EXHIBIT 10.1
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FOURTH AMENDMENT
Dated as of October 16, 2001
TO CREDIT AGREEMENT
among
CELTICS BASKETBALL, L.P.,
as Borrower,
BOSTON CELTICS LIMITED PARTNERSHIP
BOSTON CELTICS LIMITED PARTNERSHIP II
CELTICS LIMITED PARTNERSHIP
CELTICS BASKETBALL HOLDINGS, L.P.
CELTICS PRIDE, G.P.,
as Borrower Affiliates,
and
CITIZENS BANK OF MASSACHUSETTS,
as Lender
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FOURTH AMENDMENT TO THE CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment")
is entered into as of October 16, 2001 by and among CELTICS BASKETBALL,
L.P., a Delaware limited partnership (the "Borrower"), CELTICS LIMITED
PARTNERSHIP, a Delaware limited partnership ("Celtics Limited
Partnership"), BOSTON CELTICS LIMITED PARTNERSHIP II, a Delaware limited
partnership ("BCLP"), BOSTON CELTICS LIMITED PARTNERSHIP, a Delaware
limited partnership ("BCLP II"), CELTICS BASKETBALL HOLDINGS, L.P., a
Delaware limited partnership ("Celtics Basketball Holdings"), CELTICS
PRIDE, G.P., a Delaware general partnership (together with Celtics Limited
Partnership, BCLP, BCLP II, and Celtics Basketball Holdings, the "Borrower
Affiliates"), and Citizens Bank of Massachusetts, a Massachusetts savings
bank (the "Lender").
Recitals
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The Borrower, the Borrower Affiliates and the Lender are parties to a
Credit Agreement dated as of December 15, 1997 as amended by the First
Amendment to the Credit Agreement and Assumption Agreement dated as of June
30, 1998, the Second Amendment dated as of July 30, 1999 and the Third
Amendment dated as of May 10, 2001 (as further amended, supplemented or
otherwise modified from time to time in accordance with its terms, the
"Credit Agreement"). The Borrower desires to amend, and each Borrower
Affiliate approves such amendment of, the Credit Agreement as set forth in
this Fourth Amendment, and the Lender is willing to amend the Credit
Agreement on the terms and conditions stated herein. All capitalized terms
used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement.
NOW, THEREFORE, the Borrower, each Borrower Affiliate and the Lender
hereby agree as follows:
SECTION 1. Amendments.
(a) The definition of "Debt Service" in Section 1.1 of the Credit
Agreement is hereby amended by deleting the phrase "plus $2,500,000 for the
reporting period ending March 31, 2002" from clause (b) of such definition.
(b) Section 2.1(a) of the Credit Agreement is hereby amended by
deleting the second sentence thereof and substituting for such sentence the
following sentence:
"The principal amount of the Term Loan will be repaid on
September 30, 2006 (the "Term Loan Maturity Date") in the
amount of the outstanding principal balance together with
all accrued interest and fees payable."
(c) Section 8.6(c) of the Credit Agreement is hereby amended by
deleting clause (D) thereof and substituting therefor the new clause (D),
which reads:
"(D) dividends and other Distributions except for Distributions
made during October 2001 that do not exceed, individually or
in the aggregate, $10,000,000."
SECTION 2. Representations and Warranties; No Default. The Borrower
hereby confirms to the Lender that the representations and warranties set
forth in Article 6 of the Credit Agreement are true and correct as of the
date hereof, except with respect to Section 8.6(c) of the Credit Agreement
for the period ending September 30, 2001 as specifically disclosed to the
Agent prior to the date hereof, in each case as if such representations and
warranties were set forth herein in full. Each Borrower Affiliate hereby
confirms to the Lender that the representations and warranties made by such
Borrower Affiliate set forth in Article 6A of the Credit Agreement are true
and correct as of the date hereof, as if set forth herein in full. The
Borrower and each Borrower Affiliate hereby certifies that no Default or
Event of Default has occurred and is continuing other than a Default
arising with respect to Section 8.6(c) of the Credit Agreement for the
period ending September 30, 2001 as specifically disclosed to the Agent
prior to the date hereof.
SECTION 3. Miscellaneous. The Borrower agrees to pay on demand all
the Lender's reasonable expenses in preparing, executing and delivering
this Fourth Amendment to the Credit Agreement, and all related instruments
and documents, including, without limitation, the reasonable fees and out-
of-pocket expenses of the Lender's special counsel, Goodwin Procter LLP.
This Fourth Amendment to the Credit Agreement shall be a Loan Document 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 Borrower, each Borrower Affiliate and the
Lender have caused this Fourth Amendment to the Credit Agreement to be
executed by their duly authorized officers as of the date first set forth
above.
CELTICS BASKETBALL, L.P.
By: Boston Celtics Corporation, as
General Partner
By: /s/ Richard G. Pond
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Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
BOSTON CELTICS LIMITED PARTNERSHIP II
By: Boston Celtics Limited Partnership
II GP, Inc., as General Partner
By: /s/ Richard G. Pond
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Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
BOSTON CELTICS LIMITED PARTNERSHIP
By: Boston Celtics Limited Partnership
GP, Inc., as General Partner
By: /s/ Richard G. Pond
------------------------------------
Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer, Chief
Financial Officer, Treasurer and
Secretary
CELTICS LIMITED PARTNERSHIP
By: Boston Celtics Corporation, as
General Partner
By: /s/ Richard G. Pond
------------------------------------
Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
CELTICS BASKETBALL HOLDINGS, L.P.
By: Boston Celtics Corporation, as
General Partner
By: /s/ Richard G. Pond
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Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
CELTICS PRIDE, G.P.
By: Celtics Capital Corporation, as
General Partner
By: /s/ Richard G. Pond
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Name: Richard Pond
Title: Executive Vice President,
Chief Operating Officer,
Chief Financial Officer,
Treasurer and Secretary
CITIZENS BANK OF MASSACHUSETTS
By: /s/ Lori B. Leeth
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Name: Lori B. Leeth
Title: Senior Vice President