Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SEVENTH AMENDMENT TO LEASE

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”).

WITNESSETH:

WHEREAS, pursuant to a Lease, dated as of December 4, 1997 (the “Original Lease”), between Landlord (as successor-in-interest to RCPI Trust) and Tenant, as amended by (i) First Amendment to Lease, dated as of February 19, 1999, (ii) Second Amendment to Lease, dated as of November 6, 2002, (iii) Letter Agreement, dated as of February 9, 2007, (iv) Third Amendment to Lease, dated as of August 14, 2008, (v) Fourth Amendment to Lease, dated as of January 24, 2011, (vi) Fifth Amendment to Lease, dated as of July 18, 2018, (vii) Letter Agreements, dated as of February 24, 2021, March 25, 2021 and April 29, 2021 and (viii) Sixth Amendment to Lease dated as of July 1, 2021 (the Original Lease, as amended, the “Lease”), Tenant is leasing from Landlord the Premises comprised of the Music Hall, the 1270 Space, the 50 Rock Space, the Retail Space and the Storage Premises in the buildings known as (a) 1260 Avenue of the Americas, New York, New York, (b) 1270 Avenue of the Americas, New York, New York and (c) 50 Rockefeller Plaza, New York, New York ((a), (b) and (c), collectively, the “Building”), as is more particularly described in the Lease;

WHEREAS, pursuant to a Guaranty of Lease, dated as of September 18, 2015, from MSG Entertainment Group, LLC (formerly known as MSG Sports & Entertainment, LLC), a Delaware limited liability company (“Original Guarantor”), to Landlord (as amended, the “Original Guaranty”), Guarantor guarantees certain obligations of Tenant under the Lease, as more particularly described in the Guaranty; and

WHEREAS, Tenant represents to Landlord that pursuant to and after the Distribution (as hereinafter defined), all of Tenant’s membership interests shall continue to be owned by MSG National Properties, LLC, the membership interests in which, in turn, shall be indirectly owned by MSGE Spinco, Inc. (which shall be renamed Madison Square Garden Entertainment Corp. (“New Guarantor”) upon the Distribution), but the identity of Tenant is not changing, all as part of the transaction described in the Draft Information Statement filed as an exhibit to New Guarantor’s Registration Statement on Form 10 (the “Distribution”); and

WHEREAS, on the date hereof, New Guarantor shall have a Net Worth (as hereinafter defined) of at least [*****], and, in exchange for the Release by Landlord annexed hereto as Exhibit A-1, New Guarantor has delivered to Landlord a new guaranty in the form annexed hereto as Exhibit A-2 (the “New Guaranty”).

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NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Tenant and New Guarantor. Subject to the provisions of this Agreement, Landlord confirms that the indirect transfer of the ownership interests in Tenant to New Guarantor pursuant to the Distribution shall not violate the provisions of the Lease nor shall it require any further Landlord consent. Tenant acknowledges that it shall continue to operate the Building as it has been operated and shall otherwise perform all of its obligations in accordance with the provisions of the Lease. Landlord further confirms that New Guarantor is hereby substituted for Original Guarantor effective upon the consummation of the Distribution and delivery to Landlord of the New Guaranty.

2. Net Worth. Effective upon the Distribution, the definition of “Net Worth” for all purposes of the Lease, as such definition relates to New Guarantor only, shall mean the excess of the appraised fair market value of such entity’s assets over such entity’s liabilities, as evidenced by reasonable supporting documentation delivered by Tenant (or Guarantor as applicable) to Landlord and reasonably acceptable to Landlord acting in good faith (which, for the avoidance of doubt, shall include an appraisal in a form and from an appraiser reasonably acceptable to Landlord).

3. Further Assurances. The parties hereto agree, at the reasonable request of one or more of the other parties, to take such further actions and to execute and deliver such further reasonable instruments and documents as are reasonably necessary to carry out the intent of this Agreement. Without limiting the generality of the foregoing, Landlord has obtained the consent to this Agreement by Landlord’s existing mortgagee with respect to the Building.

4. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

5. Counterparts. This Agreement may be executed in any number of separate counterparts and by different parties in separate 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 by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart.

6. Broker. Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker in connection with this Agreement other than Newmark & Company Real Estate, Inc. d/b/a Newmark (“Broker”), and that, to the best of its knowledge, no other broker negotiated this Agreement or is entitled to any fee or commission in connection herewith. Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) incurred in connection with any claim, proceeding or judgment and the defense thereof which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent arising out of any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Agreement, or the above representation being false. Tenant’s indemnification to Landlord shall include any claim made by Broker. The provisions of this paragraph shall survive the expiration or earlier termination of the term of the Lease.

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7. Effectiveness of Agreement. This Agreement shall become effective immediately upon the consummation of the Distribution, as defined in the Draft Information Statement filed as an exhibit to the Registration Statement on Form 10 of MSGE Spinco, Inc., and receipt of the New Guaranty from New Guarantor. Tenant shall provide prompt notice to Landlord of the date of the consummation of the Distribution. If the Distribution has not been consummated by May 31, 2023, then this Agreement shall have no force or effect thereafter. Tenant shall upon presentation of an invoice(s) therefor reimburse Landlord for the reasonable out-of-pocket costs incurred by Landlord associated with the transactions contemplated hereby. Except as expressly set forth herein, all of the terms, conditions, covenants and obligations contained in the Lease remain in full force and effect without modification or change and this Agreement shall not by implication or otherwise create a precedent or limit, impair, constitute a waiver of or otherwise affect the rights, remedies, and obligations of the parties under the Lease or the New Guaranty.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above set forth. Landlord:

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Exhibit 10.2

RELEASE

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”).

WITNESSETH:

WHEREAS, Landlord and Radio City Productions LLC (“Tenant”) are the present parties to an agreement of lease, dated as of December 4, 1997 (such lease, as modified by (i) First Amendment to Lease dated as of February 19, 1999, (ii) Second Amendment to Lease dated as of November 6, 2002, (iii) Third Amendment to Lease dated as of August 14, 2008, (iv) Fourth Amendment to Lease dated as of January 24, 2011, (v) Fifth Amendment to Lease dated as of July 18, 2018, (vi) Letter Agreements dated as of February 24, 2021, March 25, 2021 and April 29, 2021 and (vii) Sixth Amendment to Lease dated as of July 1, 2021, together with any modifications, amendments, extensions and renewals hereafter, being collectively called the “Lease”), covering space consisting of the Radio City Music Hall and portions of buildings commonly known as 1270 Avenue of the Americas, New York, New York and 50 Rockefeller Plaza, New York, New York (the “Premises”);

WHEREAS, in connection with the Lease, Original Guarantor provided Landlord the Guaranty of Lease dated as of September 18, 2015 (as amended, the “Original Guaranty”);

WHEREAS, on the date hereof, pursuant to a corporate reorganization and as part of a transaction of the type described in Clause B of Section 16.5(a) of the Lease, MSGE Spinco, Inc. (which, upon the Distribution, shall be renamed Madison Square Garden Entertainment Corp.) (“New Guarantor”) has satisfied the requirements of Clause (z) of Section 16.6 and Article 35 of the Lease, including with respect to the delivery to Landlord of a new guaranty in substantially the same form as the Original Guaranty (the “New Guaranty”); and

WHEREAS, Article 35 of the Lease provides that, upon delivery of the New Guaranty by the New Guarantor, Landlord shall execute an instrument of release to release Original Guarantor from any obligations under the Original Guaranty accruing from and after the date of delivery of the New Guaranty.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in satisfaction of the requirements of Article 35 of the Lease, the parties hereto hereby agree as follows:

Section 1 Release of Original Guarantor

As of the effectiveness of this Release pursuant to Section 5 below, and subject to the terms hereof, Original Guarantor is hereby released as guarantor under the Original Guaranty from all obligations arising under the Original Guaranty from and after the date hereof.

