SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TAO Group Holdings LLC dated as of January 31, 2017Limited Liability Company Agreement • February 1st, 2017 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • 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
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 • February 1st, 2017 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • 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
CREDIT AND GUARANTY AGREEMENT dated as of January 31, 2017 among TAO GROUP OPERATING LLC, TAO GROUP INTERMEDIATE HOLDINGS LLC, CERTAIN SUBSIDIARIES OF TAO GROUP OPERATING LLC, as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS SPECIALTY LENDING GROUP,...Credit and Guaranty Agreement • February 1st, 2017 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 31, 2017, is entered into by and among TAO GROUP OPERATING LLC, a Delaware limited liability company (“Company”), TAO GROUP INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF COMPANY party hereto, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (“GSSLG”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”), and Sole Lead Arranger.
