CREDIT AGREEMENT dated as of June 6, 1997 among MADISON SQUARE GARDEN, L.P., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, THE CHASE MANHATTAN BANK, As Administrative Agent, TORONTO DOMINION (NEW YORK), INC., As Documentation Agent, and THE...

EXHIBIT 10.63

CREDIT AGREEMENT

dated as of

June 6, 1997

among

MADISON SQUARE GARDEN, L.P.,

THE SEVERAL LENDERS FROM
TIME TO TIME PARTIES HERETO,

THE CHASE MANHATTAN BANK,

As Administrative Agent,

TORONTO DOMINION (NEW YORK), INC.,

As Documentation Agent,

and

THE BANK OF NOVA SCOTIA,

As Syndication Agent,

$850,000,000 TERM LOAN AND REVOLVING CREDIT FACILITY

TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . 22

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS. . . . . . . . . . . . . . . 23
2.1 Term Loan Commitments . . . . . . . . . . . . . . . . . . . . 23
2.2 Procedure for Term Loan Borrowing . . . . . . . . . . . . . . 23
2.3 Repayment of Term Loans . . . . . . . . . . . . . . . . . . . 23
2.4 Revolving Credit Commitments. . . . . . . . . . . . . . . . . 24
2.5 Procedure for Revolving Credit Borrowing. . . . . . . . . . . 24
2.6 Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . 25
2.7 Commitment Fees, etc. . . . . . . . . . . . . . . . . . . . . 26
2.8 Termination or Reduction of Revolving Credit
Commitments or Overdraft Commitment . . . . . . . . . . . . . 26
2.9 Optional Prepayments. . . . . . . . . . . . . . . . . . . . . 27
2.10 Mandatory Prepayments and Commitment Reductions . . . . . . . 27
2.11 Conversion and Continuation Options . . . . . . . . . . . . . 29
2.12 Minimum Amounts and Maximum Number of Eurodollar
Tranches. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.13 Interest Rates and Payment Dates. . . . . . . . . . . . . . . 30
2.14 Computation of Interest and Fees. . . . . . . . . . . . . . . 30
2.15 Inability to Determine Interest Rate. . . . . . . . . . . . . 31
2.16 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . 31
2.17 Requirements of Law . . . . . . . . . . . . . . . . . . . . . 32
2.18 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.19 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . 36
2.20 Change of Lending Office. . . . . . . . . . . . . . . . . . . 36
2.21 Replacement of Lenders under Certain Circumstances. . . . . . 36

SECTION 3. LETTERS OF CREDIT AND OVERDRAFTS . . . . . . . . . . . . . . 37
3.1 L/C Commitment. . . . . . . . . . . . . . . . . . . . . . . . 37
3.2 Procedure for Issuance of Letter of Credit. . . . . . . . . . 38
3.3 Commissions, Fees and Other Charges . . . . . . . . . . . . . 38
3.4 L/C Participations. . . . . . . . . . . . . . . . . . . . . . 38
3.5 Reimbursement Obligation of the Borrower. . . . . . . . . . . 39
3.6 Obligations Absolute. . . . . . . . . . . . . . . . . . . . . 40
3.7 Letter of Credit Payments . . . . . . . . . . . . . . . . . . 40
3.8 Applications. . . . . . . . . . . . . . . . . . . . . . . . . 40
3.9 Overdraft Advances. . . . . . . . . . . . . . . . . . . . . . 40

(i)

Page

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 41
4.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . 41
4.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.3 Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.4 Power and Authority . . . . . . . . . . . . . . . . . . . . . 42
4.5 No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 42
4.6 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.7 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . 43
4.8 Governmental Approvals. . . . . . . . . . . . . . . . . . . . 43
4.9 Investment Company Act. . . . . . . . . . . . . . . . . . . . 43
4.10 Public Utility Holding Company Act. . . . . . . . . . . . . . 43
4.11 True and Complete Disclosure. . . . . . . . . . . . . . . . . 43
4.12 Financial Condition . . . . . . . . . . . . . . . . . . . . . 44
4.13 Security Interests. . . . . . . . . . . . . . . . . . . . . . 44
4.14 Representations and Warranties in Partnership Interest
Transfer Agreement and SportsChannel Contribution
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.15 Consummation of the Partnership Transaction . . . . . . . . . 44
4.16 Tax Returns and Payments. . . . . . . . . . . . . . . . . . . 45
4.17 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . 45
4.18 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 46
4.19 Intellectual Property . . . . . . . . . . . . . . . . . . . . 46
4.20 Pollution and Other Regulations . . . . . . . . . . . . . . . 46
4.21 Properties. . . . . . . . . . . . . . . . . . . . . . . . . . 47
4.22 Collective Bargaining Agreements; Labor Relations . . . . . . 47
4.23 Existing Indebtedness . . . . . . . . . . . . . . . . . . . . 47
4.24 Compliance with Requirements of Law and Contractual
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.25 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.26 NBA and NHL Qualification and Compliance. . . . . . . . . . . 48

SECTION 5. Conditions Precedent . . . . . . . . . . . . . . . . . . . . 48
5.1 Conditions to Initial Extensions of Credit. . . . . . . . . . 48
5.2 Conditions to Each Extension of Credit. . . . . . . . . . . . 52

SECTION 6. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . 53
6.1 Financial Statements. . . . . . . . . . . . . . . . . . . . . 53
6.2 Certificates; Other Information . . . . . . . . . . . . . . . 54
6.3 Payment of Obligations. . . . . . . . . . . . . . . . . . . . 55
6.4 Conduct of Business and Maintenance of Existence. . . . . . . 55
6.5 Maintenance of Property; Insurance. . . . . . . . . . . . . . 55
6.6 Inspection of Property; Books and Records; Discussions . . . 56
6.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.8 Environmental Laws. . . . . . . . . . . . . . . . . . . . . . 58

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Page

6.10 Additional Collateral . . . . . . . . . . . . . . . . . . . . 58
6.11 Further Assurances. . . . . . . . . . . . . . . . . . . . . . 59
6.12 Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . 59
6.13 Recording of MSG Mortgage . . . . . . . . . . . . . . . . . . 60

SECTION 7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 60
7.1 Financial Condition Covenants . . . . . . . . . . . . . . . . 60
7.2 Limitation on Indebtedness. . . . . . . . . . . . . . . . . . 62
7.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 63
7.4 Limitation on Fundamental Changes . . . . . . . . . . . . . . 65
7.5 Limitation on Purchase or Sale of Assets. . . . . . . . . . . 66
7.6 Limitation on Leases. . . . . . . . . . . . . . . . . . . . . 67
7.7 Limitation on Dividends . . . . . . . . . . . . . . . . . . . 68
7.8 Limitation on Capital Expenditures. . . . . . . . . . . . . . 68
7.9 Limitation on Investments, Loans and Advances . . . . . . . . 69
7.10 Limitation on Optional Payments and Modifications of
Debt Instruments, etc . . . . . . . . . . . . . . . . . . . . 71
7.11 Limitation on Transactions with Affiliates. . . . . . . . . . 72
7.12 Limitation on Sales and Leasebacks. . . . . . . . . . . . . . 72
7.13 Limitation on Changes in Fiscal Periods . . . . . . . . . . . 72
7.14 Limitation on Negative Pledge Clauses . . . . . . . . . . . . 72
7.15 Limitation on Lines of Business . . . . . . . . . . . . . . . 73
7.16 Amendments, etc . . . . . . . . . . . . . . . . . . . . . . . 73
7.17 Limitation on New Subsidiaries. . . . . . . . . . . . . . . . 73

SECTION 8. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 73

SECTION 9. The Administrative Agent . . . . . . . . . . . . . . . . . . 77
9.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.2 Delegation of Duties. . . . . . . . . . . . . . . . . . . . . 77
9.3 Non-Reliance on the Administrative Agent. . . . . . . . . . . 77
9.4 Notice of Default . . . . . . . . . . . . . . . . . . . . . . 78
9.5 Certain Rights of the Administrative Agent. . . . . . . . . . 78
9.6 Reliance by Administrative Agent. . . . . . . . . . . . . . . 78
9.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 79
9.8 Administrative Agent in Its Individual Capacity . . . . . . . 79
9.9 Successor Administrative Agent. . . . . . . . . . . . . . . . 80

SECTION 10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 80
10.1 Amendments and Waivers. . . . . . . . . . . . . . . . . . . . 80
10.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.3 No Waiver; Cumulative Remedies. . . . . . . . . . . . . . . . 82

(iii)

Page

10.4 Survival of Representations and Warranties . . . . . . . . . 82
10.5 Payment of Expenses and Taxes. . . . . . . . . . . . . . . . 82
10.6 Successors and Assigns; Participations and Assignments . . . 83
10.7 Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . 86
10.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 86
10.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . 86
10.10 Integration. . . . . . . . . . . . . . . . . . . . . . . . . 87
10.11 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . 87
10.12 Submission To Jurisdiction; Waivers. . . . . . . . . . . . . 87
10.13 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . 88
10.14 WAIVERS OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . 88
10.15 Headings Descriptive . . . . . . . . . . . . . . . . . . . . 88
10.16 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . 88
10.17 NBA and NHL Rules. . . . . . . . . . . . . . . . . . . . . . 89
10.18 Team Financing Consent Letters . . . . . . . . . . . . . . . 89
10.19 MSG Mortgage Recording Events. . . . . . . . . . . . . . . . 89
10.20 Limited Recourse . . . . . . . . . . . . . . . . . . . . . . 91

ANNEX A -- Pricing Grid

SCHEDULE 1.1 -- Commitments
SCHEDULE 4.6 -- Litigation
SCHEDULE 4.8 -- Government Approvals
SCHEDULE 4.16 -- Tax Matters
SCHEDULE 4.17 -- ERISA Matters
SCHEDULE 4.18 -- Subsidiaries
SCHEDULE 4.21 -- Real Property
SCHEDULE 4.22 -- Collective Bargaining Agreements; Labor Matters
SCHEDULE 4.23 -- Existing Indebtedness
SCHEDULE 5.1(j) -- Insurance
SCHEDULE 7.3(d) -- Existing Liens
SCHEDULE 7.9(f) -- Existing Investments, Loans and Advances

EXHIBIT A-1 -- Form of Revolving Credit Note
EXHIBIT A-2 -- Form of Overdraft Note
EXHIBIT B -- Form of Term Note
EXHIBIT C -- Form of Officer's Certificate
EXHIBIT D -- Form of Secretary's Certificate
EXHIBIT E -- Form of Subsidiary Guaranty

(iv)

Page

EXHIBIT F-1 -- Form of Credit Party Pledge Agreement
EXHIBIT F-2-A -- Form of NBA Team Pledge Agreement
EXHIBIT F-2-B -- Form of NHL Team Pledge Agreement
EXHIBIT G-1 -- Form of Credit Party Security Agreement
EXHIBIT G-2-A -- Form of NBA Team Security Agreement
EXHIBIT G-2-B -- Form of NHL Team Security Agreement
EXHIBIT H -- Form of MSG Mortgage
EXHIBIT I -- Form of Solvency Certificate
EXHIBIT J -- Form of Assignment and Acceptance

(v)

Schedule 1.1

Term Loan Revolving Credit
Commitment Commitment
------------ ----------------

The Chase Manhattan Bank $ 45,000,000.00
The Bank of Nova Scotia $ 34,000,000.00
Toronto Dominion (New York), Inc. $ 34,000,000.00
General Electric Capital Services $ 24,000,000.00
Barclays Bank Plc $ 24,000,000.00
Bank of Montreal, Chicago Branch $ 24,000,000.00
The Bank of New York $ 24,000,000.00
Banque Paribas $ 24,000,000.00
Credit Lyonnais, New York Branch $ 24,000,000.00
Royal Bank of Canada $ 24,000,000.00
Union Bank of California, N.A. $ 24,000,000.00
BankBoston, N.A. $ 15,000,000.00
Bankers Trust Company $ 15,000,000.00
Corestates Bank, N.A. $ 15,000,000.00
Fleet Bank, N.A. $ 15,000,000.00
The Industrial Bank of Japan,
Limited, New York Branch $ 15,000,000.00
LTCB Trust Company $ 15,000,000.00
The Mitsubishi Trust and
Banking Corporation $ 15,000,000.00
NationsBank of Texas, N.A. $ 15,000,000.00
PNC Bank, National Association $ 15,000,000.00
The Sakura Bank, Limited $ 15,000,000.00
Societe Generale, New York Branch $ 15,000,000.00
Banque Francaise du Commerce
Exterieur $ 15,000,000.00
The Fuji Bank, Limited, New York
Branch $ 15,000,000.00
---------------

Total $0.00 $500,000,000.00
---------------
---------------

Annex A

PRICING GRID FOR LOANS

Applicable
Applicable Margin Margin for
Consolidated Leverage Ratio for Eurodollar Loans ABR Loans
--------------------------- -------------------- -----------
Greater than 3.00 to 1.0 0.875% 0%
Less than or equal to 3.00 to 1.0 0.75% 0%

Changes in the Applicable Margin resulting from changes in the Consolidated
Leverage Ratio shall become effective on the first day (the "Adjustment Date")
of the month following the month in which financial statements are delivered to
the Lenders pursuant to subsection 6.1 (but in any event not later than the 60th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph; provided that an Adjustment Date shall be deemed to occur on the
Second Amendment Effective Date with the calculations made by reference to the
most recent financial statements delivered to the Lenders pursuant to subsection
6.1, adjusted to give pro forma effect to the repayment of the Term Loans made
on the Second Amendment Effective Date. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 3.00 to 1. Each
determination of the Consolidated Leverage Ratio pursuant to this paragraph
shall be made with respect to the period of four consecutive fiscal quarters of
the Borrower ending at the end of the period covered by the relevant financial
statements.

CREDIT AGREEMENT, dated as of June 6, 1997, 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, the Borrower intends to redeem a portion of its partnership
interests held indirectly by ITT Corporation and refinance certain of its
Indebtedness, including Indebtedness outstanding under the Existing Agreement
(as defined below);

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties to this Agreement hereby agree as
follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

"ABR" shall mean for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by Chase as its prime
rate in effect at its principal office in New York City (the Prime Rate not
being intended to be the lowest rate of interest charged by Chase in connection
with extensions of credit to debtors) and "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds
brokers of recognized standing selected by it. Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

"ABR Loans" shall mean Loans the rate of interest applicable to which
is based upon the ABR.

"Adjustment Date" shall have the meaning provided in the Pricing Grid.

"Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to subsection 9.9.

"Affiliate" as to any Person, means any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such first Person. For purposes of this
definition, "control" of a Person means the power, directly or indirectly,
either to (a) vote 10% or more of the securities having ordinary voting power
for the election of directors (or persons performing similar functions) of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise. For the avoidance of doubt, neither the NBA nor the NHL nor any
other franchisee or member of the NBA or the NHL nor any of their respective
subsidiaries or affiliates shall be or be deemed to be an Affiliate of any
Credit Party.

"Agreement" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

"Aircraft" shall have the meaning provided in the Aircraft
Contribution Agreement.

"Aircraft Contribution Agreement" shall mean the Aircraft Contribution
Agreement, dated as of April 15, 1997, among GHC, MSG Eden, ITT MSG, ITT Flight
Operations, Inc., a Pennsylvania corporation, and the Borrower, as the same
shall be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof and hereof.

"Applicable Margin" shall mean for ABR Loans, 1.00%, and for
Eurodollar Loans, 2.00%; provided, that on and after the first Adjustment Date
occurring after the Effective Date, the Applicable Margin will be determined
pursuant to the Pricing Grid.

"Application" shall mean an application, in such form (reasonably
acceptable to the Borrower) as the Issuing Lender may specify from time to time,
requesting the Issuing Lender to open a Letter of Credit.

"Asset Sale" shall mean the sale, transfer or other disposition by the
Borrower or any Subsidiary to any Person other than the Borrower or any
Subsidiary of any asset of the Borrower or such Subsidiary including any Signage
Sale and the sales or dispositions contemplated by subsection 7.5(l) but
excluding sales, transfers or other dispositions of obsolete or excess
equipment.

"Assignee" shall have the meaning provided in subsection 10.6(c).

"Assignor" shall have the meaning provided in subsection 10.6(c).

"Available Revolving Credit Commitment" shall mean as to any Lender at
any time, an amount equal to (a) such Lender's Revolving Credit Commitment minus
(b) such Lender's Revolving Extensions of Credit.

"Board" shall mean the Board of Governors of the Federal Reserve
System of the United States (or any successor).

"Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

"Borrowing Date" shall mean any date which is (i) the date on which
the Term Loans are made, or (ii) any Business Day specified by the Borrower as a
date on which the Borrower requests the Lenders to make Loans hereunder.

"Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close, provided that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which commercial banks are not open
for dealings in Dollar deposits in the London interbank market.

"Cablevision" shall mean Cablevision Systems Corporation, a Delaware
corporation.

"Capital Lease" as applied to any Person shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

"Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

"Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation) and any and all warrants, rights or options to purchase any of
the foregoing.

"Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) Dollar denominated time
deposits, certificates of deposit and bankers' acceptances of (x) any Lender or
(y) any bank (or the parent company of such bank) whose short-term commercial
paper rating from Standard & Poor's Ratings Group ("S&P") is at least A-1 or the
equivalent thereof or from Xxxxx'x Investors Service, Inc. ("Xxxxx'x") is at
least P-1 or the equivalent thereof (any such

bank, an "Approved Lender"), in each case with maturities of not more than six
months from the date of acquisition, (iii) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (ii) above, (iv) commercial paper issued by any Lender or Approved
Lender or by the parent company of any Lender or Approved Lender and commercial
paper issued by, or guaranteed by, any industrial or financial company with a
short-term commercial paper rating of at least A-1 or the equivalent thereof by
S&P or at least P-1 or the equivalent thereof by Moody's (any such company, an
"Approved Company"), or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or A2, or the equivalent of each thereof,
from S&P or Moody's, respectively, and in each case maturing within six months
after the date of acquisition and (v) investments in money market funds
substantially all of whose assets are comprised of securities of the type
described in clauses (i) through (iv) above.

"Cash Proceeds" shall mean, with respect to any Asset Sale or issuance
of any Capital Stock or Indebtedness, the aggregate cash payments (including, in
the case of any Asset Sale, (i) any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received and (ii) any cash received upon the sale or disposition of the
broadcast rights described in subsection 7.5(l), to the extent such cash payment
represents an upfront payment on such sale or disposition which is materially
disproportionate to the other payments to be received over the time period for
which such broadcast rights have been so sold or disposed) received by the
Borrower and/or any Subsidiary from such Asset Sale or such issuance.

"Change of Control" shall mean (a) Rainbow shall cease to own directly
or indirectly, in the aggregate at least 60% of the Borrower's equity voting
rights, (b) Rainbow shall cease to have management control of the Borrower, (c)
Cablevision and the Xxxxx Family Interests shall cease to own in the aggregate
at least 50.1% of the voting stock of Rainbow or (d) Cablevision or Xxxxx shall
cease to have management control over the business and operations of Rainbow.

"Chase" shall mean The Chase Manhattan Bank, a New York banking
corporation.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.

"Collateral" shall mean all of the Collateral as defined in each of
the Security Documents.

"Collective Bargaining Agreement" shall have the meaning provided in
subsection 4.22(a).

"Commitment" shall mean as to any Lender (including the Overdraft
Lender), the sum of the Term Loan Commitment, the Revolving Credit Commitment
and the Overdraft Commitment of such Lender.

"Consolidated Capital Expenditures" shall mean expenditures by the
Borrower or any of its Subsidiaries for the purchase of assets of long-term use
which are capitalized in accordance with GAAP. Notwithstanding the foregoing,
the acquisition of the Aircraft by the Borrower or any of its Subsidiaries
pursuant to the Aircraft Contribution Agreement and the Partnership Interest
Transfer Agreement shall not constitute a Consolidated Capital Expenditure for
any purpose of this Agreement.

"Consolidated EBIT" shall mean, for any period, Consolidated Net
Income of the Borrower and its Subsidiaries, before interest income, interest
expense and provision for taxes and without giving effect to any extraordinary
gains or losses from sales of assets (other than sales of tickets, product or
other inventory in the ordinary course of business) or to any financing costs
related to this Agreement or the Transaction and less any amounts received in
connection with the sale or disposition of the broadcast rights described in
subsection 7.5(l) to the extent such amounts have previously been included
within clause (ii) of the definition of "Cash Proceeds".

"Consolidated EBITDA" shall mean, for any period, Consolidated EBIT
for such period, adjusted by adding thereto the amount of all depreciation
expense and amortization expense and non-cash charges that were deducted in
determining such Consolidated EBIT.

"Consolidated Fixed Charges" shall mean, for any fiscal year, the sum
(without duplication) of (A) Consolidated Interest Expense for such fiscal year
plus (B) required principal payments on the Indebtedness of the Borrower or any
of its Subsidiaries during such fiscal year (whether or not paid but excluding
refinancings) plus (C) Consolidated Capital Expenditures made (or in respect of
which an irrevocable commitment to make such Consolidated Capital Expenditures
has been made) during such fiscal year (other than such Consolidated Capital
Expenditures which were committed to, and included in Consolidated Fixed
Charges, for the immediately preceding fiscal year) plus (D) any payments made
during such fiscal year by the Borrower or any of its Subsidiaries for services
rendered relating to the Yankee Contract (but only to the extent such payments
are not included in Consolidated EBITDA) plus (E) other cash expenses not
included in Consolidated EBITDA minus (F) prepaid deposits relating to sales of
tickets of any of the Teams during such fiscal year plus or minus, as the case
may be, (G) the change (whether positive or negative) in Consolidated Working
Capital during such fiscal year.

"Consolidated Indebtedness" shall mean the principal amount of all
Indebtedness, excluding Contingent Obligations, of the Borrower and its
Subsidiaries required to be accounted for as debt in accordance with GAAP and
determined on a consolidated basis in accordance with GAAP; provided however
that for the purposes of subsection 7.1(a) only, there shall be excluded in
determining Consolidated Indebtedness (i) any deferred payments then due and
owing by the Borrower or any of its Subsidiaries for services rendered relating
to the Yankee Contract or any

contract with athletes and/or coaches and/or independent talent or broadcast
personalities, (ii) amounts owing and payable to Georgetown Associates
("Georgetown") in connection with consulting work performed by Georgetown
related to renovations on the Madison Square Garden Arena up to a maximum amount
during the term of this Agreement of $6,300,000 and (iii) amounts owing and
payable in connection with the purchase of the American Hockey League franchise
located in Binghamton, New York, up to a maximum amount of $1,950,000.

"Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP) of the Borrower and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing but
excluding, however, (i) any amortization of deferred financing costs or costs in
respect of interest rate swaps and (ii) interest expense attributable to any of
the items (i) through (iii) in the proviso to the definition of "Consolidated
Indebtedness", all as determined in accordance with GAAP.

"Consolidated Leverage Ratio" shall mean, as at the last day of any
Test Period, the ratio of (a) Consolidated Indebtedness on such day to (b)
Consolidated EBITDA for the Test Period ended on such day; provided that, prior
to and for so long as the Garden Programming Loan Agreement is in effect, debt,
income and interest expense of Garden Programming shall not be considered for
purposes of computing the Consolidated Leverage Ratio.

