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Exhibit (10)(n)
SECOND AMENDMENT TO
CREDIT AGREEMENT
Dated as of July 30, 1999
Among
CELTICS LIMITED PARTNERSHIP
BOSTON CELTICS LIMITED PARTNERSHIP II
BOSTON CELTICS LIMITED PARTNERSHIP
CELTICS BASKETBALL, L.P.
CELTICS BASKETBALL HOLDINGS, L.P.
CELTICS PRIDE, G.P.
and
CITIZENS BANK OF MASSACHUSETTS
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT AND ASSUMPTION AGREEMENT is
entered into as of July 30, 1999 by and among CELTICS LIMITED PARTNERSHIP, a
Delaware limited partnership (the "Borrower"), CELTICS BASKETBALL, L.P., a
Delaware limited partnership ("Celtics Basketball"), BOSTON CELTICS LIMITED
PARTNERSHIP II, a Delaware limited partnership ("BCLP"), BOSTON CELTICS
LIMITED PARTNERSHIP, a Delaware limited partnership ("BCLP II"), CELTICS
BASKETBALL HOLDINGS, L.P., a Delaware limited partnership ("Celtics
Basketball Holdings"), CELTICS PRIDE, G.P., a Delaware general partnership
(each a "Borrower Affiliate" and collectively the "Borrower Affiliates") and
CITIZENS BANK OF MASSACHUSETTS, a Massachusetts trust company (the
"Lender").
Recitals
--------
The Borrower, BCLP II and the Lender are parties to a Credit Agreement
dated as of December 15, 1997 (as amended, the "Credit Agreement"). The
Borrower desires to amend the Credit Agreement in certain respects, and the
Lender is willing to do so on the terms stated herein. All capitalized
terms used herein and not otherwise defined shall have the meanings set
forth in the Credit Agreement.
NOW, THEREFORE, the Borrower, BCLP II and the Lender hereby amend the
Credit Agreement and Celtics Basketball and the Borrower Affiliates hereby
agree as follows:
Section 1. Amendment of Section 2.2. Section 2.2 of the Credit
Agreement is hereby amended by deleting paragraph (b) thereof in its
entirety and substituting therefor the following:
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"(b) Subject to the terms and conditions set forth in this
Credit Agreement, the Lender hereby establishes a revolving credit
(the loans made thereunder being referred to as the "Revolving
Credit Loans") in favor of the Borrower in the principal amount of
the Commitment (the "Available Commitment"). The Borrower may
repay and reborrow from time to time between the Closing Date and
the Expiration Date upon notice by the Borrower to the Lender
given in accordance with [Section] 2.6. All Revolving Credit
Loans shall be made as LIBOR Rate Loans or Base Rate Loans at
Borrower's option. LIBOR Rate Loans may be converted to Base Rate
Loans and Base Rate Loans may be converted to LIBOR Rate Loans.
LIBOR Rate Loans shall be continued or converted to Base Rate
Loans under circumstances specified in [Section] 2.7 hereof. Each
request for a Revolving Credit Loan hereunder shall constitute a
representation and warranty by the Borrower that the conditions
set forth in [Section] 9 and [Section] 10, in the case of the
initial Revolving Credit Loan to be made on the Closing Date, and
[Section] 10, in the case of all other Revolving Credit Loans,
have been satisfied on the date of such request."
Section 2. Amendment of Section 8.6. Section 8.6 of the Credit
Agreement is hereby amended by adding the following proviso to the end
thereof:
"provided, however, that the Borrower need not comply with
the requirement set forth herein for the period of four
consecutive quarters ending June 30, 1999."
Section 3. Representations and Warranties; No Default. The Borrower
hereby confirms to the Lender the representations and warranties of the
Borrower set forth in Article 6 of the Credit Agreement (as amended hereby)
as of the date hereof, as if set forth herein in full. The Borrower hereby
certifies that no Default exists under the Credit Agreement. The Borrower
hereby represents, warrants and agrees as follows after giving effect to the
execution and delivery of this Second Amendment: The Borrower has obtained
all consents and approvals of and has made all required filings with, all
other Persons required by laws, rules, regulations, court order, agreements,
or other undertakings, required of the Borrower in order to enter into and
perform its obligations under this Second Amendment. Without limiting the
generality of the foregoing, the Borrower represents and warrants that the
execution, delivery and performance of this Second Amendment by the
Borrower, the Banks and the Agent do not require the consent or approval of
any other Person, including without limitation the NBA.
Section 4. Miscellaneous. The Borrower agrees to pay on demand all
the Lender's reasonable expenses in preparing, executing and delivering this
Second Amendment to Credit Agreement, and all related instruments and
documents, including, without limitation, the reasonable fees and out-of-
pocket expenses of the Lender's special counsel, Xxxxxxx, Procter & Xxxx
LLP. This Second Amendment to Credit Agreement shall be a Lender Agreement
and shall be governed by and construed and enforced under the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Borrower, BCLP and the Lender and the other
Borrower Affiliates have caused this Second Amendment to Credit Agreement to
be executed by their duly authorized officers as of the date first set forth
above.
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CELTICS BASKETBALL, L.P.
By: Boston Celtics Corporation,
as General Partner
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
BOSTON CELTICS LIMITED PARTNERSHIP II
By: Boston Celtics Limited
Partnership II GP, Inc.,
as General Partner
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President and
Chief Financial Officer
BOSTON CELTICS LIMITED PARTNERSHIP
By: Boston Celtics Limited
Partnership GP, Inc.,
as General Partner
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President and
Chief Financial Officer
CELTICS BASKETBALL HOLDINGS, L.P.
By: Boston Celtics Corporation,
as General Partner
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
CELTICS BASKETBALL, L.P.
By: Boston Celtics Corporation,
as General Partner
By: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
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CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
