AMENDMENT NO. 2 TO AIRCRAFT SUPPORT SERVICES AGREEMENT
Exhibit 10.32
AMENDMENT NO. 2 TO
AIRCRAFT SUPPORT SERVICES AGREEMENT
This AMENDMENT NO. 2 TO THE AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Amendment”) is entered into effective as of May 16, 2023, by and between MSG ENTERTAINMENT HOLDINGS, LLC, as successor-in-interest to MSG ENTERTAINMENT GROUP, LLC (f/k/a MSG SPORTS & ENTERTAINMENT, LLC), a Delaware limited liability company with an address at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10121 (“MSG”), on the one hand, and the following operators as follows: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, each an individual, with their address at c/▇ ▇▇▇▇▇ Family Office, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (each a “Client,” and collectively, “Client” or “Clients” as appropriate), on the other hand. Capitalized terms used but not defined elsewhere in this Amendment have the meanings assigned to them in the Aircraft Support Services Agreement, effective as of December 17, 2018, by and between Client and MSG (as amended, the “Aircraft Support Services Agreement”).
RECITALS
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual, and Sterling2K LLC, a New York limited liability company (“Sterling2K”), have entered into that certain Non-Exclusive Aircraft Dry Lease Agreement dated January 1, 2023, with respect to the Aircraft;
WHEREAS, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Sterling2K have terminated that certain Non-Exclusive Aircraft Dry Lease Agreement dated December 17, 2018, with respect to the Aircraft; and
WHEREAS, pursuant to Section 13.3 of the Aircraft Support Services Agreement, each Client and MSG desire to amend the Aircraft Support Services Agreement, to add ▇▇▇▇▇ ▇. ▇▇▇▇▇ as a Client and a Party to the Aircraft Support Services Agreement and to remove ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as a Client and a Party to the Aircraft Support Services Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
AMENDMENT TO AIRCRAFT SUPPORT SERVICES AGREEMENT
Section 1.1. The MSG notice provision in Section IV of the Specific Terms of the Aircraft Support Services Agreement is hereby deleted and replaced in its entirety by:
To MSG:
MSG Entertainment Holdings, LLC
c/o Madison Square Garden Entertainment Corp.
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
New York, New York 10121
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
with copies to (which shall not constitute notice):
MSG Entertainment Holdings, LLC
c/o Madison Square Garden Entertainment Corp.
7144 Republic Airport, Hangar 41
Farmingdale, New York 11735
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
and
MSG Entertainment Holdings, LLC
c/o Madison Square Garden Entertainment Corp.
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
New York, New York 10121
Attn: General Counsel
Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
ARTICLE II
ADDITION OF ▇▇▇▇▇ ▇. ▇▇▇▇▇ AS A CLIENT
Section 2.1 Client and MSG hereby agree that, the Aircraft Support Services Agreement is hereby amended by adding ▇▇▇▇▇ ▇. ▇▇▇▇▇ as a Client and as a Party to the Aircraft Support Services Agreement, and the Parties confirm and agree that, upon execution of this Amendment, ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be a Party to the Aircraft Support Services Agreement as fully and with the same force and effect as if ▇▇▇▇▇ ▇. ▇▇▇▇▇ had originally executed and delivered a counterpart thereof.
ARTICLE III
REMOVAL OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ AS A CLIENT
Section 3.1 Client and MSG hereby agree that, the Aircraft Support Services Agreement is hereby amended by removing ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as a Client and as a Party to the Aircraft Support Services Agreement, and the Parties confirm and agree that, upon execution of this Amendment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be removed as a Party to the Aircraft Support Services Agreement. Furthermore, the Parties acknowledges that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ has satisfied all obligations under the Aircraft Support Services Agreement and shall have no further responsibilities or obligations, financial or otherwise, going forward.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Except as expressly modified and superseded by this Amendment, the Aircraft Support Services Agreement shall continue to be in full force and effect in accordance with its terms. After the date of this Amendment, all references to the “Aircraft Support Services Agreement” or phrases with similar meaning shall refer to the Aircraft Support Services Agreement as amended by this Amendment.
Section 4.2. The provisions of Section 13.1, Section 13.3, Section 13.5 and Section 13.6 of the Aircraft Support Services Agreement shall apply mutatis mutandis to this Amendment.
[Signature page follows.]
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| MSG: | ||
| MSG ENTERTAINMENT HOLDINGS, LLC | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Executive Vice President & Chief Financial Officer | |
| CLIENT: |
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[Signature Page to Amendment No. 2 to Aircraft Support Services Agreement]