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FIRST AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
and
SECOND AMENDMENT
TO THE CREDIT SUPPORT AGREEMENTS
Dated as of May 10, 2001
among
BOSTON CELTICS LIMITED PARTNERSHIP,
as Borrower and as a Credit Support Affiliate,
BOSTON CELTICS LIMITED PARTNERSHIP II,
as Borrower,
BCCLP HOLDING CORPORATION,
as a Credit Support Affiliate,
CELTICS LIMITED PARTNERSHIP,
as a Credit Support Affiliate,
CELTICS BASKETBALL HOLDINGS, L.P.,
as a Credit Support Affiliate,
and
CELTICS PRIDE, G.P.,
as a Credit Support Affiliate,
and
THE ROYAL BANK OF SCOTLAND, plc,
as the Existing Lender,
THE OTHER LENDERS PARTIES THERETO,
and
CITIZENS BANK OF MASSACHUSETTS,
as Agent for the Lenders
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FIRST AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
and
SECOND AMENDMENT
TO THE CREDIT SUPPORT AGREEMENTS
This FIRST AMENDMENT to the AMENDED AND RESTATED CREDIT AGREEMENT and
SECOND AMENDMENT to each of the CREDIT SUPPORT AGREEMENTS (this
"Amendment") is entered into as of May 10, 2001 by and among BOSTON CELTICS
LIMITED PARTNERSHIP, a Delaware limited partnership ("BCLP" and, in its
capacity as a Borrower, the "New Borrower"), BOSTON CELTICS LIMITED
PARTNERSHIP II, a Delaware limited partnership ("BCLP II" or the "Existing
Borrower" and together with BCLP, the "Borrowers"), BCCLP HOLDING
CORPORATION, a Delaware corporation ("BCCLP"), CELTICS LIMITED PARTNERSHIP,
a Delaware limited partnership ("CLP"), CELTICS BASKETBALL HOLDINGS, L.P.,
a Delaware limited partnership ("CBHLP"), CELTICS PRIDE, G.P., a Delaware
general partnership ("CP", and, together with BCCLP, CLP, CBHLP and BCLP in
its capacity as a Credit Support Affiliate pursuant to the BCLP Credit
Support Agreement, the "Credit Support Affiliates"), THE ROYAL BANK OF
SCOTLAND, plc (the "Existing Lender"), the other lenders to the Credit
Agreement (as defined below) from time to time (together, with the Existing
Lender, the "Lenders"), and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts
Bank, as agent for the Lenders (together, with its successors and assigns
hereunder, the "Agent").
Recitals
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The Borrowers, the Lenders and the Agent are parties to an Amended and
Restated Credit Agreement dated as of October 31, 2000 (as amended,
supplemented or otherwise modified from time to time in accordance with its
terms, the "Credit Agreement"). BCLP and the Agent are parties to the
Credit Support Agreement dated as of June 30, 1998, as amended by the
Consent and Agreement dated as of October 31, 2000 (as further amended,
supplemented or otherwise modified from time to time, the "BCLP Credit
Support Agreement"). BCCLP and the Agent are parties to the Credit Support
Agreement dated as of May 20, 1998, as amended by the Consent and Agreement
dated October 31, 2000 (as further amended, supplemented or otherwise
modified from time to time, the "BCCLP Credit Support Agreement"). CLP and
the Agent are parties to the Credit Support Agreement dated as of June 30,
1998, as amended by the Consent and Agreement dated October 31, 2000 (as
further amended, supplemented or otherwise modified from time to time, the
"CLP Credit Support Agreement"). CBHLP and the Agent are parties to the
Credit Support Agreement dated as of June 30, 1998, as amended by the
Consent and Agreement dated October 31, 2000 (as further amended,
supplemented or otherwise modified from time to time, the "CBHLP Credit
Support Agreement"). CP and the Agent are parties to the Credit Support
Agreement dated as of June 30, 1998, as amended by the Consent and
Agreement dated October 31, 2000 (as further amended, supplemented or
otherwise modified from time to time, the "CP Support Agreement", and,
together with the BCCLP Credit Support Agreement, the BCLP Credit Support
Agreement, the CLP Credit Support Agreement and the CBHLP Credit Support
Agreement, the "Credit Support Agreements"). The New Borrower has prepaid
in full the full amount of the New Borrower Note in accordance with Article
IV of the Credit Agreement and requested that the Lenders and the Agent
release the New Borrower pursuant to the terms and conditions of Section
4.8 of the Credit Agreement. The Existing Borrower desires to amend the
Credit Agreement in certain respects. The Lenders and the Agent are
willing to release the New Borrower and to amend the Credit Agreement, in
each case, on the terms and conditions set forth herein. All capitalized
terms used herein and not otherwise defined herein shall have the meanings
set forth in the Credit Agreement.
NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:
SECTION 1. New Borrower Release. (a) The Lenders and the
Agent hereby acknowledge (i) the payment in full of the New Borrower
Note on December 18, 2000 (which payment of $20,900,000 was preceded
by a payment of $29,100,000 on December 15, 2000) and (ii) the
delivery of a Compliance Certificate of the Existing Borrower on or
about February 2, 2001 (which certificate was delivered pursuant to
Section 6.2 of the Credit Agreement), which delivery of such
Compliance Certificate is and shall be deemed to be satisfaction of
Section 4.8(a)(ii)(A).
(b) The Existing Borrower hereby represents and warrants as
of the date hereof that before and after giving effect to the New
Borrower Release, the representations of the Existing Borrower are
true and correct and no Default or Event of Default has occurred and
is continuing.
(c) The Agent and the Lenders hereby release as of February
2, 2001 the New Borrower from its agreements, covenants, rights and
obligations under the Credit Agreement and under the New Borrower
Note and terminate the revolving credit facility made available to
the New Borrower under the Credit Agreement; provided, however, that
the New Borrower is not, and shall not be deemed to be, released from
its obligations (as a Borrower or otherwise), and nor shall the New
Borrower's rights be terminated, under Section 14.5 of the Credit
Agreement for any cost or expense, or any damages, losses, settlement
payments, obligations, liabilities and claims, or any indemnity
therefor, arising thereunder, under any other Lender Agreements or
under the New Borrower Note, or in connection therewith, with any
other Lender Agreement, or with the New Borrower Note, prior to the
New Borrower Release Date; provided further, however, that the New
Borrower Release is not, shall not be deemed to be, a release of BCLP
in its capacity as a Credit Support Affiliate or otherwise as a Loan
Party (other than in its capacity as a Borrower), nor is any other
Loan Party released, or deemed to be released, from its obligations
under any Lender Agreement to which such Loan Party is party (such
release of the New Borrower, the "New Borrower Release"). The New
Borrower Release Date is, and shall be deemed to be, February 2,
2001.
SECTION 2. Amendments to the Credit Agreement. (a)
Section 4.8 of the Credit Agreement is hereby amended to (i) delete
from clause (a) thereof the parenthetical "(such release, the "New
Borrower Release"; and the later date to occur of such payment and
the satisfaction of the following conditions precedent, the "New
Borrower Release Date")" and (ii) to add a new clause (c) to such
Section 4.8, which clause (c) shall read as follows:
"(c) For the purposes of this Credit Agreement and the
other Lender Agreements, (i) the term "New Borrower Release"
shall have the meaning set forth in Section 1 of the First
Amendment to the Credit Agreement and Second Amendment to the
Credit Support Agreements dated as of May __, 2001 among the
Existing Borrower, BCLP and the other Credit Support
Affiliates, the Lenders and the Agent and (ii) the term "New
Borrower Release Date" shall mean February 2, 2001.".
(b) Section 9.3 of the Credit Agreement is hereby amended to
delete the phrase "Have outstanding or hold or acquire or make or
commit itself to acquire or make any Investment except the
following:" at the beginning thereof and to substitute therefor the
phrase "If, and for so long as, an Event of Default under Section
10.1(a) or 10.1(b) hereof has occurred and is continuing, have
outstanding or hold or acquire or make or commit itself to acquire or
make any Investment, except the following:".
