LENDERS"), THE CHASE MANHATTAN BANK, a New York
banking corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "ADMINISTRATIVE AGENT"), TORONTO DOMINION (NEW YORK), INC., as
documentation agent for the Lenders thereunder and THE BANK OF NOVA SCOTIA, as
syndication agent for the Lenders thereunder.
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 Third
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 amount corresponding to the fiscal year ending
December 31, 1999 and substituting in lieu thereof the amount: "$100,000,000".
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
Third Amendment, duly executed and delivered by the Borrower and the
Required Lenders; and
(b) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Third Amendment shall be satisfactory in form and
substance to the Administrative Agent.
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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
Third Amendment and to the Credit Agreement as amended by this Third 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 Third
Amendment.
7. COUNTERPARTS. This Third 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 THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Third 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:
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Title:
4
LTCB TRUST COMPANY
By:
-------------------------------------
Title:
5
GENERAL ELECTRIC CAPITAL SERVICES
By:
-------------------------------------
Title:
0
XXX XXXXXXXXXX XXXX XX XXXXX,
XXXXXXX, XXX XXXX BRANCH
By:
-------------------------------------
Title:
0
XXXXX XXXX XX XXXXXX
By:
-------------------------------------
Title:
8
CORESTATES BANK, N.A.
By:
-------------------------------------
Title:
9
THE SAKURA BANK, LIMITED
By:
-------------------------------------
Title:
10
BANKERS TRUST COMPANY
By:
-------------------------------------
Title:
11
BANK OF MONTREAL, CHICAGO BRANCH
By:
-------------------------------------
Title:
12
BANKBOSTON, N.A.
By:
-------------------------------------
Title:
00
XXX XXXX XXXX, XXXXXXX, XXX XXXX
BRANCH
By:
-------------------------------------
Title:
00
XXX XXXX XX XXXX XXXXXX
By:
-------------------------------------
Title:
15
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
-------------------------------------
Title:
16
SOCIETE GENERALE, NEW YORK BRANCH
By:
-------------------------------------
Title:
17
PNC BANK, NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
00
XXXX XX XXXXXXX, N.A. (f/k/a
Nationsbank of Texas, N.A.)
By:
-------------------------------------
Title:
19
BARCLAYS BANK PLC
By:
-------------------------------------
Title:
00
XXX XXXXXXXX XXXX, XXXXXXX, XXX
XXXX BRANCH
By:
-------------------------------------
Title:
21
FLEET BANK, N.A.
By:
-------------------------------------
Title:
22
CREDIT LYONNAIS NEW YORK BRANCH
By:
-------------------------------------
Title:
00
XXX XXXX XX XXX XXXX COMPANY, INC.
By:
-------------------------------------
Title:
24
PARIBAS
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
25
NATEXIS BANQUE BFCE
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
26
TORONTO DOMINION (NEW YORK), INC.
By:
-------------------------------------
Title:
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By:
-------------------------------------
Title:
28
FIRST UNION NATIONAL BANK
By:
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Title:
