Exhibit 10.67
SECOND AMENDMENT
SECOND AMENDMENT, dated as of December 10, 1997 (this "Second
Amendment"), to the Credit Agreement, dated as of June 6, 1997 (as amended by
the First Amendment, dated as of November 5, 1997 and as modified by the Waiver,
dated as of December 4, 1997, and as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among MADISON
SQUARE GARDEN, L.P., a Delaware limited partnership (the "Borrower"), the
several lenders from time to time parties thereto (the "Lenders"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Lenders thereunder (in such capacity, the "Administrative Agent"), TORONTO
DOMINION (NEW YORK), INC., as documentation agent for the Lenders thereunder and
THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders thereunder.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain Loans to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend, and the
Lenders have agreed to amend, certain of the provisions of the Credit Agreement,
upon the terms and subject to the conditions set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. (a) General. As used herein, terms defined in
this Second Amendment or in the Credit Agreement are used herein as so defined.
(b) Amendments to Definitions. (i) The definition of the term
"Revolving Credit Commitment" in subsection 1.1 of the Credit Agreement is
hereby amended by deleting the last sentence thereof in the sixth and seventh
lines and substituting in lieu thereof the sentence "The aggregate amount of the
Revolving Commitment on the Second Amendment Effective Date shall be
$500,000,000."
(ii) The definition of the term "Change of Control" in subsection
1.1 of the Credit Agreement is hereby amended by (i) inserting after the text
"equity voting rights" in the second line the following text:
"(it being understood that (x) with respect to any intermediary
partnership or limited liability company, the Person holding an
interest in such intermediary shall be deemed to own a percentage
of such intermediary's equity voting rights equal to the
percentage of the aggregate interests of all managing general
partners (or, if there be no managing general partner, of
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all general partners) or managing members (or, if there be no managing
member, of all members), as the case may be, in such intermediary
which is owned by such Person, and (y) if Rainbow or any intermediary
Person owns more than 50% of the equity voting interests in, or
otherwise controls, any intermediary, for purposes of this clause (a)
Rainbow or such intermediary Person shall be deemed to own all equity
voting interests owned by such intermediary)";
and (ii) deleting the number "60%" in the second line and substituting in lieu
thereof the number "50.1%".
(iii) The definition of the term "Consolidated Indebtedness" is
subsection 1.1 of the Credit Agreement is hereby amended by inserting after the
text "broadcast personalities" in the eighth line the text "or in respect of
other broadcast rights agreements."
(iv) The definition of the term "Consolidated EBIT" in subsection
1.1 of the Credit Agreement is hereby amended by deleting the text commencing
immediately after the word "Transaction" in the fifth line until (but excluding)
the period at the end thereof.
(c) Replacement of Definitions. The definitions of the following
terms in subsection 1.1 of the Credit Agreement shall be deleted in their
respective entireties and replaced with the following respective definitions:
"'Applicable Margin' shall, at any time, be determined
pursuant to the Pricing Grid."
"'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 subsections 7.5(l) and 7.5(s) but excluding sales,
transfers or other dispositions of obsolete or excess equipment."
"'Cash Proceeds' shall mean, with respect to any Asset Sale,
the aggregate cash payments (including 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) received by
the Borrower and/or any Subsidiary from such Asset Sale."
"'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,
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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; provided, however, that if in any
period 'Consolidated Interest Expense' would otherwise include any
interest expense on the portion of the Term Loans prepaid on the
Second Amendment Effective Date other than with the proceeds of
borrowings hereunder, such interest expense shall be excluded from
"Consolidated Interest Expense"."
"'Excess Cash Flow' shall mean for any fiscal quarter of the
Borrower, the excess, if any, of (a) Consolidated EBITDA for such
fiscal quarter over (b)(i) Consolidated Fixed Charges (computed, for
purposes of this definition, for such fiscal quarter), (ii) plus or
minus (without duplication) the cash portion of any extraordinary
gains or losses incurred during such fiscal quarter without
duplication of mandatory prepayments resulting from any transaction
giving rise thereto."