"Consolidated Net Income" shall mean for any period, the net income
(or loss), after provision for taxes, of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with GAAP for such period taken
as a single accounting period.

"Consolidated Working Capital" shall mean at any date, the excess of
(a) the sum of all amounts (other than cash and cash equivalents) that would, in
conformity with GAAP, be set forth opposite the caption "total current assets"
(or any like caption) on a consolidated balance sheet of the Borrower and its
Subsidiaries at such date over (b) the sum of all amounts that would, in
conformity with GAAP, be set forth opposite the caption "total current
liabilities" (or any like caption) on a consolidated balance sheet of the
Borrower and its Subsidiaries on such date, but excluding the current portion of
any Indebtedness for borrowed money.

"Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intending to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (a) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary

obligation or (d) otherwise to assure or hold harmless the owner of such primary
obligation against loss in respect thereof, provided, however, that the term
Contingent Obligation shall not include (x) endorsements of instruments for
deposit or collection in the ordinary course of business, or (y) for avoidance
of doubt, any indemnification obligations. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

"Contractual Obligation" shall mean as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

"Contribution" shall mean the contribution by certain Subsidiaries of
Rainbow and, under certain circumstances set forth in the SportsChannel
Contribution Agreement, ITT MSG, of all their right, title and interest in
SportsChannel Associates.

"Credit Documents" shall mean this Agreement, the Notes, the Security
Documents and the Subsidiary Guaranty.

"Credit Party" shall mean and include the Borrower and each of its
Subsidiaries (including any New Subsidiaries but excluding, prior to and so long
as the Garden Programming Loan Agreement is in effect, Garden Programming).

"Credit Party Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(i).

"Credit Party Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Default" shall mean any of the events specified in Section 8, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

"Xxxxx" shall mean Xxxxxxx X. Xxxxx.

"Xxxxx Family Interests" shall mean (i) any Xxxxx Family Member, (ii)
any trusts for the benefit of any Xxxxx Family Members, (iii) any estate or
testamentary trust of any Xxxxx Family Member for the benefit of any Xxxxx
Family Members, (iv) any executor, administrator, conservator or legal or
personal representative of any Person or Persons specified in clauses (i), (ii)
and (iii) above to the extent acting in such capacity on behalf of any Dolan
Family Member or Members and not individually and (v) any corporation,
partnership, limited liability company or other similar entity, in each case 80%
of which is owned and controlled by any of the foregoing or combination of the
foregoing.

"Xxxxx Family Members" shall mean Xxxxx, his spouse, his descendants
and any spouse of any of such descendants.

"Dollars" and "$" shall mean lawful money of the United States of
America.

"Effective Date" shall mean the date on which the conditions precedent
set forth in subsection 5.1 shall be satisfied or waived.

"Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations (other than internal reports prepared
by the Borrower or any of its Subsidiaries solely in the ordinary course of such
Person's business and not in response to any third party action or request of
any kind) or proceedings against any Credit Party or any Real Property of any
Credit Party relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials arising
from alleged injury or threat of injury to health, safety or the environment.

"Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code and rule of common law now
or hereinafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, each of the foregoing relating to the
environment, health, safety or Hazardous Materials, including the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C Section 9601 et seq., the Resource Conservation and Recovery Act, as
amended 42 U.S.C. Section 6901 et seq., the Federal Water Pollution Control Act,
as amended, 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act, 15
U.S.C. Section 7401 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq.,
the Safe Drinking Water Act, 42 U.S.C. Section 3808 et seq., the Oil Pollution
Act of 1990, 33 U.S.C. Section 2701 et seq. and any applicable state and local
or foreign counterparts or equivalents.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

"ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or a Subsidiary would be deemed to be
a "single employer" within the meaning of Sections 414(b) or (c) of the Code,
except that, for purposes of Section 302 of ERISA and Sections 412, 4971 and
4980 of the Code, "ERISA Affiliate" shall mean each such person which together
with the Borrower or a Subsidiary would be deemed to be a single employer within
the meaning of Sections 414(b), (c), (m) or (o) of the Code.

"Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

"Eurodollar Base Rate" shall mean with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
by the Administrative Agent to be the offered rate for Dollar deposits with a
term comparable to such Interest Period that appears on the applicable Telerate
Page at approximately 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period; provided, however, that if at any time for
any reason such offered rate does not appear on the applicable Telerate Page,
"Eurodollar Base Rate" shall mean, with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate at
which Chase is offered Dollar deposits at or about 10:00 A.M., New York City
time, two Business Days prior to the beginning of such Interest Period in the
interbank eurodollar market where the eurodollar and foreign currency and
exchange operations in respect of its Eurodollar Loans are then being conducted
for delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its Eurodollar
Loans to be outstanding during such Interest Period.

"Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

"Eurodollar Rate" shall mean with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):

Eurodollar Base Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements

"Eurodollar Tranche" shall mean the collective reference to Eurodollar
Loans the then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

"Event of Default" shall have the meaning provided in Section 8.

"Excess Cash Flow" shall mean for any fiscal year of the Borrower, the
excess, if any, of (a) Consolidated EBITDA for such fiscal year over (b)(i)
Consolidated Fixed Charges, (ii) plus or minus (without duplication) the cash
portion of any extraordinary gains or losses incurred during such fiscal year
without duplication of mandatory prepayments resulting from any transaction
giving rise thereto plus (iii) $5,000,000.

"Excess Cash Flow Application Date" shall have the meaning provided in
subsection 2.10(c).

"Existing Agreement" shall mean the Credit Agreement, dated as of
January 20, 1995, among MSG Holdings, L.P., a Delaware limited partnership as
predecessor to the Borrower, the lending institutions listed from time to time
on Annex I thereto and Chemical Bank, as predecessor to Chase, as agent, as
amended, supplemented or otherwise modified from time to time.

"Existing Indebtedness" shall have the meaning provided in subsection
4.23.

"Facility" shall mean each of (a) the Term Loan Commitments and the
Term Loans made thereunder (the "Term Loan Facility") and (b) the Revolving
Credit Commitments and the extensions of credit made thereunder (the "Revolving
Credit Facility").

"Federal Funds Effective Rate" shall have the meaning provided in the
definition of "ABR".

"Fixed Charge Coverage Ratio" shall mean, as of the last day of any
fiscal year, the ratio of (i) the sum of (A) Consolidated EBITDA for the fiscal
year ended on such day plus (B) the average of the quarterly Available Revolving
Credit Commitment (with the quarterly Available Revolving Credit Commitment for
each quarter being computed by taking the average of the Available Revolving
Credit Commitment on the first day of such fiscal quarter and on the last day of
such fiscal quarter) for each quarter during such fiscal year to (ii)
Consolidated Fixed Charges for such fiscal year.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement.

"Garden Programming" shall mean Garden Programming, L.L.C., a Delaware
limited liability company.

"Garden Programming Accommodation Arrangements" shall mean certain
financial accommodation arrangements to be entered into between Garden
Programming and certain Persons with which Garden Programming or any of its
Affiliates has television broadcast rights in an aggregate principal amount not
to exceed $40,000,000.

"Garden Programming Lenders" shall mean Chase and the other financial
institutions making loans to Garden Programming under the Garden Programming
Loan Agreement.

"Garden Programming Loan Agreement" shall mean a loan agreement to be
entered into by Garden Programming and the Garden Programming Lenders providing
a portion of the proceeds for the Garden Programming Accommodation Arrangements.

"General Partner" shall mean MSG Eden Corporation, a Delaware
corporation, as general partner of the Borrower.

"GHC" shall mean Garden L.P. Holding Corp., a Delaware corporation.

"Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

"Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that
contained, electric fluid containing levels of polychlorinated biphenyls, and
radon gas; (b) any chemicals, materials or substances defined as or included in
the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated by any governmental authority pursuant to any applicable Environmental
Law.

"Incur" shall mean issue, assume, guarantee, incur or otherwise become
liable for; and the term "Incurrence" shall have a correlative meaning.

"Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services (including broadcast services) which in accordance with
GAAP would be shown on the liability side of the balance sheet of such Person,
(iii) the face amount of all letters of credit issued for the account of such
Person and, without duplication, all drafts drawn thereunder, (iv) all
Indebtedness of a second Person secured by any Lien on any property owned by
such first Person, whether or not such indebtedness has been assumed, (v) all
Capitalized Lease Obligations of such Person, (vi) all obligations of such
Person to pay a specified purchase price for goods or services on a take-or-pay
or similar basis, and (vii) all Contingent Obligations of such Person, provided
that Indebtedness shall not include trade payables and accrued expenses, in each
case arising and paid in the ordinary course of business.

"Initial Borrowing Date" shall mean the date which is the first
Borrowing Date.

"Insolvency" shall mean with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

"Insolvent" shall mean pertaining to a condition of Insolvency.

"Intellectual Property" shall have the meaning provided in subsection
4.19.

"Interest Coverage Ratio" shall mean, for any period, the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period.

"Interest Payment Date" shall mean (a) as to any ABR Loan, the last
day of each March, June, September and December, (b) as to any Eurodollar Loan
having an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day within such Interest Period which is three months, or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period and (d) as to any Loan, the date of repayment
thereof at final stated maturity.

"Interest Period" shall mean as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be
to carry such Interest Period into another calendar month, in which
event such Interest Period shall end on the immediately preceding
Business Day;

(ii)any Interest Period that would otherwise extend beyond the
Revolving Credit Termination Date or beyond the date final payment is
due on the Term Loans shall end on the Revolving Credit Termination
Date or such due date, as applicable;

(iii)any Interest Period that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month which
is the specified number of months after such first calendar month; and

(iv)the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan.

"Interest Rate Protection Agreement" shall mean any interest rate
protection agreement, interest rate swap agreement, interest rate futures
contract, interest rate option,

interest rate cap, interest rate floor, interest rate collar, basis swap,
forward rate agreement, or other interest rate hedge arrangement or similar
arrangement, or any combination of any of the foregoing, to or under which the
Borrower or any of its Subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary after the date hereof.

"Issuing Lender" shall mean Chase or any of its Affiliates, in its
capacity as issuer of any Letter of Credit.

"ITT" shall mean ITT Corporation, a Nevada corporation.

"ITT Eden" shall mean ITT Eden Corporation, a Delaware corporation.

"ITT MSG" shall mean ITT MSG Inc., a Delaware corporation.

"L/C Commitment": shall mean the obligation to issue Letters of
Credit hereunder in an aggregate amount not to exceed $25,000,000.

"L/C Obligations" shall mean at any time, an amount equal to the sum
of (a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit which have not then been reimbursed pursuant to subsection 3.5 or
otherwise.

"L/C Participants" shall mean with respect to any Letter of Credit,
the collective reference to all the Revolving Credit Lenders other than the
Issuing Lender that have issued such Letter of Credit.

"Leasehold" of any Person means all of the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

"Lender" shall have the meaning provided in the first paragraph of
this Agreement.

"Letter Agreement" shall mean the letter agreement among Cablevision,
Rainbow, the Borrower and ITT, dated April 15, 1997.

"Letters of Credit" shall have the meaning provided in subsection
3.1(a).

"Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement
(including any conditional sale or other title retention agreement and any
capital lease having substantially the same economic effect as any of the
foregoing).

"Limited Partners" shall mean, collectively, ITT MSG and GHC, as
limited partners of the Borrower.

"Limited Partnership Agreement" shall mean the Amended and Restated
Agreement of Limited Partnership of Madison Square Garden, L.P., dated as of
April 15, 1997, among the Limited Partners and the General Partner as in effect
on the Initial Borrowing Date, as the same may be amended, modified or
supplemented from time to time in accordance with the provisions hereof and
thereof.

"Loan" shall mean any loan or advance made by any Lender (including
the Overdraft Lender) pursuant to this Agreement.

"Majority Facility Lenders" shall mean with respect to any Facility,
Lenders which collectively are the holders of not less than 51% of the aggregate
unpaid principal amount of the Term Loans or the Total Revolving Extensions of
Credit, as the case may be, outstanding under such Facility (provided, that in
the case of the Revolving Credit Facility, prior to any termination of the
Revolving Credit Commitments, such term shall mean Lenders which are
collectively the holders of not less than 51% of the aggregate amount of the
Revolving Credit Commitments).

"Majority Revolving Credit Facility Lenders" shall mean the Majority
Facility Lenders in respect of the Revolving Credit Facility.

"Margin Stock" has the meaning provided in Regulation U of the Board.

"Material Adverse Effect" shall mean a material adverse effect on: (a)
the business, assets, operations, property or financial condition of the
Borrower and its Subsidiaries taken as a whole (other than changes relating to
the economy in general or resulting from industry-wide developments affecting
companies in similar businesses) or (b) the validity or enforceability of this
Agreement or any of the other Credit Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder; provided that none
of the following events, occurrences or circumstances shall constitute a
Material Adverse Effect: (i) the consummation of the Transaction and (ii) any
strike, lock-out or other labor controversy, including (x) any actions or
proceedings involving any Teams or unions representing any employees or agents
of the Borrower, any of its Subsidiaries or any Teams or (y) any individual
disputes with employees or agents (including players, coaches or scouts) of the
Borrower, any of such Subsidiaries or any Teams, whether (1) in negotiating
extensions or renewals of contracts or (2) related to any such employee or agent
seeking an improvement in such individual's arrangements with the Borrower, any
of such Subsidiaries or any Team in advance of scheduled contract extensions or
renewals.

"MSG" shall mean Madison Square Garden Corporation, a Delaware
corporation.

"MSG Eden" shall mean MSG Eden Corporation, a Delaware corporation.

"MSG Mortgage" shall have the meaning provided in subsection
5.1(h)(iv).

"MSG Mortgaged Property" shall have the meaning provided in subsection
5.1(h)(iv).

"Multiemployer Plan" shall mean a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

"NBA" shall mean The National Basketball Association (or any
successor).

"NBA Entities" shall mean collectively the NBA, NBA Properties Inc., a
New York corporation, the NBA Market Extension Partnership, a New Jersey general
partnership and NBA Development, LLC, a Delaware limited liability company, or
any successor to any of the foregoing.

"NBA Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"NBA Rules" shall mean, collectively, the NBA Constitution and
By-Laws, the governing documents of the NBA Entities, and present and future
rules, regulations, memoranda, resolutions and directives of the NBA Board of
Governors or the NBA Commissioner.

"NBA Security Documents" shall mean, collectively, the NBA Team Pledge
Agreement and the NBA Team Security Agreement.

"NBA Team Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(ii).

"NBA Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Net Cash Proceeds" shall mean, with respect to any Asset Sale or the
issuance of any Capital Stock or Indebtedness, the Cash Proceeds resulting
therefrom net of expenses of the sale or issuance (including, with respect to
any Asset Sale, the payment of principal, premium and interest of Indebtedness
secured by the assets the subject of the Asset Sale and required to be, and
which is, repaid under the terms thereof as a result of such Asset Sale), and
incremental taxes paid or payable as a result thereof.

"New Subsidiary" shall have the meaning provided in subsection 7.17.

"NHL" shall mean The National Hockey League (or any successor).

"NHL Entities" shall mean collectively the NHL, NHL Enterprises, L.P.,
a Delaware limited partnership, NHL Enterprises, Inc., a Delaware corporation,
NHL Enterprises

Canada, L.P., an Ontario limited partnership, and National Hockey League
Enterprises Canada, Inc., or any successor to any of the foregoing.

"NHL Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"NHL Rules" shall mean, collectively, the NHL Constitution and
By-Laws, the governing documents of the NHL Entities, and present and future
rules, regulations, memoranda, resolutions and directives of the NHL Board of
Governors or the NHL Commissioner.

"NHL Security Documents" shall mean, collectively, the NHL Team Pledge
Agreement and the NHL Team Security Agreement.

"NHL Team Pledge Agreement" shall have the meaning provided in
subsection 5.1(h)(ii).

"NHL Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Non-Excluded Taxes" shall have the meaning provided in subsection
2.18(a).

"Non-U.S. Lender" shall have the meaning provided in subsection
2.18(b).

"Notes" shall mean the collective reference to the Term Notes and the
Revolving Credit Notes.

"Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent or any Lender pursuant to the terms of this Agreement
or any other Credit Document.

"Overdraft Advance" shall mean any advance made by the Overdraft
Lender to cover overdrafts by the Borrower in its designated primary operating
account maintained with the Overdraft Lender.

"Overdraft Commitment" shall mean the obligation of the Overdraft
Lender, if any, to make Overdraft Advances in an aggregate principal amount not
to exceed the Overdraft Maximum Amount.

"Overdraft Lender" shall mean Chase acting as the "Overdraft Lender"
in accordance with subsection 3.9.

"Overdraft Maximum Amount" shall mean $10,000,000, as the same may be
changed from time to time pursuant to the terms hereof.

"Overdraft Note" shall have the meaning provided in subsection 2.6(e).

"Participant" shall have the meaning provided in subsection 10.6(b).

"Partners" shall mean the General Partner and the Limited Partners.

"Partnership Acknowledgements" shall mean "Acknowledgements"
substantially in the form of Annex D to each Team Pledge Agreement.

"Partnership Interest Transfer Agreement" shall mean the Partnership
Interest Transfer Agreement, dated as of April 15, 1997, among ITT, ITT Eden,
ITT MSG, Cablevision, Rainbow, Rainbow Garden, GHC, MSG Eden and the Borrower,
as the same may be amended, supplemented or otherwise modified from time to time
in accordance with the terms hereof and thereof.

"Partnership Notices" shall mean "Partnership Notices" substantially
in the form of Annex C to each Team Pledge Agreement.

"Partnership Transaction" shall mean item (i) contained in the
definition of the term "Transaction".

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

"Permitted Acquisition" shall have the meaning provided in subsection
7.15.

"Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

"Plan" shall mean at a particular time, any employee benefit plan
which is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Pledge Agreements" shall mean the Credit Party Pledge Agreement and
each Team Pledge Agreement.

"Pledged Entity" shall mean each "Pledged Entity" as defined in each
Team Pledge Agreement.

"Pledged Securities" shall mean all the Pledged Securities as defined
in each of the Pledge Agreements.

"Pricing Grid" shall mean the pricing grid attached hereto as Annex A.

"Prime Rate" shall have the meaning provided in the definition of
"ABR".

"Projections" shall have the meaning provided in subsection 6.2(b).

"Rainbow" shall mean Rainbow Media Holdings, Inc., a Delaware
corporation.

"Rainbow Garden" shall mean Rainbow Garden Corp., a Delaware
corporation.

"Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

"Recovery Event" shall mean any settlement of or payment in respect of
any property insurance or casualty insurance claim or any condemnation
proceeding relating to any property of the Borrower or any of its Subsidiaries,
excluding any such settlement or payment which, together with any related
settlement or payment, yields gross proceeds to the Borrower or any of its
Subsidiaries of less than $1,000,000.

"Register" shall have the meaning provided in subsection 10.6(d).

"Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

"Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

"Reimbursement Obligation" shall mean the obligation of the Borrower
to reimburse the Issuing Lender pursuant to subsection 3.5 for amounts drawn
under Letters of Credit.

"Reorganization" shall mean with respect to any Multiemployer Plan,
the condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

"Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under the regulations issued pursuant to Section 4043(c) of
ERISA.

"Required Lenders" shall mean Lenders which collectively are the
holders of not less than 51% of the sum of (i) the aggregate unpaid principal
amount of the Term Loans and (ii) the aggregate amount of the Revolving Credit
Commitments or, if the Revolving Credit

Commitments have been terminated, the Total Revolving Extensions of Credit and
the outstanding Overdraft Advances.

"Requirement of Law" shall mean as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation (including Environmental Laws)
or determination of an arbitrator or a court or other Governmental Authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

"Responsible Officer" shall mean the chief executive officer, the
president, any vice president or senior vice president, the treasurer or any
assistant treasurer, the secretary or assistant secretary and the chief
financial officer of the General Partner.

"Revolving Credit Commitment" shall mean as to any Revolving Credit
Lender, the obligation of such Revolving Credit Lender, if any, to make
Revolving Credit Loans and to participate in Letters of Credit, in an aggregate
principal and/or face amount of Revolving Credit Loans and/or Letters or Credit
not to exceed the amount set forth under the heading "Revolving Credit
Commitment" opposite such Lender's name on Schedule 1.1, as the same may be
changed from time to time pursuant to the terms hereof. The original aggregate
amount of the Revolving Credit Commitments is $200,000,000.

"Revolving Credit Commitment Period" shall mean the period from and
including the Effective Date to the Revolving Credit Termination Date.

"Revolving Credit Facility" shall have the meaning provided in the
definition of "Facility".

"Revolving Credit Lender" shall mean each Lender which (i) has a
Revolving Credit Commitment or which has made Revolving Credit Loans or (ii) has
participations in outstanding Letters of Credit.

"Revolving Credit Loans" shall have the meaning provided in subsection
2.4.

"Revolving Credit Note" shall have the meaning provided in subsection
2.6(e).

"Revolving Credit Percentage" shall mean as to any Revolving Credit
Lender at any time, the percentage which the amount of such Lender's Revolving
Credit Commitment then constitutes of the amount of the aggregate Revolving
Credit Commitments (or, at any time after the Revolving Credit Commitments shall
have expired or terminated, the percentage which the sum of the aggregate
principal amount of such Lender's Revolving Credit Loans and L/C Obligations
then outstanding plus, in the case of the Overdraft Lender, the aggregate
principal amount of the Overdraft Advances then outstanding, constitutes of the
aggregate principal amount of the Revolving Credit Loans, L/C Obligations and
Overdraft Advances then outstanding).

"Revolving Credit Termination Date" shall mean the earliest of (a) the
Scheduled Revolving Credit Termination Date or, if such date is not a Business
Day, the Business Day next preceding such date and (b) the date upon which the
Revolving Credit Commitments shall be earlier terminated pursuant hereto.

"Revolving Extensions of Credit" shall mean as to any Revolving Credit
Lender at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Revolving Credit Loans made by such Lender then outstanding and
(b) such Lender's Revolving Credit Percentage of the L/C Obligations then
outstanding.

"Scheduled Revolving Credit Termination Date" shall mean December 31,
2004.

"Security Agreement Collateral" shall mean all "Collateral" as defined
in each of the Security Agreements.

"Security Agreements" shall mean the Credit Party Security Agreement
and each Team Security Agreement.

"Security Documents" shall mean each Pledge Agreement, each Security
Agreement and, once recorded, the MSG Mortgage.

"Signage Sale" shall mean the sale of signage (i.e. the sale to a
third-party of the right to designate the name) with respect to the building
constituting Madison Square Garden or any theater located therein.

"Single Employer Plan" shall mean any Plan which is covered by Title
IV of ERISA, but which is not a Multiemployer Plan.

"Solvent" shall mean, with respect to any Person on any date, that on
such date (i) the fair value of the property (tangible or intangible) of such
Person is greater than the total amount of liabilities, including contingent
liabilities, of such person, (ii) the amount that will be required to pay the
probable liabilities of such Person on its debts as they become absolute and
matured will not be greater than the fair salable value of the assets of such
Person at such time, (iii) such Person is able to realize upon its assets and
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, and (iv) such
Person is not engaged in a business or a transaction, and is not about to engage
in a business or a transaction, for which such Person's property would
constitute unreasonably small capital after giving due consideration to
prevailing practices in the industry in which such Person is engaged. In
computing the amount of any contingent liability at any time, it is intended
that such liability will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that might
reasonably be expected to become an actual or matured liability.

"SportsChannel Contribution Agreement" shall mean the SportsChannel
Contribution Agreement, dated as of April 15, 1997, among Rainbow, GHC, Rainbow
Garden, SportsChannel New York Holding Partnership, SportsChannel Associates
Holding Corporation, MSG Eden, ITT MSG, ITT Eden and the Borrower, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.

"Subsidiary" of any Person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

"Subsidiary Guaranty" shall have the meaning provided in subsection
5.1(g).

"Team" shall have the meaning provided in subsection 7.5(l).

"Team Financing Consent Letter" shall have the meaning provided in
subsection 5.1(h)(v).

"Team Pledge Agreement" shall have the meaning provided in subsection
5.1(h)(ii)

"Team Security Agreement" shall have the meaning provided in
subsection 5.1(h)(iii).

"Telerate Page" means the display designated as Page 3750 on the Dow
Xxxxx Telerate Service (or such other page as may replace such page on such
service for the purpose of displaying the rates at which Dollar deposits are
offered by leading banks in the London interbank deposit market).

"Term Loan" shall have the meaning provided in subsection 2.1.

"Term Loan Commitment" shall mean as to any Term Loan Lender, the
obligation of such Term Loan Lender, if any, to make a Term Loan to the Borrower
hereunder in a principal amount not to exceed the amount set forth under the
heading "Term Loan Commitment" opposite such Lender's name on Schedule 1.1. The
original aggregate amount of the Term Loan Commitments is $650,000,000.

"Term Loan Facility" shall have the meaning provided in the definition
of "Facility".

"Term Loan Lender" shall mean each Lender which has a Term Loan
Commitment or, on or after the Effective Date, which has made a Term Loan.

"Term Loan Percentage" shall mean as to any Term Loan Lender at any
time, the percentage which the amount of such Lender's Term Loan Commitment then
constitutes of the aggregate Term Loan Commitments (or, at any time after the
Effective Date, the percentage which the principal amount of such Lender's Term
Loan then outstanding constitutes of the aggregate principal amount of the Term
Loans then outstanding).

"Term Note" shall have the meaning provided in subsection 2.6(e).

"Test Period" shall mean for any determination the four consecutive
fiscal quarters of the Borrower then last ended (taken as one accounting
period).

"Total Revolving Extensions of Credit" shall mean at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Credit
Lenders at such time.

"Transaction" shall mean, collectively, (i) the redemption by the
Borrower from time to time of some or all of its partnership interests held by
ITT MSG and the redemption by MSG Eden of its Capital Stock held by ITT Eden
with proceeds obtained from the Borrower pursuant to the Partnership Interest
Transfer Agreement, (ii) the refinancing of all Indebtedness of the Borrower
under the Existing Agreement in an aggregate principal amount equal to
approximately $280,000,000, (iii) the Contribution and (iv) the incurrence of
the Loans hereunder on the Initial Borrowing Date.

"Transferee" shall have the meaning provided in subsection 10.6(f).

"Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., an ABR Loan or Eurodollar Loan.

"UCC" shall mean the Uniform Commercial Code.

"Unfunded Current Liability" of any Single Employer Plan shall mean
the amount, if any, by which the actuarial present value of the accumulated plan
benefits under the Single Employer Plan as of the close of its most recent plan
year exceeds the then current fair market value of the assets allocable thereto
based upon the actuarial assumptions used by the Plan's actuary in the most
recent annual valuation of the Single Employer Plan.

"Uniform Customs" shall mean the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be revised from time to time.

"Wholly Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly Owned Subsidiary of such Person which is incorporated, organized or
formed under the laws of the United States or any State thereof.

"Wholly Owned Subsidiary" of any Person shall mean any Subsidiary of
such Person to the extent all of the capital stock or other ownership interests
in such Subsidiary, other than directors' qualifying shares, is owned directly
or indirectly by such Person.

"Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile transmission, telegraph or
cable.

"Yankee Contract" shall mean collectively (i) the Ancillary Agreement,
dated as of November 22, 1988, between New York Yankees Limited Partnership and
MSG Network, (ii) the Game Fee Agreement, dated as of November 22, 1988, between
New York Yankees Limited Partnership and MSG Network, (iii) the Rights
Agreement, dated as of November 22, 1988, between New York Yankees Limited
Partnership and MSG Network and (iv) the Modification, dated as of January 25,
1991, by and between New York Yankees Limited Partnership and MSG Network.

1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Credit Documents or any certificate or other document
made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Credit Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Subsection, Section,
Schedule, Annex and Exhibit references are to this Agreement unless otherwise
specified.

(d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

(e) Unless otherwise provided, references herein to the word
"include", "includes" or "including" shall be deemed to include, without
limitation, the item or items mentioned following such word.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.

2.1 Term Loan Commitments. Subject to the terms and conditions
hereof, each Term Loan Lender severally agrees to make a term loan (a "Term
Loan") to the Borrower on the Effective Date in an amount not to exceed the
amount of the Term Loan Commitment of such Lender then in effect. The Term
Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with
subsections 2.2 and 2.11.

2.2 Procedure for Term Loan Borrowing. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business Day
prior to the anticipated Effective Date) requesting that the Term Loan Lenders
make the Term Loans on the Effective Date and specifying the amount to be
borrowed. The Term Loans made on the Effective Date shall initially be ABR
Loans. Upon receipt of such notice the Administrative Agent shall promptly
notify each Term Loan Lender thereof. Not later than 12:00 Noon, New York City
time, on the Effective Date each Term Loan Lender shall make available to the
Administrative Agent at its office specified in subsection 10.2 an amount in
immediately available funds equal to the Term Loan or Term Loans to be made by
such Lender. The Administrative Agent shall credit the account of the Borrower
on the books of such office of the Administrative Agent (or such other account
as the Borrower may specify in the related borrowing notice) with the aggregate
of the amounts made available to the Administrative Agent by the Term Loan
Lenders in immediately available funds.

2.3 Repayment of Term Loans. The Term Loans shall be repayable in 26
consecutive quarterly installments, payable on the last day of each March, June,
September and December commencing September 30, 1998 in the principal amount for
each installment equal to (x) the amount set forth opposite the year in which
such installment is due divided by (y) the number of installments due in such
year:

Year Amount
---- ------

1998 $ 40,000,000
1999 50,000,000
2000 90,000,000
2001 100,000,000
2002 120,000,000
2003 120,000,000
2004 130,000,000

2.4 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans ("Revolving Credit Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding which, when added to such Lender's Revolving
Credit Percentage of the L/C Obligations then outstanding, does not exceed the
amount of such Lender's Revolving Credit Commitment; provided that the

25
Lenders shall not have any obligation to make any Revolving Credit Loans if,
after giving effect to the making of such Revolving Credit Loans, the aggregate
principal amount of L/C Obligations, Revolving Credit Loans and Overdraft
Advances then outstanding would exceed the Revolving Credit Commitments at such
time. During the Revolving Credit Commitment Period the Borrower may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be
Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with subsections 2.5 and 2.11, provided that
no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that
is one month prior to the Scheduled Revolving Credit Termination Date.

(b) The Borrower shall repay all outstanding Revolving Credit Loans on
the Revolving Credit Termination Date.

2.5 Procedure for Revolving Credit Borrowing. The Borrower may borrow
under the Revolving Credit Commitments during the Revolving Credit Commitment
Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(b) prior to 11:00 A.M., New York City time, on the requested Borrowing Date, in
the case of ABR Loans), specifying (i) the amount and Type of Revolving Credit
Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Each borrowing
under the Revolving Credit Commitments shall be in an amount equal to (x) in the
case of ABR Loans, $2,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, if the then aggregate Available Revolving Credit Commitments are
less than $2,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Revolving Credit Lender thereof. Each Revolving Credit
Lender will make the amount of its Revolving Credit Percentage share of each
borrowing available to the Administrative Agent for the account of the Borrower
at the office of the Administrative Agent specified in subsection 10.2 prior to
12:00 Noon, New York City time in the case of Eurodollar Loans, and prior to
3:00 P.M. New York City time in the case of ABR Loans, in each case on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower on
the books of such office (or such other account as the Borrower may specify in
the related borrowing notice) with the aggregate of the amounts made available
to the Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent.

2.6 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
(i) each Revolving Credit Lender, the then unpaid principal amount of each
Revolving Credit Loan of

26
such Revolving Credit Lender on the Revolving Credit Termination Date, (ii) the
Overdraft Lender, the then unpaid principal amount of the Overdraft Advances of
the Overdraft Lender on the Revolving Credit Termination Date and (iii) each
Term Loan Lender, the principal amount of the Term Loan of such Lender in
accordance with the amortization schedule set forth in subsection 2.3 (or the
then unpaid principal amount of such Term Loans, on the date that any or all of
the Term Loans become due and payable pursuant to Section 8). The Borrower
hereby further agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding from the date hereof until payment in full
thereof at the rates per annum, and on the dates, set forth in subsection 2.13.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to
subsection 10.6(d), and a subaccount therein for each Lender (including the
Overdraft Lender), in which shall be recorded (i) the amount of each Overdraft
Advance, Revolving Credit Loan and Term Loan made hereunder, the Type thereof
and each Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender (including the Overdraft Lender) hereunder and (iii) both the amount of
any sum received by the Administrative Agent hereunder from the Borrower and
each Lender's share thereof.

(d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.6(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender (including the Overdraft Lender) or the Administrative
Agent to maintain the Register or any such account, or any error therein, shall
not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender or Overdraft
Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender (i) a
promissory note of the Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit A-1 with appropriate insertions as
to date and principal amount (a "Revolving Credit Note") and/or (ii) a
promissory note of the Borrower evidencing the Overdraft Advances of the
Overdraft Lender, substantially in the form of Exhibit A-2 with appropriate
insertions as to date and principal amount (an "Overdraft Note") and/or (iii) a
promissory note of the Borrower evidencing the Term Loan of such Lender,
substantially in the form of Exhibit B with appropriate insertions as to date
and principal amount (a "Term Note").

27
2.7 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent (i) for the account of each Revolving Credit Lender, a
commitment fee for the period from and including the date hereof to the last day
of the Revolving Credit Commitment Period, computed at the rate of 0.375% per
annum on the average daily amount of the Available Revolving Credit Commitment
of such Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Credit Termination Date or such earlier date as the Revolving Credit
Commitments shall terminate as provided herein, commencing on the first of such
dates to occur after the date hereof and (ii) for the account of each Term Loan
Lender, a commitment fee for the period from and including the date hereof to
the Effective Date, computed at the rate of 0.375% per annum on the Term Loan
Commitment of such Lender during the period for which payment is made, payable
on the Effective Date.

(b) The Borrower agrees to pay or cause to be paid to the
Administrative Agent the fees in the amounts and on the dates as previously
agreed between Affiliates of the Borrower and the Administrative Agent.

2.8 Termination or Reduction of Revolving Credit Commitments or
Overdraft Commitment. The Borrower shall have the right, upon not less than
five Business Days' notice to the Administrative Agent, to terminate the
Revolving Credit Commitments or the Overdraft Commitment or, from time to time,
to reduce the amount of the Revolving Credit Commitments or the Overdraft
Maximum Amount; provided that no such termination or reduction of Revolving
Credit Commitments shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans and Overdraft Advances made on the
effective date thereof, the Total Revolving Extensions of Credit would exceed
the aggregate Revolving Credit Commitments then in effect and no such
termination of the Overdraft Commitment or reduction of the Overdraft Maximum
Amount shall be permitted if, after giving effect thereto and to any prepayments
of the Overdraft Advances made on the effective date thereof, the outstanding
Overdraft Advances would exceed the Overdraft Commitment then in effect. Any
such reduction shall be in an amount equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, shall reduce permanently the Revolving Credit
Commitments or the Overdraft Commitment, as the case may be, then in effect,
and, in the case of a reduction of the Revolving Credit Commitments, shall
reduce the Lenders' Revolving Credit Commitments pro rata in accordance with
their respective Revolving Credit Percentages. Upon receipt of any notice
pursuant to this subsection 2.8, the Administrative Agent shall promptly notify
each Revolving Credit Lender or, in the case of a reduction in the Overdraft
Commitment, the Overdraft Lender, of the contents thereof.

2.9 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans (other than the Overdraft Advances), in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Administrative Agent at least three Business Days prior thereto in the case of
Eurodollar Loans and by 12:00 Noon, New York City time, on the date of payment
in the case of ABR Loans, which notice shall specify the date and amount of
prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a
combination

28
thereof, and, if of a combination thereof, the amount allocable to each
(specifying, if necessary to avoid ambiguity, the last day of the related
Interest Periods for any Eurodollar Loans being prepaid); provided, that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to subsection 2.19. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is
given by the Borrower, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $2,000,000 or a whole multiple of $1,000,000 in
excess thereof. Optional prepayments on account of the Term Loans shall be
applied first to the immediately following four installments thereof and
thereafter ratably to the remaining installments thereof based upon their
respective principal amounts and may not be reborrowed. In addition, the
Borrower may from time to time prepay the Overdraft Advances, in whole or in
part, without premium or penalty, upon irrevocable notice delivered to the
Overdraft Lender at least one Business Day prior thereto, which notice shall
specify the date and amount of prepayment. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayments of Overdraft Advances may be in any amount.

2.10 Mandatory Prepayments and Commitment Reductions. (a) If, after
the Effective Date, any Capital Stock or Indebtedness shall be issued or
Incurred by the Borrower or any of its Subsidiaries (excluding (i) any issuance
of Capital Stock by the Borrower to Cablevision or Rainbow or any of their
Subsidiaries, (ii) any Indebtedness permitted under subsection 7.2 and (iii) any
adjustment of the "Profit Percentage" (as defined in the Limited Partnership
Agreement) of ITT MSG (or any Person substituted for ITT MSG as a limited
partner of the Borrower) in connection with the contribution of the Aircraft to
the Borrower or any of its Subsidiaries as contemplated by the Aircraft
Contribution Agreement and the Limited Partnership Agreement), an amount equal
to 100% of the Net Cash Proceeds thereof shall be applied on the date of such
issuance or Incurrence toward the prepayment of the Term Loans and to the
reduction in the amount of the Revolving Credit Commitments and Overdraft
Commitment as set forth in subsection 2.10(d).

(b) If on any date the Borrower or any of its Subsidiaries shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event (unless the
proceeds of such Recovery Event have begun to be applied within 180 days of such
date to reconstruct or purchase property substantially similar to that which was
the subject of such Recovery Event) then such Net Cash Proceeds shall be
applied, within five Business Days after such date (or, in the case of a
Recovery Event, the proceeds of which are not applied within the time period
and/or in the manner described above, upon the lapse of such time period or upon
the failure to so apply such proceeds), toward the prepayment of the Term Loans
and the reduction in the amount of the Revolving Credit Commitments and
Overdraft Commitment as set forth in subsection 2.10(d); provided that (x) (i)
so long as the Consolidated Leverage Ratio is greater than 6.0 to 1.0, 50% of
the Net Cash Proceeds from Signage Sales from and after the Effective Date shall
be excluded from the requirement to so prepay the Term Loans and reduce the
amount of the Revolving Credit Commitments and Overdraft Commitment and (ii) so
long as the Consolidated Leverage

29
Ratio is equal to or less than 6.0 to 1.0, 100% of the Net Cash Proceeds from
Signage Sales shall be excluded from the requirement to so prepay the Term Loans
and reduce the amount of the Revolving Credit Commitments and Overdraft
Commitment and (y) up to an aggregate $10,000,000 of Net Cash Proceeds from
Asset Sales (including Signage Sales in excess of the amounts and during the
times provided in clause (x)(i)) from and after the Effective Date shall not be
required to be used to so prepay the Term Loans and reduce the amount of the
Revolving Credit Commitments and Overdraft Commitment and (z) the amounts
realized in connection with the disposition of property referred to in
subsection 7.5(q) shall not be required to be used to so prepay the Term Loans
and reduce the Revolving Credit Commitments and Overdraft Commitments.

(c) At the end of any fiscal year of the Borrower commencing with the
fiscal year ending December 31, 1997, if the Consolidated Leverage Ratio at the
end of such fiscal year exceeds 5.0 to 1.0, the Borrower shall, on the relevant
Excess Cash Flow Application Date, apply 50% of Excess Cash Flow during such
year toward the prepayment of the Term Loans and the reduction in the amount of
the Revolving Credit Commitments and Overdraft Commitment as set forth in
subsection 2.10(d). Each such prepayment shall be made on a date (an "Excess
Cash Flow Application Date") no later than five days after the earlier of (i)
the date on which the financial statements of the Borrower referred to in
subsection 6.1(a), for the fiscal year with respect to which such prepayment is
made, are required to be delivered to the Lenders and (ii) the date such
financial statements are actually delivered.

(d) All amounts to be applied in accordance with subsections 2.10(a),
(b) and (c) shall be applied, first, to the prepayment in full of the Term
Loans, and second, to the permanent and ratable reduction in the amount of each
Revolving Credit Lender's Revolving Credit Commitments (and, if the aggregate
Revolving Credit Commitments are so reduced to an amount which is less than the
Overdraft Commitment then in effect, the Overdraft Commitment shall be reduced
to such lesser amount) in accordance with the ratio that the amount of such
Revolving Credit Commitment at the time bears to the sum of the amount of the
aggregate Revolving Credit Commitments at the time. Amounts so prepaid on
account of the Term Loans shall be applied ratably to the then remaining number
of installments thereof according to the respective Term Loan Percentages of the
Term Loan Lenders and the principal amounts of their respective installments and
may not be reborrowed. Any such reduction of the Revolving Credit Commitments
(and, if applicable, the Overdraft Commitments) shall be accompanied by
prepayment of the Revolving Credit Loans and/or Overdraft Advances to the
extent, if any, that the Total Revolving Extensions of Credit and the Overdraft
Advances at such time exceed the amount of the aggregate Revolving Credit
Commitments as so reduced (or, if applicable, prepayment of the Overdraft
Advances to the extent the Overdraft Advances at such time exceed the Overdraft
Commitment as so reduced), with any such prepayment of Revolving Credit Loans
being accompanied by a notice specifying whether the prepayment is of Eurodollar
Loans, ABR Loans or a combination thereof and, if of a combination thereof, the
amount allocable to each and, if necessary to avoid ambiguity, the last day of
the related Interest Periods for any Eurodollar Loans being prepaid; provided
that if the aggregate principal amount of Revolving Credit Loans and Overdraft
Advances then outstanding is less than the amount of such excess

30
(because L/C Obligations constitute a portion thereof), the Borrower shall, to
the extent of the balance of such excess, cause one or more of the respective
beneficiaries of the outstanding Letters of Credit to reduce or replace such
outstanding Letters of Credit and/or deposit an amount in cash in a cash
collateral account established with the Administrative Agent for the benefit of
the Lenders on terms and conditions satisfactory to the Administrative Agent.

2.11 Conversion and Continuation Options.(a) The Borrower may elect
from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least two Business Days' prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans (other than Overdraft Advances)
to Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable notice of such election (which notice shall specify, in
accordance with the applicable provisions of the term "Interest Period" set
forth in subsection 1.1, of the length of the initial Interest Period therefor,
the required date of such conversion and the amount of ABR Loans to be
converted), provided that no ABR Loan under a particular Facility may be
converted into a Eurodollar Loan (i) when any Event of Default has occurred and
is continuing and the Administrative Agent or the Majority Facility Lenders in
respect of such Facility have determined that such a conversion is not
appropriate or (ii) after the date that is one month prior to the final
scheduled termination or maturity date of such Facility. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

(b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent of the amount of the Eurodollar
Loan to be continued, in accordance with the applicable provisions of the term
"Interest Period" set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Loan, provided that no Eurodollar Loan
under a particular Facility may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined that such
a continuation is not appropriate or (ii) after the date that is one month prior
to the final scheduled termination or maturity date of such Facility, and
provided, further, that if the Borrower shall fail to give any required notice
as described above in this paragraph in respect of any portion or all of such
Eurodollar Loan or if such continuation is not permitted pursuant to the
preceding proviso such Eurodollar Loans shall be automatically converted to ABR
Loans on the last day of such then expiring Interest Period. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

2.12 Minimum Amounts and Maximum Number of Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (a) the aggregate principal amount of the Eurodollar Loans comprising
each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the aggregate principal amount of all
Eurodollar Loans is less

than $5,000,000, such lesser amount), (b) no more than six Eurodollar Tranches
under a particular Facility shall be outstanding at any one time and (c) no more
than ten Eurodollar Tranches in the aggregate shall be outstanding at any one
time.

2.13 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

(b)Each ABR Loan (including each Overdraft Advance) shall bear
interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or not overdue) shall bear interest at a rate per annum
which is equal to in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection 2.13
plus 2% and (ii) if all or a portion of any interest payable on any Loan or
Reimbursement Obligation or any commitment fee or other amount payable hereunder
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall bear interest at a rate per annum equal to
the rate applicable to ABR Loans plus 2%, in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).

(d) Interest shall be payable in the case of Eurodollar Loans and ABR
Loans in arrears on each related Interest Payment Date; provided that interest
accruing pursuant to paragraph (c) of this subsection 2.13 shall be payable from
time to time on demand.

2.14 Computation of Interest and Fees. (a) Interest, fees and other
amounts payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower and the relevant Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of the effective date and the
amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders (including the Overdraft Lender) in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the

quotations used by the Administrative Agent in determining any interest rate
pursuant to subsections 2.13(a) or (c).

2.15 Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

(a) the Administrative Agent shall have determined (which
determination, absent manifest error, shall be conclusive and binding upon
the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the
Majority Facility Lenders in respect of the relevant Facility that the
Eurodollar Rate determined or to be determined for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their
affected Loans during such Interest Period (which notice shall be withdrawn
when such circumstances no longer prevail),

the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any Eurodollar Loans under the relevant Facility
requested to be made on the first day of such Interest Period shall be made
as ABR Loans, (y) any Loans under the relevant Facility that were to have
been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans
under the relevant Facility shall be converted to ABR Loans on the last day
of the Interest Period applicable thereto. Until such notice has been
withdrawn by the Administrative Agent (which the Administrative Agent shall
do when the circumstances giving rise to such notice shall no longer
prevail), no further Eurodollar Loans under the relevant Facility shall be
made or continued as such, nor shall the Borrower have the right to convert
Loans under the relevant Facility to Eurodollar Loans.

2.16 Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder (other than Overdraft Advances), each
payment by the Borrower on account of any commitment fee pursuant to
subsection 2.7 and, subject to subsection 2.10(d), any reduction of the
Commitments of the Lenders shall be made, with regard to the applicable
Facility, pro rata according to the respective Term Loan Percentages or
Revolving Credit Percentages, as the case may be, of the relevant Lenders.

(b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans
then held by the Term Loan Lenders.

(c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Credit Loans shall be
made pro rata according to the

respective outstanding principal amounts of the Revolving Credit Loans then held
by the Revolving Credit Lenders.

