April 20, 2023 Mr. James L. Dolan MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:Letter Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
This letter agreement (the “Agreement”), effective as of the closing of the Spin-Off (the “Effective Date”) will confirm the terms of your employment with MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., the “Company”) following the Effective Date. For purposes of this Agreement, “Spin-Off” means the distribution of approximately 67% of the issued and outstanding shares of common stock of the Company to the shareholders of Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co., “Sphere Entertainment”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
Registration Rights Agreement (this “Agreement”) dated as of March 31, 2023 (but effective as provided in Section 10(l)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
ContractCredit Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER dated as of April 18, 2023 (this “Amendment”), among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), the GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
Registration Rights Agreement (this “Agreement”) dated as of March 31, 2023 (but effective as provided in Section 9(k)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
STANDSTILL AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUPStandstill Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
Standstill Agreement (this “Standstill Agreement”), dated as of March 31, 2023, by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Standstill Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.
DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of April 20, 2023, among MADISON SQUARE GARDEN ENTERTAINMENT CORP. (to be renamed Sphere Entertainment Co.) as Borrower, and MSG ENTERTAINMENT HOLDINGS, LLC, as LenderTerm Loan Credit Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York
This DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 20, 2023, by and among Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (the “Borrower”), and MSG Entertainment Holdings, LLC, a Delaware limited liability company (the “Lender”).
SEVENTH AMENDMENT TO LEASEMadison Square Garden Entertainment Corp. • April 24th, 2023 • Services-miscellaneous amusement & recreation • New York
SEVENTH AMENDMENT TO LEASE, dated as of April 18, 2023 (this “Agreement”), by and between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company, having an office c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”) and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company, having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
RELEASERelease • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York
RELEASE, dated as of April 18, 2023 (this “Release”), by and between MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC and to be renamed Sphere Entertainment Group, LLC) (“Original Guarantor”) and RCPI Landmark Properties, L.L.C., successor-in-interest to RCPI Trust (“Landlord”).
GUARANTY OF LEASESurrender Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation
GUARANTY OF LEASE (this “Guaranty”) dated as of the 18th day of April 2023, by MSGE SPINCO, INC. (to be renamed MADISON SQUARE GARDEN ENTERTAINMENT CORP. upon the Distribution (as defined in Paragraph 18 below), a Delaware corporation, with an address at 2 Penn Plaza, New York, New York (“Guarantor”), to RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address at c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”).