"'L/C Commitment' shall mean the obligation to issue Letters
of Credit hereunder in an aggregate amount not to exceed
$100,000,000."
"'Limited Partners' shall mean, collectively, ITT MSG and
GHC (or, upon any amendment of the Limited Partnership Agreement, ITT
MSG and Regional MSG), as limited partners of the Borrower."
"'MSG Mortgage' shall mean the mortgages originally
delivered pursuant to subsection 5.1(h)(iv), as such mortgages may be
partially released in accordance with the Second Amendment, and shall
include any replacements or substitutes for such mortgages."
"'Net Cash Proceeds' shall mean, with respect to any Asset
Sale, the Cash Proceeds resulting therefrom net of expenses of the
sale (including 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."
(d) Deletion of Definitions. The definitions of the following terms
in subsection 1.1 of the Credit Agreement shall be deleted in their entirety:
"Excess Cash Flow Application Date", "Fixed Charge Coverage Ratio", "Incur",
"Interest Rate Protection Agreement" and "Recovery Event".
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(e) Addition of Definitions. The definitions of the following terms
shall be added to subsection 1.1 of the Credit Agreement, in correct
alphabetical order.
"'Available Reinvested Asset Sale Amounts' shall mean the
Net Cash Proceeds from Asset Sales involving sports franchises or
entertainment operations which are received by the Borrower or any of
its Subsidiaries in connection therewith.
"'Second Amendment' shall mean the Second Amendment, dated
as of December 10, 1997, among the parties to this Agreement, as
amended, modified or supplemented from time to time."
"'Second Amendment Effective Date' shall mean the date of
effectiveness of the Second Amendment."
"'Material Sale' shall mean any sale or disposition of all
or a material portion of the business or assets constituting the New
York Knickerbockers Basketball Club, the New York Rangers Hockey Club,
the MSG Network or the building constituting Madison Square Garden
(including, without limitation the Theater at Madison Square Garden),
or any successor to any of the foregoing."
"'Regional MSG' mean Regional MSG Holdings, L.L.C., a
Delaware limited liability company."
"'Reinvestment Termination Date' shall mean, with respect to
any Available Reinvested Asset Sale Amounts, the date occurring
eighteen months after the event which resulted in the receipt of such
Available Reinvested Asset Sale Amounts."
2. Replacement of Schedule 1.1. Schedule 1.1 to the Credit
Agreement is hereby amended by deleting such schedule in its entirety and
substituting in lieu thereof the new Schedule 1.1 attached hereto.
3. Replacement of Annex A. Annex A to the Credit Agreement is
hereby amended by deleting such annex in its entirety and substituting in lieu
thereof the new Annex A attached hereto.
4. Amendment to Subsection 2.6(e). Subsection 2.6(e) of the Credit
Agreement is hereby amended by deleting from such subsection the text commencing
with (and including) the words "and/or (iii)" in the seventh line until (but
excluding) the period at the end of such subsection.
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5. Amendment to Subsection 2.7(a). Subsection 2.7(a) of the Credit
Agreement is hereby amended by deleting the number "0.375%" in the fourth line
and substituting thereof the number "0.25%".
6. Amendment to Subsection 2.10. Subsection 2.10 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting the following: "2.10 [INTENTIONALLY LEFT BLANK]."
7. Amendment to Subsection 2.12. Subsection 2.12 of the Credit
Agreement is hereby amended by deleting the word "six" in the eighth line and
substituting the word "ten".
8. Amendment to Subsection 4.7. Subsection 4.7 of the Credit
Agreement is hereby amended by inserting immediately at the end of paragraph (a)
thereof and prior to the period the following: "(including, without limitation,
for the payment of Restricted Payments to the extent and in the amounts
permitted by the terms of this Agreement)".
9. Amendment to Subsection 4.18. Subsection 4.18 of the Credit
Agreement is hereby amended by deleting the second sentence thereof in its
entirety.
10. Amendment to Subsection 5.1(h). Clause (iv) of subsection 5.1(h)
of the Credit Agreement is hereby amended by deleting the second parenthetical
clause therein in its entirety.