(d) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be made prior to 12:00
Noon, New York City time, on the due date thereof to the Administrative
Agent, for the account of the Revolving Credit Lenders or the Term Loan
Lenders, as the case may be, or, in the case of Overdraft Advances or any
amounts with respect thereto, for the account of the Overdraft Lender, at the
Administrative Agent's office specified in subsection 10.2, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Revolving Credit Lenders or the Term Loan Lenders, as the
case may be, or, in the case of Overdraft Advances or any amounts with
respect thereto, to the Overdraft Lender, promptly upon receipt in like funds
as received. If any payment hereunder becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day (except, in the case of Eurodollar Loans, as otherwise provided
in clause (i) of the definition of "Interest Period"). In the case of any
extension of any payment of principal pursuant to the preceding sentence,
interest thereon shall be payable at the then applicable rate during such
extension.

(e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount that would constitute its share of such borrowing available
to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor,
such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this
subsection 2.16(e) shall be conclusive in the absence of manifest error. If
such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover
such amount with interest thereon at the rate per annum applicable to ABR
Loans, on demand, from the Borrower. The failure of any Lender to make any
Loan to be made by it shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on such Borrowing Date, but no Lender
shall be responsible for the failure of any other Lender to make the Loan to
be made by such other Lender on such Borrowing Date.

2.17 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever
with respect to this Agreement, any Letter of Credit, any Application or
any Eurodollar Loan made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Non-Excluded Taxes
covered by subsection 2.18 and the establishment of a tax based on the
overall net income of such Lender and changes in the rate of tax on the
overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Lender which is not otherwise included in the determination
of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such
Lender, by an amount which such Lender deems to be material, of making,
converting into, continuing or maintaining Eurodollar Loans or issuing or
participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary
to compensate such Lender for such increased cost or reduced amount
receivable, provided, that before making any such demand, each Lender agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be
disadvantageous to it, in its reasonable discretion, in any legal, economic
or regulatory manner) to designate a different Eurodollar lending office if
the making of such designation would allow the Lender or its Eurodollar
lending office to continue to perform its obligations to make Eurodollar
Loans or to continue to fund or maintain Eurodollar Loans and avoid the need
for, or materially reduce the amount of, such increased cost. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection
2.17, it shall promptly (and in any event no later than 90 days after such
Lender becomes entitled to make such claim) notify the Borrower, through the
Administrative Agent, of the event by reason of which it has become so
entitled. If the Borrower notifies the Administrative Agent within five
Business Days after any Lender notifies the Borrower of any increased cost
pursuant to the foregoing provisions of this subsection 2.17(a), the Borrower
may convert all Eurodollar Loans of such Lender then outstanding into ABR
Loans in accordance with subsection 2.11 and shall, additionally, reimburse
such Lender for any cost in accordance with subsection 2.19.

(b) If any Lender (including the Overdraft Lender) shall have
determined that the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or
compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the
force of law) from any Governmental Authority made subsequent to the date
hereof shall have the effect of reducing the rate of return on such Lender's
or such corporation's capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level

below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent), of a written request therefor, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such
corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to
this subsection 2.17 submitted by any Lender to the Borrower (with a copy to
the Administrative Agent), showing in reasonable detail the basis for
calculation thereof, shall be conclusive in the absence of manifest error.
The obligations of the Borrower pursuant to this subsection 2.17 shall
survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

2.18 Taxes. (a) Except as provided below in this subsection, all
payments made by the Borrower under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes and franchise taxes (imposed in lieu of net income taxes)
imposed on the Administrative Agent or any Lender (including the Overdraft
Lender) as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or
any other Credit Document). If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are
required to be withheld from any amounts payable to the Administrative Agent
or any Lender hereunder, the amounts so payable to the Administrative Agent
or such Lender shall be increased to the extent necessary to yield to the
Administrative Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that the Borrower
shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not
be required to increase any such amounts payable to the Administrative Agent
or any Lender that is not organized under the laws of the United States of
America or a state thereof if the Administrative Agent or such Lender fails
to comply with the requirements of subsection 2.18(b). Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, the Borrower
shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative
Agent or any Lender as a result of any such failure. The agreements in this
subsection 2.18 shall

survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

(b) Each Lender (or Transferee) that is not a corporation,
partnership or other entity created or organized in or under the laws of the
United States of America (or any state or other jurisdiction thereof) (a
"Non-U.S. Lender") shall deliver to the Borrower and the Administrative Agent
(or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S. Lender delivers a Form W-8, an annual certificate representing,
under penalty of perjury, that such Non-U.S. Lender is not a "bank" for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and
is not a controlled foreign corporation related to the Borrower (within the
meaning of Section 864(d)(4) of the Code)), properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by the Borrower
under this Agreement and the other Credit Documents. Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of any Participant, on or before the date
such Participant purchases the related participation). In addition, each
Non-U.S. Lender shall deliver such forms on or before the expiration or
obsolescence and promptly upon the invalidity of any form previously
delivered by such Non-U.S. Lender and after the occurrence of any event
requiring a change in the most recently provided form and, if necessary,
obtain any extensions of time reasonably requested by the Borrower or the
Administrative Agent for filing and completing such forms.

(c) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect
of U.S. federal withholding tax pursuant to paragraph (a) above to the extent
that (i) the obligation to withhold amounts with respect to U.S. federal
withholding tax existed on the date such Non-U.S. Lender became a party to
this Agreement (or, in the case of an Transferee, on the date such Transferee
became a party to this Agreement), provided, however, that this clause (c)
shall not apply to any Transferee that becomes a Transferee as a result of an
assignment, participation, transfer or designation made at the request of the
Borrower, and provided further however that this clause (c) shall not apply
to the extent the indemnity payment or additional amounts any Transferee
would be entitled to receive (without regard to this clause (c)) do not
exceed the indemnity payment or additional amounts that the person making the
assignment, participation or transfer to such Transferee would have been
entitled to receive in the absence of such assignment, participation,
transfer or designation or (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply
with the provisions of paragraph (b) above.

(d) Any Lender (or Transferee) claiming any indemnity payment or
additional amounts payable pursuant to this subsection 2.18 shall use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to file any certificate or document

reasonably requested in writing by the Borrower or to change the jurisdiction
of its applicable lending office if the making of such a filing or change
would avoid the need for or reduce the amount of any such indemnity payment
or additional amounts that may thereafter accrue and would not, in the sole
determination of such Lender (or Transferee), be otherwise disadvantageous to
such Lender (or Transferee) in any legal, economic or regulatory respect.

2.19 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss (excluding loss of profit) or
expense which such Lender may sustain or incur as a consequence of (a)
default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given
a notice thereof in accordance with the provisions of this Agreement or (c)
the making of a prepayment of Eurodollar Loans on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed,
converted or continued, for the period from the date of such prepayment or of
such failure to borrow, convert or continue to the last day of the current
related Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined
by such Lender) which would have accrued to such Lender on such amount by
placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. A certificate as to any amounts payable
pursuant to this subsection 2.19, showing in reasonable detail the
calculation thereof, submitted to the Borrower by any Lender through the
Administrative Agent shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

2.20 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.17 or
2.18(a) with respect to such Lender, it will, if requested by the Borrower,
use reasonable efforts (subject to overall policy considerations of such
Lender) to file any certificate or document or to designate another lending
office for any Loans affected by such event, in each case, with the object of
avoiding or reducing the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no material economic, legal
or regulatory disadvantage, and provided, further, that nothing in this
subsection 2.20 shall affect or postpone any of the obligations of any
Borrower or the rights of any Lender pursuant to subsection 2.17 or 2.18(a).

2.21 Replacement of Lenders under Certain Circumstances. If at any
time (a) the Borrower becomes obligated to pay additional amounts described
in subsections 2.17, 2.18 or 2.19 as a result of any condition described in
such subsections or any Lender ceases to make Eurodollar Loans pursuant to
subsection 2.15, (b) any Lender becomes insolvent and its assets

become subject to a receiver, liquidator, trustee, custodian or other Person
having similar powers or (c) any Lender fails to make a Revolving Credit Loan
required to be made by it hereunder, then the Borrower may, on ten Business
Days' prior written notice to the Administrative Agent and such Lender,
replace such Lender by causing such Lender to (and such Lender shall) assign
pursuant to subsection 10.6(c) all of its rights and obligations under this
Agreement to a Lender or other entity selected by the Borrower and reasonably
acceptable to the Administrative Agent so long as the Assignor receives an
amount equal to the outstanding principal amount of such Lender's Loans and
all accrued interest and fees and other amounts payable hereunder (including
amounts payable under Subsection 2.19 as though such Loans were being paid
instead of being purchased); provided that (i) the Borrower shall have no
right to replace the Administrative Agent, (ii) neither the Administrative
Agent nor any Lender shall have any obligation to the Borrower to find a
replacement Lender or other such entity, (iii) in the event of a replacement
of a Lender to which the Borrower becomes obligated to pay additional amounts
pursuant to clause (a) of this subsection 2.21, in order for the Borrower to
be entitled to replace such a Lender, such replacement must take place no
later than 30 days after the Lender shall have demanded payment of additional
amounts under one of the subsections described in clause (a) of this
subsection 2.21, as the case may be, and (iv) in no event shall the Lender
hereby replaced be required to pay or surrender to such replacement Lender or
other entity any of the fees received by such Lender hereby replaced pursuant
to this Agreement. In the case of a replacement of a Lender to which the
Borrower becomes obligated to pay additional amounts pursuant to clause (a)
of this subsection 2.21, the Borrower shall pay such additional amounts to
such Lender prior to such Lender being replaced and the payment of such
additional amounts shall be a condition to the replacement of such Lender.

SECTION 3. LETTERS OF CREDIT AND OVERDRAFTS

3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other
Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue
letters of credit ("Letters of Credit") for the account of the Borrower on
any Business Day during the Revolving Credit Commitment Period in such form
as may be approved from time to time by the Issuing Lender; provided that the
Issuing Lender shall not have any obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment, (ii) the aggregate amount of the Available
Revolving Credit Commitments would be less than zero or (iii) the aggregate
principal amount of L/C Obligations, Revolving Credit Loans and Overdraft
Advances then outstanding would exceed the Revolving Credit Commitments at
such time. Each Letter of Credit shall (i) be denominated in Dollars and
(ii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date which is five Business Days prior to the
Scheduled Revolving Credit Termination Date, provided that any Letter of
Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (y) above).

(b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

(c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law.

3.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified in
accordance with subsection 10.2(c) an Application therefor, completed to the
reasonable satisfaction of the Issuing Lender, and such other certificates,
documents and other papers and information as the Issuing Lender may
reasonably request. Upon receipt of any Application, the Issuing Lender will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed to
by the Issuing Lender and the Borrower. The Issuing Lender shall furnish a
copy of such Letter of Credit to the Borrower promptly following the issuance
thereof.

3.3 Commissions, Fees and Other Charges. (a) The Borrower shall
pay to the Administrative Agent, for the account of each Revolving Credit
Lender, a commission on each outstanding Letter of Credit at a rate per annum
equal to the Applicable Margin then in effect with respect to Eurodollar
Loans on the face amount of such Letter of Credit, to be shared ratably among
the Revolving Credit Lenders in accordance with their respective Revolving
Credit Percentages, from (and including) the date of issuance thereof until
(but excluding) the expiration date thereof or the last day of the Revolving
Credit Commitment Period, payable in arrears on the last day of each calendar
quarter, commencing on the first such date after the issuance of such Letter
of Credit, and on such expiration date or the last day of the Revolving
Credit Commitment Period.

(b) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases
from the Issuing Lender, on the terms and conditions hereinafter stated, for
such L/C Participant's own account and risk an undivided interest equal to
such L/C Participant's Revolving Credit Percentage in the Issuing Lender's
obligations and rights under each Letter of

Credit issued by the Issuing Lender hereunder and the amount of each draft
paid by the Issuing Lender thereunder. Each L/C Participant unconditionally
and irrevocably agrees with the Issuing Lender that, if a draft is paid under
any Letter of Credit issued by the Issuing Lender for which the Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms
of this Agreement, such L/C Participant shall pay to the Issuing Lender upon
demand an amount equal to such L/C Participant's Revolving Credit Percentage
of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit
is paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on
demand an amount equal to the product of (i) such amount, times (ii)the daily
average Federal Funds Effective Rate during the period from and including the
date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times (iii) a fraction the
numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by
any L/C Participant pursuant to subsection 3.4(a) is not made available to
the Issuing Lender by such L/C Participant within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans.
A certificate of the Issuing Lender submitted to any L/C Participant with
respect to any amounts owing under this subsection shall be conclusive in the
absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, including proceeds of collateral
applied thereto by the Administrative Agent or the Issuing Lender), or any
payment of interest on account thereof, the Issuing Lender will distribute to
such L/C Participant its pro rata share thereof in accordance with the
respective principal payments made by the respective L/C Participants and the
Issuing Lender; provided, however, that in the event that any such payment
received by the Issuing Lender shall be required to be returned by the
Issuing Lender, such L/C Participant shall return to the Issuing Lender the
portion thereof previously distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. The Borrower agrees
to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes (other than Non-Excluded Taxes), fees,
charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment. Each such payment shall be made to the Issuing
Lender in Dollars and in immediately available funds. Interest shall be
payable on any and all amounts remaining unpaid by the Borrower under this
subsection from the date such amounts become payable (whether at

stated maturity, by acceleration or otherwise) until payment in full at the
rate set forth in subsection 2.13(c). Each drawing under any Letter of
Credit shall (unless an event of the type described in clause (i) or (ii) of
subsection 8(e) shall have occurred and be continuing with respect to the
Borrower, in which case the procedures specified in subsection 3.4 for
funding by L/C Participants shall apply) constitute a request by the Borrower
to the Administrative Agent for a borrowing pursuant to subsection 2.5 of ABR
Loans in the amount of such drawing. Notwithstanding any notice, minimum
borrowing on other provisions to the contrary in subsection 2.5, the
Borrowing Date with respect to such borrowing shall be the date of payment of
the relevant draft.

3.6 Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender, any beneficiary of
a Letter of Credit or any other Person. The Borrower also agrees with the
Issuing Lender that, subject to the last sentence of this subsection 3.6, the
Issuing Lender shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5 shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors,
omissions or delays in transmission, dispatch or delivery found by a final
and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Issuing
Lender. The Borrower agrees that any action taken or omitted by the Issuing
Lender under or in connection with any Letter of Credit or the related drafts
or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards or care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of the Issuing Lender to the
Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower of the date and amount thereof. The responsibility of the
Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit issued by it shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are
substantially in conformity with such Letter of Credit.

3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall apply.

3.9 Overdraft Advances. (a) Subject to the terms and conditions
hereof, the Overdraft Lender may, without the need for any request by the
Borrower, make Overdraft Advances for the benefit of the Borrower from time
to time on any Business Day during the Revolving Credit Commitment Period;
provided, however, the Overdraft Lender shall not make any Overdraft Advance
if, after giving effect to such Overdraft Advance, (i) the aggregate amount
of Overdraft Advances outstanding at such time shall exceed the Overdraft
Maximum Amount or (ii) the aggregate principal amount of L/C Obligations,
Revolving Credit Loans and Overdraft Advances then outstanding would exceed
the Revolving Credit Commitments at such time. Overdraft Advances hereunder
may be repaid in accordance with subsection 2.9 and, through but excluding
the Revolving Credit Termination Date and at the discretion of the Overdraft
Lender, reborrowed and shall be repayable as provided in subsections
2.6(a)(ii) and 2.10(d). The proceeds of each Overdraft Advance made
available by the Overdraft Lender to the Borrower shall be made by crediting
the designated primary operating account of the Borrower maintained with the
Overdraft Lender with such proceeds. The proceeds of the Overdraft Advances
shall be used solely to cover overdrafts in such primary operating account.

(b) Interest on outstanding Overdraft Advances shall be payable in
accordance with subsection 2.13.

(c) Overdraft Advances may not be made as, or converted into,
Eurodollar Loans, anything to the contrary herein notwithstanding.

SECTION 4. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders (including the
Overdraft Lender) to enter into this Agreement and to make the Loans and
issue or participate in the Letters of Credit, the Borrower hereby represents
and warrants to the Administrative Agent and each Lender that:

4.1 Financial Condition. (a) The consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as at December 31, 1996 and
December 31, 1995 and the related consolidated earnings statement and
statement of cash flows for the fiscal years ended on such dates, reported on
by Xxxxxx Xxxxxxxx, copies of which have heretofore been furnished to each
Lender, are complete and correct in all material respects and present fairly
the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates. The unaudited consolidated balance sheets of
the Borrower and its consolidated Subsidiaries as at March 31, 1997 and the
related unaudited consolidated earnings statement and statement of cash flows
for the three-month period ended on such date, certified by the chief
financial officer of the General Partner, copies of which have heretofore
been furnished to each Lender, are complete and correct in all material
respects and present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved
by such accountants or such chief financial officer of the General

Partner, as the case may be, and as disclosed therein). Neither the Borrower
nor any of its consolidated Subsidiaries had, at the date of the most recent
balance sheet referred to above, any material Contingent Obligations, or
liability for taxes, or any material long-term lease or unusual forward or
long-term commitment, including any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or
in the notes thereto. Except in connection with the Partnership Transaction,
during the period from March 31, 1997 to and including the date hereof there
has been no sale, transfer or other disposition by the Borrower or any of its
consolidated Subsidiaries of any material part of its business or property
and no purchase or other acquisition of any business or property (including
any capital stock of any other Person) material in relation to the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries at March 31, 1997.

(b) The pro forma consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at March 31, 1997, certified by the chief
financial officer of the General Partner, copies of which have been
heretofore furnished to each Lender, adjusted to give effect to the
Transaction and the financings contemplated by this Agreement and the other
Credit Documents as if such events had occurred on such date, were prepared
based on good faith assumptions and on the best information reasonably
available to the Borrower as of the date of delivery thereof and fairly
presents in all material respects on a pro forma basis the consolidated
financial position of the Borrower and its consolidated Subsidiaries as at
March 31, 1997, as adjusted, as described above, assuming such events had
occurred at such date.

4.2 No Change. Since December 31, 1996, there has been no event,
development or circumstance that has had or will with the passage of time
have a Material Adverse Effect.

4.3 Status. Each of the Borrower and its Subsidiaries (i) is a
duly organized and validly existing partnership, corporation or other entity,
as the case may be, in good standing (in the case of a corporation) under the
laws of the jurisdiction of its incorporation, organization or formation and
has the partnership, corporate or similar power and authority, as the case
may be, to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (ii) has duly qualified
and is authorized to do business and is in good standing in all jurisdictions
where it is required to be so qualified and where the failure to be so
qualified has had or with the passage of time is reasonably likely to have a
Material Adverse Effect.

4.4 Power and Authority. Each Credit Party has the partnership or
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary partnership, corporate or similar action, as the case may be, to
authorize the execution, delivery and performance of the Credit Documents to
which it is a party. Each Credit Party has duly executed and delivered each
Credit Document to which it is a party, and each such Credit Document
constitutes such Credit Party's legal, valid and binding obligation
enforceable in accordance with its terms, except as may be affected by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium

and similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).

4.5 No Violation. Neither the execution, delivery and performance
by any Credit Party of the Credit Documents to which it is a party nor
compliance with the terms and provisions thereof, nor the consummation of the
transactions contemplated therein, will violate any Requirement of Law or any
Contractual Obligation of the Borrower or any of its Subsidiaries, or (other
than pursuant to the Security Documents or any Application or Letter of
Credit) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of any Credit Party
pursuant to any such Requirement of Law or Contractual Obligation.

4.6 Litigation. Except as set forth on Schedule 4.6, there are no
actions, suits or proceedings pending or, to the best of the Borrower's
knowledge, threatened with respect to the Borrower or any of its Subsidiaries
(i) that could reasonably be expected to have a material adverse effect on
the rights or remedies of the Lenders under the Credit Documents or on the
ability of any Credit Party to perform is obligations to them thereunder or
(ii) that has had or with the passage of time is reasonably likely to have a
Material Adverse Effect.

4.7 Use of Proceeds; Margin Regulations. (a) The proceeds of all
Loans and Letters of Credit shall be utilized (i) to finance, in part, the
Transaction, including the payment in full of all amounts then owing under
the Existing Agreement, (ii) to pay certain fees and expenses in connection
with the Transaction and (iii) for the general corporate purposes and working
capital of the Borrower and its Subsidiaries.

(b) Neither the making of any Loan or the issuance of any Letter
of Credit hereunder, nor the use of the proceeds thereof, will violate or be
inconsistent with the provisions of Regulation G, T, U or X of the Board and
no part of the proceeds of any Loan or any Letter of Credit will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

4.8 Governmental Approvals. Except as set forth on Schedule 4.8 or
as provided in subsection 4.13, no order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with,
or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, or any industry governing body, is
required to authorize or is required in connection with (i) the execution,
delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any Credit Document.

4.9 Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of
1940, as amended.

4.10 Public Utility Holding Company Act. Neither the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

4.11 True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower or any of its Subsidiaries in writing to the Administrative Agent or
any Lender for purposes of or in connection with this Agreement or any
transaction contemplated herein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of any such Person in
writing to any Lender will be, true and accurate in all material respects on
the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided. The projections and
pro forma financial information contained in such materials are based on good
faith estimates and assumptions believed by such Persons to be reasonable at
the time made, it being recognized by the Lenders that such projections as to
future events are not to be viewed as facts and that actual results during
the period or periods covered by any such projections may differ from the
projected results. As of the Effective Date, there is no fact known to the
Borrower which has had or with the passage of time is reasonably likely to
have a Material Adverse Effect, which has not theretofore been disclosed to
the Lenders.

4.12 Financial Condition. On a pro forma basis after giving effect
to the Transaction, including the incurrence of all Indebtedness and
obligations being incurred in connection herewith and therewith, and all
Liens created, and to be created, by each Credit Party in connection herewith
and therewith each Credit Party will be Solvent.

4.13 Security Interests. Each of the Security Documents creates,
as security for the Obligations purported to be secured thereby, a valid and
enforceable perfected Lien on all of the Collateral subject thereto, superior
to and prior to the rights of all third Persons and subject to no other Liens
(other than the Liens permitted pursuant to subsection 7.3), in favor of the
Administrative Agent for the benefit of the Lenders (including the Overdraft
Lender). No filings or recordings are required in order to perfect the
security interests created under any Security Document except for (i) filings
or recordings which shall have been made upon or prior to (or are the subject
of arrangements, satisfactory to the Administrative Agent, for filing on or
promptly after the date of) the execution and delivery thereof and (ii) with
respect to certain security interests, the timely filing of continuation
statements.

4.14 Representations and Warranties in Partnership Interest
Transfer Agreement and SportsChannel Contribution Agreement. All
representations and warranties of the parties to the Partnership Interest
Transfer Agreement (other than ITT, ITT Eden or ITT MSG) and the
SportsChannel Contribution Agreement (other than ITT MSG and ITT Eden) were
true and correct as of the time such representations and warranties were made
and shall be true and correct as of the Initial Borrowing Date as if such
representations and warranties were made on and as of

such date, unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date and all representations and warranties of ITT, ITT Eden and ITT
MSG in such agreements were, to the best knowledge of the Borrower, true and
correct as of the dates set forth above, except, in each case, to the extent
the failure of such representations and warranties to be true and correct
would not constitute a Material Adverse Effect or otherwise adversely impact
the Contribution.

4.15 Consummation of the Partnership Transaction. As of the
Initial Borrowing Date, there does not exist any judgment, order, or
injunction prohibiting the consummation of the Partnership Transaction or the
Contribution or the making of Loans or the issuance of the Letters of Credit
or the performance by any Credit Party of their respective obligations under
the Credit Documents or the performance by any party of its obligations under
the Partnership Interest Transfer Agreement or the SportsChannel Contribution
Agreement or any document executed and delivered in connection herewith or
therewith.

4.16 Tax Returns and Payments. Each of the Borrower and each of
its Subsidiaries has filed all federal income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and
has paid all material taxes and assessments payable by it which have become
due, other than those not yet delinquent and except for those contested in
good faith or as described on Schedule 4.16. The Borrower and each of its
Subsidiaries have at all times paid, or have provided adequate reserves (in
the good faith judgment of the management of the General Partner) for the
payment of, all federal, state and foreign income taxes applicable for all
prior fiscal years and for the current fiscal year to date.

4.17 Compliance with ERISA. Each Plan is in substantial compliance
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan within the five-year period ended on the date this representation is
made or deemed made; no Multiemployer Plan is Insolvent or in Reorganization;
no Single Employer Plan has an Unfunded Current Liability in excess of
$5,000,000; no Single Employer Plan has an accumulated or waived funding
deficiency, has permitted decreases in its funding standard account or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; all contributions required to be made with respect
to a Plan have been timely made; neither the Borrower, nor any Subsidiary nor
any ERISA Affiliate has incurred any material liability to or on account of a
Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the
Code or reasonably expects to incur any liability (including any indirect,
contingent or secondary liability) under any of the foregoing Sections with
respect to any Plan; no proceedings have been instituted to terminate or
appoint a trustee to administer any Plan; no condition exists which presents
a material risk to the Borrower or any Subsidiary or any ERISA Affiliate of
incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; no lien imposed under the Code or ERISA on
the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists or
is reasonably likely to arise on account of any Plan; and except as otherwise
set forth in Schedule 4.17, the Borrower and its Subsidiaries do not maintain
or contribute to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) which

provides benefits to retired employees (other than as required by Section 601
of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of
ERISA other than a Plan), except to the extent that all events described in
the preceding clauses of this subsection 4.17 and then in existence have not
had or with the passage of time are not reasonably likely to have,
individually and/or in the aggregate, a Material Adverse Effect. With
respect to Plans that are Multiemployer Plans the representations and
warranties in this subsection 4.17 are made to the best knowledge of the
Borrower.

4.18 Subsidiaries. On the Initial Borrowing Date, the partnerships
and/or corporations listed on Schedule 4.18 are the only Subsidiaries of the
Borrower. Schedule 4.18 correctly sets forth the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock or
partnership interest of each of its Subsidiaries (except for changes thereto
subsequent to the Initial Borrowing Date permitted by subsection 7.4 or 7.5)
and also identifies the direct owner thereof.

4.19 Intellectual Property. The Borrower and each of its
Subsidiaries have obtained all patents, trademarks, permits, service marks,
trade names, technology, know-how, copyrights, licenses and other rights (the
"Intellectual Property"), free from burdensome restrictions, that are
necessary for the operation of their businesses taken as a whole as presently
conducted and as proposed to be conducted. No claim has been asserted and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity of any Intellectual Property, nor does the Borrower
know of any valid basis for any such claim and the use of such Intellectual
Property by the Borrower and its Subsidiaries does not infringe on the rights
of any Person, except in each case as has not had and is not reasonably
likely to have a Material Adverse Effect.

4.20 Pollution and Other Regulations. (a) Each of the Borrower
and its Subsidiaries is in compliance with all applicable Environmental Laws
governing its business, and neither the Borrower nor any of its Subsidiaries
is liable for any penalties, fines or forfeitures for failure to comply with
any of the foregoing except such noncompliances, penalties, fines or
forfeitures that have not had or with the passage of time are not reasonably
likely to have a Material Adverse Effect. All licenses, permits,
registrations or approvals required for the business of the Borrower and each
of its Subsidiaries under any Environmental Law have been secured and the
Borrower and each of its Subsidiaries is in substantial compliance therewith,
except such licenses, permits, registrations or approvals the failure to
secure or to comply therewith has not had or with the passage of time are not
reasonably likely to have a Material Adverse Effect. Neither the Borrower
nor any of its Subsidiaries is in any respect in noncompliance with, breach
of or default under any applicable writ, order, judgment, injunction, or
decree to which the Borrower or such Subsidiary is a party or which would
affect the ability of the Borrower or such Subsidiary to operate any real
property and no event has occurred and is continuing which, with the passage
of time or the giving of notice or both, would constitute noncompliance,
breach of or default thereunder, except in each such case, such
noncompliances, breaches or defaults as have not had or with the passage of
time are not reasonably likely to have, in the aggregate, a Material Adverse
Effect. There are no Environmental Claims pending or, to

the best knowledge of the Borrower, threatened, which (a) question the
validity, term or entitlement of the Borrower or any of its Subsidiaries for
any permit, license, order or registration required for the operation of any
facility which the Borrower or any of its Subsidiaries currently operates and
(b) wherein an unfavorable decision, ruling or finding would be reasonably
likely to have a Material Adverse Effect. There are no facts, circumstances,
conditions or occurrences on any Real Property or, to the knowledge of the
Borrower, on any property adjacent to any such Real Property that could
reasonably be expected (i) to form the basis of an Environmental Claim
against the Borrower, any of its Subsidiaries or any Real Property of the
Borrower or any of its Subsidiaries, or (ii) to cause such Real Property to
be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually
or in the aggregate have not had or with the passage of time are not
reasonably likely to have a Material Adverse Effect.

(b) Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Real Property of
the Borrower or any of its Subsidiaries or (ii) released on any Real
Property, in each case where such occurrence or event individually or in the
aggregate has not had or with the passage of time is not reasonably likely to
have a Material Adverse Effect.

4.21 Properties. The Borrower and each of its Subsidiaries have
good and marketable title to all properties owned by them, including all
property reflected in the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as referred to in subsection 4.1(b), free and clear
of all Liens, other than (i) as referred to in such consolidated balance
sheet or in the notes thereto or (ii) otherwise permitted by subsection 7.3.
Schedule 4.21 contains a true and complete list of each Real Property owned
or leased by the Borrower or any of its Subsidiaries on the Effective Date
and the type of interest therein held by the Borrower or the respective
Subsidiary.

4.22 Collective Bargaining Agreements; Labor Relations. (a) Set
forth in Part A on Schedule 4.22 is a list of all collective bargaining
agreements between or applicable to the Borrower or any of its Subsidiaries
and any union, labor organization or other bargaining agent in respect of the
employees of the Borrower or such Subsidiary on the Initial Borrowing Date
(collectively, the "Collective Bargaining Agreements").

(b) Neither the Borrower nor any of its Subsidiaries is engaged in
any unfair labor practice that has had or will with the passage of time have
a Material Adverse Effect. Except as described in Part B on Schedule 4.22,
there is (i) no unfair labor practice complaint pending against the Borrower
or any of its Subsidiaries or, to the best knowledge of the Borrower,
threatened against any of them, before the National Labor Relations Board,
and no grievance or arbitration proceeding arising out of or under any
Collective Bargaining Agreement is so pending against any of them or, to the
best knowledge of the Borrower, threatened against any of them, (ii) no
strike, labor dispute, slowdown or stoppage pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them

and (iii) no union representation question existing with respect to the
employees of the Borrower or any of its Subsidiaries and no union organizing
activities are taking place, except with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate,
such as have not had or with the passage of time are not reasonably likely to
have a Material Adverse Effect.

4.23 Existing Indebtedness. Schedule 4.23 sets forth a true and
complete list of all Indebtedness (other than Indebtedness of the type
referred to in subsection 7.2(g)) of the Borrower and each of its
Subsidiaries as of the Initial Borrowing Date (after giving pro forma effect
to the Transactions) and which is to remain outstanding (excluding the Loans
and the Subsidiary Guaranty, "Existing Indebtedness"), in each case showing
the aggregate principal amount thereof and the name of the respective
borrower (or issuer) and any other entity which directly or indirectly
guaranteed such debt.

4.24 Compliance with Requirements of Law and Contractual
Obligations . Each of the Borrower and its Subsidiaries is in compliance with
all Requirements of Law and Contractual Obligations, except such
non-compliance as has not had or with the passage of time is not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect.

4.25 No Default. No Default or Event of Default has occurred and
is continuing.

4.26 NBA and NHL Qualification and Compliance. Neither the
Borrower nor any of its Subsidiaries has knowledge of any fact which would,
under rules, regulations and practices as then in effect of the NBA and the
NHL, disqualify the Borrower and/or its respective Wholly Owned Subsidiaries
as an owner and/or operator of the New York Knickerbockers Basketball Club or
the New York Rangers Hockey Club, and the Borrower and its Subsidiaries will
not take any action which such Person knows or has reason to know would cause
such disqualification. The Borrower and each of its Subsidiaries is in
compliance with all applicable rules, directives and qualifications of the
NBA and the NHL.

SECTION 5. Conditions Precedent.

5.1 Conditions to Initial Extensions of Credit. The agreement of
each Lender (including the Overdraft Lender) to make the initial extension of
credit to the Borrower requested to be made by it is subject to the
satisfaction, prior to or concurrently with the making of such extension of
credit on the Initial Borrowing Date, of the following conditions precedent
on or before August 31, 1997:

(a) Credit Agreement. The Administrative Agent shall have received
this Agreement, executed and delivered by a Responsible Officer.

(b) Officer's Certificate. The Administrative Agent shall have
received a certificate dated such date signed by the President or any Vice
President of the General Partner

substantially in the form of Exhibit C, as to the satisfaction by the
Borrower of certain conditions contained in this subsection 5.1.

(c) Opinions of Counsel. The Administrative Agent shall have
received opinions, addressed to the Administrative Agent and each of the
Lenders, from (i) Xxxxxxxx & Xxxxxxxx, special counsel to the Borrower, which
opinion shall be in form and substance satisfactory to the Administrative
Agent, (ii) Xxxxxxx Xxxxx, Executive Vice President, Business Affairs, and
General Counsel to the Borrower, and (iii) counsel rendering such opinions,
reliance letters addressed to the Administrative Agent and each of the
Lenders with respect to all legal opinions delivered in connection with the
Partnership Transactions, each of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

(d) Proceedings. (i) The Administrative Agent shall have received
from each Credit Party a certificate, dated the Initial Borrowing Date,
signed by the Secretary of each such Credit Party or, in the case of any
Credit Party that is a partnership, the Secretary of a general partner of
such Credit Party, in the form of Exhibit D with appropriate insertions and
deletions, together with copies of the Limited Partnership Agreement, the
partnership agreement, certificate of incorporation, the by-laws, or other
organizational documents of each such Credit Party and the resolutions, or
such other approval, of each such Credit Party referred to in such
certificate, and all of the foregoing (including the Limited Partnership
Agreement) shall be reasonably satisfactory to the Administrative Agent.

(ii) All partnership, corporate and legal proceedings and all
instruments and agreements in connection with the transactions contemplated
by this Agreement and the other Credit Documents (including the MSG
Mortgage), the Partnership Interest Transfer Agreement and the SportsChannel
Contribution Agreement shall be reasonably satisfactory in form and substance
to the Administrative Agent, and the Administrative Agent shall have received
all information and copies of all certificates, documents and papers,
including good standing certificates and any other records of partnership or
corporate proceedings and governmental approvals, if any, which the
Administrative Agent may have requested in connection therewith, such
documents and papers, where appropriate, to be certified by proper
partnership, corporate or governmental authorities.

(e) Approvals. All material governmental and third party approvals
(including any required approvals from the NBA and NHL and from broadcast
regulatory authorities and in respect of broadcast rights to sporting events)
required to be obtained in connection with the Transaction, the financing
contemplated hereby and by the other Credit Documents and the continuing
operations of the Borrower and its Subsidiaries shall have been obtained and
remain in effect, and all applicable waiting periods shall have expired
without any action being taken by any Governmental Authority which prevents,
or imposes materially adverse conditions upon, the consummation of such
transactions.

(f) Partnership Transaction. The portion of the Partnership
Transaction to be consummated on the Initial Closing (as defined in the
Partnership Interest Transfer Agreement)

shall have been consummated, or shall be consummated simultaneously with the
making of the Term Loans using the proceeds thereof, pursuant to the
Partnership Interest Transfer Agreement and other documentation, in each case
reasonably satisfactory to the Administrative Agent, for an aggregate amount
not to exceed $500,000,000 (subject to customary purchase price adjustments)
and no material provision of such agreement or such other documents shall
have been waived, amended, supplemented or otherwise modified without the
consent of the Administrative Agent.

(g) Subsidiary Guaranty. Each Subsidiary shall have duly
authorized, executed and delivered a guaranty substantially in the form of
Exhibit E (as modified, amended or supplemented from time to time in
accordance with the terms hereof and thereof, the "Subsidiary Guaranty"), and
the Subsidiary Guaranty shall be in full force and effect.

(h) Security Documents. (i) Each Credit Party shall have duly
authorized, executed and delivered a Pledge Agreement substantially in the
form of Exhibit F-1 (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, a "Credit Party Pledge
Agreement"), and shall have delivered to the Administrative Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities, if
any, referred to therein, endorsed in blank or accompanied by executed and
undated stock powers, and the Credit Party Pledge Agreement shall be in full
force and effect.

(ii) On the Initial Borrowing Date, the Borrower shall have duly
authorized, executed and delivered a Pledge Agreement substantially in the
form of Exhibit F-2-A (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, the "NBA Team Pledge
Agreement") and a Pledge Agreement substantially in the form of Exhibit F-2-B
(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "NHL Team Pledge Agreement" and together
with the NBA Team Pledge Agreement, each a "Team Pledge Agreement"), and
shall have delivered to the Administrative Agent, as pledgee thereunder for
the benefit of the Lenders, (x) all of the certificates representing the
Pledged Securities referred to therein, endorsed in blank or accompanied by
executed and undated stock powers and (y) executed copies of Partnership
Notices delivered to each Pledged Entity and executed copies of Partnership
Acknowledgements executed by such Pledged Entity, together with evidence that
such other actions have been taken as may be necessary or, in the opinion of
the Administrative Agent, desirable to perfect the security interests
purported to be created by the respective Team Pledge Agreement (including
evidence that each Pledged Entity has duly recorded the security interest
created by the respective Team Pledge Agreement on the partnership books and
records of such Pledged Entity), and each Team Pledge Agreement shall be in
full force and effect.

(iii) (x) Each Credit Party shall have duly authorized, executed
and delivered a Security Agreement substantially in the form of Exhibit G-1
(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "Credit Party Security Agreement") covering
all of such Credit Party's present and future Security Agreement Collateral
covered thereby and (y) the Borrower shall have duly authorized, executed and
delivered a Security Agreement substantially in the form of Exhibit G-2-A (as
modified,

amended or supplemented from time to time in accordance with the terms
thereof and hereof, the "NBA Team Security Agreement") and a Security
Agreement substantially in the form of Exhibit G-2-B (as modified, amended or
supplemented from time to time in accordance with the terms thereof and
hereof, the "NHL Team Security Agreement" and together with the NBA Team
Security Agreement, each a "Team Security Agreement") covering all of the
Borrower's present and future Security Agreement Collateral covered thereby,
in each case together with:

(A) executed copies of Financing Statements (Form UCC-1) in
appropriate form for filing under the UCC of each jurisdiction as may be
necessary to perfect the security interests purported to be created by the
respective Security Agreement;

(B) the results of reports of a recent date listing all effective
financing statements that name each such Credit Party as debtor and that
are filed in the jurisdictions referred to in clause (A), together with
copies of such financing statements (none of which shall cover the
Security Agreement Collateral except (x) those with respect to which
appropriate termination statements executed by the secured lender
thereunder have been delivered to the Administrative Agent and (y) to the
extent evidencing liens permitted pursuant to subsection 7.3(d));

(C) evidence of the completion, or arrangements satisfactory to the
Administrative Agent for the prompt completion after the Effective Date
(subject to subsection 10.19(b)), of all recordings and filings of, or with
respect to, the respective Security Agreement as may be necessary or, in
the opinion of the Administrative Agent, desirable to perfect the security
interests intended to be created thereunder; and

(D) evidence that all other actions necessary or, in the opinion of
the Administrative Agent, desirable to perfect and protect the security
interests purported to be created by the respective Security Agreement have
been taken.

(iv) The Borrower shall have delivered to the Administrative Agent,
as mortgagee for the benefit of the Lenders, fully executed counterparts of
one or more mortgages substantially in the form of Exhibit H which secure, in
the aggregate, the principal amount of $850,000,000 (not including interest
and fees) (collectively, and including any replacements or substitutes
therefor, the "MSG Mortgage") and any financing statements related thereto
covering the Real Property and building (including fixtures) constituting
Madison Square Garden, and all related Collateral described therein (the "MSG
Mortgaged Property"), which mortgage by its terms may only be recorded at the
time and upon the occurrence of the events described in subsection 10.19.

(v) The Borrower shall have delivered to the Lenders a fully
executed copy of (x) the NBA Financing Consent Letter (as modified, amended
or supplemented from time to time in accordance with the terms thereof and
hereof, the "NBA Financing Consent Letter") concerning the consent of the NBA
with respect to the granting of the security interests by the Borrower
pursuant to the NBA Security Documents and (y) the NHL Financing Consent
Letter

(as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the "NHL Financing Consent Letter" and together
with the NBA Financing Consent Letter, the "Team Financing Consent Letters")
concerning the consent of the NHL with respect to the granting of the
security interests by the Borrower pursuant to the NHL Security Documents,
and all terms of each Team Financing Consent Letter shall be reasonably
satisfactory in form and substance to the Administrative Agent and each of
the Lenders.

(i) Solvency. The Administrative Agent shall have received from
the chief financial officer of the General Partner a certificate, in the form
of Exhibit I, expressing opinions of value and other appropriate information
with respect to the solvency of the Borrower and its Subsidiaries taken as a
whole after giving effect to the Transaction.

(j) Insurance Policies. The Administrative Agent shall have
received evidence of insurance complying with the requirements of subsection
6.5 for the business and properties of the Borrower and its Subsidiaries, in
form and substance reasonably satisfactory to the Administrative Agent and,
with respect to all casualty insurance, naming the Administrative Agent, for
the benefit of the Lenders hereunder, as an additional insured and loss
payee, and the Borrower shall have delivered to the Administrative Agent a
true and complete copy of Schedule 5.1(j) to be attached to this Agreement
containing a description of such insurance.

(k) Fees. The Borrower shall have paid to the Administrative Agent
and the Lenders all fees and expenses agreed upon by such parties to be paid
on or prior to such date.

(l) Asset Appraisal. The Borrower shall have delivered to the
Lenders the summary asset and real property appraisals of the Borrower and
its Subsidiaries prepared by Coopers & Xxxxxxx, dated May 30, 1996.

(m) Financial Statements; Business Plan. The Lenders shall have
received (i) the financial statements referred to in subsection 4.1(a), (ii)
the pro forma balance sheet referred to in subsection 4.1(b) and (iii) a
business plan (including projections) of the Borrower and its Subsidiaries
and a written analysis of the business and prospects of the Borrower and its
Subsidiaries for the period from around the Effective Date through the
Scheduled Revolving Credit Termination Date (the condition of this clause
(iii) being deemed satisfied prior to the date hereof).

(n) Contribution. The Contribution shall have been consummated
pursuant to the SportsChannel Contribution Agreement and other documentation,
in each case, reasonably satisfactory to the Administrative Agent and no
material provision of such agreement or such other documents shall have been
waived, amended, supplemented or otherwise modified without the consent of
the Administrative Agent.

5.2 Conditions to Each Extension of Credit. The agreement of each
Lender (including the Overdraft Lender) to make any extension of credit
(including the initial extension of credit) to the Borrower requested to be
made by it on any date is subject to the satisfaction that

on and as of such date (a) no Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date and (b) all representations and
warranties contained herein or in the other Credit Documents in effect at
such time shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as
of the date of the making of such extension of credit, except to the extent
that such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties shall be true and correct
in all material respects as of such earlier date.

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender (including the Overdraft Lender) or the
Administrative Agent hereunder, the Borrower shall and (except in the case of
the delivery of financial information, reports and notices or as otherwise
provided) shall cause each of its Subsidiaries to:

6.1 Financial Statements. Furnish to each Lender:

(a) as soon as available, but in any event within 90 days after the
close of each fiscal year of the Borrower, the consolidated balance sheets
of the Borrower and its consolidated Subsidiaries as at the end of such
fiscal year and the related consolidated earnings statement and statement
of cash flows for such fiscal year, in each case setting forth comparative
consolidated figures for the preceding fiscal year, and examined by Xxxxxx
Xxxxxxxx or such other independent certified public accountants of
recognized national standing as shall be acceptable to the Administrative
Agent, whose opinion shall not be qualified as to the scope of audit or as
to the status of the Borrower or any of its Subsidiaries as a "going
concern", together with a certificate of such accounting firm stating that
in the course of its regular audit of the business of the Borrower, which
audit was conducted in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge of any Default or
Event of Default which has occurred and is continuing or, if in the opinion
of such accounting firm such a Default or Event of Default has occurred and
is continuing, a statement as to the nature thereof;

(b) as soon as available, but in any event within 60 days after the
close of each of the first three quarterly accounting periods of each
fiscal year of the Borrower, the consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at the end of such quarterly period
and the related consolidated earnings statement and statement of cash flows
for such quarterly period and for the elapsed portion of the fiscal year
ended with the last day of such quarterly period, and in each case setting
forth comparative consolidated figures for the related periods in the prior
fiscal year, all of which shall be certified by the chief financial officer
of the General Partner as being stated fairly in all

material respects, subject to changes resulting from audit and normal
year-end audit adjustments;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and with
prior periods (except as approved by such accountants or officer, as the case
may be, and disclosed therein).

6.2 Certificates; Other Information. Furnish to each Lender
(except in the case of subsection 6.2(g), in which case the information must
be furnished only to the requesting Lender):

(a) concurrently with the delivery of financial statements pursuant
to subsections 6.1(a) and (b), a certificate of the chief financial officer
of the General Partner stating that, to the best of such officer's
knowledge, each Credit Party during such period has observed or performed
all of its covenants and other agreements, and satisfied every condition,
contained in this Agreement and the other Credit Documents to which it is a
party to be observed, performed or satisfied by it in all material
respects, and that such officer has obtained no knowledge of any Default or
Event of Default except as specified in such certificate and such
certificate shall set forth the calculations required to establish whether
the General Partner and its Subsidiaries were in compliance with the
provisions of subsection 7.1 and 7.8 (at the end of such fiscal period or
year, as the case may be);

(b) as soon as available, and in any event not later than 60 days
after the commencement of each fiscal year of the Borrower, (i) a budget of
the Borrower and its Subsidiaries in reasonable detail for each of the
twelve months of such fiscal year (collectively, the "Projections"), which
Projections shall in each case be accompanied by a certificate of the chief
financial officer of the General Partner stating that such Projections are
based upon good faith estimates and assumptions believed by management of
the General Partner to be reasonable at the time made, it being recognized
by the Lenders that such financial information as it relates to future
events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount;

(c) concurrently with the delivery of the financial statements
referred to in subsections 6.1(a) and (b), a comparison of the financial
results of the current year to the date of such financial statements
against the budget theretofore submitted pursuant to clause (b) above;

(d) within five days after the same are sent, copies, if any, of all
financial statements and reports which the Borrower sends to the holders of
any class of its debt securities or public equity securities and within
five days after the same are filed, copies of all financial statements and
reports which the Borrower may make to, or file with, the

Securities and Exchange Commission or any successor or analogous
Governmental Authority;

(e) upon receipt thereof and in any event by December 31, 1997, an
updated asset and real property appraisal of the Borrower and its
Subsidiaries prepared by Coopers & Xxxxxxx;

(f) no later than 20 days after the date such notice has been
received by the Borrower or such Subsidiary or ERISA Affiliate from the
Department of Labor, the PBGC or the Internal Revenue Service, any material
notices received by the Borrower or any Subsidiary or ERISA Affiliate with
respect to a Plan; and

(g) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have
been provided on the books of the Borrower or its Subsidiaries, as the case
may be.

6.4 Conduct of Business and Maintenance of Existence. (a)(i)
Continue to engage in business of the same general type as now conducted by
it (it being understood that for purposes of this clause (i) the Borrower and
its Subsidiaries shall be considered as a whole), (ii) subject to subsection
7.4, preserve, renew and keep in full force and effect its partnership,
corporate or similar existence and (iii) take all reasonable action to
maintain all rights, privileges, licenses and franchises necessary or
desirable in the normal conduct of its business, except, in the case of
clause (iii) above, to the extent that failure to do so would not reasonably
be likely to have a Material Adverse Effect; and (b) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

6.5 Maintenance of Property; Insurance. (a) Keep all property
useful and necessary in its business in good working order and condition,
normal wear and tear excepted and (b) at all times maintain with financially
sound and reputable insurance companies insurance on all its property in such
amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice,
provided that in no event will any such deductible or self-insured retention
in respect of liability claims or in respect of casualty damage, exceed, in
each such case, the amount set forth in the MSG Mortgage. At any time that
insurance at the levels described in Schedule 5.1(j) is not being maintained
by the Borrower and its Subsidiaries, the Borrower will notify the Lenders in
writing thereof and, if thereafter notified by the Administrative Agent to do
so, the Borrower will, and will cause its Subsidiaries to, obtain insurance
at such levels at least equal to those set forth in Schedule 5.1(j) to the
extent then generally available (but in any event within the deductible or
self-insured

retention limitations set forth in the preceding sentence) or otherwise as
are reasonably acceptable to the Administrative Agent and the Required
Lenders. The Borrower will, and will cause each of its Subsidiaries to,
furnish on the Initial Borrowing Date and, thereafter, upon the
Administrative Agent's reasonable request (in no event more frequently than
annually), to the Administrative Agent a summary of the insurance carried
together with certificates of insurance and other evidence of such insurance,
if any, naming the Administrative Agent, for the benefit of the Lenders
hereunder, as an additional insured and/or loss payee.

6.6 Inspection of Property; Books and Records; Discussions. (a)
Keep proper books of records and accounts in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities and
(b) permit, upon reasonable advance notice to the Borrower, officers and
designated representatives of the Administrative Agent or the Required
Lenders to visit and inspect any of the property or assets of the Borrower or
any of its Subsidiaries in whomsoever's possession (other than the NBA and
the NHL, in which case the Borrower shall use its best efforts to obtain the
approval of such organization to allow the Administrative Agent or such
Lenders to conduct such visit and inspection), and to examine and, if
reasonably requested, make copies of the contracts, books of account and
records of the Borrower or any of its Subsidiaries and to discuss and the
affairs, finances and accounts of the Borrower or any its Subsidiaries with,
and be advised as to the same by, its and their officers, employees and
independent accountants, all at such reasonable times and intervals and to
such reasonable extent as the Administrative Agent or the Required Lenders
may desire.

6.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time involving the
Borrower or any of its Subsidiaries and which has a reasonable likelihood
of being adversely determined, which in either case, if not cured or if
adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Borrower or any of its
Subsidiaries in which the amount involved is $10,000,000 or more and not
covered by insurance or in which injunctive or similar relief is sought;

(d) the following events, as soon as possible and in any event within
20 days after the Borrower knows or has reason to know thereof, together
with a certificate of the chief financial officer of the General Partner
setting forth details as to such occurrence and such action, if any, which
the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be
given to

or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the
PBGC, a Plan participant (other than notices relating to an individual
participant's benefits) or the Plan administrator with respect thereto:
that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application is reasonable likely to be
or has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under
Section 412 of the Code with respect to a Plan; that a Plan has been or is
reasonably likely to be terminated, reorganized, partitioned or declared
insolvent under Title IV of ERISA; that a Plan has an Unfunded Current
Liability and there is a failure to make a required contribution with
respect to such Plan, which gives rise to a Lien under ERISA or the Code;
that proceedings are reasonably likely to be or have been instituted to
terminate or appoint a trustee to administer a Plan which has an Unfunded
Current Liability; that a proceeding has been instituted pursuant to
Section 515 of ERISA to collect a delinquent contribution to a Plan; that
the Borrower, any Subsidiary or any ERISA Affiliate has or may reasonably
be expected to incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code
or Section 409, 502(i) or 502(1) of ERISA or that the Borrower or any
Subsidiary may incur any additional material liability pursuant to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or any employee pension benefit
plan (as defined in Section 3(2) of ERISA other than a Plan) as a result of
an amendment of any such plan or the establishment of any such plan. Upon
request of a Lender, the Borrower will deliver to such Lender a complete
copy of the annual report (Form 5500) of each Plan required to be filed
with the Internal Revenue Service. Notwithstanding the foregoing, no
certificate or notice described in the first sentence of this subsection
6.7(d) or notice described in Section 6.2(f) shall be required to be
provided unless the event or events to which such certificate or notice
relate could, individually or in the aggregate, be expected to result in a
liability to the Borrower or any Subsidiary in excess of $5,000,000.

(e) (i) any past, pending or threatened Environmental Claim affecting
the Borrower or any of its Subsidiaries or the MSG Mortgaged Property of
the type described, and subject to the qualifications set forth, in
subsection 4.20, (ii) any past condition or occurrence on the MSG Mortgaged
Property that (a) results in material noncompliance by the Borrower or any
of its Subsidiaries with any applicable Environmental Law or (b) could
reasonably be anticipated to form the basis of an Environmental Claim
affecting the Borrower or any of its Subsidiaries or the MSG Mortgaged
Property unless such Environmental Claim would not be reasonably likely to,
individually or when aggregated with all other such Environmental Claims,
have a Material Adverse Effect, (iii) any condition or occurrence on the
MSG Mortgaged Property or any property adjoining the MSG Mortgaged Property
that could reasonably be anticipated to cause the MSG Mortgaged Property to
be subject to any restrictions on

the ownership, occupancy, use or transferability of such MSG Mortgaged
Property under any Environmental Law or (iv) the actual or anticipated
taking of any material removal or remedial action in response to the actual
or alleged presence of any Hazardous Material on the MSG Mortgaged
Property; and

(f) any other development or event which has had or with the passage
of time is reasonably likely to have a Material Adverse Effect.

Each notice pursuant to this subsection 6.7 shall be accompanied by a
statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower or the relevant
Subsidiary proposes to take with respect thereto.

6.8 Environmental Laws. (a) Except as could not reasonably be
expected to have a Material Adverse Effect, comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply with and maintain, and ensure that
all tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

(b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and in a timely fashion comply in all material respects
with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws, except to the extent that the same are being
contested in good faith by appropriate proceedings and the pendency of such
proceedings could not be reasonably expected to have a Material Adverse
Effect.

6.9 Interest Rate Protection. In the case of the Borrower, within
90 days after the Effective Date, enter into and maintain in effect Interest
Rate Protection Agreements to the extent necessary to provide that (i) at
least 25% of the aggregate principal amount of the Term Loans is subject to a
fixed interest rate for a period of not less than three years, (ii) an
additional 12.5% of the aggregate principal amount of the Term Loans is
subject to a fixed interest rate for a period of not less than two years and
(iii) an additional 12.5% of the aggregate principal amount of the Term Loans
is subject to a fixed interest rate for a period of not less than one year,
which Interest Rate Protection Agreements, in each case, shall be in form and
substance reasonably satisfactory to the Administrative Agent.

6.10 Additional Collateral. (a) With respect to any assets
acquired after the Effective Date by the Borrower or any of its Subsidiaries
or previously encumbered assets of the Borrower or any of its Subsidiaries
which become unencumbered (other than any assets described in paragraph (b)
of this subsection), promptly (and in any event within 10 days after the
acquisition thereof or after any such asset becoming unencumbered): (i)
execute and deliver to the Administrative Agent such amendments to the
relevant Security Documents or such other documents, if any, as the
Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on such assets,
(ii) take all actions, if

any, necessary or advisable to cause such Lien to be duly perfected in
accordance with all applicable Requirements of Law, including the filing of
financing statements in such jurisdictions as may be requested by the
Administrative Agent, and (iii) if requested by the Administrative Agent,
deliver to the Administrative Agent legal opinions relating to the matters
described in clauses (i) and (ii) immediately preceding, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

(b) With respect to any Capital Stock acquired after the date
hereof by the Borrower or any of its Subsidiaries (other than, prior to and
for so long as the Garden Programming Loan Agreement is in effect, Garden
Programming), promptly: (i) execute and deliver to the Administrative Agent,
for the benefit of the Lenders, such amendments to the relevant Pledge
Agreement or such other documents, if any, as the Administrative Agent shall
deem necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a Lien on such Capital Stock which is owned by the
Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent
(A) the certificates, if any, representing such Capital Stock, together with
undated stock powers executed and delivered in blank by an authorized officer
of the General Partner or such Subsidiary, as the case may be, or (B) if such
Capital Stock is issued by or in respect of a partnership or limited
liability company, a transaction statement confirming that such issuer has
registered the pledge of its Capital Stock on its books, (iii) if the Capital
Stock is issued or acquired by a Subsidiary of the Borrower acquired or
created after the Effective Date (this provision creating no implication that
the Borrower is permitted to create or acquire such Subsidiary), cause such
new Subsidiary (A) to become a party to the Subsidiary Guaranty, in each case
pursuant to documentation which is in form and substance satisfactory to the
Administrative Agent, and (B) to take all actions necessary or advisable to
create a duly perfected Lien in such Capital Stock and all assets of such
Subsidiary in accordance with all applicable Requirements of Law, including
entering into a Credit Party Pledge Agreement and a Credit Party Security
Agreement and the filing of financing statements in such jurisdictions as may
be requested by the Administrative Agent and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in clauses (i), (ii) and (iii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.

(c) Once the loans and all other amounts payable under the Garden
Programming Loan Agreement have been paid in full and the Garden Programming
Loan Agreement is no longer in effect, promptly cause Garden Programming to
become party to the Subsidiary Guaranty, the Credit Party Security Agreement
and the Credit Party Pledge Agreement and upon execution of such documents,
Garden Programming shall be deemed to be a Credit Party for all purposes
under this Agreement and the other Credit Documents.

6.11 Further Assurances. Upon the request of the Administrative
Agent, promptly perform or cause to be performed any and all acts and execute
or cause to be executed any and all documents (including financing statements
and continuation statements) for filing under the provisions of the UCC or
any other Requirement of Law which are necessary or

advisable to maintain in favor of the Administrative Agent, for the benefit
of the Lenders, Liens on the Collateral that are duly perfected in accordance
with all applicable Requirements of Law.

6.12 Payment of Taxes. Pay and discharge all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of the Borrower or any of its
Subsidiaries, provided that neither the Borrower nor any Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith and by proper proceedings if it has maintained
adequate reserves (in the good faith judgment of the management of the
General Partner) with respect thereto in accordance with GAAP.

6.13 Recording of MSG Mortgage. In the case of the Borrower,
promptly upon notice from the Administrative Agent at the time and upon the
occurrence of the events described in subsection 10.19, take such actions as
may be requested by the Administrative Agent to effect the recordation in the
appropriate offices of the MSG Mortgage, including in any event, paying all
recording fees required to be paid in connection therewith.

SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other
amount is owing to any Lender (including the Overdraft Lender) or the
Administrative Agent hereunder, the Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly:

7.1 Financial Condition Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio for any Test Period to exceed the ratio set forth opposite such Test
Period:

Test Period
Ending Ratio
--------------- --------------

September 30, 1997 7.95:1
December 31, 1997 7.95:1

March 31, 1998 7.95:1
June 30, 1998 7.75:1
September 30, 1998 7.25:1

December 31, 1998 6.00:1

March 31, 1999 6.00:1
June 30, 1999 6.00:1
September 30, 1999 6.00:1
December 31, 1999 5.25:1

March 31, 2000 5.25:1
June 30, 2000 5.25:1
September 30, 2000 5.00:1
December 31, 2000 4.50:1

March 31, 2001 4.50:1
June 30, 2001 4.50:1
September 30, 2001 4.50:1
December 31, 2001 and thereafter 4.00:1

(b) Interest Coverage Ratio. At any time, permit the Interest
Coverage Ratio for any Test Period applicable at such time as set forth below
to be less than ratio set forth opposite such Test Period:

Test Period
Ending Ratio
--------------- --------------

September 30, 1997 1.25:1
December 31, 1997 1.25:1

March 31, 1998 1.25:1
June 30, 1998 1.25:1
September 30, 1998 1.50:1
December 31, 1998 1.50:1

March 31, 1999 1.50:1
June 30, 1999 1.75:1
September 30, 1999 1.75:1
December 31, 1999 2.00:1

March 31, 2000 2.25:1
June 30, 2000 2.25:1

September 30, 2000 2.25:1
December 31, 2000 2.50:1

March 31, 2001 2.50:1
June 30, 2001 2.50:1
September 30, 2001 2.50:1
December 31, 2001 2.75:1

March 31, 2002 2.75:1
June 30, 2002 2.75:1
September 30, 2002 2.75:1
December 31, 2002 and thereafter 3.00:1

(c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio at the end of any fiscal year of the Borrower to be less than the ratio
set forth opposite such fiscal year below:

Fiscal Year
Ending Ratio
___________ _____

December 31, 1998 1.10:1
December 31, 1999 and
each December 31 thereafter 1.20:1

; provided that, prior to and for so long as the Garden Programming Loan
Agreement is in effect, debt, income and interest expense of Garden Programming
shall not be considered for purposes of computing compliance with this
subsection 7.1.

7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:

(a) Indebtedness incurred pursuant to this Agreement or the other
Credit Documents;

(b) Indebtedness owing by (i) any Subsidiary to another Subsidiary or
the Borrower or (ii) the Borrower to any Subsidiary;

(c) Capitalized Lease Obligations of the Borrower and/or a
Subsidiary, provided that the aggregate Capitalized Lease Obligations under
all Capital Leases entered into after the Initial Borrowing Date (other
than any Capitalized Lease entered into by the Borrower for a replacement
transponder) shall not exceed $25,000,000;

(d) Existing Indebtedness as listed on Schedule 4.23, without giving
effect to any subsequent extension, renewal or refinancing thereof;

(e) Indebtedness of the Borrower to any Limited Partner or any Wholly
Owned Domestic Subsidiary of Cablevision, provided that such Indebtedness
is subordinated in all respects to the Indebtedness incurred pursuant to
this Agreement and the other Credit Documents and all terms of which
(including interest rates, maturity, covenants, events of default and
subordination provisions) are reasonably satisfactory to the Administrative
Agent;

(f) Indebtedness of the Borrower or any Subsidiary relating to
deferred compensation payments pursuant to contracts with athletes,
coaches, scouts and independent talent contractors (including broadcast
personalities) entered into by the Borrower or such Subsidiary in the
normal course of business within the context of the professional sports
industry;

(g) Indebtedness in respect of (x) performance bonds and bid bonds or
other similar obligations arising in the ordinary course of business, and
any refinancings thereof, (y) letters of credit issued in the ordinary
course of the Borrower's business in support of its obligations in respect
of workers compensation and insurance obligations and (z) appeal or
judgment bonds, provided that the obligations secured by such appeal and/or
judgment bonds do not exceed an aggregate at any one time outstanding of
$15,000,000 for the Borrower and its Subsidiaries, and provided further
that no such bond or similar obligation described in this clause (g) may be
provided to secure the repayment of other Indebtedness;

(h) guarantees made in the ordinary course of its business by the
Borrower of obligations of any Subsidiary, which obligations are otherwise
permitted under this Agreement;

(i) guarantees made in the ordinary course of business by the
Borrower or any of its Subsidiaries in connection with the booking,
promotion and presentation of events of the nature described in subsection
7.9(j); and

(j)Indebtedness of Garden Programming under the Garden Programming
Loan Agreement and refinancings thereof in an aggregate principal amount
not to exceed $20,000,000 at any one time outstanding (it being understood
and agreed that prior to and so long as the Garden Programming Loan
Agreement is in effect and Garden Programming shall not have become party
to the Subsidiary Guaranty and the Credit Party Security Agreement, none of
the foregoing exceptions (a) through (i) of this subsection 7.2 shall apply
to Garden Programming).

7.3 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

(a) Liens for taxes not yet due or Liens for taxes being contested in
good faith and by appropriate proceedings; provided that adequate reserves
with respect thereto are

maintained on the books of the Borrower or its Subsidiaries, as the case
may be, in conformity with GAAP;

(b) carriers', statutory landlord's, warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 60 days
or which are being contested in good faith by appropriate proceedings;

(d) Liens on assets of the Borrower and each Subsidiary existing on
the Effective Date and listed on Schedule 7.3(d), without giving effect to
any subsequent extensions or renewals thereof; provided that such Lien
shall not apply to any other property or asset of the Borrower or any of
its Subsidiaries and such Lien shall secure only those obligations which it
secures on the date hereof;

(e) Liens securing judgements, decrees or attachments not exceeding,
as to the Borrower and all its Subsidiaries taken together, $15,000,000 in
aggregate amount at any one time outstanding;

(f) Liens (other than any Lien imposed by ERISA) incurred or deposits
made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or
to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment for borrowed money), provided, that the aggregate amount of
deposits at any time pursuant to this clause (f) shall not exceed
$10,000,000;

(g) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances disclosed
in Exhibit B to the MSG Mortgage or incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount and which
do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the Borrower or such Subsidiary;

(h) any interest or title of a lessor under any lease permitted by
this Agreement;

(i) Liens created pursuant to Capital Leases permitted pursuant to
subsection 7.2(c);

(j) all building codes and zoning ordinances and other laws,
ordinances, regulations, rules, orders or determinations of any federal,
state, county, municipal or other governmental authority now or hereafter
enacted;

(k) restrictions on the transfer of and the grant of security
interests with respect to the Teams imposed by the NBA, the NHL or any
other comparable governing body with respect to any sports franchise owned
by the Borrower or any of its Subsidiaries (pursuant to the NBA Rules, the
NHL Rules, the constitution of any other association with respect to any
other sports franchise owned by the Borrower or any of its Subsidiaries or
otherwise) so long as such restrictions apply generally to all professional
sports teams which are franchisees or members of the NBA, NHL or such other
association;

(l) deposits made by the Borrower or any of its Subsidiaries with
artists or third party promoters or in connection with the promotion of any
event at a venue as contemplated by subsection 7.9(j), in the ordinary
course of business and consistent with past practices;

(m) the obligations of the Borrower pursuant to the Partnership
Interest Transfer Agreement; and

(n) Liens granted by Garden Programming to the Garden Programming
Lenders pursuant to the Garden Programming Loan Agreement and the documents
executed in connection therewith (it being understood and agreed that prior
to and so long as the Garden Programming Loan Agreement is in effect and
Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, none of the foregoing exceptions
(b) through (m) of this subsection 7.3 shall apply to Garden Programming).

7.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or dispose of all or substantially all
of its property, business or assets, or make any material change in the method
in which the Borrower and its Subsidiaries taken as a whole presently conduct
their business (but giving effect to the Transaction, whether or not the same
shall presently have been consummated), except:

(a) any Subsidiary of the Borrower may be merged or consolidated with
or into, or be liquidated into, the Borrower or any Subsidiary of the
Borrower in which at least 95% of the economic and voting interests are
held directly or indirectly by the Borrower (provided that, in the case of
a merger or consolidation involving the Borrower, the Borrower shall be the
surviving corporation and after giving effect to any of such transactions,
no Default or Event of Default shall exist);

(b) any Subsidiary may sell, lease, transfer or otherwise dispose of
any or all of its property, business or assets (upon voluntary liquidation
or otherwise) to the Borrower or any Subsidiary of the Borrower in which at
least 95% of the economic and voting interests are held directly or
indirectly by the Borrower;

(c) the transactions contemplated by the Aircraft Contribution
Agreement and Section 6.08(b) of the Partnership Interest Transfer
Agreement;

(d) the merger or consolidation of any Person with or into the
Borrower or any of its Subsidiaries in connection with any investment in,
or purchase or acquisition of, Capital Stock, assets or property of another
Person which is otherwise not prohibited by this Agreement; and

(e) any merger or consolidation of any Subsidiary with or into any
Person in connection with (i) any sale of property or assets, or (ii) any
investment in, or purchase or acquisition of, Capital Stock, assets or
property of such other Person which upon the consummation of such merger or
consolidation becomes a Subsidiary of the Borrower, in each case which is
otherwise not prohibited by this Agreement;

provided that none of the foregoing exceptions described in clauses (a) through
(e) shall be applicable to Garden Programming prior to and so long as the Garden
Programming Loan Agreement is in effect.

