EXHIBIT 10.28
EXECUTION COPY
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of September 4, 2001 (this "FOURTH
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 and the Third Amendment dated as of July 28, 1999 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 Fourth
Amendment or in the Credit Agreement are used herein as so defined.
2. 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
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December 31, 2001 $70,000,000
December 31, 2002 $25,000,000
and each December 31 thereafter
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
Fourth 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 Fourth 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 Fourth
Amendment and to the
Credit Agreement as amended by this Fourth 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 Fourth
Amendment.
7. COUNTERPARTS This Fourth 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 FOURTH 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 Fourth 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:
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Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By:
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Title:
GENERAL ELECTRIC CAPITAL SERVICES
By:
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED,
NEW YORK BRANCH
By:
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Title:
ROYAL BANK OF CANADA
By:
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Title:
BANKERS TRUST COMPANY
By:
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Title:
BANK OF MONTREAL, CHICAGO BRANCH
By:
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Title:
BANKBOSTON, N.A.
By:
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Title:
THE FUJI BANK, LIMITED,
NEW YORK
BRANCH
By:
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Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
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Title:
SOCIETE GENERALE,
NEW YORK BRANCH
By:
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Title:
PNC BANK, NATIONAL ASSOCIATION
By:
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Title:
NATIONSBANK OF TEXAS, N.A.
By:
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Title:
BARCLAYS BANK PLC
By:
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Title:
FLEET BANK, N.A.
By:
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Title:
CREDIT LYONNAIS
NEW YORK BRANCH
By:
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Title:
THE BANK OF
NEW YORK
By:
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Title:
BANQUE PARIBAS
By:
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Title:
By:
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Title:
TORONTO DOMINION (
NEW YORK), INC.
By:
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Title:
UNION BANK OF CALIFORNIA, N.A.
By:
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Title:
FIRST UNION NATIONAL BANK
By:
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Title:
NATEXIS BANQUES POPULAIRES
By:
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Title:
