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THIRD AMENDMENT
Dated as of May 10, 2001
TO CREDIT AGREEMENT
among
CELTICS BASKETBALL, L.P.,
as Borrower,
BOSTON CELTICS LIMITED PARTNERSHIP
BOSTON CELTICS LIMITED PARTNERSHIP II
CELTICS LIMITED PARTNERSHIP
CELTICS BASKETBALL HOLDINGS, L.P.
CELTICS PRIDE, G.P.,
as Borrower Affiliates,
and
CITIZENS BANK OF MASSACHUSETTS,
as Lender
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THIRD AMENDMENT TO THE CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is
entered into as of May 10, 2001 by and among CELTICS BASKETBALL, L.P., a
Delaware limited partnership (the "Borrower"), CELTICS LIMITED PARTNERSHIP,
a Delaware limited partnership ("Celtics Limited Partnership"), 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 (together with Celtics Limited Partnership, BCLP, BCLP II, and
Celtics Basketball Holdings, the "Borrower Affiliates"), and Citizens Bank
of Massachusetts, a Massachusetts savings bank (the "Lender").
Recitals
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The Borrower, the Borrower Affiliates and the Lender are parties to a
Credit Agreement dated as of December 15, 1997 as amended by the First
Amendment to the Credit Agreement and Assumption Agreement dated as of June
30, 1998 and the Second Amendment dated as of July 30, 1999 (as further
amended, supplemented or otherwise modified from time to time in accordance
with its terms, the "Credit Agreement"). The Borrower desires to amend,
and each Borrower Affiliate approves such amendment of, the Credit
Agreement as set forth in this Third Amendment, and the Lender is willing
to amend the Credit Agreement on the terms and conditions 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, each Borrower Affiliate and the Lender
hereby agree as follows:
SECTION 1. Definitions. Section 1.1 of the Credit Agreement
is hereby amended by deleting the definition of "Debt Service" in its
entirety and substituting therefor a new definition as follows:
"Debt Service. The following amounts for the periods
indicated: (a) Interest Expense plus Current Maturities of Long Term
Debt related to purchase money equipment financing and capitalized
leases ("CMLTD-PM") for any reporting period ending at any time from
December 31, 1997 through December 31, 2001; (b) Interest Expense
plus CMLTD-PM plus Current Maturities of the Term Loan plus
$2,500,000 for the reporting period ending March 31, 2002; and (c)
Interest Expense plus CMLTD-PM plus Current Maturities of the Term
Loan for all reporting periods ending after March 31, 2002,
commencing with the reporting period ending June 30, 2002."
SECTION 2. Amendment of Covenants.
(a) Article 8 of the Credit Agreement is hereby
amended by deleting Section 8.6 thereof in its entirety and
substituting therefor the following:
"8.6 Debt Service Coverage. (a) For each four-
quarter period commencing with the four-quarter period
ending December 31, 1997 through the four-quarter period
ending December 31, 2000, the Borrower shall not permit
the ratio of (i)(A) Cash Flows from Operating Activities
plus (B) Interest Expense minus (C) Capital Expenditures
minus (D) dividends and other Distributions and minus (E)
cash taxes paid, divided by (ii) Debt Service, to fall
below 1.25-to-1.00; provided, however, that the Borrower
need not comply with the requirement set forth in this
Section 8.6(a) for the four-quarter period ending June
30, 1999.
(b) For each four-quarter period ending March 31, 2001
and June 30, 2001, the Borrower shall not permit the ratio of
(i) (A) Cash Flows from Operating Activities plus (B) Interest
Expense plus (C) $8,000,000 (representing a distribution made
in September 2000) plus (D) cash balances in accounts of the
Borrower as of the last date of such four-quarter period minus
(E) Capital Expenditures minus (F) dividends and other
Distributions minus (G) cash taxes paid and minus (H) the
outstanding balance of Revolving Credit Loans as of the last
date of such four-quarter period, divided by (ii) Debt Service,
to fall below 1.75 to 1.00.
(c) For each four-quarter period ending September 30,
2001 and each period of four consecutive quarters thereafter,
the Borrower shall not permit the ratio of (i) (A) Cash Flows
from Operating Activities plus (B) Interest Expense minus (C)
Capital Expenditures minus (D) dividends and other
Distributions and minus (E) cash taxes paid, divided by (ii)
Debt Service, to fall below 1.25 to 1.00."
(b) Article 8 of the Credit Agreement is hereby further
amended by inserting the phrase "and shall require the written
consent of the Lender" at the end of the first sentence of Section
8.7.
SECTION 3. Representations and Warranties; No Default. The
Borrower hereby confirms to the Lender that the representations and
warranties set forth in Article 6 of the Credit Agreement are true
and correct as of the date hereof, as if set forth herein in full.
Each Borrower Affiliate hereby confirms to the Lender that the
representations and warranties made by such Borrower Affiliate set
forth in Article 6A of the Credit Agreement are true and correct as
of the date hereof, as if set forth herein in full. The Borrower
and each Borrower Affiliate hereby certifies that no Default or Event
of Default has occurred and is continuing.
SECTION 4. Miscellaneous. The Borrower agrees to pay on
demand an amendment fee of $2,500 to the Lender on the date hereof
and all the Lender's reasonable expenses in preparing, executing and
delivering this Third Amendment to the 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 LLP. This Third Amendment to the Credit
Agreement shall be a Loan Document and shall be governed by and
construed and enforced under the laws of The Commonwealth of
Massachusetts.
[Signature Page to Follow]
IN WITNESS WHEREOF, the Borrower, each Borrower Affiliate and the
Lender have caused this Third Amendment to Credit Agreement to be executed
by their duly authorized officers as of the date first set forth above.
CELTICS BASKETBALL, L.P.
By: Boston Celtics Corporation,
as General Partner
By: /s/ Xxxxxxx X. 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 X. Xxxx
-------------------------------
Name:
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Secretary
BOSTON CELTICS LIMITED PARTNERSHIP
By: Boston Celtics Limited
Partnership GP, Inc., as General
Partner
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name:
Title:
CELTICS BASKETBALL HOLDINGS, L.P.
By: Boston Celtics Corporation, as
General Partner
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Secretary
CELTICS PRIDE, G.P.
By: Celtics Capital Corporation, as
General Partner
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Secretary
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
4
LIBC/1111983.3
LIBC/1111983.3