11. Amendment to Subsection 6.9. Subsection 6.9 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following: "6.9 [INTENTIONALLY LEFT BLANK]."
12. Amendment to Subsection 7.1. Subsection 7.1 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"7.1 Financial Condition Covenants.
(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio for any Test Period to exceed 4.25:1.
(b) Interest Coverage Ratio. At any time, permit the
Interest Coverage Ratio for any Test Period to be less than 2.50:1;
provided, however, that in calculating the Interest Coverage Ratio for
each of the Test Periods ending December 31, 1997, March 31, 1998,
June 30, 1998 and September 30, 1998, Consolidated Interest Expense
shall be determined by annualizing the amount of Consolidated Interest
Expense since the Second Amendment Effective Date to the end of such
Test Period."
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13. Amendment to Subsection 7.2. Subsection 7.2 of the Credit
Agreement is hereby amended by (a) deleting the amount "$25,000,000" in
paragraph (c) thereof and substituting the amount "$50,000,000" and (b) deleting
the amount "$39,000,000" in paragraph (k) thereof and substituting the amount
"$100,000,000".
14. Amendment to Subsection 7.5. Subsection 7.5 of the Credit
Agreement is hereby amended by (a) deleting the words "with the proceeds of a
cash contribution to the Borrower by Cablevision or Rainbow" in paragraph (c)
thereof, (b) deleting the word "and" at the end of paragraph (q) thereof,
(c) deleting the period at the end of paragraph (r) thereof and substituting the
text "; and" and (d) adding thereto the following new paragraph (s):
"(s) any Asset Sale other than a Material Sale; provided,
that (i) no Default or Event of Default shall have occurred and
be continuing prior to or as a result of such Asset Sale and (ii)
the Borrower shall be in pro forma compliance with subsection 7.1
both before and after giving effect to such Asset Sale and if
such Asset Sale is for aggregate consideration in excess of
$10,000,000, the Borrower shall prior to consummating such Asset
Sale provide evidence reasonably satisfactory to the
Administrative Agent demonstrating such pro forma compliance."
15. Amendment to Subsection 7.6. Subsection 7.6 of the Credit
Agreement is hereby amended by deleting the amount "$15,000,000" and
substituting the amount "$50,000,000".
16. Amendment to Subsection 7.7. Subsection 7.7 of the Credit
Agreement is hereby amended by (a) deleting the word "and" at the end of
paragraph (f) thereof, (b) deleting the period at the end of paragraph (g)
thereof and substituting a semi-colon and (c) adding thereto the following new
paragraphs (h) and (i):
"(h) the Borrower may from time to time make Restricted Payments
to its Partners in an amount up to the Available Restricted Payment
Amount (as defined below) at such time, provided, that no Default or
Event of Default shall have occurred and be continuing (both before
and after giving effect to any such Restricted Payment) and the
Borrower shall have delivered to the Administrative Agent an officers'
certificate to such effect together with accompanying calculations of
Excess Cash Flow for the immediately preceding fiscal quarter. For
purposes of this paragraph (h), "Available Restricted Payment Amount"
shall mean, at any time of determination during any fiscal quarter
(the "Current Quarter"), an amount equal to (A) the Excess Cash Flow
(whether positive or negative) for the period of four consecutive
fiscal quarters ending on the last day of the fiscal quarter
immediately preceding the Current Quarter, as adjusted, in the case of
any Current Quarter ending on or prior to December 31, 1998, to give
pro forma effect to the repayment of the Term Loans made on the Second
Amendment Effective Date, and as adjusted to include in the Available
Restricted
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Payment Amount the amount of the "upfront" fees (it being understood
that this shall not include any commitment or "ticking" fees) paid to
the Lenders in connection with their original commitments under the
Credit Agreement, plus (B) the aggregate amount of any payments,
investments or contributions already made during the Current Quarter
to or in the Borrower by any Partner which is not required to be
repaid by any Credit Party and which is not in consideration for the
provision of goods or services by any Credit Party and, minus (C) the
aggregate amount of Restricted Payments made in the Current Quarter
and in the three fiscal quarters immediately preceding the Current
Quarter; provided, that to the extent that Restricted Payments made by
the Borrower during the Current Quarter pursuant to this paragraph (h)
are less than the amount permitted to be made for such Current Quarter
(taking into account any increase in the amount permitted during such
Current Quarter as a result of this proviso) the amount of such
difference may be carried forward to the immediately succeeding
Current Quarter and utilized to make Restricted Payments in excess of
the amount otherwise permitted for such immediately succeeding Current
Quarter pursuant to this clause (h); and
(i) in addition to the foregoing exceptions to this Section 7.7,
the Borrower may make in any fiscal quarter Restricted Payments to its
Partners so long as (i) both before and after making any such
Restricted Payment, the Consolidated Leverage Ratio shall be less than
or equal to 3.00 to 1.00, (ii) the Borrower provides a certificate to
the Administrative Agent demonstrating pro forma compliance with
subsection 7.1 both before and after making such Restricted Payment
and (iii) no Default or Event of Default shall have occurred and be
continuing (both before and after giving effect to any such Restricted
Payment) and the Borrower shall have delivered to the Administrative
Agent an officers' certificate to such effect, together with all other
financial information as the Administrative Agent may reasonably
request.".