7.5 Limitation on Purchase or Sale of Assets. Dispose of any of its
property, business or assets (including receivables and leasehold interests),
whether now owned or hereafter acquired, or issue or sell any shares of Capital
Stock of any Subsidiary to any Person or purchase, lease or otherwise acquire
for value all or any part of the property or assets of any Person, except:

(a) the sale or disposition by the Borrower or any of its Subsidiaries
of inventory or obsolete equipment or excess equipment no longer needed in
the conduct of the business in the ordinary course of business;

(b) purchases or other acquisitions by the Borrower or any of its
Subsidiaries of inventory, leases, materials and equipment in the ordinary
course of business;

(c) purchases or redemptions by the Borrower from time to time with
the proceeds of a cash contribution to the Borrower by Cablevision or
Rainbow of all or any part of the remaining partnership interests in the
Borrower held by ITT MSG as of the Effective Date pursuant to the
Partnership Interest Transfer Agreement or the Limited Partnership
Agreement;

(d) the issuance or sale of Capital Stock of a Subsidiary to the
Borrower or to another Subsidiary;

(e) capital expenditures to the extent within the limitations set
forth in subsection 7.8 hereof;

(f) the investments, acquisitions and transfers or dispositions of
properties permitted pursuant to subsection 7.9;

(g) each of the Borrower and its Subsidiaries may lease (as lessee)
real or personal property in the ordinary course of business (so long as
such lease does not create a Capitalized Lease Obligation not otherwise
permitted by subsection 7.2(c)) to the extent within the limitations set
forth in subsection 7.6;

(h) licenses or sublicenses by the Borrower and its Subsidiaries of
software, customer lists, trademarks and other intellectual property in the
ordinary course of business, provided that such licenses or sublicenses
shall not interfere with the business of the Borrower or any Subsidiary or
adversely impact the Lenders hereunder in any material respect;

(i) Signage Sales shall be permitted, so long as any non-cash
consideration received therefrom shall be pledged to the Administrative
Agent, for the benefit of the Lenders, pursuant to the Credit Party Pledge
Agreement;

(j) the Partnership Transaction shall be permitted in accordance with
the terms of the Partnership Interest Transfer Agreement;

(k) the Borrower or any of its Subsidiaries may sell or otherwise
dispose of or purchase or otherwise acquire any contract of an athlete and
execute trades of athletes in the normal course of business within the
context of the professional sports industry;

(l) the Borrower or any of its Subsidiaries may sell or otherwise
dispose for cash at fair market value of the right to broadcast on radio
and television games played by the New York Knickerbockers Basketball Club,
the New York Rangers Hockey Club or any other professional sports team
owned by the Borrower or its Subsidiaries or acquired by the Borrower or
its Subsidiaries in accordance with the terms of subsection 7.15 and the
other provisions of this Agreement (collectively, the "Teams") and any
other event of the type described in subsection 7.9(j);

(m) acquisitions of broadcast rights with respect to any programming
for broadcast on the Madison Square Garden Network or SportsChannel New
York, otherwise in compliance with this Agreement;

(n) the Borrower may license, sublicense or otherwise transfer the
rights to operate concession businesses in Madison Square Garden or the
Theater at Madison Square Garden;

(o) Permitted Acquisitions in accordance with subsection 7.15;

(p) the acquisition and lease by the Borrower or any of its
Subsidiaries of the Aircraft as contemplated by the Aircraft Contribution
Agreement and the Partnership Interest Transfer Agreement;

(q) the disposition by the Borrower of two buildings located at 000
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx and 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, for an aggregate amount of approximately $2.6 million; and

(r) the sale or disposition by Garden Programming of any or all of its
assets in connection with the exercise by the Garden Programming Lenders of
any enforcement rights with respect to the collateral provided by Garden
Programming under the Garden Programming Loan Agreement and the documents
executed in connection therewith (it being understood and agreed that prior
to and so long as the Garden Programming Loan Agreement is in effect and
Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, none of the foregoing exceptions
(a) through (q) of this subsection 7.5 shall apply to Garden Programming).

7.6 Limitation on Leases. Permit the aggregate payments (including
any property taxes paid by the Borrower and its Subsidiaries as additional rent
or lease payments) by the Borrower and its Subsidiaries on a consolidated basis
under agreements in effect as of the Initial Borrowing Date and/or entered into
after the Initial Borrowing Date (including any such agreement that is an
extension, replacement, substitution, or renewal of any agreement entered into
prior to such date) to rent or lease any real or personal property for a term of
three years or longer (including any periods for renewal by the Borrower or its
Subsidiaries at their sole option) (exclusive of Capitalized Lease Obligations)
to exceed $15,000,000, less any amount of payments relating to any Capital Lease
of the Borrower for a replacement transponder, in any fiscal year of the
Borrower.

7.7 Limitation on Dividends. Declare or pay any dividend (other than
dividends payable solely in Capital Stock of the Person making such dividend)
on, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, any Capital Stock of the Borrower or any Subsidiary,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of the Borrower or any Subsidiary (collectively, "Restricted
Payments"), except that:

(a) any Subsidiary of the Borrower may make Restricted Payments to the
Borrower or to another Subsidiary (other than, prior to and so long as the
Garden Programming Loan Agreement is in effect and Garden Programming shall
not have become party to the Subsidiary Guaranty and the Credit Party
Security Agreement, to Garden Programming);

(b) the Borrower may make cash distributions to any Partner pursuant
to the Limited Partnership Agreement solely to enable such Partner to make
tax payments with respect to such Partner's share of the Borrower's income
or gains;

(c) the Borrower may create and make payments to its employees
pursuant to any "phantom" equity incentive plan created in the ordinary
course of business for its employees;

(d) the Partnership Transaction and other payments pursuant to the
Partnership Interest Transfer Agreement shall be permitted in accordance
with the terms of the Partnership Interest Transfer Agreement;

(e) the transaction contemplated by subsection 7.5(c);

(f) for avoidance of doubt, the repayment of any "Partner Loans" (as
defined in the Limited Partnership Agreement) permitted to be made pursuant
to subsection 7.2(e) shall be permitted; and

(g) for avoidance of doubt, the adjustment of the "Profit Percentage"
(as defined in the Limited Partnership Agreement) of ITT MSG (or any Person
substituted for ITT MSG as a limited partner of the Borrower) in connection
with the contribution of the Aircraft to the Borrower or any of its
Subsidiaries as contemplated by the Aircraft Contribution Agreement and the
Limited Partnership Agreement.

7.8 Limitation on Capital Expenditures. (a) Make Consolidated
Capital Expenditures, provided that the Borrower and its Subsidiaries (other
than, prior to and so long as the Garden Programming Loan Agreement is in effect
and Garden Programming shall not have become party to the Subsidiary Guaranty
and the Credit Party Security Agreement, Garden Programming) may make
Consolidated Capital Expenditures during each fiscal year set forth below so
long as the aggregate amount of Consolidated Capital Expenditures made during
such fiscal year does not exceed the amount set forth opposite such fiscal year:

Fiscal Year Ending Amount
__________________ ______

December 31, 1997 $25,000,000
December 31, 1998 25,000,000
December 31, 1999 12,000,000
December 31, 2000 12,000,000
December 31, 2001 10,000,000
December 31, 2002 10,000,000
December 31, 2003 10,000,000
December 31, 2004 10,000,000

(b) Notwithstanding anything to the contrary contained in clause (a)
above, to the extent that Consolidated Capital Expenditures made by the Borrower
and its Subsidiaries during any fiscal year are less than the amount permitted
to be made for such fiscal year pursuant to clause (a) (without taking into
account any increase in the amount permitted during such period as a result of
this clause (b)) the amount of such difference may be carried forward to the
immediately succeeding fiscal year and utilized to make Consolidated Capital
Expenditures in excess of the amount permitted above in such following fiscal
year with any such carried over amounts being deemed to be the last amounts
expended in any year to which they are carried over.

7.9 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets constituting a business unit of, or make any other
investment in, any other Person, except:

(a) investments in cash and Cash Equivalents;

(b) the Borrower and any Subsidiary may acquire and hold receivables
owing to them, if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;

(d) loans and advances (A) to employees (other than sports team
executives, scouts, athletes and coaches) in the ordinary course of
business in an aggregate principal amount not to exceed $250,000 at any
time outstanding and (B) to sports team executives, scouts, athletes and
coaches in the normal course of business within the context of the
professional sports industry;

(e) the Borrower and each Subsidiary may acquire and own investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in
the ordinary course of business;

(f) advances, investments and loans in existence on the Initial
Borrowing Date and listed on Schedule 7.9(f), without giving effect to any
additions thereto or replacements thereof;

(g) investments in the Capital Stock of a Subsidiary;

(h) the Borrower or any of its Subsidiaries may (i) purchase stock,
partnership or other ownership interests in any Person organized under the
sponsorship or promotion of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries and in which the other

franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest or (ii) enter into a joint venture or similar
arrangement which joint venture or similar arrangement is being sponsored
or promoted by the NBA, the NHL or any other comparable governing body with
respect to any sports franchise owned by the Borrower or any of its
Subsidiaries or is a joint venture or similar arrangement in which the
other franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest so long as the purchase of such stock, partnership or
other ownership interests or the investment in such joint venture or
similar arrangement, as the case may be, is in generally the same amounts
or proportions as such other franchisees or members;

(i) investments in any of the NBA Entities or NHL Entities or any of
their respective Subsidiaries or Affiliates so long as the other
franchisees or members of the NBA, the NHL or any other comparable
governing body with respect to any sports franchise owned by the Borrower
or any of its Subsidiaries are generally investing or afforded the
opportunity to invest and such investments are generally in the same
amounts or proportions as such other franchisees or members;

(j) the Borrower or any of its Subsidiaries may enter into joint
venture or other similar arrangements (so long as such person has no
obligations to make capital contributions in excess of $10,000,000 in the
aggregate for all such arrangements at any one time outstanding) with
respect to the booking, promotion and presentation of concerts, family and
variety shows, conventions, sport summer camps and sports and other events
to be staged at Madison Square Garden or the Theater at Madison Square
Garden or at any other arena or similar facility in the United States of
America or Canada;

(k) loans or advances made to the Borrower or any Subsidiary;

(l) advances by the Borrower to performers or artists, in the
ordinary course of business and consistent with past practices, in
connection with anticipated box office receipts relating to performances by
such performers or artists or in connection with the performers' or
artists' minimum guaranty or other amount to which the artists or
performers may be entitled;

(m) advances by the Borrower to third party promoters, in the
ordinary course of business and consistent with past practices, in
connection with anticipated box office receipts relating to performances by
a performer or artist represented or booked by such third party promoter;

73
(n) advances by the Borrower to performers or artists, in the
ordinary course of business and consistent with past practices, in
connection with anticipated proceeds from licensing and merchandising
agreements relating to such performers or artists;

(o) investments in Permitted Acquisitions in accordance with
subsection 7.15;

(p) for avoidance of doubt, the Partnership Transaction and the
transaction contemplated by subsection 7.5(c);

(q) in the event Garden Programming enters into the Garden Programming
Loan Agreement and so long as no Default or Event of Default shall have
occurred and be continuing at such time, investments by the Borrower in
Garden Programming in an aggregate amount not to exceed $20,000,000 plus,
in the event the counterparty to the Garden Programming Accommodation
Arrangements defaults or otherwise would default on its obligations
thereunder, additional investments by the Borrower in Garden Programming to
satisfy the obligations of Garden Programming under the Garden Programming
Loan Agreement (it being understood and agreed that prior to and so long as
the Garden Programming Loan Agreement is in effect and Garden Programming
shall not have become party to the Subsidiary Guaranty and the Credit Party
Security Agreement, none of the foregoing exceptions (a) through (p) of
this subsection 7.9 shall apply to Garden Programming); and

(r) the Garden Programming Accommodation Arrangements.

7.10 Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make or offer to make any optional payment, prepayment,
repurchase or redemption of any Indebtedness (other than the Loans or the loans
under the Garden Programming Loan Agreement or as contemplated by the
Transaction) or (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms of any such Indebtedness other than the loans under the Garden Programming
Loan Agreement (other than or as contemplated by the Transaction or any such
amendment, modification, waiver or other change which (i) would extend the
maturity or reduce the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest thereon and (ii) does
not involve the payment of a consent fee).

7.11 Limitation on Transactions with Affiliates. Enter into any
transaction, including any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate (other than the Borrower or any
Subsidiary (other than, prior to and so long as the Garden Programming Loan
Agreement is in effect and Garden Programming shall not have become party to the
Subsidiary Guaranty and the Credit Party Security Agreement, Garden Programming)
unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of business of the Borrower or such Subsidiary, as the case
may be, and (c) upon fair and reasonable terms no less favorable to the Borrower
or such Subsidiary, as the case may be, than it would obtain in a comparable
arm's length transaction with a Person which is not an

Affiliate; provided that the foregoing restrictions shall not apply to: (i)
employment arrangements entered into in the ordinary course of business with
officers of the Borrower and its Subsidiaries, (ii) customary fees paid to
members of the Board of Directors of the General Partner of the Borrower, (iii)
the Affiliation Agreement, dated June 30, 1989, among Cablevision Systems
Corporation, AR Cable Services, Inc., V Cable Inc. and Cablevision of New York
City Phase I and MSG Network and any renewal and extension thereof upon
comparable terms or upon terms no less favorable to the Borrower, (iv) the
transaction contemplated by subsection 7.5(c), and (v) an aircraft services
and/or lease agreement entered into pursuant to Section 6.08(b) of the
Partnership Interest Transfer Agreement or upon terms no less favorable to the
Borrower.

7.12 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such first Person on the security of such
property or rental obligations of the Borrower or such Subsidiary.

7.13 Limitation on Changes in Fiscal Periods. Permit the fiscal year
of the Borrower or any Subsidiary to end on a day other than December 31 or any
fiscal quarter to end on a day other than March 31, June 30, September 30 and
December 31 of each year.

7.14 Limitation on Negative Pledge Clauses. Enter into with any
Person, or suffer to exist, any agreement, other than (a) this Agreement and the
other Credit Documents, any Application and the Letters of Credit and (b) in the
case of clause (i) below only, any agreements governing any purchase money Liens
or Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), which prohibits or limits the ability of the Borrower or any of its
Subsidiaries (other than, prior to and so long as the Garden Programming Loan
Agreement is in effect, Garden Programming) to (i) create, incur, assume or
suffer to exist any Lien upon any of its property or revenues, whether now owned
or hereafter acquired, or (ii) pay dividends or make other distributions, or pay
any Indebtedness owed, to the Borrower or any of its Subsidiaries.

7.15 Limitation on Lines of Business. (a) Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement
(after giving effect to the consummation of the Contribution and the acquisition
of the Aircraft, whether or not the same shall have occurred at the date hereof)
or which are reasonably related thereto; provided that, so long as no Default or
Event of Default shall have occurred and be continuing, the Borrower shall be
permitted to acquire a sports franchise or other entertainment operation to
utilize the Madison Square Garden and the Theater at Madison Square Garden (a
"Permitted Acquisition") so long as the consideration (cash or otherwise)
payable by the Borrower in connection with any individual Permitted Acquisition
shall not exceed $10,000,000 and the aggregate consideration (cash or otherwise)
payable by the Borrower for all such Permitted Acquisitions shall not exceed
$25,000,000 or (b) notwithstanding any other provision of this Agreement to the
contrary, so

long as the Garden Programming Loan Agreement is in effect and Garden
Programming shall not have become party to the Subsidiary Guaranty and the
Credit Party Security Agreement, permit Garden Programming to engage in any
business, form any Subsidiaries or enter into any agreements or transactions
other than the Garden Programming Accommodation Arrangements, the Garden
Programming Loan Agreement and the other documents executed in connection
therewith and any transactions incidental thereto.

7.16 Amendments, etc. Amend, modify or change in any manner adverse
in any material respect to the interests of the Lenders the Partnership Interest
Transfer Agreement, the Aircraft Contribution Agreement, the SportsChannel
Contribution Agreement, the Letter Agreement, the Limited Partnership Agreement
or any partnership agreement or certificate of incorporation or by-laws of any
Credit Party or any agreement entered into by any Credit Party with respect to
its partnership interests or capital stock.

7.17 Limitation on New Subsidiaries. Other than Garden Programming,
subject to compliance with the other terms and conditions of this Agreement,
create or otherwise acquire after the Effective Date one or more new
Subsidiaries (each, a "New Subsidiary"), unless (i) the Person or Persons owning
such New Subsidiary shall be or have become a party to the Credit Party Pledge
Agreement or, if applicable, a Pledge Agreement substantially similar to a Team
Pledge Agreement, and shall have delivered to the Administrative Agent, as
pledgee thereunder for the benefit of the Lenders, all of the certificates
representing the "Collateral" referred to and as defined therein, (ii) any such
New Subsidiary shall have become a party to the Subsidiary Guaranty and (iii)
any such New Subsidiary shall have become party to the Credit Party Security
Agreement or, if applicable, a Security Agreement substantially similar to a
Team Security Agreement, covering all of such New Subsidiary's present and
future Security Agreement Collateral.

SECTION 8. EVENTS OF DEFAULT

If any of the following events (each, an "Event of Default") shall
occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan or
Reimbursement Obligation when due in accordance with the terms hereof; or
the Borrower shall fail to pay any interest on any Loan or Reimbursement
Obligation, or any other amount payable hereunder or under any other Credit
Document, within five days after any such interest or other amount becomes
due in accordance with the terms hereof; or

(b) Any representation or warranty made or deemed made by any Credit
Party herein or in any other Credit Document or which is contained in any
certificate, document or financial or other statement furnished by it at
any time under or in connection with this Agreement or any such other
Credit Document shall prove to have been inaccurate in any material respect
on or as of the date made or deemed made; or

(c) Any Credit Party shall (i) default in the due performance or
observance by it of any term, covenant or agreement contained in subsection
6.13 or Section 7, or (ii) default in the due performance or observance by
it of any term, covenant or agreement (other than those referred to in
Section 8(a), Section 8(b) or clause (i) of this Section 8(c)) contained in
this Agreement or any other Credit Document (including the MSG Mortgage)
and such default in this clause (ii) shall continue unremedied for a period
of at least 30 days after notice to the defaulting party by the
Administrative Agent or the Required Lenders; or

(d) (i) The Borrower or any of its Subsidiaries shall (A) default in
any payment with respect to any Indebtedness (other than the Obligations)
beyond the period of grace, if any, applicable thereto or (B) default in
the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is
to cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause any such
Indebtedness to become due prior to its stated maturity; or (ii) any such
Indebtedness of the Borrower or any of its Subsidiaries shall be declared
to be due and payable, or required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof;
provided that it shall not constitute an Event of Default pursuant to this
paragraph (d) unless the principal amount of such Indebtedness, either
individually or in the aggregate, referred to in clauses (i) and (ii) above
exceeds $15,000,000 at the time of such default or declaration, as the case
may be; or

(e) (i) The Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the
Borrower or any of its Subsidiaries any case, proceeding or other action of
a nature referred to in clause (i) above which (A) results in the entry of
an order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against the Borrower or any of its Subsidiaries
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Borrower or any of its Subsidiaries shall take any action in furtherance
of, or indicating its consent to, approval

of, or acquiescence in, any of the acts set forth in clause (i), (ii), or
(iii) above; or (v) the Borrower or any of its Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay
its debts as they become due; or

(f) (i) A Single Employer Plan established by the Borrower, any of its
Subsidiaries or any ERISA Affiliate shall fail to maintain the minimum
funding standard required by Section 412 of the Code for any plan year or a
waiver of such standard or extension of any amortization period is sought
or granted under Section 412 of the Code or shall provide security to
induce the issuance of such waiver or extension, any Plan is or shall have
been or is likely to be terminated or the subject of termination
proceedings under ERISA or an event has occurred entitling the PBGC to
terminate a Plan under Section 4042(a) of ERISA, any Plan shall have an
Unfunded Current Liability or the Borrower or a Subsidiary or any ERISA
Affiliate has incurred or is likely to incur a material liability to or on
account of a termination of or a withdrawal from a Plan under Section 409,
502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code; and (ii) there shall result
from any such event or events described in the preceding clause (i) of this
Section 8(f) the imposition of a Lien upon the assets of the Borrower or
any Subsidiary, the granting of a security interest, or a liability or a
material risk of incurring a liability, and (c) in each case which Lien,
security interest or liability, individually and/or in the aggregate, would
be reasonably likely to have, in the reasonable opinion of the Required
Lenders, a Material Adverse Effect; or

(g) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or to the extent not covered by insurance as to which the
relevant insurance company has acknowledged coverage) of $15,000,000 or
more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 60 days from the entry
thereof; or

(h) (i) Any Security Document shall cease, for any reason, to be in
full force and effect, or the Borrower or any Credit Party shall so assert
or (ii) the Lien created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created
thereby; or

(i) The Subsidiary Guaranty shall cease, for any reason, to be in full
force and effect with respect to any or all of the Subsidiaries or any
Subsidiary shall so assert; or

(j) A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of Section 8(e) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Credit Documents (including all amounts of

L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of
Default, any or all of the following actions may be taken: (i) with the consent
of the Majority Revolving Credit Facility Lenders, the Administrative Agent may,
or upon the request of the Majority Revolving Credit Facility Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Revolving
Credit Commitments to be terminated forthwith, whereupon the Revolving Credit
Commitments shall immediately terminate; (ii) with the consent of the Overdraft
Lender, the Administrative Agent may, or upon the request of the Overdraft
Lender, the Administrative Agent shall, by notice to the Borrower declare the
Overdraft Commitment to be terminated forthwith, whereupon the Overdraft
Commitment shall immediately terminate; (iii) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Credit Documents (including all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) to be
due and payable forthwith, whereupon the same shall immediately become due and
payable; and (iv) with the consent of the Overdraft Lender, the Administrative
Agent may, or upon the request of the Overdraft Lender, the Administrative Agent
shall, by notice to the Borrower, declare the outstanding Overdraft Advances
hereunder (with accrued interest thereon) and all other amounts owing with
respect thereto to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Credit Documents.
After all such Letters of Credit shall have expired or been fully drawn upon,
all Reimbursement Obligations shall have been satisfied and all other
obligations of the Borrower hereunder and under the other Credit Documents shall
have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Borrower (or such other Person as may be lawfully
entitled thereto). Except as otherwise expressly provided above in this Section
8, the Borrower waives presentment, demand, protest or other notice of any kind.

SECTION 9. The Administrative Agent.

9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated to the

Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto
to the extent permitted by applicable law. Each Lender hereby irrevocably
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein including the NBA
Financing Consent Letter and the NHL Financing Consent Letter, and to exercise
such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof and thereof and such other powers as are reasonably incidental thereto.
The Administrative Agent may perform any of its duties hereunder and under the
other Credit Documents and any other instruments and agreements referred to
herein and therein including the NBA Financing Consent Letter and the NHL
Financing Consent Letter, by or through its respective officers, directors,
agents, employees or affiliates. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the
Administrative Agent.

9.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

9.3 Non-Reliance on the Administrative Agent. Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereinafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Independently and without reliance upon the Administrative
Agent, each Lender has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the making and the continuance of the Loans and
the taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrower and its Subsidiaries and,
except as expressly provided in this Agreement, the Administrative Agent shall
not have any duty or responsibility, either initially or on a continuing basis,
to provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time
or times thereafter. Neither the Administrative Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Credit Document
(except to the extent that any of the foregoing are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in any manner to any Lender for any recitals, statements,
information, representations or

warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of this
Agreement or any other Credit Document or the financial condition of the
Borrower and its Subsidiaries or be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Credit Document or the financial
condition of the Borrower and its Subsidiaries.

9.4 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable and in
the best interests of the Lenders.

9.5 Certain Rights of the Administrative Agent. If the Administrative
Agent shall request instructions from the Required Lenders with respect to any
act or action (including failure to act) in connection with this Agreement or
any other Credit Document, the Administrative Agent shall be entitled to refrain
from such act or taking such action unless and until the Administrative Agent
shall have received instructions from the Required Lenders; and the
Administrative Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders or, if required hereunder, all the Lenders.

9.6 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Credit Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be

indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other
Credit Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

9.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Revolving Credit Percentages and Term Loan
Percentages in effect on the date on which indemnification is sought under this
subsection 9.7 (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Credit Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
which are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the Administrative Agent's gross negligence
or willful misconduct. The agreements in this subsection 9.7 shall survive the
payment of the Loans and all other amounts payable hereunder. The
Administrative Agent shall have the right to deduct any amount owed to it by any
Lender under this subsection from any payment made by it to such Lender
hereunder.

9.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Credit Party as though it
were not the Administrative Agent or an affiliate thereof. With respect to its
Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Credit Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

9.9 Successor Administrative Agent. (a) The Administrative Agent may
resign as Administrative Agent upon 15 days' notice to the Lenders and the
Borrower. Such resignation shall take effect upon the appointment of a
successor Administrative Agent pursuant to clauses (b) and (c) below or as
otherwise provided in clause (d) below.

(b) If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Credit Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.

(c) If a successor Administrative Agent shall not have been so
appointed within such 15-day period, the Administrative Agent, with the consent
of the Borrower (which consent shall not be unreasonably withheld or delayed),
shall then appoint a successor Administrative Agent who shall serve as
Administrative Agent hereunder or thereunder until such time, if any, as the
Lenders appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 20th day after the date such notice of
resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Required Lenders shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Lenders appoint a
successor Administrative Agent as provided above and all payments to be made by
the Borrower hereunder shall be made to the place notified by the Required
Lenders to the Borrower.

(e) After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Credit Documents.

SECTION 10. Miscellaneous.

10.1 Amendments and Waivers. Neither this Agreement, any other Credit
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection 10.1. The
Required Lenders and each Credit Party party to the relevant Credit Documents
may, or, with the written consent of the Required Lenders, the Administrative
Agent and each Credit Party party to the relevant Credit Document may, from time
to time, (a) enter into written amendments, supplements or modifications hereto
and to the other Credit Documents for the purpose of adding any provisions or
parties to this Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Credit Parties hereunder or
thereunder or (b) waive, on such terms and conditions as the Required Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Credit Documents or any

Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i) forgive
the principal amount or extend the final scheduled date of maturity of any Loan,
extend the scheduled date of any amortization payment in respect of any Term
Loan, reduce the stated rate of any interest, fee or letter of credit commission
payable hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Lender's Revolving
Credit Commitment, in each case without the consent of each Lender directly
affected thereby; (ii) amend, modify or waive any provision of this subsection
10.1 or reduce any percentage specified in the definition of Required Lenders,
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Credit Documents, release all or
substantially all of the collateral or release any Subsidiary from its
obligations under any Security Document or the Subsidiary Guaranty to which it
is a party, in each case without the written consent of all Lenders; (iii)
amend, modify or waive any condition precedent to any extension of credit under
the Revolving Credit Facility set forth in subsection 5.2 without the written
consent of the Majority Revolving Credit Facility Lenders; (iv) change the
allocation of payments between the Term Loan Facility, the Revolving Credit
Facility and the Overdraft Advances pursuant to subsection 2.10(d) without the
written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby and, if the Overdraft Lender, in its capacity as
such, is adversely affected thereby, the written consent of the Overdraft
Lender; (v) reduce the percentage specified in the definition of Majority
Facility Lenders without the written consent of all Lenders under each affected
Facility; (vi) amend, modify or waive any provision of Section 9 without the
written consent of the Administrative Agent; (vii) amend, modify or waive any
provision of Section 3 (other than subsection 3.9) without the written consent
of the Issuing Lender; or (viii) amend any of the provisions of subsection 3.9
or any of the other provisions hereof relating to Overdraft Advances without the
written consent of the Overdraft Lender (it being understood and agreed that the
Borrower and the Overdraft Lender may from time to time, without the consent of
any of the Lenders, reduce the Overdraft Maximum Amount in accordance with
subsection 2.8 or amend any other provision of this Agreement affecting solely
the Overdraft Lender, in its capacity as such, and the Borrower). Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders (including the Overdraft Lender) and shall be binding upon
the Credit Parties, all current and future Lenders (including the Overdraft
Lender) and the Administrative Agent. In the case of any waiver, the Credit
Parties, the Lenders (including the Overdraft Lender) and the Administrative
Agent shall be restored to their former position and rights hereunder and under
the other Credit Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon. The Borrower, the Administrative Agent and each Lender (including the
Overdraft Lender) hereby acknowledge that certain amendments or waivers to this
Agreement or any other Credit Document may require the additional consent or
approval of the NBA, the NHL and/or any other comparable governing body with
respect to any sports franchise owned by the Borrower or any of its
Subsidiaries.

10.2 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex,

telecopier or cable communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered, if to a Credit Party, at the address specified opposite its
signature below or in the other relevant Credit Documents, as the case may be;
if to any Lender, at its address specified for such Lender on the signature
pages hereto; or, at such other address as shall be designated by any party in a
written notice to the other parties hereto. All such notices and communications
shall be mailed, telegraphed, telexed, facsimile transmission, or cabled or sent
by overnight courier, and shall be effective when received.

10.3 No Waiver; Cumulative Remedies. No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, remedy, power
or privilege hereunder or under any other Credit Document and no course of
dealing between any Credit Party and the Administrative Agent or any Lender
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege hereunder or thereunder. The rights, remedies
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers or privileges which the Administrative Agent or any
Lender would otherwise have. No notice to or demand on any Credit Party in any
case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

10.5 Payment of Expenses and Taxes. The Borrower agrees to the extent
not otherwise reimbursed or paid by any Credit Party pursuant to any other
Credit Document (including the MSG Mortgage) to: (i) whether or not the
transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the negotiation, preparation, execution and delivery of the Credit Documents
(including the MSG Mortgage) and the documents and instruments referred to
therein and any amendment, waiver or consent relating thereto and of the
Administrative Agent and each of the Lenders in connection with the enforcement
of the Credit Documents (including the MSG Mortgage) and the documents and
instruments referred to therein and the consummation and administration of the
transactions contemplated hereby or thereby (including the reasonable fees and
disbursements of counsel for the Administrative Agent); (ii) pay and hold each
of the Lenders harmless from and against any and all recording and filing fees
and any and all present and future stamp and other similar taxes with respect to
the foregoing matters and save each of the Lenders harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Lender) to pay such taxes; and
(iii) indemnify each Lender, its officers, directors, employees, representatives
and agents from and hold each of them harmless against any and all losses,
liabilities, claims, damages or

expenses incurred by any of them with respect to the execution, delivery,
enforcement, performance and administration of, or in any other way arising out
of or relating to, any Credit Document (including the MSG Mortgage) or the use
of the proceeds of any Loans hereunder or the Transaction or the consummation of
any transactions contemplated in any Credit Document (including the MSG
Mortgage), including the reasonable fees and disbursements of counsel in
connection therewith (but excluding any such losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified). The agreements in this
subsection 10.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

10.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent, all future holders of the Loans and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.

(b) Any Lender may, without the consent of the Borrower, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks, financial institutions or other entities (each,
a "Participant") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Credit Documents. In the event of any such sale by a Lender of
a participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Credit Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Credit
Document, or any consent to any departure by any Credit Party therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Loans or any fees payable hereunder, or postpone the
date of the final maturity of the Loans, in each case to the extent subject to
such participation. The Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 10.7 as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of subsections 2.17, 2.18 and 2.19 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender; provided that, no Participant shall be entitled to receive
any greater amount pursuant to any such subsection than the transferor Lender

would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.

(c) Any Lender (an "Assignor") may, in the ordinary course of its
business and in accordance with applicable law, at any time and from time to
time assign to any Lender or any Affiliate thereof or, with the consent of the
Borrower (except, upon the occurrence and during the continuance of an Event of
Default, the consent of the Borrower shall not be required) and the
Administrative Agent (which, in each case, shall not be unreasonably withheld or
delayed), to an additional bank, financial institution or other entity (an
"Assignee") all or any part of its rights and obligations under this Agreement
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
J, executed by such Assignee and such Assignor (and, in the case of an Assignee
that is not then a Lender or an Affiliate thereof, by the Borrower and the
Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register; provided that no such assignment to an
Assignee (other than any Lender or any Affiliate thereof) shall be in an
aggregate principal amount of less than $10,000,000 (other than in the case of
an assignment of all of a Lender's interests under this Agreement or an
assignment to any Lender or any Affiliate thereof), unless otherwise agreed by
the Borrower and the Administrative Agent. Any such partial assignment shall be
ratable in accordance with principal amount as among the Facilities with respect
to which the Assignor is making an assignment. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder with a Commitment and/or Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent provided
in such Assignment and Acceptance, be released from its obligations, under this
Agreement (and, in the case of an Assignment and Acceptance covering all of an
Assignor's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Notwithstanding any provision of this
subsection 10.6, the consent of the Borrower shall not be required, and, unless
requested by the Assignee and/or the Assignor, new Notes shall not be required
to be executed and delivered by the Borrower, for any assignment which occurs at
any time when any of the events described in subsection 8(e) shall have occurred
and be continuing.

(d) The Administrative Agent shall maintain at its address referred to
in subsection 10.2 a copy of each Assignment and Acceptance delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Lenders and the Commitments of, and the principal amount of the Loans owing
to, each Lender from time to time. The entries made in the Register shall be
conclusive and shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein
recorded and the Borrower, each other Credit Party, the Administrative Agent and
the Lenders shall treat each Person whose name is recorded in the Register as
the owner of the Loan recorded therein for all purposes of this Agreement;
provided, however, that the failure of any Lender (including the

Overdraft Lender) or the Administrative Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender (including the Overdraft Lender) in accordance with
the terms of this Agreement. Any assignment of any Loan or other obligation
hereunder (whether or not evidenced by a Note) shall be effective only upon
appropriate entries with respect thereto being made in the Register. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in the case of an Assignee that is not then a
Lender or an Affiliate thereof, by the Borrower and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of $3,000, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto and give
notice of such acceptance and recordation to the Borrower. On or prior to such
effective date, the Borrower, at its own expense, shall, upon request of the
Assignee, execute and deliver to the Administrative Agent (and the Assignor
shall surrender any Revolving Credit Note or Term Note held by it) a new
Revolving Credit Note or Term Note, as the case may be, to the order of such
Assignee in an amount equal to the Revolving Credit Commitment or portion of the
Term Loan, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Revolving Credit
Commitment or portion of a Term Loan hereunder, upon request of the Assignor, a
new Revolving Credit Note or Term Note, as the case may be, to the order of the
assigning Lender in an amount equal to the Revolving Credit Commitment or Term
Loan, as the case may be, retained by it hereunder. Such new Notes shall be
dated the Effective Date and shall otherwise be in the form of the Note replaced
thereby.

(f) The Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information concerning the Credit Parties and their respective
affiliates which has been delivered to such Lender by or on behalf of any Credit
Party pursuant to this Agreement or any other Credit Document or which has been
delivered to such Lender by or on behalf of any Credit Party in connection with
such Lender's credit evaluation of the Credit Parties and their respective
affiliates, under the condition that such Transferee or prospective Transferee
shall previously have agreed to be bound by the provisions of subsection 10.16.

(g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection 10.6 concerning assignments of Loans and
Notes relate only to absolute assignments and that such provisions do not
prohibit assignments creating security interests, including any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereunder.

10.7 Payments Pro Rata; Adjustments; Set-off. (a) Each of the Lenders
agrees that, if it should receive any amount hereunder (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff or
banker's lien, by counterclaim or cross

action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans (other than Overdraft Advances) or the Reimbursement Obligations
owing to it, of a sum which with respect to the related sum or sums received by
other Lenders is in a greater proportion than the total of such Obligation then
owed and due to such Lender bears to the total of such Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the respective
Credit Party to such Lenders in such amount as shall result in a proportional
participation (based on the respective amounts of such Obligations) by all of
the Lenders in such amount, provided that if all or any portion of such excess
amount is thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest. It is understood and agreed that this subsection 10.7 shall
not apply to any payments or prepayments of Overdraft Advances or any amounts
with respect thereto, which shall be entitled to be retained exclusively by the
Overdraft Lender.

(b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to set
off and appropriate and apply against such amount any and all deposits (general
or special, time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such setoff and application.

10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement in any number of counterparts and by the different
parties hereto on separate counterparts (including by facsimile), and all of
said counterparts shall together constitute one and the same instrument. A set
of counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

10.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

10.10 Integration. This Agreement and the other Credit Documents
represent the entire agreement of the Borrower, its Subsidiaries, the
Administrative Agent and the Lenders (including the Overdraft Lender) with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof or thereof not expressly set forth
or referred to herein or in the other Credit Documents.

10.11 GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

10.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof;

(b) to the fullest extent permitted by law, consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in accordance with subsection 10.2 or at
such other address of which the Administrative Agent shall have been
notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to xxx in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this subsection 10.12 any special, exemplary, punitive or consequential
damages.

10.13 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Credit Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Credit Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Credit
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrower and the Lenders.

10.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS (INCLUDING THE OVERDRAFT LENDER) HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.15 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

10.16 Confidentiality. Each Lender agrees to keep information
obtained by it pursuant hereto and the other Credit Documents identified as
confidential by the Borrower in accordance with such Lender's customary
practices and agrees that it will only use such information in connection with
the transactions contemplated by this Agreement and not to disclose any of such
information other than (a) to such Lender's employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
affiliates who are advised of the confidential nature of such information,
(b) to the extent such information presently is or hereafter becomes available
to such Lender on a non-confidential basis from any source not subject to a
confidentiality requirement of which such Lender has knowledge or such
information is in the public domain at the time of disclosure, (c) to the extent
disclosure is required by law (including applicable securities laws),
regulation, subpoena or judicial order or process (provided that notice of such
requirement or order shall be promptly furnished to the Borrower unless such
notice is legally prohibited) or requested or required by bank, securities,
insurance or investment company regulations or auditors or any administrative
body or commission to whose jurisdiction such Lender may be subject, (d) to any
rating agency to the extent required in connection with any rating to be
assigned to such Lender, (e) to Transferees or prospective Transferees who agree
to be bound by the provisions of this subsection 10.16, (f) to the extent
required in connection with any litigation between any Credit Party and any
Lender with respect to the Loans or this

Agreement and the other Credit Documents or (g) with the Borrower's prior
written consent. The agreements in this subsection 10.16 shall survive
repayment of the Loans and all other amounts payable hereunder.

10.17 NBA and NHL Rules. Notwithstanding anything to the contrary in
any of the Credit Documents, the NBA Rules, the NHL Rules and the constitution
of any other association with respect to any sports franchise owned by the
Borrower or any of its Subsidiaries may be amended from time to time in
accordance with the terms thereof and the Borrower shall at all times be
permitted to vote on all matters relating to the NBA Rules, the NHL Rules and
the constitution of any other association with respect to any sports franchise
owned by the Borrower or any of its Subsidiaries, including any amendments,
modifications, waivers or supplements to any governing, constitutive, operating
or other agreements relating to any of the NBA Entities or NHL Entities or any
of their respective Subsidiaries or Affiliates, provided, that such vote by the
Borrower does not adversely impact the Lenders in any material respect.

10.18 Team Financing Consent Letters. Each of the provisions of this
Agreement and the other Credit Documents shall be subject to the provisions of
each Team Financing Consent Letter, which the Borrower, the Administrative Agent
and the Lenders have accepted as reasonable and appropriate. Without limiting
the generality of the preceding sentence, neither the Administrative Agent nor
any Lender (whether acting through the Administrative Agent or otherwise) shall
exercise, enforce or attempt to exercise or enforce any of its rights or
remedies under this Agreement or any other Credit Document with respect to any
"Collateral" (as defined in the respective Team Pledge Agreements) or any "Team
Collateral" (as defined in the respective Team Security Agreements) except in
accordance with and subject to the relevant Team Financing Consent Letter and
the relevant Team Pledge Agreement and/or Team Security Agreement, as the case
may be. Each Lender hereby irrevocably authorizes the Administrative Agent,
under this Agreement and each other Credit Document, to execute, deliver and
perform on its behalf the relevant Team Financing Consent Letter and all
amendments, modifications, extensions, waivers and other acts in connection with
the relevant Team Financing Consent Letter as the Administrative Agent shall
deem appropriate.

10.19 MSG Mortgage Recording Events. (a) Subject to the terms of
subsection 10.19(b), the Administrative Agent may at any time record and file in
any appropriate jurisdiction the MSG Mortgage and any financing statements
related thereto necessary or desirable to perfect the lien intended to be
created thereby. If at the time of such recording any one of the events set
forth below (each a "Recording Event") has occurred and is continuing, promptly
upon request and notice of the amount due, the Borrower shall reimburse the
Administrative Agent for any and all recording costs. Each of the following
specified events shall constitute a Recording Event whether the occurrence of
such event shall be voluntary or involuntary or come about or be effected by
operation of law:

(i) an Event of Default under Sections 8(a), 8(e), 8(h) or 8(j)
shall have occurred and be continuing or any other Event of Default shall
have occurred and shall continue unremedied for at least 30 days; or

(ii) if, as a result of a change in law, including the enactment of
new laws, statutes or regulations or the issuance of opinions by the New
York State Court of Appeals or a lower court within the First Department of
the Appellate Division which is not appealed within 360 days of the date
thereof relating to the requirements for the recording of mortgages, (x)
the MSG Mortgage which the Administrative Agent is then holding will, with
the lapse of time, be unable to be recorded in order to be enforceable and
the Borrower has not executed prior to the lapse of such period of time and
to the reasonable satisfaction of the Administrative Agent, a new MSG
Mortgage on the same terms as the MSG Mortgage delivered on the Effective
Date and which is not subject to the same lapse of time qualification, (y)
the mortgage recording tax provided for in Article 11 of the Tax Law of the
State of New York or any similar tax on recording of mortgages is imposed
on the MSG Mortgage even though it has not been recorded or (z) the
Administrative Agent may be subjected to a penalty or incur any cost or
liability or be deemed in breach of applicable law for not recording the
MSG Mortgage, provided, however that the Administrative Agent shall use
reasonable efforts to avoid such requirements for the recording of the MSG
Mortgage by taking such actions as in the Administrative Agent's reasonable
judgment are not prejudicial to the Administrative Agent's interests, and
provided, further that for so long as the Borrower provides the
Administrative Agent with an indemnity against all losses and damages
relating to an event described in clause (z) above and such indemnity is in
form reasonably satisfactory to the Administrative Agent and the
Administrative Agent determines in its reasonable judgment that an
indemnity can adequately protect the Administrative Agent, there shall be
no Recording Event as a result of such event under clause (z) above.

(b) The Administrative Agent shall hold the MSG Mortgage delivered to
it pursuant to subsection 5.1(h)(iv) in escrow subject to the terms hereof, and
upon the occurrence of a Recording Event the Administrative Agent may elect, in
the Administrative Agent's sole discretion or upon the direction of the Required
Lenders, to record the MSG Mortgage.

(c) Upon the recording of the MSG Mortgage, the Administrative Agent
may obtain a policy of title insurance in respect of the amount to be secured by
the MSG Mortgage, such policy to be issued under a form acceptable to the
Administrative Agent by one or more title companies selected by the
Administrative Agent, with such co-insurance, reinsurance and/or endorsements as
the Administrative Agent may reasonably require by one or more title companies
selected by the Administrative Agent. The cost of such title insurance shall be
paid by the Borrower.

(d) The Administrative Agent shall give the Borrower at least 30 days
prior written notice of the recording of the MSG Mortgage, but the failure to
give any such notice shall not affect the validity of the MSG Mortgage or the
recording thereof.

(e) Within five (5) Business Days of notice from the Administrative
Agent, the Borrower shall execute and deliver all such instruments and take all
such actions for the purpose of further effectuating the provisions of this
subsection 10.19 relating to the recording of

the MSG Mortgage as may be reasonably requested by the Administrative Agent from
time to time, including the execution and delivery of (i) one or more
supplemental mortgages in such form as may be required, in the reasonable
judgment of the Administrative Agent, to enable such supplemental mortgages to
be recorded and to secure the Obligations and (ii) any instrument, affidavit,
certificate or other document necessary in order to comply with any requirement
of law in connection with the issuance or recording of the MSG Mortgage or any
supplement thereto.

10.20 Limited Recourse. The Lenders (including the Overdraft Lender)
and the Administrative Agent agree that notwithstanding anything to the contrary
contained herein or in the other Credit Documents, no holder of any partnership
interest in the Borrower, nor any employee or agent of any such holder, nor any
Affiliate or Subsidiary of such holder (other than, in each case, the General
Partner and the Borrower and its Subsidiaries), in each case only in such
capacity, shall have any liability to the Lenders (including the Overdraft
Lender) or the Administrative Agent for, and neither the Lenders (including the
Overdraft Lender) nor the Administrative Agent shall have recourse against any
such Person in such capacity in respect of, the Obligations, provided that
nothing contained in this subsection 10.20 shall be construed so as to prevent
the Administrative Agent or the Lenders from commencing any action, suit or
proceeding in respect of or causing legal papers to be served upon any Person
solely for the purpose of obtaining jurisdiction over the Borrower or any of its
Subsidiaries.

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address:

MADISON SQUARE GARDEN, L.P. MADISON SQUARE GARDEN, L.P.
c/o MSG Eden Corporation
Two Pennsylvania Plaza By: MSG EDEN CORPORATION,
14th Floor its General Partner
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000 By __________________________
Title:
with a copy to:

Cablevision Systems Corporation
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier: (000) 000-0000

and

Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx
Telecopier: (000) 000-0000

95
Address:

The Chase Manhattan Bank THE CHASE MANHATTAN BANK,
000 Xxxx Xxxxxx as Administrative Agent and as a Lender
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxx
Telecopier: (000) 000-0000 By __________________________
Title:
with a copy to:

Chase Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxxx
Telecopier: (000) 000-0000

and

The Chase Manhattan Bank Agent Bank Services Group
1 Chase Xxxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
Telecopier: (000) 000-0000

Annex A

PRICING GRID FOR LOANS

Applicable Margin Applicable Margin
Consolidated Leverage Ratio for Eurodollar Loans for ABR Loans
--------------------------- -------------------- -----------------

Greater than 7.50 to 1.0 2.00% 1.00%

Greater than 6.50 to 1.0 and 1.75% 0.75%
less than or equal to 7.50 to 1.0

Greater than 5.50 to 1.0 and less 1.50% 0.50%
than or equal to 6.50 to 1.0

Greater than 4.50 to 1.0 and less
than or equal to 5.50 to 1.0 1.25% 0.25%

Less than or equal to 4.50 to 1.0 1.00% 0%

Changes in the Applicable Margin resulting from changes in the
Consolidated Leverage Ratio shall become effective on the first day
(the "Adjustment Date") of the month following the month in which
financial statements are delivered to the Lenders pursuant to
subsection 6.1 (but in any event not later than the 60th day after the
end of each of the first three quarterly periods of each fiscal year
or the 90th day after the end of each fiscal year, as the case may be)
and shall remain in effect until the next change to be effected
pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then,
until such financial statements are delivered, the Consolidated
Leverage Ratio as at the end of the fiscal period that would have been
covered thereby shall for the purposes of this definition be deemed to
be greater than 7.50 to 1. Each determination of the Consolidated
Leverage Ratio pursuant to this paragraph shall be made with respect
to the period of four consecutive fiscal quarters of the Borrower
ending at the end of the period covered by the relevant financial
statements.

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CREDIT AGREEMENT dated as of June 6, 1997 among MADISON SQUARE GARDEN, L.P., THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, THE CHASE MANHATTAN BANK, As Administrative Agent, TORONTO DOMINION (NEW YORK), INC., As Documentation Agent, and THE...

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