TIME SHARING AGREEMENTTime Sharing Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TIME SHARING AGREEMENT is entered into effective as of the 17th day of December, 2018, by and between MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability corporation with a place of business at 2 Penn Plaza, New York, New York 10121 (“Lessor”), and ANDREW LUSTGARTEN, with a mailing address c/o of The Madison Square Garden Company, 2 Penn Plaza, New York, NY 10121 (“Lessee”).
AIRCRAFT DRY LEASE AGREEMENTAircraft Dry Lease Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT DRY LEASE AGREEMENT (this “Lease”) is entered in effective as of May 6, 2019, by and between BRIGHID AIR, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, NY 11797 (“Lessor”) and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee” or “MSG”).
TIME SHARING AGREEMENTTime Sharing Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of July, 2018, by and between MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessor”), and QUART 2C, LLC, a Delaware limited liability company with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Lessee”).
SECOND AMENDMENT TO LEASEMSG Entertainment Spinco, Inc. • December 3rd, 2019 • Services-amusement & recreation services • New York
This SECOND AMENDMENT TO LEASE dated as of November 6, 2002 (this “Amendment”), between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office c/o Tishman Speyer Properties, L.P., 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”).
RCPI TRUST,Lease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS LEASE is made as of the 4th day of December, 1997, between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 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”).
CREDIT AGREEMENT dated as of May 23, 2019 among TAO GROUP OPERATING LLC, as Borrower TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Joint...Credit Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of May 23, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among TAO GROUP OPERATING LLC, as the Borrower, TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as the Agent.
FLIGHT CREW SERVICES AGREEMENTFlight Crew Services Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This Flight Crew Services Agreement (this “Agreement”) is made this 6th day of May, 2019 between Dolan Family Office, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, New York 11797 (“Contractor”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (the “Customer”).
AIRCRAFT SUPPORT SERVICES AGREEMENTAircraft Support Services Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of July 1, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”); and JD & THE STRAIGHT SHOT, LLC, a New York limited liability company, with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Client”).
FIRST AMENDMENT TO LEASELease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This FIRST AMENDMENT TO LEASE dated as of February 19, 1999 (this “Amendment”), between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 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”).
AIRCRAFT SUPPORT SERVICES AGREEMENTAircraft Support Services Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of December 17, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”), on the one hand; and the following operators as follows: Charles F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber, and Kathleen M. Dolan, each an individual, with their address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (each a “Client,” and collectively, “Client” or “Clients” as appropriate), on the other hand.
SECURITY AGREEMENTSecurity Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
SECURITY AGREEMENT dated as of May 23, 2019 (this “Agreement”), among Tao Group Intermediate Holdings LLC (“Intermediate Holdings”), Tao Group Operating LLC (the “Borrower”), the Subsidiaries from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent (in such capacity, the “Collateral Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TAO Group Holdings LLC dated as of January 31, 2017Limited Liability Company Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware
This Second Amended and Restated Limited Liability Company Agreement dated as of January 31, 2017 (this “Agreement”) is among TAO Group Holdings LLC, a Delaware limited liability company (the “Company”), MSG TG, LLC, a Delaware limited liability company (“MSG”), TG Rollover Holdco LLC, a Delaware limited liability company (“Rollover Holdco”), each of the Persons designated as a “Principal” on a signature page hereto (the “Principals”), each of the Persons designated as an “Employee Rollover Holdco Member” on a signature page hereto (the “Employee Rollover Holdco Members”), each of the Persons designated as an “Other Rollover Holdco Member” on a signature page hereto (the “Other Rollover Holdco Members”; the Principals, the Employee Rollover Holdco Members and the Other Rollover Holdco Members are referred to as the “Rollover Holdco Members”), and solely with respect to its rights and obligations under Sections 6.6 (other than 6.6(c) and 6.6(d)), 6.8, 6.9 (other than 6.9(b)) and Article
GUARANTY OF LEASESurrender Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
GUARANTY OF LEASE (this “Guaranty”) dated as of the 28th day of September, 2015, by MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company, 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”).
TRANSACTION AGREEMENT dated as of January 31, 2017 among MSG TG, LLC, TG MERGER SUB, LLC, the Persons identified on the signature pages hereto as “MANAGEMENT SELLERS”, the Persons identified on the signature pages hereto as “ROLLOVER HOLDCO MEMBERS”,...Transaction Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware
TRANSACTION AGREEMENT (this “Agreement”), dated as of January 31, 2017, by and among MSG TG, LLC, a Delaware limited liability company (“Parent”), TG MERGER SUB, LLC, a Delaware limited liability company (“Parent Merger Sub”), the persons identified on the signature pages hereto as “Management Sellers” (each, a “Management Seller” and, collectively, “Management Sellers”), the persons identified on the signature pages hereto as “Rollover Holdco Members” (together with the Management Sellers, each, a “Rollover Holdco Member” and, collectively, “Rollover Holdco Members”), the persons identified on the signature pages hereto as “Direct Rollover Members” (each, a “Direct Rollover Member” and, collectively, “Direct Rollover Members”), the persons identified on Annex A as “Group Entities” (each (including, from and after the consummation of the Restructuring, ManagementCo), a “Group Entity” and, collectively, the “Group Entities”), TG ROLLOVER HOLDCO LLC, a Delaware limited liability company
THIRD AMENDMENT TO LEASELease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This THIRD AMENDMENT TO LEASE dated as of August 14, 2008 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address 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”).
FIRST AMENDMENT TO GROUND LEASEGround Lease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This FIRST AMENDMENT TO GROUND LEASE (“Amendment”) is made this 14th day of November, 2018, by and among the following (individually, a “Party” and collectively the “Parties”): SANDS ARENA LANDLORD LLC, a Nevada limited liability company (“Lessor”), MSG LAS VEGAS, LLC, a Delaware limited liability company (“Lessee”), VENETIAN CASINO RESORT, LLC, a Nevada limited liability company (“VCR”), and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company (“MSG S&E”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
This Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) dated as of May 23, 2019 is among TAO Group Holdings LLC, a Delaware limited liability company (the “Company”), MSG TG, LLC, a Delaware limited liability company (“MSG”), Marc Packer, Richard Wolf, Noah Tepperberg and Jason Strauss. Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Company’s Second Amended and Restated Limited Liability Company Agreement dated as of January 31, 2017, as currently in effect (the “LLC Agreement”).
GROUND LEASEGround Lease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Nevada
This GROUND LEASE (this “Lease”), dated as of July 16, 2018 (the “Lease Commencement Date”), is by and among Sands Arena Landlord LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Lessor”), MSG Las Vegas, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Lessee”), Venetian Casino Resort, LLC, a Nevada limited liability company (“VCR”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company (“MSG S&E”). VCR and MSG S&E join in this Lease for the purposes set forth in Section 2.3. Lessor and Lessee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MSG SPHERE AT THE VENETIAN CONSTRUCTION AGREEMENT Date: May 31, 2019Construction Agreement • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Nevada
THIS CONSTRUCTION AGREEMENT (this “Agreement”) is made as of May 31, 2019 (the “Effective Date”), by and between MSG Las Vegas, LLC (“MSG”), and Hunt Construction Group Inc. (d/b/a AECOM Hunt), (“Contractor”) (individually, a Party and, collectively, the Parties).
FOURTH AMENDMENT TO LEASELease • December 3rd, 2019 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This FOURTH AMENDMENT TO LEASE dated as of January 24, 2011 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address 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”).