17. Amendment to Subsection 7.8. Subsection 7.8 of the Credit
Agreement is hereby amended by deleting the table at the end of paragraph (a)
thereof and substituting the following:
Fiscal Year Ending Amount
------------------ ------
December 31, 1997 $30,000,000
December 31, 1998 40,000,000
December 31, 1999 40,000,000
December 31, 2000 30,000,000
December 31, 2001 25,000,000
and each December 31 thereafter
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18. Amendment to Subsection 7.9. Subsection 7.9 of the Credit
Agreement is hereby amended by (a) (i) deleting the word "and" in the fourth
line of paragraph (d) thereof and substituting a comma and (ii) inserting
immediately after the word "coaches" in the fourth line of paragraph (d) thereof
the words "and programming talent", (b) deleting the amount "$32,500,000" in
paragraph (j) thereof and substituting the amount "$50,000,000", (c) deleting
the word "and" at the end of paragraph (q) thereof, (d) deleting the period at
the end of paragraph (r) thereof and substituting the text "; and" and
(e) adding thereto the following new paragraph (s):
"(s) any other investment, capital contribution or purchase;
provided that the aggregate purchase price of all investments,
capital contributions and purchases effected under this paragraph
(s) since the Second Amendment Effective Date, after giving
effect to such investment, capital contribution or purchase, does
not exceed $25,000,000; provided, further, that the foregoing
amount shall be increased (i) to up to $50,000,000 to the extent
of any equity contributions made to the Borrower to finance any
such investment, capital contribution or purchase and (ii) by the
Available Reinvested Asset Sale Amounts which are reinvested by
the Reinvestment Termination Date to make an investment, capital
contribution or purchase (not constituting a Permitted
Acquisition) in other sports franchises or entertainment
operations, provided, that the increase described in this clause
(ii) shall not exceed $75,000,000 less any increases in the
amount of Permitted Acquisitions made hereunder pursuant to
subsection 7.15(a)(ii)."
19. Amendment to Subsection 7.10. Subsection 7.10 of the Credit
Agreement is hereby amended by deleting the word such subsection in its entirety
and submitting in lieu thereof the following: "7.10 [INTENTIONALLY LEFT
BLANK]."
20. Amendment to Subsection 7.11. Subsection 7.11 of the Credit
Agreement is hereby amended by inserting after the text "the transaction
contemplated by subsection 7.5(c)" in the seventeenth line the following:
"and other payments or contributions of capital (whether in cash or
property) to the Borrower by any Partner and any corresponding
amendment or change to or modification of Schedule II of the
Partnership Agreement".