SECTION 3. Amendments to the Credit Support Agreements. (a)
Section 4.3 of the BCLP Credit Support Agreement is hereby amended to
delete therefrom the phrase "Have outstanding or hold or acquire or
make or commit itself to acquire or make any Investment" and to
substitute therefor the new phrase "If, and for so long as an Event
of Default under Section 5.1 of this Agreement or an "Event of
Default" (as defined in the Credit Agreement) under Section 10.1(a)
or 10.1(b) of the Credit Agreement has occurred and is continuing,
have outstanding or hold or acquire or make or commit itself to
acquire or make any Investment".
(b) Section 4.8 of each Credit Support Agreement is hereby
amended to delete in its entirety clause (b)(ii) from each such
Section 4.8 and to substitute therefor the new clause (b)(ii), which
clause (b)(ii) shall read as follows:
"(ii) with the express prior consent of the Agent, to the
extent necessary for the Existing Borrower to pay interest and
principal due and payable on the 1998 Subordinated
Debentures.".
SECTION 5. Representations and Warranties; No Default. Each
of BCLP and the Existing Borrower hereby confirms with respect to
itself to the Lenders and the Agent, the representations and
warranties of the Borrowers set forth in Article 5 of the Credit
Agreement are true and correct as of the date hereof as if set forth
herein in full. Each Credit Support Affiliate confirms,
respectively, to the Lenders and the Agent that the representations
and warranties made by such Credit Support Affiliate in its
respective Credit Support Agreement are true and correct as of the
date hereof, as if set forth herein in full and that no Event of
Default (as defined in the applicable Credit Support Agreement) has
occurred and is continuing thereunder. The Existing Borrower hereby
certifies that no Default or Event of Default under the Credit
Agreement has occurred and is continuing.
SECTION 5. Miscellaneous. The Borrowers, jointly and
severally, agree to pay on demand the Agent's reasonable expenses in
preparing, executing and delivering this Amendment, and all related
instruments and documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of the Agent's special
counsel, Goodwin Procter LLP. This Amendment shall be a Lender
Agreement 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 Borrowers, the Lenders and the Agent have
caused this Amendment to be executed by their duly authorized officers as
of the date first set forth above.
BOSTON CELTICS LIMITED PARTNERSHIP
II, as the Existing Borrower
By: BCLP II GP, Inc., its General
Partner
By: /s/ Richard G. Pond
-------------------------------
Name: Richard G. Pond
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
BOSTON CELTICS LIMITED PARTNERSHIP,
as the New Borrower and in its
capacity as a Credit Support
Affiliate under the BCLP Credit
Support Agreement referred to above
By: BCLP GP, Inc., its General
Partner
By: /s/ Richard G. Pond
Name: Richard G. Pond
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
BCCLP HOLDING CORPORATION
By: /s/ Richard G. Pond
-------------------------------
Name: Richard Pond
Title: Chief Financial Officer
CELTICS LIMITED PARTNERSHIP
By: Boston Celtics Corporation, Its
General Partner
By: /s/ Richard G. Pond
-------------------------------
Name: Richard Pond
Title: Chief Financial Officer
CELTICS BASKETBALL HOLDINGS, L.P.
By: Boston Celtics Corporation, Its
General Partner
By: /s/ Richard G. Pond
-------------------------------
Name: Richard Pond
Title: Chief Financial Officer
CELTICS PRIDE, G.P.
By: /s/ Richard G. Pond
-------------------------------
Name: Richard Pond
Title: Chief Financial Officer
CITIZENS BANK OF MASSACHUSETTS,
as Agent
By: /s/ Lori B. Leeth
-------------------------------
Name: Lori B. Leeth
Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND, plc, as
Existing Lender
By: /s/ _Jayne Seaford
Name: Jayne Seaford
Title: Vice President
6
LIBC/1112054.5
LIBC/1112054.5