Exhibit 10.29
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of November 13, 2001 (this "FIFTH
AMENDMENT"), to the Credit Agreement, dated as of June 6, 1997 (as amended by
the First Amendment dated as of November 5, 1997, the Second Amendment dated as
of December 10, 1997, the Third Amendment dated as of July 28, 1999, and the
Fourth Amendment dated as of September 4, 2001, 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 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, 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 Fifth
Amendment or in the Credit Agreement are used herein as so defined.
2. AMENDMENT TO SUBSECTION 1.1 Subsection 1.1 of the Credit
Agreement is hereby amended by adding the following proviso at
the end of the definition of "Consolidated EBITDA" contained
therein:
"; PROVIDED that for purposes of calculating Consolidated EBITDA
in respect of subsections 7.1(a) and 7.1(b) (and not in respect
of the Pricing Grid) for the Test Periods ending September 30,
2001, December 31, 2001, March 30, 2002 and June 30, 2002 the
following items shall be excluded: (A) a payment in an amount not
to exceed $37,100,000 in connection with the termination of the
contract of Xxxxx Xxxxxxx (a former member of the New York
Knicks), (B) a payment in an amount not to exceed $11,800,000 in
connection with the termination of the contract of Xxx Xxxxxxx (a
former member of the New York Knicks) and (C) a
payment in the amount of approximately $27,000,000 from the New
York YankeeNets in settlement of a broadcast rights dispute."
3. EFFECTIVENESS The amendments provided for herein shall become
effective on the date (the "EFFECTIVE Date") of satisfaction of the following
conditions precedent:
(a) The Administrative Agent shall have received counterparts of this
Fifth Amendment, duly executed and delivered by the Borrower and each of
the other parties hereto; and
(b) All limited partnership and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Fifth Amendment shall be satisfactory in form and
substance to the Administrative Agent.
4. 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 Fifth
Amendment and to the Credit Agreement as amended by this Fifth Amendment.
5. 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.
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 Fifth
Amendment.
7. COUNTERPARTS This Fifth 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.
8. GOVERNING LAW THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties have caused this Fifth 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:
GENERAL ELECTRIC CAPITAL SERVICES
By:
-------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
-------------------------------------
Title:
ROYAL BANK OF CANADA
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:
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:
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:
TORONTO DOMINION (NEW YORK), INC.
By:
-------------------------------------
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-------------------------------------
Title:
FIRST UNION NATIONAL BANK
By:
-------------------------------------
Title:
NATEXIS BANQUES POPULAIRES
By:
-------------------------------------
Title: