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AMENDMENT
Dated as of May 10, 2001
TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
between
CELTICS CAPITAL CORPORATION
and
CITIZENS BANK OF MASSACHUSETTS,
as Agent for the Lenders
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AMENDMENT TO THE AMENDED
AND RESTATED PLEDGE AND SECURITY AGREEMENT
This AMENDMENT TO THE AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT (this "Amendment") is entered into as of May 10, 2001 by and
between CELTICS CAPITAL CORPORATION, a Delaware corporation ("CCC"), and
CITIZENS BANK OF MASSACHUSETTS, a Massachusetts Bank, as agent for the
lenders parties to the Credit Agreement referred to below (together, with
its successors and assigns under the CCC Pledge Agreement (as such term is
defined below, the "Agent").
Recitals
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The Boston Celtics Limited Partnership ("BCLP") and Boston Celtics
Limited Partnership II ("BCLP II" or the "Existing Borrower"), the Lenders
(as defined therein) 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"). CCC and the Agent are parties to the Amended and
Restated Pledge and Security Agreement dated as of March 5, 1999, as
amended by the Consent and Agreement dated as of October 31, 2000 (as
further amended, supplemented or modified from time to time in accordance
with its terms, the "CCC Pledge Agreement"). All capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed
thereto in the CCC Pledge Agreement. CCC desires to amend, and the Agent
is willing to amend on the terms and conditions set forth herein, certain
provisions of the CCC Pledge Agreement.
NOW, THEREFORE, CCC and the Agent hereby agree as follows:
SECTION 1. Amendments to the CCC Pledge Agreement. (a)
Section 4.2 of the CCC Pledge Agreement is hereby amended and
restated in its entirety to read as follows:
"CCC shall not sell, lease or otherwise dispose of any
item of the Collateral except:
(a) to collect the Chase Loan Participations in
accordance with their terms and credited to the Chase
Collection Account;
(b) so long as no Default has occurred, to make
withdrawals from the Chase Collection Account to purchase
Chase Loan Participations in accordance with the terms of
the Chase Participation Agreement; and
(c) to (i) make Distributions and intercompany
loans to BCLP, provided that any such intercompany loan
shall be evidenced by a promissory note and subject to a
subordination agreement among CCC, BCLP (and/or any other
payor thereof) and the Agent, in each case on terms and
conditions reasonably satisfactory to the Secured Party,
and (ii) make intercompany loans to the Existing
Borrower, provided that any such intercompany loan shall
be evidenced by a promissory note and subject to a
subordination agreement among CCC, the Existing Borrower
(and/or any other payor thereof) and the Agent, on terms
and conditions reasonably satisfactory to the Secured
Party, and, in the case of each of clauses (i) and (ii)
so long as the quotient of (A) the amount of outstanding
Lender Obligations, divided by (B) the principal amount
of the Chase Loan Participations plus the amount of cash
and cash equivalents in or credited to the Chase
Collection Account, is less than 0.80, and, in each case
(except where the proceeds of such Distribution or
intercompany loan shall be used for the payment of taxes
then due and owing by a Borrower) no Event of Default
shall have occurred and be continuing;
provided, in each case, that CCC shall not use the
Collateral in violation of any law."
(b) Section 5.8 of the CCC Pledge Agreement is hereby
amended and restated in its entirety to read as follows:
"Distributions. Make any Distribution or make any other
payment on account of the purchase, acquisition, redemption, or
other retirement of any shares of stock, whether now or
hereafter outstanding, except that CCC may make (a)
Distributions for the purpose of providing funds to either of
the Borrowers to make payments due on the Lender Obligations
and to pay taxes due with respect to such Distributions, (b)
Distributions to BCCLP for the purpose of payment of income
taxes by BCCLP and (c) Distributions to BCLP expressly
permitted under Section 4.2 above."
SECTION 2. Representations and Warranties; No Default. CCC
hereby represents and warrants to each of the Agent and the Lenders:
(a) the representations and warranties in the CCC Pledge Agreement
are true and correct as if made on and as of the date hereof; (b)
before and after giving effect to this Amendment, no Event of Default
has occurred and is continuing; (c) the CCC Pledge Agreement is the
valid and binding agreement of, and enforceable against, CCC in
accordance with its terms as amended by this Amendment, except as the
enforceability thereof may be subject to bankruptcy, insolvency,
moratorium and other laws affecting the rights and remedies of
creditors and secured parties and to the exercise of judicial
discretion in accordance with general equitable principles; and (d)
before and after giving effect to this Amendment and transactions
contemplated by this Amendment, the security interest created in the
Collateral is and shall be in full force and effect and constitutes
and shall constitute a first priority security interest in such
Collateral, securing the payment and performance of the Lenders
Obligations in accordance with the terms of the CCC Pledge Agreement.
SECTION 3. Miscellaneous. CCC hereby agrees to pay on
demand the Agent's reasonable expenses in preparing, executing and
delivering this Amendment to the CCC Pledge Agreement, 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 governed by
and construed and enforced under the laws of The Commonwealth of
Massachusetts.
[Signature Page to Follow]
IN WITNESS WHEREOF, each of CCC and the Agent have caused this
Amendment to the CCC Pledge Agreement to be executed by their duly
authorized officers as of the date first set forth above.
CELTICS CAPITAL CORPORATION
By: /s/ Richard G. Pond
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Name: Richard G. Pond
Title: Executive Vice
President, Chief Operating Officer
and Chief Financial Officer
CITIZENS BANK OF MASSACHUSETTS,
as Agent
By: /s/ Lori B. Leeth
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Name: Lori B. Leeth
Title: Senior Vice President
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LIBC/1113307.5