21. Amendment to Subsection 7.15. Subsection 7.15 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting the following:
"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
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are engaged on the date of this Agreement 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 sports franchises or other entertainment
operations (each, a "Permitted Acquisition") so long as the aggregate
consideration (cash or otherwise) payable by the Borrower for all such
Permitted Acquisitions shall not exceed $150,000,000; provided,
further, that the foregoing amount shall be increased (i) to up to
$250,000,000 to the extent of any equity contributions made to the
Borrower to finance any such Permitted Acquisition and (ii) by the
Available Reinvested Asset Sale Amounts which are reinvested by the
Reinvestment Termination Date to finance any such Permitted
Acquisition, provided, that the increase described in this clause (ii)
shall not exceed $75,000,000 less any increases in the amount of
investments, capital contributions or purchases made hereunder
pursuant to subsection 7.9(s)(ii)."
(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."
22. Amendment to Subsection 7.16. Subsection 7.16 of the Credit
Agreement is hereby amended by inserting immediately prior to the period at the
end thereof with the following:
", provided, however, that the foregoing shall not apply to any
amendment or change to or modification of Schedule II to the
Partnership Agreement."
23. Amendment to Section 9. Section 9 of the Credit Agreement is
hereby amended by adding thereto the following new subsection 9.10:
"9.10 Authorization to Release Liens. The Administrative
Agent is hereby irrevocably authorized by each of the Lenders to, and
shall, release any Lien created or arising pursuant to any Security
Document covering any Collateral of the Borrower or any of its
Subsidiaries that is the subject of an Asset Sale or any sale of
equipment which is permitted by this Agreement or which has been
consented to in accordance with subsection 10.1."
24. Waiver. The Lenders hereby waive any Default or Event of Default
which may have occurred prior to the date hereof resulting solely from the
failure of the Borrower to purchase interest rate protection pursuant to and as
described in subsection 6.9 of the Credit Agreement (prior to giving effect to
this Second Amendment).
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25. Effectiveness. The amendments provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:
(a) The Administrative Agent shall have received counterparts of this
Second Amendment, duly executed and delivered by the Borrower and each of
the other parties hereto.
(b) Each Lender which so requests shall have received a new Revolving
Credit Note in exchange for its existing Revolving Credit Note, if any,
which shall be in the aggregate principal amount of such Lender's Revolving
Credit Commitment after giving effect to this Second Amendment.
(c) The Administrative Agent shall have received from the Borrower a
copy of the resolutions of the Borrower, certified by the Secretary of the
general partner of the Borrower, authorizing (i) the execution, delivery
and performance of this Second Amendment and (ii) the borrowings
contemplated hereunder, which certificate shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall state that
the resolutions thereby certified have not been amended, modified, revoked
or rescinded.
(d) The Administrative Agent shall have received a certificate of the
Borrower, dated the date hereof, as to the incumbency and signature of the
partners or officers of the Borrower executing this Second Amendment
reasonably satisfactory in form and substance to the Administrative Agent.
(e) The Term Loans of all the Lenders shall have been paid in full,
together with all accrued interest, fees and other amounts thereon.
(f) The Administrative Agent shall have received a certificate from an
officer of the General Partner stating that all 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 this Second
Amendment 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 Credit Agreement as amended by this Second
Amendment.
(g) The Administrative Agent shall have received the executed legal
opinions of (i) Xxxxxxxx & Xxxxxxxx, special counsel to the Borrower and
(ii) Xxxxxxx Xxxxx, Executive Vice President, Business Affairs, and General
Counsel to the Borrower, each of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.
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(h) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Second Amendment shall be satisfactory in form and
substance to the Administrative Agent.
26. 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 Second
Amendment and to the Credit Agreement as amended by this Second Amendment.
27. Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Credit Documents are and shall remain in full force and
effect. The amendments contained herein shall not constitute an amendment or
waiver of any other provision of the Credit Agreement or the other Credit
Documents or for any purpose except as expressly set forth herein.
28. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this Second
Amendment.
29. Releases. On the Effective Date, if so requested by the Borrower,
(i) each Lender to which the Borrower has delivered a Term Note shall release
and return the same to the Borrower (or provide an appropriate indemnity), and
(ii) the Administrative Agent shall release and deliver to the Borrower one or
more mortgages included in the MSG Mortgage in the aggregate principal amount of
$350,000,000.
30. Counterparts. This Second 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.
31. GOVERNING LAW. THIS SECOND 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 Second 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:
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BANKERS TRUST COMPANY
By:___________________________________
Title:
BANK OF MONTREAL, CHICAGO 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:
00
XXX XXXXXXXX XXXX, XXXXXXX, XXX
XXXX BRANCH
By:___________________________________
Title:
FLEET BANK, N.A.
By:___________________________________
Title:
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:
WAIVER
Waiver, dated as of December 4, 1997 (this "Waiver"), to the Credit
Agreement, dated as of June 6, 1997 (as amended by the First Amendment, dated
as of November 5, 1997, and as may be further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among MADISON
SQUARE GARDEN, L.P., a Delaware limited partnership (the "Borrower"), the
several lenders from time to time parties thereto (the "Lenders"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for
the Lenders thereunder (in such capacity, the "Administrative Agent"),
TORONTO DOMINION (NEW YORK), INC., as documentation agent for the Lenders
thereunder and THE BANK OF NOVA SCOTIA, as syndication agent for the Lenders
thereunder.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain Loans to the Borrower; and
WHEREAS, the Borrower is contemplating an acquisition of certain
entertainment operations utilizing Radio City Music Hall, which acquisition
would currently not be permitted under the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders waive and the
Lenders have agreed to waive, upon the terms and subject to the conditions
set forth below, any default or event of default that would otherwise occur
as a result of such acquisition;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. As used herein, terms defined in this Waiver
or in the Credit Agreement are used herein as so defined.
2. Waiver. The Lenders hereby waive any Default or Event of
Default that would otherwise occur as a result of the direct or indirect
acquisition (the "Acquisition") by the Borrower from the Rockefeller Group
Inc. of the entertainment operations which comprise Radio City Productions;
provided, that the aggregate consideration payable by the Borrower for the
Acquisition shall not exceed $75,000,000; and provided, further, that within
45 days of the Effective Date (as defined below) the parties hereto shall
and, if necessary, shall cause their Subsidiaries to, enter into amendments,
joinders and other appropriate modifications to the Credit Documents in
connection with the Acquisition to, among other things, ensure to the
reasonable satisfaction of the Administrative Agent that the Borrower
provides to the Administrative Agent, for the benefit of the Lenders, a
security interest in any assets it acquires as a result of the Acquisition
and that all entities which become Subsidiaries of the Borrower as a result
of the Acquisition become parties to the appropriate Security Documents.
2
3. Effectiveness. The waivers provided for herein shall become
effective on the date (the "Effective Date") of satisfaction of the following
condition precedent:
(a) The Administrative Agent shall have received counterparts of this
Waiver, 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 Waiver.
(c) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Waiver shall be satisfactory in form and substance to
the Administrative Agent.
4. Representations and Warranties. After giving effect to the
waivers 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 (other than, solely with respect to the
Default or Event of Default which is the subject of this Waiver, the
representation and warranty that no Default or Event of Default has occurred
and is continuing); provided that each reference in such Section 4 to "this
Agreement" shall be deemed to be a reference both to this Waiver and to the
Credit Agreement as modified by this Waiver.
5. Continuing Effect; No Other Waivers or Amendments. Except as
expressly stated herein, 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 waivers contained herein shall not constitute a waiver or
amendment of any other provision of the Credit Agreement or the other Credit
Documents or for any purpose except as expressly set forth herein.
6. No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date after giving effect to this Waiver.
7. Counterparts. This Waiver may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
8. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3
IN WITNESS WHEREOF, the parties have caused this Waiver 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:
0
XXXXX XXXX XX XXXXXX
By:____________________________________
Title:
CORESTATES BANK, N.A.
By:____________________________________
Title:
THE SAKURA BANK, LIMITED
By:____________________________________
Title:
BANKERS TRUST COMPANY
By:____________________________________
Title:
BANK OF MONTREAL, CHICAGO BRANCH
By:____________________________________
Title:
BANKBOSTON, N.A.
By:____________________________________
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By:____________________________________
Title:
0
XXX XXXX XX XXXX XXXXXX
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:
6
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:
