Exhibit 10.66
FIRST AMENDMENT
FIRST AMENDMENT, dated as of November 5, 1997 (this "First
Amendment"), to the Credit Agreement, dated as of June 6, 1997 (the "Credit
Agreement"), among MADISON SQUARE GARDEN, L.P., a Delaware limited
partnership (the "Borrower"), the several lenders from time to time parties
thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent"), TORONTO DOMINION (NEW YORK), INC., as
documentation agent for the Lenders thereunder and THE BANK OF NOVA SCOTIA,
as syndication agent for the Lenders thereunder.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain Loans to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit
Agreement, upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. As used herein, terms defined in this First
Amendment or in the Credit Agreement are used herein as so defined.
2. Amendment to Subsection 7.2. Subsection 7.2 of the Credit
Agreement is hereby amended by (a) deleting the word "and" at the end of
paragraph (i) thereof, (b) deleting the period at the end of paragraph (j)
thereof and substituting the text "; and" and (c) adding thereto the
following new paragraph (k):
"(k) other Indebtedness and guarantees in an aggregate amount not
to exceed $39,000,000."
3. Amendment to Subsection 7.9. Subsection 7.9 of the Credit
Agreement is hereby amended by deleting the amount "$10,000,000" in paragraph
(j) thereof and substituting the amount "$32,500,000".
4. Effectiveness. The amendments provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:
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(a) The Administrative Agent shall have received counterparts of this
First Amendment, duly executed and delivered by the Borrower and each of
the other parties hereto.
(b) The Administrative Agent shall have received a certificate from an
officer of the General Partner stating that no governmental or third party
approvals (including from the NBA or NHL) are required to be obtained in
connection with this First Amendment.
(c) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this First Amendment shall be satisfactory in form and
substance to the Administrative Agent.
5. Representations and Warranties. After giving effect to the
amendments contained herein, on the Effective Date, the Borrower hereby
confirms, reaffirms and restates the representations and warranties set forth
in Section 4 of the Credit Agreement; provided that each reference in such
Section 4 to "this Agreement" shall be deemed to be a reference both to this
First Amendment and to the Credit Agreement as amended by this First
Amendment.
6. Continuing Effect; No Other Amendments. All of the terms and
provisions of the Credit Agreement and the other Credit Documents are and
shall remain in full force and effect. The amendments contained herein shall
not constitute an amendment or waiver of any other provision of the Credit
Agreement or the other Credit Documents or for any purpose except as
expressly set forth herein.
7. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this First
Amendment.
8. Counterparts. This First Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterparts when
so executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
9. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
MADISON SQUARE GARDEN, L.P.
By: MSG EDEN CORPORATION,
its General Partner
By:_________________________
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By:__________________________
Title:
LTCB TRUST COMPANY
By:_________________________
Title:
GENERAL ELECTRIC CAPITAL SERVICES
By:___________________________
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By:___________________________________
Title:
ROYAL BANK OF CANADA
By:_______________________________
Title:
CORESTATES BANK, N.A.
By:___________________________
Title:
THE SAKURA BANK, LIMITED
By:___________________________
Title
BANKERS TRUST COMPANY
By:__________________________
Title:
0
XXXX XX XXXXXXXX, XXXXXXX BRANCH
By:____________________________
Title:
BANKBOSTON, N.A.
By:____________________________
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By:_________________________
Title:
THE BANK OF NOVA SCOTIA
By:__________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:_____________________________
Title:
SOCIETE GENERALE, NEW YORK BRANCH
By:_____________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By:____________________________
Title:
NATIONSBANK OF TEXAS, N.A.
By:___________________________
Title:
BARCLAYS BANK PLC
By:___________________________
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By:_____________________________
Title:
FLEET BANK, N.A.
By:____________________________
Title:
5
CREDIT LYONNAIS NEW YORK BRANCH
By:______________________________
Title:
THE BANK OF NEW YORK
By:____________________________
Title:
BANQUE PARIBAS
By:__________________________
Title:
By:__________________________
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:___________________________
Title:
By:___________________________
Title:
TORONTO DOMINION (NEW YORK), INC.
By:____________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By:___________________________
Title:
