SECURITY AGREEMENT Dated as of January 28, 2010 From MADISON SQUARE GARDEN, L.P. - and - the other Grantors referred to herein as Grantors to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Collateral Agent MSG — Security Agreement
Exhibit 99.2
EXECUTION COPY
EXECUTION COPY
Dated as of January 28, 2010
From
MADISON SQUARE GARDEN, L.P.
- and -
the other Grantors referred to herein
as Grantors
to
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
as Collateral Agent
MSG — Security Agreement
TABLE OF CONTENTS
| Section | Page | |||||
Section 1.
|
Grant of Security | 2 | ||||
Section 2.
|
Security for Obligations | 6 | ||||
Section 3.
|
Grantors Remain Liable | 6 | ||||
Section 4.
|
Delivery and Control of Security Collateral | 7 | ||||
Section 5.
|
Maintaining the Account Collateral | 7 | ||||
Section 6.
|
Investing of Amounts in the Cash Collateral Account | 8 | ||||
Section 7.
|
Release of Amounts | 8 | ||||
Section 8.
|
Representations and Warranties | 8 | ||||
Section 9.
|
Further Assurances | 9 | ||||
Section 10.
|
[Intentionally Omitted] | 10 | ||||
Section 11.
|
[Intentionally Omitted] | 10 | ||||
Section 12.
|
Post-Closing Changes | 10 | ||||
Section 13.
|
As to Intellectual Property Collateral | 10 | ||||
Section 14.
|
Voting Rights; Dividends; Etc | 11 | ||||
Section 15.
|
As to Certain Pledged Agreements | 11 | ||||
Section 16.
|
As to Letter-of-Credit Rights | 12 | ||||
Section 17.
|
Additional Shares | 12 | ||||
Section 18.
|
Collateral Agent Appointed Attorney-in-Fact | 12 | ||||
Section 19.
|
Collateral Agent May Perform | 13 | ||||
Section 20.
|
The Collateral Agent’s Duties | 13 | ||||
Section 21.
|
Remedies | 13 | ||||
Section 22.
|
Amendments; Waivers; Additional Grantors; Etc | 15 | ||||
Section 23.
|
Notices, Etc | 15 | ||||
MSG — Security Agreement
| Section | Page | |||||
Section 24.
|
Continuing Security Interest; Assignments Under the Credit Agreement | 15 | ||||
Section 25.
|
Release; Termination | 16 | ||||
Section 26.
|
Execution in Counterparts | 16 | ||||
Section 27.
|
Governing Law | 16 | ||||
Section 28.
|
NBA and NHL Consent Letters | 16 | ||||
| Schedules | ||||
Schedule I
|
— | Investment Property | ||
Schedule II
|
— | Pledged Deposit Accounts; Securities Accounts | ||
Schedule III
|
— | Intellectual Property | ||
Schedule IV
|
— | Legal Name, Location, Chief Executive Office, Type Of Organization, Jurisdiction Of Organization And Organizational Identification Number |
| Exhibits | ||||
Exhibit A
|
— | Form of Security Agreement Supplement | ||
Exhibit B
|
— | Form of Intellectual Property Security Agreement | ||
Exhibit C
|
— | Form of Intellectual Property Security Agreement Supplement | ||
Exhibit D
|
— | Form of Consent and Agreement | ||
Exhibit E
|
— | Form of Deposit Account Control Agreement | ||
Exhibit F
|
— | Form of Securities Account Control Agreement |
MSG — Security Agreement
2
SECURITY AGREEMENT dated as of January 28, 2010 (this “Agreement”) made by MADISON
SQUARE GARDEN, L.P., a Delaware limited partnership (the “Company”), and the other Persons
listed on the signature pages hereof (the Company and the Persons so listed being, collectively,
the “Grantors”), to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as collateral agent (in such
capacity, together with any successor collateral agent appointed pursuant to Article X of
the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured
Parties (as defined in the Credit Agreement).
PRELIMINARY STATEMENTS:
(1) The Company has entered into a Credit Agreement dated as of January 28, 2010 (said
agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified
from time to time, being the “Credit Agreement”) with the Lenders and the Administrative
Agent and the Collateral Agent. Capitalized terms not otherwise defined in this Agreement have the
same meanings as specified in the Credit Agreement.
(2) The Grantors have guaranteed the obligations of the Company under the Credit Agreement
pursuant to the Guaranty (as defined in the Credit Agreement).
(3) As of the Closing Date, each Grantor is the owner of the shares of stock or other Equity
Interests (the “Initial Pledged Equity”) set forth opposite such Grantor’s name on and as
otherwise described in Part I of Schedule I hereto and issued by the Persons named therein
and the creditor with respect to the indebtedness (the “Initial Pledged Debt”) owed to the
Grantor set forth opposite the Grantor’s name on and as otherwise described in Part II of
Schedule I hereto and issued by the obligors named therein.
(4) As of the Closing Date, each Grantor is the owner of the deposit accounts set forth
opposite such Grantor’s name on Schedule II hereto, as to which such Grantor is required to
comply with the requirements of Section 5(a) (together with any such accounts as may be
created and required under the Credit Agreement to be pledged after the Closing Date, excluding the
Excluded Non-Pledged Accounts, the “Pledged Deposit Accounts”).
(5) In accordance with the terms of the Credit Agreement, upon the written request of the
Collateral Agent, the Company shall open a blocked, non-interest bearing deposit account in which
the balance may be zero at JPMorgan Chase Bank, N.A. (in such capacity, the “Cash Collateral
Account Bank”), to the extent set forth in the Credit Agreement or in this Agreement, for the
purposes of holding funds transferred from a Pledged Account into such account upon the occurrence
and continuation of an Event of Default, in connection with a Defaulting Lender or for the Cash
Collateralization of any Obligations under the Credit Agreement at a time when Letters of Credit
remain outstanding (the “Cash Collateral Account”).
(6) As of the Closing Date, each Grantor is the owner of the securities accounts set forth
opposite such Grantor’s name on Schedule II hereto, as to which such Grantor is required to
comply with the requirements of Section 4(a) (together with any such accounts as exist
after the Closing Date, the “Securities Accounts”).
(7) It is a condition precedent to the making of the Loans by the Lenders and the issuance of
Letters of Credit by the L/C Issuer under the Credit Agreement that the Grantors shall have
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granted the security interest contemplated by this Agreement. Each Grantor will derive
substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.
(8) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used
in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this
Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below)
are used in this Agreement as such terms are defined in such Article 8 or 9. “UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York;
provided that, if perfection or the effect of perfection or non-perfection or the priority
of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code
as in effect from time to time in such other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or non-perfection or priority.
NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
the Loans and issue Letters of Credit under the Credit Agreement and to induce the Hedge Banks to
enter into Secured Hedge Agreements and the Cash Management Banks to enter into Secured Cash
Management Agreements from time to time, each Grantor hereby agrees with the Collateral Agent for
the ratable benefit of the Secured Parties as follows:
Section 1. Grant of Security. Each Grantor hereby grants to the Collateral
Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right,
title and interest in and to the following, in each case, other than Excluded Property (as
hereinafter defined), in each case, as to each type of property described below, whether now owned
or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or
arising (collectively, the “Collateral”):
(a) all equipment in all of its forms, including, without limitation, all machinery, tools,
furniture and fixtures, and all parts thereof and all accessions thereto, including, without
limitation, computer programs and supporting information that constitute equipment within the
meaning of the UCC (any and all such property being the “Equipment”);
(b) all inventory in all of its forms, including, without limitation, (i) all raw
materials, work in process, finished goods and materials used or consumed in the manufacture,
production, preparation or shipping thereof, (ii) goods in which such Grantor has an interest in
mass or a joint or other interest or right of any kind (including, without limitation, goods in
which such Grantor has an interest or right as consignee) and (iii) goods that are returned to
or repossessed or stopped in transit by such Grantor, and all accessions thereto and products
thereof and documents therefor, including, without limitation, computer programs and supporting
information that constitute inventory within the meaning of the UCC (any and all such property
being the “Inventory”);
(c) all accounts, chattel paper (including, without limitation, tangible chattel paper and
electronic chattel paper), instruments (including, without limitation, promissory notes),
deposit accounts, letter-of-credit rights, general intangibles (including, without limitation,
payment intangibles) and other obligations of any kind, whether or not arising out of or in
connection with the sale or lease of goods or the rendering of services and whether or not
earned by performance, and all rights now or hereafter existing in and to all supporting
obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit
and other contracts securing or otherwise relating to the foregoing property (any and all of
such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general
intangibles and other obligations, to the extent not referred to in clauses (d),
(e) or (f) below, being the “Receivables,” and any and all such
supporting obligations,
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security agreements, mortgages, Liens, leases, letters of credit and other contracts being
the “Related Contracts”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the Initial Pledged Equity and all warrants, rights or
options issued thereon or with respect thereto;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial
Pledged Debt, and all interest, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of
the Initial Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time
acquired by such Grantor in any manner (such shares and other Equity Interests, together
with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates,
if any, representing such additional shares or other Equity Interests, and all dividends,
distributions, return of capital, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of
such shares or other Equity Interests and all warrants, rights or options issued thereon or
with respect thereto;
(iv) all additional indebtedness from time to time owed to such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and
the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness;
(v) the Securities Accounts, all security entitlements with respect to all financial
assets from time to time credited to the Securities Accounts, and all financial assets, and
all dividends, distributions, return of capital, interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such security entitlements or financial assets and all warrants,
rights or options issued thereon or with respect thereto; and
(vi) all other investment property (including, without limitation, all (A) securities,
whether certificated or uncertificated, (B) security entitlements, (C) securities accounts,
(D) commodity contracts and (E) commodity accounts) and the certificates or instruments, if
any, representing or evidencing such investment property, and all dividends, distributions,
return of capital, interest, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of
such investment property and all warrants, rights or options issued thereon or with respect
thereto;
(e) each Affiliation Agreement, Sports Telecast Rights Agreement, and other Related
Document, in each case to which such Grantor is now or may hereafter become a party, in each
case as such agreements may be amended, amended and restated, supplemented or otherwise modified
from time to time (collectively, the “Pledged Agreements”), including, without
limitation, (A) all rights of such Grantor to receive moneys due and to become due (including
all rights to payment and rights to enforce payments, payments, cash flow, proceeds and
products) under or
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pursuant to the Pledged Agreements, (B) all rights of such Grantor to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Pledged Agreements, (C)
claims of such Grantor for damages arising out of or for breach of or default under the Pledged
Agreements and (D) the right of such Grantor to terminate the Pledged Agreements, to perform
thereunder and to compel performance and otherwise exercise all remedies thereunder (all such
Collateral, including the Pledged Agreements, the “Agreement Collateral”), in each case
subject to the limitations contained in clause (vi) of the definition of Excluded
Property below;
(f) the following (collectively, the “Account Collateral”):
(i) the Pledged Deposit Accounts, the Cash Collateral Account and all funds and
financial assets from time to time credited thereto (including, without limitation, all Cash
Equivalents), and all certificates and instruments, if any, from time to time representing
or evidencing the Pledged Deposit Accounts or the Cash Collateral Account;
(ii) all promissory notes, certificates of deposit, checks and other instruments from
time to time delivered to or otherwise possessed by the Collateral Agent or an Affiliate of
the Collateral Agent on its behalf, for or on behalf of such Grantor in substitution for or
in addition to any or all of the then existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the then existing Account Collateral;
(g) the following (collectively, the “Intellectual Property Collateral”):
(i) all patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements thereto
(“Patents”);
(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans,
trade names, business names, corporate names and other source identifiers, whether
registered or unregistered (provided that no security interest shall be granted in
United States intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein could impair the validity or
enforceability, or result in the cancellation, of such intent-to-use trademark applications
under applicable law), together, in each case, with the goodwill symbolized thereby
(“Trademarks”);
(iii) all copyrights, including, without limitation, such copyrights in Computer
Software (as hereinafter defined), and internet website content, whether registered or
unregistered and mask works (“Copyrights”); Computer Software shall mean all
computer software, programs and databases (including, without limitation, source code,
object code and all related copyrightable applications and data files);
(iv) all confidential and proprietary information, including, without limitation,
confidential know-how, trade secrets, confidential manufacturing and production processes
and techniques, confidential research and development information and confidential customer
and supplier lists (collectively, “Trade Secrets”), and all other intellectual
property of any type, to the extent legal protection therefore exists under U.S.
intellectual property law;
(v) all registrations and applications for registration for any of the foregoing,
including, without limitation, those material registrations and applications for
registration set
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forth in Schedule III hereto, together with all reissues, divisions,
continuations, continuations-in-part, extensions, renewals and reexaminations thereof;
(vi) all rights in the foregoing provided by international treaties or conventions, if
any, and all rights corresponding thereto throughout the world;
(vii) all written agreements granting to any third party the right to use any
Intellectual Property Collateral or granting to any Grantor any right to use any Trademark,
Copyright, Patent or Trade Secret now or hereafter owned by any third party, to which such
Grantor, now or hereafter, is a party (other than those that by their terms prohibit
assignment or a grant of security interest by such Grantor thereunder) (“IP
Agreements”); and
(viii) any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, breach or other violation with respect to
any of the foregoing, with the right, but not the obligation, to xxx for and collect, or
otherwise recover proceeds arising from such damages;
(h) all books and records (including, without limitation, credit files, printouts and other
computer output materials and records) of such Grantor pertaining to any of the property
described in the preceding clauses of this Section 1, that constitute Collateral;
(i) all proceeds of any Core Excluded Asset except to the extent (x) reinvested in
accordance with Section 2.05(b)(i) of the Credit Agreement or (y) so long as any
applicable Disposition Requirements have been satisfied at the time of such reinvestment and so
long as no Default shall have occurred and be continuing, any such proceeds not required to be
repaid to the Secured Parties and permitted to be retained by the Company or any Grantor or
reinvested, in each case under this clause (y), in accordance with Section
2.05(b)(ii); provided that, in the event that the Company enters into a Permitted
Financing (other than a Tax Incentive Transaction) under the Credit Agreement that is secured by
a Core Excluded Asset, such lien on the proceeds of such Core Excluded Asset shall be released
in accordance with Section 9.10 of the Credit Agreement; and
(j) all proceeds of, collateral for, income, royalties and other payments now or hereafter
due and payable with respect to, and supporting obligations relating to, any and all of the
property described in the preceding clauses of this Section 1, other than Excluded
Property (including, without limitation, proceeds, collateral and supporting obligations that
constitute property of the types described in clauses (a) through (i) and this
clause (j) of this Section 1) and, to the extent not otherwise included, all (A)
payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, in each case, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing property, and (B) cash.
Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary,
such Grantor shall not be required to pledge, and does not pledge hereby or otherwise, and none of
the defined terms “Collateral”, “Security Collateral”, “Intellectual Property
Collateral”, “IP Agreements”, “Patents”, “Trademarks”,
Copyrights”, “Trade Secrets”, Account Collateral”, “Pledged
Agreements”, “Agreement Collateral”, “Pledged Debt”, “Pledged Equity”,
"Equipment”, “Inventory”, “Receivables” or “Related Contracts” used
in this Agreement shall include any of the following:
(i) those assets set forth on Schedule 1.01(b) to the Credit Agreement,
(ii) Intellectual Property Collateral that is necessary to or utilized in connection
with any Excluded Property under clauses (i), (iii), (iv) or
(viii) of this paragraph,
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(iii) interests in the Teams and the Team Assets (provided that the Collateral Agent
shall have a security interest in the rights of the Networks Business (but not of the Teams)
in any Transfer Rights Agreement executed as part of the Disposition Requirements for the
New York Rangers or the New York Knicks),
(iv) Leases to the extent that such Leases require the consent of the lessor or any
third party for the granting of a security interest therein,
(v) motor vehicles and other assets subject to certificates of title,
(vi) assets consisting of contract rights (including all rights to enforce payment and
all other Agreement Collateral) pursuant to contracts containing enforceable restrictions on
the granting of security interests therein except to the extent such restrictions are
rendered ineffective under Section 9-406, 9-407 or 9-408 of the UCC or other applicable law,
(vii) voting stock of or Equity Interests (A) in excess of 65% of the voting stock or
other equity interests held by the Company or Guarantors in first tier non-US subsidiaries,
(B) in non-wholly owned subsidiaries if the pledge of such stock or equity interest is
prohibited by agreement, organizational documents or applicable law or regulation (C) in
Unrestricted Subsidiaries or (D) in Excluded Subsidiaries,
(viii) Real Property (except to the extent otherwise provided in Section 1(i)
with respect to the Arena Venue),
(ix) Excluded Non-Pledged Accounts and all Receipts contained or required to be
contained therein under the NHL Consent Letter and the NBA Consent Letter, as applicable,
(x) any Affiliation Agreements and Sports Telecast Rights Agreements to the extent that
the relevant agreement requires the consent of the non-Company entity for the pledge
thereof; provided, that all rights to payment, payments, cash flow, proceeds and
products of such Affiliation Agreements and Sports Telecast Rights Agreements are considered
Collateral hereunder, and
(xi) those assets as to which the Collateral Agent and the Company agree that the
cost of obtaining such a security interest or perfection thereof are excessive in relation
to the benefit to the Lenders of the security to be afforded thereby
with all property described in clauses (i) through (xi), collectively the
"Excluded Property”.
Section 2. Security for Obligations. This Agreement secures, in the case of
each Grantor, the payment of all Obligations from time to time of such Grantor (all such
Obligations being the “Secured Obligations”). Without limiting the generality of the
foregoing, this Agreement secures, as to each Grantor, the payment of all amounts that constitute
part of the Secured Obligations and would be owed by such Grantor to any Secured Party under the
Loan Documents but for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving a Loan Party.
Section 3. Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included
in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent of
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any of the rights hereunder shall not release any Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral and (c) no Secured Party
shall have any obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be
obligated to perform any of the obligations or duties of any Grantor thereunder or to take any
action to collect or enforce any claim for payment assigned hereunder.
Section 4. Delivery and Control of Security Collateral. (a) All
certificates or instruments representing or evidencing Security Collateral (if certificated) shall
be delivered to and held by or on behalf of the Collateral Agent pursuant to the terms of and to
the extent required under the Credit Agreement and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance reasonably satisfactory to the Collateral Agent; provided that no
Grantor shall be required to deliver any instrument representing (x) Pledged Debt if the face
amount of such Pledged Debt is less than $5,000,000, or (y) Pledged Debt other than indebtedness
(i) for borrowed money (whether by loan or the issuance and sale of debt securities) or (ii) for
the deferred purchase or acquisition price of property or services of which such Grantor is the
seller (other than accounts receivable (other than for borrowed money) in the ordinary course of
business) owed to a Grantor. After the occurrence and during the continuance of an Event of
Default, the Collateral Agent shall have the right to exchange certificates or instruments
representing or evidencing Security Collateral for certificates or instruments of smaller or larger
denominations.
(b) With respect to (i) the Securities Accounts, (ii) the Cash Collateral Account and (iii)
any Security Collateral that constitutes a security entitlement as to which the financial
institution acting as Collateral Agent hereunder is not the securities intermediary, the
relevant Grantor will cause the securities intermediary with respect to each such account or
security entitlement pursuant to the terms of and to the extent required under the Credit
Agreement either (A) to identify in its records the Collateral Agent as the entitlement holder
thereof or (B) to agree with such Grantor and the Collateral Agent that such securities
intermediary will comply with entitlement orders originated by the Collateral Agent without
further consent of such Grantor, such agreement to be in form and substance reasonably
satisfactory to the Collateral Agent (a “Securities Account Control Agreement”);
provided, however, this Section 4(c) shall not apply to Excluded
Non-Pledged Accounts; provided further that the Collateral Agent will not give
any such orders except after the occurrence and during the continuance of an Event of Default.
(c) Upon the request of the Collateral Agent following the occurrence and during the
continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral
(other than any other Loan Party) granted by it hereunder that such Security Collateral is
subject to the security interest granted hereunder.
Section 5. Maintaining the Account Collateral. So long as any Loan or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of
Credit shall be outstanding or any Lender shall have any Commitment:
(a) Subject to Section 7.13(b) of the Credit Agreement, each Grantor will maintain
deposit accounts only with the financial institution acting as Collateral Agent hereunder or
with a bank (a “Pledged Account Bank”) that has agreed with such Grantor and the
Collateral Agent to comply with instructions originated by the Collateral Agent directing the
disposition of funds in such deposit account without the further consent of such Grantor, such
agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a
“Deposit Account Control Agreement”); provided, however, that this
Section 5(a) shall not apply to Excluded Non-Pledged Accounts and no provision of this
Agreement or the other Loan Documents shall apply to any Excluded Rangers Non-
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Pledged Accounts or Excluded Knicks Non-Pledged Accounts. The Collateral Agent agrees not
to issue any instructions to any Pledged Account Bank except after the occurrence and during the
continuance of an Event of Default.
(b) After the occurrence and during the continuance of an Event of Default, upon the
written request of the Collateral Agent, each Grantor will promptly instruct each Person
obligated at any time to make any payment to such Grantor for any reason (an “Obligor”)
to make such payment to a Pledged Deposit Account or the Cash Collateral Account, except that
such Grantor shall not be under such obligation with respect to Persons (i) making payments to a
Pledged Deposit Account or the Cash Collateral Account as of the Closing Date, (ii) making
payments to such Grantor of less than $1,000,000 a year in the aggregate, or (iii) making
payments to accounts not purported to be subject to the security interest of the Secured Parties
in accordance with the Credit Agreement, if any.
(c) After the occurrence and during the continuance of an Event of Default under
Section 8.01(b) or (g) of the Credit Agreement, the Collateral Agent may, at any
time and without consent from the Grantor, transfer, or direct the transfer of, funds from the
Pledged Deposit Accounts or the Cash Collateral Account to satisfy the Grantor’s Obligations.
The Collateral Agent agrees to give notice to such Grantor of such transfer or direction;
provided, however that any failure by the Collateral Agent to give such notice
shall not invalidate such transfer or direction.
Section 6. Investing of Amounts in the Cash Collateral Account. The
Collateral Agent will, subject to the provisions of Sections 5, 7 and 21,
from time to time (a) invest, or direct the Cash Collateral Account Bank to invest, amounts
received with respect to the Cash Collateral Account in such Cash Equivalents credited to the Cash
Collateral Account as the Company may select so long as no Event of Default has occurred and is
continuing (or, if an Event of Default has occurred and is continuing, as the Collateral Agent may
select, which may include not investing such amounts), and (b) invest interest paid on the Cash
Equivalents referred to in clause (a) above, and reinvest other proceeds of any such Cash
Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in the same
manner. Interest and proceeds that are not invested or reinvested in Cash Equivalents as provided
above shall be deposited and held in the Cash Collateral Account. In addition, the Collateral
Agent shall have the right at any time to exchange, or direct the applicable Cash Collateral
Account Bank to exchange, such Cash Equivalents for similar Cash Equivalents of smaller or larger
determinations, or for other Cash Equivalents, credited to the Cash Collateral Account.
Section 7. Release of Amounts. So long as no Event of Default shall have
occurred and be continuing, the Grantors shall have the sole and exclusive right to direct the
applicable Pledged Account Bank to pay and release, to the applicable Grantor or at its order or,
at the request of such Grantor, to the Administrative Agent to be applied to the Obligations of the
Grantors under the Loan Documents, such amount, if any, as is then on deposit in the Cash
Collateral Account and the Pledged Deposit Accounts, in each case to the extent not prohibited from
being released under the terms of the Credit Agreement.
Section 8. Representations and Warranties. Each Grantor represents and warrants
as follows:
(a) As of the Closing Date, such Grantor’s exact legal name, location, chief executive
office, type of organization, jurisdiction of organization and organizational identification
number is as set forth in Schedule IV hereto. As of the Closing Date, such Grantor has
no trade names other than as listed on Schedule III hereto.
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(b) Such Grantor is the record and beneficial owner of the Collateral granted by it free
and clear of any Lien of others, except for the security interest created under this Agreement
or Liens permitted under the Credit Agreement. No effective financing statement or other
instrument similar in effect covering any part of such Collateral or listing such Grantor or any
trade name of such Grantor as debtor is on file in any recording office, except such as may have
been filed in favor of the Collateral Agent relating to the Loan Documents, filings which have
not been authorized by the applicable Grantor or filings which are not prohibited by the Credit
Agreement.
(c) If such Grantor is an issuer of Security Collateral, such Grantor confirms that it has
received notice of the security interest granted hereunder.
(d) If such Grantor is an issuer of Pledged Equity by another Grantor hereunder, such
Pledged Equity constituting common equity stock issued to such Grantor on the Closing Date has
been duly authorized and validly issued and is fully paid and non-assessable.
(e) As of the Closing Date, the Initial Pledged Equity pledged by such Grantor constitutes
the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated
on Schedule I hereto. As of the Closing Date, the Initial Pledged Debt constitutes all
of the outstanding indebtedness owed to such Grantor by the issuers thereof and is outstanding
in the principal amount indicated on Schedule I hereto.
(f) Such Grantor has no investment property, other than the investment property listed on
Schedule I hereto and additional investment property as to which such Grantor has
complied with the requirements of Section 4.
(g) The Cablevision Affiliation Agreement, a true and complete redacted copy of which has
been made available for review by the Lenders, has not, as of the Closing Date, been terminated,
cancelled, amended, modified or changed nor has any default thereunder or breach thereof been
waived.
(h) Such Grantor has no deposit accounts, other than the deposit accounts as to which such
Grantor has complied with the requirements of Section 5.
(i) This Agreement creates in favor of the Collateral Agent for the benefit of the Secured
Parties a valid security interest in the Collateral granted by such Grantor (to the extent such
matter is governed by the laws of the United States, or a jurisdiction located therein),
securing the payment of the Secured Obligations; all filings and other actions necessary to
perfect the security interest in the Collateral granted by such Grantor have been made or taken,
to the extent required hereunder (to the extent perfection can be accomplished by such filing or
action), and (iii) such security interest is perfected absent the failure of the Collateral
Agent to (i) file the financing statements and other filings in appropriate form in the relevant
filing offices or (ii) take possession or control of the Collateral with respect to which a
security interest may be perfected only through possession or control. Such perfected security
interest is first priority except for Liens permitted by the Credit Agreement which have
priority over the Liens granted hereunder and Liens permitted by Section 7.16 of the
Credit Agreement and automatically having priority over the Collateral Agent’s lien without the
requirement of affirmative action by the Grantor.
Section 9. Further Assurances. Each Grantor hereby authorizes the
Collateral Agent to file one or more financing or continuation statements, and amendments thereto,
including, without limitation, one or more financing statements indicating that such financing
statements cover the Collateral, in each case without the signature of such Grantor. A photocopy or
other reproduction of this
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Agreement shall be sufficient as a financing statement where permitted by law. Each Grantor
ratifies its authorization for the Collateral Agent to have filed such financing statements,
continuation statements or amendments filed prior to the Closing Date.
Section 10. [Intentionally Omitted].
Section 11. [Intentionally Omitted].
Section 12. Post-Closing Changes. No Grantor will change its name, type of
organization, jurisdiction of organization, organizational identification number or chief executive
office from those set forth in Section 8(a) of this Agreement without first giving at least
30 days’ prior written notice to the Collateral Agent unless such change is in connection with (x)
a Disposition not prohibited by the Credit Agreement or (y) a Permitted Restricted Subsidiary
Transaction. If any Grantor does not have an organizational identification number and later
obtains one, it will forthwith notify the Collateral Agent of such organizational identification
number.
Section 13. As to Intellectual Property Collateral. (a) With respect to
the registered Intellectual Property Collateral owned by such Grantor, each Grantor agrees to
execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit
B hereto or otherwise in form and substance as reasonably agreed to by the Grantors and the
Collateral Agent and requested by the Collateral Agent (an “Intellectual Property Security
Agreement”), for recording the security interest granted hereunder to the Collateral Agent in
such Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S.
Copyright Office to perfect the security interest hereunder in such Intellectual Property
Collateral, to the extent perfection may be achieved by making such recordings.
(b) Each Grantor agrees that, should it obtain an ownership interest in or a license to
property of the type included in the definition of any Intellectual Property Collateral that is
not on the Closing Date a part of the Intellectual Property Collateral, and that does not
constitute Excluded Property, and otherwise would be part of the Intellectual Property
Collateral if such Grantor had an ownership interest in or license to such item on the Closing
Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall
automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the
case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the
Intellectual Property Collateral, subject to the terms and conditions of this Agreement with
respect thereto (provided that no security interest shall be granted in United States intent to
use trademark applications to the extent that, and solely during the period in which, the grant
of a security interest therein could impair the validity or enforceability, or result in the
cancellation, of such intent to use trademark applications under applicable law). Whenever such
Grantor files for registration of any Material After-Acquired Intellectual Property with the
U.S. Patent and Trademark Office and/or the U.S. Copyright Office, such Grantor shall give
written notice to the Collateral Agent at the time financial statements of the Company are
delivered to the Administrative Agent pursuant to Section 7.01(a) and (b) of the
Credit Agreement for the fiscal quarter in which such filing occurs, and, at the reasonable
written request of the Collateral Agent, such Grantor shall execute and deliver, or otherwise
authenticate, an agreement substantially in the form of Exhibit C hereto or otherwise in
form and substance as reasonably agreed to by the Grantors and the Collateral Agent and
requested by the Collateral Agent (an “IP Security Agreement Supplement”) covering such
Material After-Acquired Intellectual Property for recording the security interest granted
hereunder to the Collateral Agent in such Material After-Acquired Intellectual Property with the
U.S. Patent and Trademark Office and/or the U.S. Copyright Office, as applicable, to perfect the
security interest hereunder in such Material After-Acquired Intellectual Property, to the extent
perfection may be achieved by making such recordings. “Material After-Acquired Intellectual
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Property” shall mean After-Acquired Intellectual Property owned by or licensed to a
Grantor, the loss or impairment of which would reasonably be expected to have a Material Adverse
Effect.
Section 14. Voting Rights; Dividends; Etc. (a) So long as no Event of
Default shall have occurred and be continuing:
(i) Each Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part thereof for any
purpose.
(ii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest and other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the terms of
the Loan Documents; provided, however, that any such distributions in the
form of certificates or instruments will be delivered (with any necessary indorsement) to
the Collateral Agent, within 30 days of such distribution, as Security Collateral.
(iii) The Collateral Agent will execute and deliver (or cause to be executed and
delivered) to each Grantor all such proxies and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to paragraph (i) above and to
receive the dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 14(a)(i) shall, upon written notice to such Grantor by the Collateral Agent,
cease and (y) to receive the dividends, interest and other distributions that it would
otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights and to receive and hold as Security Collateral such
dividends, interest and other distributions.
(ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 14(b) shall be
received in trust for the benefit of the Collateral Agent, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security
Collateral in the same form as so received (with any necessary indorsement).
Section 15. As to Certain Pledged Agreements. (a) If and when a Transfer
Rights Agreement or the Booking Agreement is required by the terms of the Credit Agreement, each
Grantor will and will, at its expense, cause each other party to any Transfer Rights Agreement or
the Booking Agreement, to promptly execute and deliver to the Collateral Agent a consent, in
substantially the form of Exhibit D hereto or otherwise in form and substance reasonably
satisfactory to the Collateral Agent, to the grant of a security interest in any such Transfer
Rights Agreement or the Booking Agreement to the Collateral Agent pursuant to this Agreement.
(b) Each Grantor hereby consents to the assignment for security purposes and pledge to
the Collateral Agent for benefit of the Secured Parties of each Pledged Agreement to which it is
a party by any other Grantor hereunder.
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Section 16. As to Letter-of-Credit Rights. (a) Each Grantor, by granting a
security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent,
intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent
rights) to the proceeds of all letters of credit of which such Grantor is or hereafter becomes a
beneficiary or assignee other than with respect to Letters of Credit that constitute Excluded
Property; provided, that the Collateral Agent agrees that such proceeds are to be paid to
the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the
occurrence and during the continuance of an Event of Default, if requested by the Collateral Agent,
each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter
of credit and each nominated person (if any) with respect thereto to consent to such Grantor’s
assignment of the proceeds thereof pursuant to a consent in form and substance reasonably
satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral
Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, each Grantor
will, promptly upon written request by the Collateral Agent, (i) notify (and such Grantor hereby
authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to
each of the letters of credit of which such Grantor is or hereafter becomes a beneficiary or
assignee that the proceeds thereof have been assigned to the Collateral Agent hereunder and any
payments due or to become due in respect thereof are to be made directly to the Collateral Agent
or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary
of letter of credit.
Section 17. Additional Shares. Each Grantor agrees that it will (i) cause
each issuer of the Pledged Equity pledged by such Grantor (a) to the extent that such issuer is a
wholly-owned subsidiary of such Grantor, not to issue any Equity Interests or other securities in
addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor
or except in each case as would not be prohibited as a Disposition or would constitute a Permitted
Restricted Subsidiary Transaction under the Credit Agreement and (b) to the extent that such issuer
is a Subsidiary that is not a wholly-owned Subsidiary of such Grantor except as would not be
prohibited as a Disposition or would constitute a Permitted Restricted Subsidiary Transaction under
the Credit Agreement, issue any Equity Interests or other securities in addition to or in
substitution for the Pledged Equity issued by such issuer no less than ratably to such Grantor, and
(ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all
such additional Equity Interests or other securities to the extent that they would not constitute
Excluded Property.
Section 18. Collateral Agent Appointed Attorney-in-Fact. Each Grantor
hereby irrevocably appoints the Collateral Agent such Grantor’s attorney-in-fact solely with
respect to the Collateral (such appointment to cease upon the payment in full of all the Secured
Obligations) with full authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, from time to time, upon the occurrence and during the continuation of an
Event of Default, in the Collateral Agent’s reasonable discretion, to take any action and to
execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation:
(a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral,
(b) to receive, indorse and collect any drafts or other instruments, documents and chattel
paper, in connection with clause (a) above, and
(c) to file any claims or take any action or institute any proceedings that the Collateral
Agent may deem necessary or desirable for the collection of any of the Collateral or
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otherwise to enforce compliance with the terms and conditions of any Pledged Agreement or
the rights of the Collateral Agent with respect to any of the Collateral.
Section 19. Collateral Agent May Perform. If any Grantor fails to perform
any agreement contained herein and the Collateral Agent requests in writing that such Grantor
perform such agreement, in the event that the Grantor continues to fail to perform such agreement
within a reasonable time following the Collateral Agent’s request, the Collateral Agent may, as the
Collateral Agent reasonably deems necessary to protect the security interest granted hereunder in
the Collateral or to protect the value thereof, but without any obligation to do so and so long as
an Event of Default shall have occurred and be continuing, itself perform, or cause performance of,
such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be
payable by such Grantor under Section 10.04 of the Credit Agreement. The Collateral Agent
agrees to give notice to such Grantor of such performance; provided, however that
any failure by the Collateral Agent to give such notice shall not invalidate such performance or
the Collateral Agent’s authority to so perform or the Collateral Agent’s entitlement to
reimbursement of the related expenses.
Section 20. The Collateral Agent’s Duties. (a) The powers conferred on the
Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral
and shall not impose any duty upon it to exercise any such powers. Except for the exercise of
reasonable care in the safe custody of any Collateral in its possession or in the possession of an
Affiliate of the Collateral Agent or any designee (including without limitation, a Subagent) of the
Collateral Agent acting on its behalf and the accounting for moneys actually received by it or its
Affiliates hereunder, the Collateral Agent shall have no duty as to any Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have
knowledge of such matters, or as to the taking of any necessary steps to preserve rights against
any parties or any other rights pertaining to any Collateral. The Collateral Agent and any of its
Affiliates or any designee (including without limitation, a Subagent) on its behalf shall be deemed
to have exercised reasonable care in the custody and preservation of any Collateral in its
possession or in the possession of an Affiliate or any designee (including without limitation, a
Subagent) on its behalf if such Collateral is accorded treatment substantially equal to that which
it accords its own property.
(b) Anything contained herein to the contrary notwithstanding, the Collateral Agent may
from time to time, when the Collateral Agent deems it to be necessary, appoint one or more
subagents (each, a “Subagent”) acceptable to the Company acting reasonably for the
Collateral Agent hereunder with respect to all or any part of the Collateral. In the event that
the Collateral Agent so appoints any Subagent with respect to any Collateral, (i) the assignment
and pledge of such Collateral and the security interest granted in such Collateral by each
Grantor hereunder shall be deemed for purposes of this Security Agreement to have been made to
such Subagent, in addition to the Collateral Agent, for the ratable benefit of the Secured
Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall
automatically be vested, in addition to the Collateral Agent, with all rights, powers,
privileges, interests and remedies of the Collateral Agent hereunder and pursuant to the terms
hereof, with respect to such Collateral, and (iii) the term “Collateral Agent,” when used herein
in relation to any rights, powers, privileges, interests and remedies of the Collateral Agent
with respect to such Collateral, shall include such Subagent; provided, however,
that no such Subagent shall be authorized to take any action with respect to any such Collateral
unless and except to the extent expressly authorized in writing by the Collateral Agent.
Section 21. Remedies. If any Event of Default shall have occurred and be
continuing:
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(a) The Collateral Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees
that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or
part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably
convenient to both parties; (ii) without notice except as specified below, sell the Collateral
or any part thereof in one or more parcels at public or private sale, at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Collateral Agent may in its reasonable discretion deem commercially reasonable;
(iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any
part thereof is assembled or located for a reasonable period in order to effectuate its rights
and remedies hereunder or under law, without obligation to such Grantor in respect of such
occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in
connection with the Collateral, or otherwise in respect of the Collateral, including, without
limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any
amount under, or performance of any provision of, the Pledged Agreements, the Receivables, the
Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of
all funds with respect to the Account Collateral and (C) exercise all other rights and remedies
with respect to the Pledged Agreements, the Receivables, the Related Contracts and the other
Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each
Grantor agrees that, to the extent notice of sale shall be required by law, at least ten
Business Days’ notice to such Grantor of the time and place of any sale shall constitute
reasonable notification of any such sale. The Collateral Agent shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may
adjourn any public or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and place to which it
was so adjourned.
(b) Any cash held by or on behalf of the Collateral Agent and all cash proceeds received by
or on behalf of the Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the discretion of the Collateral
Agent, be held by the Collateral Agent as collateral for, and then or at any time thereafter
applied in whole or in part by the Collateral Agent for the ratable benefit of the Secured
Parties against, all or any part of the Secured Obligations, in the order of priority specified
in Section 8.03 of the Credit Agreement. Any surplus of such cash or cash proceeds held
by or on the behalf of the Collateral Agent and remaining after payment in full of all the
Secured Obligations shall be paid over with reasonable promptness to the applicable Grantor or
to whomsoever may be lawfully entitled to receive such surplus.
(c) All payments received by any Grantor under or in connection with any Pledged Agreement
or otherwise in respect of the Collateral shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith
paid over to the Collateral Agent in the same form as so received (with any necessary
indorsement).
(d) The Collateral Agent may, without notice to any Grantor except as required by law and
at any time or from time to time, charge, set-off and otherwise apply all or any part of the
Secured Obligations then due and owing against any funds held with respect to the Account
Collateral or in any other deposit account.
(e) The Collateral Agent may send to each bank, securities intermediary or issuer party to
any Deposit Account Control Agreement, Securities Account Control Agreement or
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Uncertificated Security Control Agreement a “Notice of Exclusive Control” as defined in and
under such Agreement.
(f) In the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or
other disposition shall be included therein.
The Collateral Agent agrees that it shall not take any of the actions specified in this
Section 21 except during the continuance of an Event of Default.
Section 22. Amendments; Waivers; Additional Grantors; Etc. (a) No
amendment or waiver of any provision of this Agreement, and no consent to any departure by any
Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by
the Collateral Agent and such Grantor, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No failure on the part of the
Collateral Agent, any other Secured Party or any Grantor to exercise, and no delay in exercising
any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of any other right.
(b) Upon the execution and delivery by any Person of a security agreement supplement in
substantially the form of Exhibit A hereto (each a “Security Agreement
Supplement”), such Person shall be referred to as an “Additional Grantor” and shall
be and become a Grantor hereunder, and each reference in this Agreement and the other Loan
Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, each
reference in this Agreement and the other Loan Documents to the “Collateral” shall also mean and
be a reference to the Collateral granted by such Additional Grantor and each reference in this
Agreement to a Schedule shall also mean and be a reference to the schedules attached to such
Security Agreement Supplement.
Section 23. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier) and mailed, telecopied or otherwise delivered,
in the case of the Company or the Collateral Agent, addressed to it at its address specified in the
Credit Agreement and, in the case of each Grantor other than the Company, addressed to it at its
address set forth opposite such Grantor’s name on the signature pages hereto or on the signature
page to the Security Agreement Supplement pursuant to which it became a party hereto (and with a
copy to the Company); or, as to any party, at such other address as shall be designated by such
party in a written notice to the other parties. All such notices and other communications shall,
when mailed, telegraphed or telecopied, be effective upon receipt. Delivery by telecopier of an
executed counterpart of a signature page to any amendment or waiver of any provision of this
Agreement of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of an original executed counterpart thereof. As agreed to by the Company, including as
set forth in Section 10.02(b) of the Credit Agreement, the Collateral Agent and the
applicable Secured Parties from time to time, notices and other communications may also be
delivered by e-mail to the e-mail address of a representative of the applicable Person provided
from time to time by such Person.
Section 24. Continuing Security Interest; Assignments Under the Credit
Agreement. This Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of
the Secured Obligations (other than contingent indemnification obligations as to which (x) no claim
has been made or (y) if a claim has been made such claim is in a determinable amount and has been
Cash Collateralized), and (ii) the expiration or termination or Cash Collateralization in
accordance with Section 2.03(g) of the Credit Agreement of all Letters of Credit, (b) be
binding upon each Grantor, its successors and assigns and (c) inure, together with
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the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured
Parties and their respective successors, transferees and assigns.
Section 25. Release; Termination. (a) Upon any sale, lease, transfer or
other disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan
Documents or otherwise as specified in Section 9.10 of the Credit Agreement, the Collateral
Agent will, at such Grantor’s expense, execute and deliver to such Grantor such documents as such
Grantor or the applicable transferee shall reasonably request to evidence the release of such item
of Collateral from the assignment and security interest granted hereby; provided,
however, that (i) at the time of such request and such release no Event of Default shall
have occurred and be continuing, (ii) such Grantor shall have delivered to the Collateral Agent, at
least five days prior to the date of the proposed release (or such later date as may be reasonably
acceptable to the Collateral Agent), a written request for release in reasonable detail describing
the item of Collateral, together with a form of release for execution by the Collateral Agent and a
certificate of such Grantor to the effect that the transaction is in compliance with the Loan
Documents, (iii) the proceeds of any such sale, lease, transfer or other disposition required to be
applied, or any payment to be made in connection therewith, in accordance with Section 2.05
of the Credit Agreement shall, to the extent so required, be paid or made to, or in accordance with
the instructions of, the Collateral Agent when and as required under Section 2.05 of the
Credit Agreement, and (iv) with respect to sales, leases, transfers or the dispositions of
Equipment and Inventory in the ordinary course of business and other sales, leases, transfers or
other dispositions and dispositions that are not prohibited by the Credit Agreement, the Liens
granted herein shall, to the extent contemplated by Section 9.10 of the Credit Agreement,
be deemed to be released with no further action on the part of any Person.
(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other
than contingent indemnification obligations as to which (x) no claim has been made or (y) if a
claim has been made such claim is in a determinable amount and has been Cash Collateralized) and
(ii) the expiration or termination or Cash Collateralization in accordance with Section
2.03(g) of the Credit Agreement of all Letters of Credit, the pledge and security interest
granted hereby shall terminate and all rights to the Collateral shall revert to the applicable
Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s
expense, execute and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.
Section 26. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier or electronic mail shall be
effective as delivery of an original executed counterpart of this Agreement.
Section 27. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 28. NBA and NHL Consent Letters. Each of the provisions of the Loan
Documents shall be subject to the provisions of the NBA Consent Letter and the NHL Consent Letter
which the Company, the Collateral Agent and the Secured Parties have had an adequate opportunity to
review in draft and final form and have reviewed, including the forms attached as Exhibits J and K
to the Credit Agreement, and have accepted. Without limiting the generality of the preceding
sentence, neither the Collateral Agent nor any Secured Party shall exercise, enforce or attempt to
exercise or enforce any of its rights or remedies under any of the Loan Documents except in
accordance with any applicable provisions of the NBA Consent Letter and the NHL Consent Letter.
Each Secured Party hereby irrevocably (i) authorizes the Administrative Agent to execute, deliver
and perform on its behalf each provision of the NBA Consent Letter and the NHL Consent Letter, (ii)
authorizes the Administrative
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Agent to take all such other actions as are reasonably incidental thereto and (iii) agrees to
be bound by the terms and provisions of the NBA Consent Letter for the benefit of the National
Basketball Association and the NHL Consent Letter for the benefit of the National Hockey League.
In the event of any inconsistency or conflict between any term or provision of this Agreement or
any other Loan Document and the terms of the NBA Consent Letter or the NHL Consent Letter, as
applicable, the terms and provisions of the NBA Consent Letter or the NHL Consent Letter shall
control.
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IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.
| MADISON SQUARE GARDEN, L.P. |
||||
| By: | MSG EDEN CORPORATION, as its General | |||
| Partner | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Executive Vice President & Treasurer | |||
| FUSE HOLDINGS LLC, FUSE NETWORKS LLC, FUSE PROGRAMMING INC., GARDEN PROGRAMMING, L.L.C., MADISON SQUARE GARDEN CT, LLC, MSG BOSTON THEATRICAL, L.L.C., MSG CHICAGO LLC, MSG NATIONAL PROPERTIES LLC, MSG VAUDEVILLE, LLC, MSG WINTER PRODUCTIONS, LLC, RADIO CITY PRODUCTIONS LLC, SPORTSCHANNEL ASSOCIATES, THE 31st STREET COMPANY, L.L.C., and THE GRAND TOUR, LLC, as Grantors |
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| By: | MSG EDEN CORPORATION, as the General | |||
| Partner of Madison Square Garden, L.P. | ||||
| By | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Executive Vice President & Treasurer | |||
| FUSE PROGRAMMING INC., as Grantor |
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| By | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Executive Vice President & Treasurer | |||