Section 2 Further Assurances

Landlord agrees, at the reasonable request of Original Guarantor, to take such further actions and to execute and delivery such further reasonable instruments and documents as are reasonably necessary to carry out the intent of this Release.

Section 3 Governing Law

This Release and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

Section 4 Counterparts

This Release may be executed in any number of separate counterparts and by different parties in separate 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 by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart.

Section 5 Effectiveness of Release

This Release shall become effective immediately upon the consummation of the Distribution, as defined in the Draft Information Statement filed as an exhibit to the Registration Statement on Form 10 of New Guarantor and receipt of the New Guaranty from the New Guarantor. If the Distribution has not been consummated by May 31, 2023, then this Release shall have no force or effect.

[Signature Page Follows]

IN WITNESS WHEREOF, this Release has been duly executed as of the day and year first above set forth.

[Signature Page to RCMH Release]

Exhibit 10.3

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

GUARANTY OF LEASE

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”).

W I T N E S S E T H:

WHEREAS, Radio City Productions LLC (“Tenant”) and Landlord are the present parties to an agreement of lease, dated as of December 4,1997 (such lease, as modified by (i) First Amendment to Lease, dated as of February 19, 1999, (ii) Second Amendment to Lease, dated as of November 6, 2002, (iii) Letter Agreement, dated as of February 9, 2007, (iv)Third Amendment to Lease, dated as of August 14, 2008, (v) Fourth Amendment to Lease, dated as of January 24, 2011, (vi) Fifth Amendment to Lease, dated as of July 18, 2018, (vii) Letter Agreements, dated as of February 24, 2021, March 25, 2021 and April 29, 2021, (viii) Sixth Amendment to Lease dated as of July 1, 2021 and (ix) Seventh Amendment to Lease dated as of the date of this Guaranty (the lease, as amended, the “Lease”), covering space consisting of the Radio City Music Hall and portions of buildings commonly known as 1270 Avenue of the Americas, New York, New York and 50 Rockefeller Plaza, New York, New York (the “Premises”):

WHEREAS, unless otherwise provided herein all terms not defined herein shall have the meanings given in the Lease;

WHEREAS, in connection with the Lease, MSG Entertainment Group, LLC (the “Original Guarantor”), provided to Landlord the Guaranty of Lease dated as of September 18, 2015 (as amended, the “Original Guaranty”);

WHEREAS, in connection with a corporate reorganization, Tenant has requested that Original Guarantor be released from its obligations under the Original Guaranty and, in connection therewith, Article 35 of the Lease requires Guarantor to execute and deliver to Landlord a guaranty, in substantially the same form as the Original Guaranty, of (1) the performance by Tenant of all of the terms, covenants, conditions, obligations and agreements contained in the Lease on the part of Tenant to be performed thereunder, including, without limitation, the prompt payment when due of all Fixed Rent, Additional Rent, and all other sums required to be paid by Tenant under the Lease subject only to the limitation on liability set forth in paragraph 1(b) below, and (2) any liability of Tenant arising out of a breach of any warranty or representation of Tenant contained in the Surrender Agreement (as hereinafter defined) (the liabilities and obligations contained in clauses (1) and (2) of this recital are collectively referred to herein as the “Covenants”):

NOW, THEREFORE, in satisfaction of the aforesaid requirement in Section 35 of the Lease, Guarantor agrees with Landlord as follows:

1. (a) Guarantor unconditionally guarantees to Landlord the prompt, full and faithful payment, performance and observance of all Covenants; and Guarantor unconditionally covenants to Landlord that if default or breach shall at any time be made by Tenant in the Covenants, Guarantor shall well and truly pay or perform (or cause to be paid or performed) the Covenants and pay all damages and other amounts stipulated in the Lease with respect to the non-performance of the Covenants, or any of them. Guarantor shall pay to Landlord on demand all expenses (including, without limitation, reasonable attorneys’ fees and disbursements) of, or incidental to, or relating to the enforcement or protection of Landlord’s rights hereunder or Landlord’s rights under the Lease.

(b) Notwithstanding Section 1(a) above, Guarantor’s liability under this Guaranty shall not exceed the lesser of (a) the sum of (i) [*****] (ii) an amount equal to all Rent and Additional Rent payable under the Lease for the period commencing on (x) the date on which Tenant defaults in the payment of Rent due under the Lease or on any of the other Covenants which default on Tenant’s part remains uncured following the giving of any required notice (except that no such notice shall be required to the extent Landlord is stayed from giving such notice by the applicable provisions of the Bankruptcy Code) and the expiration of any applicable grace period so as to become an Event of Default under the Lease (provided, however, that if Tenant cures such Event of Default and Landlord accepts such cure, such default shall no longer be deemed to have become an Event of Default for purposes hereof) and ending on (y) the Surrender Date (as hereafter defined) assuming, for purposes of this computation only, that Landlord did not elect to terminate the Lease by reason of such Event of Default, and (iii) all expenses (including reasonable attorneys’ fees and disbursements) of, or incidental to, or relating to the enforcement or protection of Landlord’s rights hereunder or (b) the proceeds of a Letter of Credit or cash security posted by Guarantor pursuant to Section 2 below.

2. (a) Guarantor agrees to maintain a Net Worth of at least [*****]. Guarantor shall deliver or cause to be delivered to Landlord, as soon as available and in no event later than 90 days after the close of each fiscal year (except as set forth in clause (ii) below) at Guarantor’s election, both of the following: (i) annual consolidated financial statements for Guarantor prepared in accordance with generally accepted accounting principles, which shall be certified by an officer of Guarantor and audited by an independent accounting firm which shall be any one of the so-called “Big Four” accounting firms or any other accounting firm reasonably acceptable to Landlord; and (ii) commencing in 2024 and no later than ninety (90) days after the filing of Guarantor’s 10-K each year, reasonable supporting documentation delivered by Guarantor to Landlord and reasonably acceptable to Landlord acting in good faith (which, for the avoidance of doubt, shall include an appraisal in a form and from an appraiser reasonably acceptable to Landlord ) evidencing that Guarantor has met the Net Worth requirement set forth above based on the definition of Net Worth contained in the Seventh Amendment of Lease, notwithstanding the information contained in the consolidated financial statements referred to in clause (i) above. For the avoidance of doubt, Guarantor shall not be required to provide documentation in accordance with clause (ii) above until 2024 (it being acknowledged that Guarantor has delivered such evidence to Landlord in respect of 2023 in conjunction with entering into this Guaranty), and notwithstanding anything in this Guaranty to the contrary, Guarantor’s failure to so deliver the documentation described in clause (ii) in 2023 shall not be considered a default of this Guaranty or an Event of Default under the Lease. Otherwise, the only effect of the breach of the foregoing covenants shall be that such breach shall constitute an Event of Default under the Lease. Landlord shall have all of its rights against Guarantor by reason of the occurrence of an Event of Default under the Lease, but shall have no independent right of action against Guarantor by reason of the breach of the foregoing covenants.

(b) If Guarantor’s Net Worth shall fail to meet the requirement set forth in Section 2(a) above as shown in the documentation delivered to Landlord pursuant to Section 2(a)(ii) above (the “Failure”), then within 10 days after Guarantor delivers such documentation to Landlord, Guarantor shall, at Guarantor’s election, either deposit with Landlord, in lieu of this Guaranty, (1) a “clean”, unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”) in the amount of [*****], and in form reasonably satisfactory to Landlord, issued by and drawn on a bank reasonably satisfactory to Landlord in its sole discretion (the “Issuing Bank”), and which is a member of the New York Clearing House Association, for the benefit of Landlord, for a term of not less than one year, as security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of the Lease; provided that the Letter of Credit shall contain, if commercially obtainable, an “evergreen” provision, providing that the term of such letter of credit shall automatically be extended for successive additional periods of one year but not beyond 45 days after the then Expiration Date unless, not less than 30 days prior to any then pending Expiration Date, the bank issuing such Letter of Credit shall give Landlord written notice of its election not to renew the Letter of Credit at the address provided for in the Lease, and if Guarantor shall not provide a replacement Letter of Credit within 10 days after such notice from the issuing bank, in which event Landlord shall have the right to draw under the Letter of Credit and to retain the proceeds as hereinafter provided or, if such “evergreen provision” is not commercially obtainable, the Letter of Credit shall provide by its terms that it shall not expire prior to 45 days after the then Expiration Date, or (2) cash in the amount of [*****] which Landlord shall deposit in a standard interest-bearing security deposit account in a bank located in New York State, provided that if Guarantor’s Net Worth is less than [*****], Tenant shall only have the right to deposit with Landlord a Letter of Credit in the amount of [*****] hereunder. To the extent not prohibited by law, Landlord shall be entitled to receive and retain as an administrative expense an amount equal to interest on the cash security at the rate of 0.1% per annum, which amount Landlord shall have the right to withdraw, at any time and from time to time, as Landlord may determine. The balance of the interest shall be paid to Guarantor annually. Landlord shall not be required to credit Guarantor with any interest for any period during which Landlord does not actually receive interest on the cash security. If an Event of Default or, during the pendency of any bankruptcy or insolvency proceeding brought by or against Tenant, any monetary default shall occur and be continuing, Landlord may apply the cash security or draw under the Letter of Credit and apply the whole or any part of the proceeds thereof toward the payment of any item of rent or additional rent as to which Tenant is in default. If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Lease, the cash security or the Letter of Credit, as the case may be, shall be returned to Guarantor within 45 days after the expiration of the Lease. If Guarantor shall fail to replace a Letter of Credit that the issuing bank is not renewing as aforesaid, Landlord may draw under the Letter of Credit and retain the proceeds thereof as cash security in lieu of the Letter of Credit and apply same as contemplated by this Section 2. It is expressly understood and agreed that the breach of the covenant set forth in Section 2(a) hereof shall not be deemed an Event of Default under the Lease unless Guarantor shall have failed to deliver the cash security or Letter of Credit to Landlord within the time period set forth herein. Upon delivery of the cash security or Letter of Credit, this Guaranty shall be without recourse to Guarantor other than against the Letter of Credit and/or cash delivered under this Section 2.

(c) In addition to the requirements set forth in Section 2(b) above, if at any time from and after effectiveness of this Guaranty, the market cap (the “Market Cap”) of Guarantor (based on its stock price as reflected on the New York Stock Exchange, trading as MSGE) falls below [*****] for ten (10) consecutive trading days and Tenant has not theretofore posted a Letter of Credit or cash security pursuant to Section 2(b) above, then Guarantor shall be required to deliver to Landlord the [*****] Letter of Credit referred to above within ten (10) days after such tenth (10^th) consecutive day. If, after the delivery of the Letter of Credit, Guarantor maintains a Market Cap of [*****] or more for two (2) consecutive calendar quarters, then Landlord shall return the Letter of Credit to Guarantor. Notwithstanding the foregoing, if, at any time from and after effectiveness of this Guaranty, Guarantor fails to maintain a Market Cap of [*****] and Tenant has not theretofore posted a Letter of Credit or cash security pursuant to Section 2(b) above, then Guarantor shall be required to deliver the [*****] Letter of Credit within ten (10) days after the date on which the Market Cap is less than [*****]. In such event, Landlord shall return the Letter of Credit to Guarantor upon Guarantor maintaining a Market Cap of [*****] or more for two (2) consecutive calendar quarters, as set forth above. If an Event of Default or, during the pendency of any bankruptcy or insolvency proceeding brought by or against Tenant, any monetary default shall occur and be continuing, Landlord may draw under the Letter of Credit and apply the whole or any part of the proceeds thereof toward the payment of any item of rent or additional rent as to which Tenant is in default. If the Letter of Credit has not previously been returned by Landlord and Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of the Lease, the Letter of Credit shall be returned to Guarantor within 45 days after the expiration of the Lease. If Guarantor shall fail to replace a Letter of Credit that the issuing bank is not renewing as aforesaid, Landlord may draw under the Letter of Credit and retain the proceeds thereof as cash security in lieu of the Letter of Credit and apply same as contemplated by this Section 2. It is expressly understood and agreed that the breach of the covenant set forth in this Section 2(c) shall not be deemed an Event of Default under the Lease unless Guarantor shall have failed to deliver the Letter of Credit to Landlord within the time period set forth herein.

(d) The Issuing Bank shall have combined capital, surplus and undivided profits of at least $1 billion, a financial strength rating of at least “B”, and a long-term bank deposit rating of at least “Aa”, as published by Moody’s Investors Services, Inc., or its successor (collectively, the “Issuing Bank Criteria”). If at any time during the Term at such time when Guarantor has delivered a Letter of Credit to Landlord pursuant to the foregoing provisions of this Section 2, the Issuing Bank either (i) does not maintain the Issuing Bank Criteria, (ii) is declared insolvent by the Federal Deposit Insurance Corporation, or (iii) is in receivership or if such institution’s funds are no longer insured by the Federal Deposit Insurance Corporation, then (1) Landlord may so notify Tenant, (2) Tenant shall deliver a replacement letter of credit from another commercial bank reasonably satisfactory to Landlord in its sole discretion within thirty (30) days after receipt of such notice and (3) if Tenant fails to deliver a replacement letter of credit within such thirty (30) day period, Landlord may draw the full amount of such Letter of Credit and hold the proceeds as cash security under the same terms applicable to the Letter of Credit as set forth above until Guarantor delivers such replacement Letter of Credit from an Issuing Bank reasonably approved by Landlord (and if Landlord is unable to so draw on such Letter of Credit,

then Guarantor shall deliver a cash security deposit to Landlord within five (5) business days thereafter).Landlord shall return any such cash security promptly after (and shall have no right to draw on and/or use same upon) Landlord’s receipt of such replacement Letter of Credit. As of the date of this Guaranty, Landlord approves JPMorgan Chase Bank, N.A. as the Issuing Bank.

3. The liability of Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation:

(a) any amendment, modification or extension of the Lease or any Covenant;

(b) any extension of time for performance, whether in whole or in part, of any Covenant given prior to or after default thereunder;

(c) any exchange, surrender or release, in whole or in part, of any security which may be held by Landlord at any time for or under the Lease;

(d) any other guaranty now or hereafter executed by Guarantor or anyone else;

(e) any waiver of or assertion or enforcement or failure or refusal to assert or enforce, in whole or in part, any Covenant, claim, cause of action, right or remedy which Landlord may, at any time, have under the Lease or with respect to any guaranty or any security which may be held by Landlord at any time for or under the Lease or with respect to Tenant;

(f) any act or omission or delay to do any act by Landlord which may in any manner or to any extent vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor as a matter of law;

(g) the release of any other guarantor from liability for the performance or observance of any Covenant, whether by operation of law or otherwise;

(h) the failure to give Guarantor any notice whatsoever except to the extent required by the Lease;

(i) any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

(j) any assignment conveyance, mortgage, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise) of all or part of the interest or rights of Landlord under the Lease.

(k) any assignment, conveyance, mortgage, merger or other transfer, voluntary or involuntary (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Lease except to the extent expressly provided in the Lease.

If any agreement between Landlord and Tenant shall extend the time of performance or modify any of the Covenants, Guarantor shall continue to be liable upon this Guaranty according to the tenor of the Lease without regard to such agreement except to the extent Guarantor shall consent in writing to such agreement.

4. To charge Guarantor under this Guaranty no demand shall be required, Guarantor hereby expressly waiving any such demand. Landlord shall have the right to enforce this Guaranty without pursuing any right or remedy of Landlord against Tenant or any other party, or any security Landlord may hold, it being intended that immediately upon any breach or default by Tenant in the performance or observance of any Covenant, Guarantor shall be obligated to Landlord as provided in this Guaranty. Landlord may commence any action or proceeding based upon this Guaranty directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding. Any one or more successive and/or concurrent actions may be brought hereon against Guarantor either in the same action, if any, brought against Tenant and/or any other party or in separate actions, as often as Landlord, in its sole discretion, may deem advisable.

5. This Guaranty shall be binding upon Guarantor and its successors and permitted assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Lease or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guaranty reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6. Guarantor hereby expressly waives and releases (a) notice of the acceptance of this Guaranty and notice of any change in Tenant’s financial condition; (b) the right to interpose any substantive or procedural defense of the law of guaranty, indemnification or suretyship, except the defense of prior payment or prior performance by Tenant or that Tenant has no obligation to pay or perform (of the obligations which Guarantor is called upon to pay or perform under this Guaranty); (c) all rights and remedies accorded by applicable law to guarantors or sureties, including without limitation, any extension of time conferred by any law now or hereafter in effect; (d) the right to trial by jury, in any action or proceeding of any kind arising on, under, out of, or by reason of or relating, in any way, to this Guaranty or the interpretation, breach or enforcement thereof; (e) the right to interpose any defense (except as allowed under (b) above), set off or counterclaim of any nature or description in any action or proceeding; and (f) any right or claim of right to cause a marshaling of Tenant’s assets or to cause Landlord to proceed against Tenant and/or any collateral held by Landlord at any time or in any particular order (except as expressly provided in Section 3 hereof).

7. Neither Guarantor’s obligation to make payment in accordance with this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed, stayed, released or limited in any manner by any impairment, modification, change, release, limitation or stay of the liability of Tenant or its estate in bankruptcy or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Bankruptcy Code of the United States or other statute or from the decision of any court interpreting any of the same, and Guarantor shall be obligated under this Guaranty as if no such impairment, stay, modification, change, release or limitation had occurred.

8. As used herein, the term “Surrender Date” shall mean the date upon which all of the following shall have occurred: (i) Tenant shall have surrendered to Landlord vacant possession of the Premises in the condition required under the terms of the Lease, (ii) Landlord shall have received a surrender agreement in the form annexed as Exhibit A (the “Surrender Agreement”) duly executed and acknowledged by Tenant and (iii) Landlord shall have received all keys and combinations to the Premises,

9. This Guaranty and all rights, obligations and liabilities arising hereunder shall be construed according to the laws of the State of New York. Guarantor hereby irrevocably agrees that any legal action, suit or proceeding against Guarantor in connection with this Guaranty or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States Courts for the Southern District of New York, or in the courts of the State of New York, as Landlord may elect, and, by execution and delivery of this Lease, Guarantor hereby irrevocably accepts and submits to the venue and non-exclusive jurisdiction of each of the aforesaid courts in persona, generally and unconditionally with respect to any such action, suit, or proceeding for itself and in respect of its property. Guarantor further agrees that final judgment against Guarantor in any action, suit, or proceeding referred to herein shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its indebtedness. Guarantor hereby designates CSC Corporation, having an address at 251 Little Falls Drive, Wilmington, Delaware 19808-1674 as its agent for service of process.

10. Guarantor hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or relating to this Guaranty or to the Lease.

11. Guarantor represents and warrants to Landlord that as of the date hereof:

(a) Guarantor has full power, authority and legal right to execute, deliver, perform and observe this Guaranty, including, without limitation, the payment of all moneys hereunder.

(b) The execution, delivery and performance by Guarantor of this Guaranty have been duly authorized by all necessary limited liability company action.

(c) This Guaranty constitutes the legal, valid and binding obligation of Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, and other laws affecting creditors’ rights generally, to moratorium laws from time to time in effect and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

12. Guarantor shall not merge or consolidate with any other entity or sell all or substantially all of its assets unless either (a) Guarantor shall be the surviving entity or (b) contemporaneously with such merger or consolidation or sale, the surviving or purchasing entity executes and delivers to Landlord a guaranty, substantially in the form and substance of this Guaranty, together with reasonably satisfactory evidence of the due authorization, execution, delivery, validity, binding effect and enforceability thereof, but whether or not such execution and delivery shall take place the surviving or purchasing entity shall be bound by this Guaranty as if it had so executed and delivered such guaranty.

13. If Landlord shall be obligated by reason of any bankruptcy, insolvency or other legal proceeding to pay or repay to Tenant or to Guarantor or to any trustee, receiver or other representative of either of them, any amounts previously paid by Tenant or Guarantor on account of the Covenants or pursuant to this Guaranty, Guarantor shall reimburse Landlord for any such payment or repayment and this Guaranty shall extend to the extent of such payment or repayment made by Landlord, except to the extent, if any, that such payment or repayment is prohibited by law or that such payment or repayment constitutes merely a reimbursement of any overpayment. Landlord shall not be required to litigate or otherwise dispute its obligation or make such payment or repayment if in good faith and on written advice of counsel Landlord believes that such obligation exists.

14. Landlord and Guarantor shall each, at any time and from time to time, within ten (10) business days following request by the other, execute, acknowledge and deliver to the other a statement certifying that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Guarantor is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

15. All remedies afforded to Landlord by reason of this Guaranty or the Lease, or otherwise available at law or in equity, are separate and cumulative remedies and no one remedy, whether or not exercised by Landlord, shall be deemed to be in exclusion of any other remedy available to Landlord and shall not limit or prejudice any other legal or equitable remedy which Landlord may have.

16. If any term, covenant, condition or provision of this Guaranty or the application thereof to any circumstance or to Guarantor shall be invalid or unenforceable to any extent, the remaining terms, covenants, conditions and provisions of this Guaranty or the application thereof to any circumstances or to Guarantor other than those as to which any term, covenant, condition or provision is held invalid or unenforceable, shall not be affected thereby and each remaining term, covenant, condition and provision of this Guaranty shall be valid and shall be enforceable to the fullest extent permitted by law.

17. Any notice hereunder shall be in writing and personally delivered or sent by certified or registered mail, return receipt requested to Landlord or Guarantor at their respective addresses hereinabove set forth (to the attention of their respective General Counsel) or such other address designated by Landlord or Guarantor by 10 days’ prior notice. Any notice shall be deemed given as of the date of delivery as indicated by affidavit in case of personal delivery or by the return receipt in the case of mailing; and in the event of failure to deliver by reason of changed address of which no notice is given or refusal to accept delivery, as of the date of such failure as indicated by affidavit or return receipt as aforesaid.

18. This Guaranty of Lease shall become effective immediately upon the consummation of the Distribution, as defined in the Draft Information Statement filed as an exhibit to the Registration Statement on Form 10 of Guarantor. If the Distribution has not been consummated by May 31, 2023, then this Guaranty shall have no force or effect and the Original Guaranty shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, Guarantor has executed this Guaranty of Lease as of the day and year first above written.

[Signature Page to RCMH New Guaranty]

EXHIBIT A

SURRENDER AGREEMENT

THIS SURRENDER AGREEMENT, made as of the day of___, __ between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office at 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 with an office at 1260 Avenue of the Americas, New York, New York 10019 (“Tenant”).

W I T N E S S E T H:

WHEREAS, by Agreement of Lease, dated as of December 4,1997 (as the same has heretofore been amended, the “Lease”) between Landlord and Tenant, Landlord did demise and let unto Tenant, and Tenant did hire and take from Radio City Music Hall and portions of the buildings commonly known as 1270 Avenue of the Americas and 50 Rockefeller Plaza New York (the “Premises”); and

WHEREAS, Tenant desires to surrender the Premises effective upon the date this Agreement and all keys and combinations to the Premises are delivered to Landlord (such date being hereinafter referred to as the “Surrender Date”), upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Landlord and Tenant do hereby agree as follows:

1. Surrender of Premises. Effective as of the Surrender Date, Tenant hereby surrenders to Landlord all of Tenant’s right, title and interest in and to the Premises and the Lease, together with all alterations, installations, additions and improvements in and to said Premises (in the manner provided for in the Lease), to the intent and purpose that the estate of Tenant in and to the Premises shall be wholly extinguished as of the Surrender Date.

2. Representations. Tenant hereby warrants and represents to Landlord that nothing has been done or suffered by Tenant whereby the Lease, the Premises or the estate of Tenant in and to said Premises or any part thereof, has been encumbered in any way whatsoever; Tenant has good right to surrender the same; and that no one other than Tenant has acquired through or under Tenant any right, title or interest in and to the Lease or the term and estate thereby granted or in and to all or any part of the Premises covered by the Lease including, without limitation, all alterations, installations, additions, and improvements in and to the Premises.

3. Brokerage. Tenant further warrants and represents to Landlord that it has not dealt with any real estate agent or broker in connection with this Agreement and/or the Premises and that this Agreement was not brought about or procured through the use or instrumentality of any agent or broker. Tenant covenants and agrees to indemnify and hold Landlord harmless from and against any and all claims for commissions and other compensation made by any agent or agents and/or any broker or brokers based on any dealings between Tenant and any agent or agents and/or broker or brokers, together with all costs and expenses incurred by Landlord in resisting such claims (including, without limitation, attorneys’ fees).

4. Continuing Liability. The delivery of this Agreement to Landlord shall not affect any liability or obligation of Tenant under the Lease and shall not be construed to diminish, limit or otherwise reduce any liability or obligation that Tenant would otherwise have under the Lease if this Agreement were never delivered to Landlord.

5. Successors and Assigns. The covenants, conditions, provisions and agreements contained in this Agreement shall bind Tenant, its permitted successors and assigns and inure to the benefit of Landlord and its successors and assigns.

6. No Oral Modifications. This Agreement may not be changed, modified or canceled orally and shall inure to the benefit of and be binding upon the parties hereto, then- successors, legal representatives and assigns.

7. Survival. The provisions of this Agreement shall survive the termination of the Lease.

IN WITNESS WHEREOF, the parties have executed this Surrender Agreement as of the day and year first above written.

Exhibit 10.4

EXECUTION VERSION

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”).

Reference is made to the Credit Agreement dated as of June 30, 2022 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among the Company, the Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement.

The Company’s indirect parent company, Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), has determined to separate its traditional live entertainment business from the Company’s Sphere, MSG Networks and Tao Group Hospitality businesses through a tax-free distribution of the live entertainment business (the “Spin-Off”). The Company and certain of its Subsidiaries and other Affiliates will effectuate certain reorganization transactions in connection with the Spin-Off pursuant to the Contribution Agreement by and among Madison Square Garden Entertainment Corp., MSGE Spinco, Inc. and MSG Entertainment Group, LLC, dated March 29, 2023, through a series of restructuring steps described therein (in the form provided to the Lenders and the Administrative Agent on or prior to the date of this Amendment, the “Contribution Agreement”), pursuant to which, among other transactions, MSG Entertainment Group, LLC, a Delaware limited liability company (“Old Parent”), will assign 100% of its equity interests in the Company to MSG Entertainment Holdings, LLC, a Delaware limited liability company (“New Parent”) (such transactions, as described in Annex A attached hereto, the “Restructuring Transactions”).

The Company has requested, and the Administrative Agent and the Lenders party hereto (constituting each Lender party to the Existing Credit Agreement) agree, in accordance with Section 10.01 of the Existing Credit Agreement, to (a) amend the Existing Credit Agreement and the other Loan Documents specified herein and (b) waive any Default or Event of Default specified herein that may result from the Restructuring Transactions, in each case, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.    Waiver.

Subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, effective as of the Amendment Effective Date (as defined below), notwithstanding anything to the contrary in the Existing Credit Agreement and the other Loan Documents, the Lenders party hereto (constituting each Lender party to the Existing Credit Agreement) hereby acknowledge and agree that the Restructuring Transactions shall be permitted for all purposes under the Loan Documents and, in connection with the Restructuring Transactions, to the extent

the actions set forth on Annex A or other actions reasonably related thereto occur on or prior to the Amendment Effective Date or within five (5) Business Days thereafter, and such actions would be considered a Default or an Event of Default, such Lenders hereby waive any such Default or Event of Default, as applicable.

Section 2.    Amendment to Credit Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, effective as of the Amendment Effective Date:

(a)    the Existing Credit Agreement (excluding all Schedules and Exhibits thereto (other than as set forth in clause (b) below), each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended by inserting the blue or green language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text and double-underlined text) and by deleting the red or green language indicated by strikethrough text (indicated textually in the same manner as the following examples: stricken text and stricken text), in each case as set forth in Annex B hereto; and

(b)    the Exhibits to the Existing Credit Agreement are hereby amended by replacing each reference to “MSG Entertainment Group, LLC” with “MSG Entertainment Holdings, LLC”.

Section 3.    Release of Old Parent.

Subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, effective as of the Amendment Effective Date, notwithstanding anything to the contrary in the Existing Credit Agreement and the other Loan Documents, substantially concurrently with the execution of this Amendment and without any further action on the part of the Administrative Agent or the Lenders, Old Parent will be automatically released as a Loan Party and released from all of its obligations under, and cease to be a party to, the Loan Documents. In furtherance of the foregoing, from and after the Amendment Effective Date, all references to the Parent in the Existing Credit Agreement and the other Loan Documents shall be deemed to refer to New Parent. In addition, from and after the Amendment Effective Date, all references to “MSG Entertainment Corp.” or “Madison Square Garden Entertainment Corp.” in the Existing Credit Agreement and the other Loan Documents shall be deemed to refer to MSGE Spinco, Inc., a Delaware corporation, which shall be renamed Madison Square Garden Entertainment Corp. upon the consummation of the Restructuring Transactions.

Section 4.    Representations and Warranties. Each of the Company and the Guarantors represents and warrants that as of the Amendment Effective Date:

(a)    This Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligations of such Loan Party, enforceable in accordance with its terms (except for limitations on enforceability under bankruptcy, reorganization, insolvency and other similar laws affecting creditors’ rights generally and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles).

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(b)    After giving effect to this Amendment, the representations and warranties of such Loan Party set forth in Article VI of the Amended Credit Agreement and each other Loan Document, or which are contained in any document furnished in connection herewith, are true and correct, in all material respects, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct in all respects after giving effect to this Amendment or on such earlier date, as the case may be (after giving effect to such qualification); provided, further, that the representations and warranties in Section 6.04(a)(i) and (ii) of the Existing Credit Agreement, respectively, shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) or (b) of the Existing Credit Agreement, respectively.

(c)    After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 5.    Conditions to Effectiveness.

This Amendment shall become effective on the first date (the “Amendment Effective Date”) on which the following conditions are satisfied:

(a)    The Administrative Agent (or its counsel) shall have received executed counterparts of (i) this Amendment by (A) the Company, (B) each of the Subsidiary Guarantors, (C) New Parent, (D) the Administrative Agent and (E) the Lenders party hereto, (ii) the Master Subordinated Intercompany Note in the form attached hereto as Annex C by (A) the Company, (B) each of the Subsidiary Guarantors and (C) New Parent and (iii) the Parent Negative Pledge Agreement (as defined in the Amended Credit Agreement) in the form attached hereto as Annex D by (A) New Parent and (B) the Administrative Agent.

(b)    The Administrative Agent shall have received a copy of the executed Restructuring Agreement, and the Restructuring Transactions shall have been consummated in accordance in all material respects with the terms of the Restructuring Agreement (without giving effect to any amendment, modification or waiver of the Restructuring Agreement that is materially adverse to the interests of the Lenders in their capacities as such) simultaneously or substantially concurrently with the occurrence of the Amendment Effective Date.

(c)    The Administrative Agent shall have received a copy of a customary certificate of good standing or status of the Secretary of State of the jurisdiction of organization of each Loan Party, including New Parent (except with respect to an entity of the type for which good standing certificates are not provided by the Secretary of State in the jurisdiction in which it is formed), dated on or about the Amendment Effective Date.

(d)    The Administrative Agent shall have received a certificate of each Loan Party, including New Parent, signed by its Secretary or Assistant Secretary, dated as of the Amendment Effective Date, (i) attaching the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party (or, in the case of the Company and each Subsidiary Guarantor, certifying as to the absence of any amendments

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to the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party that was previously certified to the Administrative Agent by the Loan Parties on the Effective Date), (ii) attaching the good standing certificate or similar certificate of such Loan Party, (iii) attaching certified copies of all necessary corporate action taken by such Loan Party, including New Parent, to authorize the execution, delivery and performance of this Amendment and the other documents to be delivered hereunder to which it is a party and (iv) certifying the names and true signatures of the officers of such Loan Party authorized to sign this Amendment and the other documents to be delivered hereunder to which it is a party.

(e)    The Administrative Agent and the Lenders shall have received the favorable opinion of Sullivan & Cromwell LLP, counsel to the Loan Parties and covering such other matters as the Administrative Agent or counsel to the Administrative Agent may reasonably request (and for purposes of such opinions such counsel may rely upon opinions of counsel in other jurisdictions, provided that such other counsel are reasonably satisfactory to counsel to the Administrative Agent and such other opinions state that the Lenders are entitled to rely thereon).

(f)    The Administrative Agent shall have received a certificate from the Company confirming the accuracy on the Amendment Effective Date of the representations and warranties set forth in Section 4(b) and Section 4(c).

(g)    The Company shall have paid, to the extent invoiced, all fees, costs, expenses, and reimbursable amounts, required to be paid or reimbursed by it pursuant to this Amendment or the Existing Credit Agreement, including the reasonable and documented fees, disbursements and other charges of external counsel for the Administrative Agent required to be paid or reimbursed by the Company pursuant to this Amendment or the Existing Credit Agreement (including pursuant to Section 7 below), on or prior to the Amendment Effective Date.

(h)    (i) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and such other documents, filings, instruments and papers relating to the documents referred to herein and the transactions contemplated hereby as any Lender or the Administrative Agent shall reasonably require and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested a Beneficial Ownership Certification in relation to such Loan Party shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied), in each case at least three Business Days prior to the Amendment Effective Date to the extent the request for such documentation, Beneficial Ownership Certification or other information was made at least five Business Days prior to the Amendment Effective Date.

(i)    The L/C Issuer of each Existing Letter of Credit shall have provided written notice to the beneficiary under such Existing Letter of Credit by certified mail, courier service or other receipted means of delivery to such beneficiary’s address, stated on the agreement(s) pursuant to which such Existing Letter of Credit had been issued, that such L/C Issuer elects not to extend the then-applicable expiration date of such Existing Letter of Credit for any additional periods.

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The Administrative Agent shall notify the Company and the Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

Section 6.    Reaffirmation of Obligations.

Each of the Company and the other Loan Parties party hereto as a “Guarantor” hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms its guarantee of the Obligations (after giving effect to this Amendment) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Amendment), all as provided in the Collateral Documents as originally executed (and giving effect to this Amendment), and acknowledges and agrees that such guarantee, pledge and/or grant shall continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents (after giving effect to this Amendment). Neither this Amendment nor the effectiveness of the Amended Credit Agreement nor the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing contained herein or in the Amended Credit Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended Credit Agreement).

Section 7.    Fees and Expenses.

The Company agrees to reimburse the Administrative Agent for the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, in each case, in accordance with, and subject to, Section 10.04 of the Existing Credit Agreement.

Section 8.    Counterparts.

The provisions of Section 10.09 of the Existing Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.

Section 9.    Governing Law; Waiver of Right to Trial by Jury, Etc.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.13 and 10.14 of the Existing Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.

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Section 10.    Headings.

The headings of this Amendment are for purposes of reference only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning hereof.

Section 11.    Effect of Amendment; References to the Credit Agreement.

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, any Lender or any L/C Issuer under the Existing Credit Agreement or any agreement or document relating thereto, and except as expressly provided in this Amendment, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any such other agreement or document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents. On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference to the “Credit Agreement” in any other Loan Document, shall mean and be a reference to the Existing Credit Agreement as amended hereby. Nothing herein shall entitle the Company to a consent to, or a waiver, extension, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any agreement or document relating thereto in any similar or different circumstances.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

[Signature Page to Amendment and Waiver]

[Signature Page to Amendment and Waiver]

[Signature Page to Amendment and Waiver]

[Signature Page to Amendment and Waiver]

[Signature Page to Amendment and Waiver]

ANNEX A

Restructuring Transactions

Reference is made to (i) the Contribution Agreement, dated as of March 29, 2023, by and among Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) (“MSG Entertainment”), MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC) (“MSGEG”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) (“Spinco”) (the “Contribution Agreement”) and (ii) the Distribution Agreement, dated as of March 29, 2023, by and between MSG Entertainment and Spinco.

The following transactions will be consummated in connection with the Spin-Off:

ANNEX B

Amended Credit Agreement

[See attached.]

EXECUTION VERSIONANNEX B

CONFIDENTIAL

CREDIT AGREEMENT

dated as of June 30, 2022,

as amended by Amendment No. 1 to Credit Agreement and Waiver, dated as of April 18, 2023,

among

MSG NATIONAL PROPERTIES, LLC,

as the Company,

MSG ENTERTAINMENT GROUPHOLDINGS, LLC and

CERTAIN SUBSIDIARIES OF THE COMPANY,

as Guarantors,

THE LENDERS AND L/C ISSUERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Lead Arranger, Book Runner and Syndication Agent

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

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3

ARTICLE IX

THE ADMINISTRATIVE AGENT

4

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of June 30, 2022, among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), the Guarantors (such term and each other capitalized term used but not defined in these recitals having the meaning ascribed thereto in Section 1.01 of this Credit Agreement) identified herein, the banks, financial institutions and other Persons which are parties hereto, together with their respective successors and assigns, as Lenders, the L/C Issuers from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and an L/C Issuer.

WHEREAS, the Company has requested that (a) the Term Lenders extend credit in the form of Term Loans on the Effective Date in an aggregate principal amount of $650,000,000 and (b) the Revolving Credit Lenders extend credit in the form of Revolving Credit Loans and the L/C Issuers issue Letters of Credit, in each case at any time and from time to time during the Availability Period such that the Revolving Credit Exposure will not exceed $100,000,000 at any time; and

WHEREAS, the Lenders are willing to extend such credit to the Company, and the L/C Issuers are willing to issue Letters of Credit for the account of the Company, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01    Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or each Loan comprising such Borrowing, bears interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period plus (b) 0.10%; provided that if the Adjusted Term SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Operating Income” means for any period, the following for the Company and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP: (i) aggregate operating revenues, minus (ii) aggregate operating expenses (including direct operating and selling, general administrative), such expenses to (I) include the aggregate operating expenses of the Company and its Subsidiaries in a manner substantially consistent with the parent company cost allocation policy as reflected in the projections set forth in the Lender Model and (II) exclude

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impairments of property, equipment and intangible assets, depreciation and amortization (other than the amortization of production and development costs associated with shows or other content), direct operating expenses representing the expensing of capitalized amounts (including capitalized production costs and charges) and charges and credits relating to employee and director stock plans and restructuring charges and credits, and in each case without duplication to exclude expenses allocated to Affiliates that are not Restricted Subsidiaries; provided, however, that for purposes of determining Adjusted Operating Income for any period (in each case, for such period and without duplication), (A) there shall be included any dividends and distributions to the extent paid in cash by any Person (other than the Company or any Restricted Subsidiary) to the Company or any Restricted Subsidiary, (B) Adjusted Operating Income for such period shall be increased or reduced, as the case may be, by the Adjusted Operating Income of assets or businesses acquired or disposed of (provided that in each case it has an impact on Adjusted Operating Income of at least $500,000) by the Company or any Restricted Subsidiary on or after the first day of such period, determined on a pro forma basis reasonably satisfactory to the Administrative Agent (it being agreed that it shall be reasonably satisfactory to the Administrative Agent that such pro forma calculations may be based upon GAAP as applied in the preparation of the financial statements for the Company, delivered or deemed delivered pursuant to Section 7.01 rather than as applied in the financial statements of the company whose assets were acquired and may include, in the Company’s discretion, a reasonable estimate of savings under existing contracts resulting from any such acquisitions), as though the Company or such Restricted Subsidiary acquired or disposed of such assets on the first day of such period, (C) there shall be included any gains or losses on sales or dispositions of Permitted Investments or Specified Investments by the Company or any Restricted Subsidiary; provided that the aggregate amount of any net gain included pursuant to this clause (C) shall not exceed $10,000,000 for any Measurement Period, and (D) there shall be excluded the non-cash component of lease revenues recognized under the Arena License Agreements. For purposes of this definition, revenues and operating expenses for any period may exclude the following, in each case for such period (without duplication): (1) losses resulting from any write-off or write-down of Investments by the Company or any Restricted Subsidiary; (2) the effect of the loss of any currently held real estate tax exemptions, but solely to the extent that (x) the Company and the Restricted Subsidiaries have been reimbursed in cash for any such loss by a Person other than the Company or a Restricted Subsidiary or (y) the payment in cash in respect of such loss was made by a Person other than the Company or a Restricted Subsidiary; (3) the costs resulting from the cancellation of shows or other content or abandonment of shows or other content under development or write-off of any deferred production costs associated with shows; (4) losses resulting from currency fluctuations and any unrealized losses from hedging transactions; (5) pension curtailment or settlements; (6) any other non-cash items (including non-cash compensation); (7) the cumulative effect of a change in accounting principles; (8) charges in respect of legal and other settlements (including direct or allocated fees and disbursements of counsel), restructurings, severance charges and other non-recurring, unusual or infrequent items; provided that the aggregate amount of all exclusions pursuant to this clause (8) shall not exceed for each fiscal year of the Company, the greater of $18,000,000 or 15% of Adjusted Operating Income for such Measurement Period (determined after giving effect to the exclusions pursuant to this clause (8)); and (9) all (a) costs, fees and expenses relating to the Transactions, (b) costs, fees and expenses (including diligence and integration costs) incurred in connection with (x) investments, acquisitions, and financings related to any of the foregoing or to the capitalization of the Company or any Restricted Subsidiary or (y) other transactions that are out of the ordinary course of business of such Person and its Restricted Subsidiaries (in each case, including transactions considered or proposed but not consummated), including equity issuances, Investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts and the incurrence, modification or repayment of Indebtedness (including all consent fees, premium and other amounts payable in connection therewith).

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“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder and its successors in such capacity.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or limited liability company, partnership or other ownership interests, by contract or otherwise), provided that for purposes of this definition, in any event, any Person which owns directly or indirectly 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 10% or more of the limited liability company, partnership or other ownership interests of any other Person (other than as a non-managing member or limited partner of such other Person) will be deemed to control such corporation, limited liability company or other Person; and provided further that no individual shall be an Affiliate of a corporation, limited liability company or partnership solely by reason of his or her being an officer, director, manager, member or partner of such entity, except in the case of a member or a partner if his or her interests in such limited liability company or partnership shall qualify him or her as an Affiliate.

“Affiliated Lender” means any Lender that is an Affiliate of the Company.

“Agent Parties” has the meaning specified in Section 10.02(c).

“Agent-Related Person” has the meaning specified in Section 10.04(d).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Alternate Base Rate” means, for any day, a fluctuating rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted Term SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%. For purposes of clause (c) above, the Adjusted Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.03(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Credit Agreement.

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“Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement and Waiver, dated as of April 18, 2023, among the Company, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 1 Effective Date” means the “Amendment Effective Date” under and as defined in the Amendment No. 1, which date is April 18, 2023.

“Ancillary Document” has the meaning specified in Section 10.09(b).

“Anti-Corruption Laws” means all published laws, rules and regulations of any jurisdiction applicable to the Company or the Subsidiaries from time to time penalizing actions in connection with bribery, money-laundering or other corrupt actions.

“Applicable Percentage” means (a) in respect of the Initial Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Initial Term Facility represented by such Term Lender’s Term Commitment at such time (including any Incremental Term Commitments that increase the Term Commitments under the Initial Term Facility), (b) in respect of any Incremental Term Facility that is a separate tranche of Term Commitments and Term Loans, with respect to any Incremental Term Lender thereunder at any time, the percentage (carried out to the ninth decimal place) of such Incremental Term Facility represented by such Incremental Term Lender’s Incremental Term Commitment at such time, (c) in respect of the Initial Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Initial Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time (including any Incremental Revolving Credit Commitments that increase the Revolving Credit Commitments under the Initial Revolving Credit Facility), and (d) in respect of any Incremental Revolving Credit Facility that is a separate tranche of Revolving Credit Commitments and Revolving Credit Loans, with respect to any Incremental Revolving Credit Lender thereunder at any time, the percentage (carried out to the ninth decimal place) of such Incremental Revolving Credit Facility represented by such Incremental Revolving Credit Lender’s Incremental Revolving Credit Commitment at such time. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of a Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of such Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 (or, in the case of any Incremental Lender, on Schedule I to the applicable Incremental Supplement, if any) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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“Applicable Rate” means:

(a)    (i) initially, in respect of the Initial Term Facility and the Initial Revolving Credit Facility, 2.50% per annum for ABR Loans and 3.50% per annum for Term Benchmark Loans and RFR Loans, and (ii) following the delivery of the Compliance Certificate for the first full fiscal quarter of the Company following the Effective Date, as determined by the Company’s Total Leverage Ratio, as follows:

and

(b)    in respect of any Incremental Facility, the percentages per annum for ABR Loans, for Term Benchmark Loans and for RFR Loans that are agreed by the Company and the applicable Incremental Lenders and specified in the applicable Incremental Supplement with respect to such Incremental Facility.

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 7.01(d) of the Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to be in Level 3 at the option of the Administrative Agent or at the request of the Required Lenders if the Company fails to deliver the Compliance Certificate required pursuant to Section 7.01(d) during the period from the expiration of the time for delivery thereof until such Compliance Certificate is delivered.

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the applicable Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to the Initial Term Facility, Initial Revolving Credit Facility or an Incremental Facility, if any, a Lender that has a Commitment with respect to such Facility or holds a Term Loan, a Revolving Credit Loan or an Incremental Loan, respectively, at such time, and (b) with respect to the Letter of Credit Sublimit, (i) each L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders.

“Approved Electronic Platform” has the meaning specified in Section 10.02(b).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arena” means the Madison Square Garden Arena.

“Arena License Agreement” means, with respect to the New York Knicks and the New York Rangers, each written license agreement made between an Arena Subsidiary, on the one hand, and such team, on the other hand, pursuant to which such team plays its home games at the Arena, including the Knicks Arena License Agreement and the Rangers Arena License Agreement.

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“Arena Subsidiary” has the meaning specified in the definition of “Excluded Asset”.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Availability Period” means (a) in respect of the Initial Revolving Credit Facility, the period from and including the Effective Date to the earliest of (i) the Maturity Date for the Initial Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments under the Initial Revolving Credit Facility pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions under the Initial Revolving Credit Facility pursuant to Section 8.02, and (b) in respect of any Incremental Revolving Credit Facility that is a separate tranche of Revolving Credit Commitments and Revolving Credit Loans, the period from and including the applicable Incremental Closing Date to the earliest of (i) the Maturity Date for such Incremental Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments under such Incremental Revolving Credit Facility pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Incremental Revolving Credit Lender to make Revolving Credit Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions under such Incremental Revolving Credit Facility pursuant to Section 8.02.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Credit Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 3.03.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“BCE” means Boston Calling Events LLC, a Delaware limited liability company, and each of its Subsidiaries.

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“Benchmark” means, initially, with respect to any (a) Term Benchmark Loan, the Term SOFR and (b) RFR Loan, the Daily Simple SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Term SOFR or Daily Simple SOFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 3.03.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)    the Adjusted Daily Simple SOFR; and

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Credit Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities in the United States at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines in its reasonable discretion that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Credit Agreement and the other Loan Documents).

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“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (x) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (y) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), in each case, which states that the administrator of such Benchmark (or such component thereof) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

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For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such party.

“Borrowing” means a Term Borrowing, a Revolving Credit Borrowing or an Incremental Borrowing, if any, as the context may require.

“Business” has the meaning specified in Section 7.19.

“Business Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to RFR Loans and at any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan, and (b) in relation to Loans referencing the Adjusted Term SOFR and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR or any other dealings of such Loans referencing the Adjusted Term SOFR, any such day that is also a U.S. Government Securities Business Day.

“Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Company and the Restricted Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Company as capital expenditures for such period prepared in accordance with GAAP and (b) Capitalized Lease Obligations incurred by the Company and the Restricted Subsidiaries during such period, but excluding in each case any such expenditure (i) constituting reinvestment of the Net Cash Proceeds of any event described in Sections 2.05(b)(i) or (b)(ii), (ii) made by the Company or any Restricted Subsidiary to effect leasehold improvements to any property leased by the Company or such Restricted Subsidiary as lessee, to the extent that such expenses have been reimbursed by the landlord, and (iii) in the form of a substantially contemporaneous exchange of similar property, plant, equipment or other capital assets, except to the extent of cash or other consideration (other than the assets so exchanged), if any, paid or payable by the Company or any Restricted Subsidiary.

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“Capitalized Lease Obligations” means, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Credit Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. Notwithstanding the foregoing or any other provision contained in this Credit Agreement or in any Loan Document, for purposes of this definition, GAAP shall mean GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)”.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any Restricted Subsidiary free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(a)    marketable, direct obligations of the United States of America or United States government agencies;

(b)    bonds, notes and/or commercial paper outstanding at any time issued by any Person organized under the laws of any state of the United States of America;

(c)    fully collateralized repurchase agreements in such amounts and with such financial institutions, as the Company may select from time to time;

(d)    bank deposits, certificates of deposit, banker’s acceptances and time deposits, which are issued by any Lender or by a United States national or state bank or foreign bank;

(e)    money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act; and

(f)    privately placed funds with at least a AAA or Aaa rating by S&P or Moody’s, respectively, which have investment objectives that include maintaining a stable net asset value, and which are otherwise managed according to the same investment objectives as funds regulated under SEC Rule 2a-7.

provided that, such Investments will be measured as of the date the Investment is acquired with the maximum maturity of any individual investment not exceeding 24 months, and a maximum portfolio average maturity of 12 months; provided further, that such Investments will also bear at least two credit ratings, including (i) for commercial paper, minimum ratings of “A2” by S&P and “P2” by Moody’s, (ii) for longer term bonds and notes, average long-term equivalent ratings of “A+” by S&P and “A1” by Moody’s for the portfolio of this investment class, (iii) for repurchase agreements, bank deposits, certificates of deposit, banker’s acceptances and time deposits, a minimum rating of “BBB” by S&P and “Baa” by Moody’s is required, unless, with respect to U.S. bank deposits and U.S. certificates of deposit, the amount invested is less than $250,000. To the extent that S&P or Moody’s credit ratings for such instruments are not available, equivalent credit ratings from Fitch Ratings, Inc. are acceptable.

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“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that (i) is the Administrative Agent, the Lead Arranger or an Affiliate of any of the foregoing, (ii) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender or (iii) is a Lender or an Affiliate of a Lender as of the Effective Date and is a party to a Cash Management Agreement with a Loan Party on the Effective Date, in each case in its capacity as a party to such Cash Management Agreement.

“Change in Law” means the occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything to the contrary herein, it is understood and agreed that any changes resulting from requests, rules, guidelines or directives (x) issued under, or in connection with, the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, for the purposes of this Credit Agreement, be deemed to be adopted subsequent to the Effective Date.

“Change of Control” means an event or series of events by which:

(a)    (i) Dolan Family Interests or (ii) Persons Controlled by Dolan Family Interests (any such Person, a “Dolan Family Interest Controlled Person”) (so long as, in the case of this clause (ii), no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than the Dolan Family Interests shall beneficially own (within the meaning of Rule 13d-3 (as in effect on the Effective Date) promulgated under the Securities Exchange Act of 1934, as amended), in the aggregate, more than fifty percent (50%) of the Equity Interests in such Dolan Family Interest Controlled Person(s)) shall cease at any time to have beneficial ownership (within the meaning of Rule 13d-3 (as in effect on the Effective Date) promulgated under the Securities Exchange Act of 1934, as amended) of shares of the capital stock of the Company having sufficient votes to elect (or otherwise designate) at such time a majority of the members of the board of directors or similar governing entity of the Company;

(b)    the Parent shall cease to own (free and clear of all Liens (other than non-consensual Permitted Liens)), directly or indirectly, 100% of the Equity Interests of the Company; or

(c)    the adoption by the stockholders of Parent or the Company of a plan or proposal for the liquidation or dissolution of Parent or the Company.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Revolving Credit Loans, Incremental Term Loans, Incremental Revolving Credit Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans, Extended Term Loans or Extended Revolving Credit Loans and (b) any Commitment, refers to whether such Commitment is a Term Commitment, Revolving Credit Commitment, Extended Revolving Credit Commitment or any commitment to provide Incremental Term Loans, Incremental Revolving Credit Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans, Extended Term Loans or Extended Revolving Credit Loans pursuant to any Incremental Term Supplement, Incremental Revolving Credit Supplement, Refinancing Amendment or Extension Amendment, respectively.

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“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties and for the avoidance of doubt, shall exclude all Excluded Assets.

“Collateral Documents” means, collectively, the Security Agreement, each Intellectual Property Security Agreement, and each of the collateral assignments, Security Agreement Supplements, Mortgages, each Deposit Account Control Agreement, security agreements, pledge agreements or other similar agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Committed Loan Notice” means a Committed Revolving Loan Notice or a Committed Term Loan Notice, as the context may require.

“Committed Revolving Loan Notice” means an irrevocable notice of (a) a Revolving Credit Borrowing (including an Incremental Revolving Credit Borrowing), (b) a conversion of Revolving Credit Loans from one Type to the other, or (c) a continuation of Term Benchmark Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Committed Term Loan Notice” means an irrevocable notice of (a) a Term Borrowing (including an Incremental Term Borrowing), (b) a conversion of Term Loans from one Type to another, or (c) a continuation of Term Benchmark Loans pursuant to Section 2.02(a), which, if in writing, shall be in substantially in the form of Exhibit A-2.

“Commitment” means a Term Loan Commitment, a Revolving Credit Commitment, a Letter of Credit Commitment, any Incremental Term Loan Commitment or any Incremental Revolving Credit Commitment as the context may require.

“Commitment Fee” has the meaning specified in Section 2.09(a).

“Commitment Fee Percentage” means (a) initially 0.50% per annum and (b) following the delivery of the Compliance Certificate for the first full fiscal quarter of the Company following the Effective Date, as determined by the Company’s Total Leverage Ratio, as follows:

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For purposes of the foregoing, each change in the Commitment Fee Percentage resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 7.01(d) of the Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to be in Level 3 at the option of the Administrative Agent or at the request of the Required Revolver Lenders if the Company fails to deliver the Compliance Certificate required pursuant to Section 7.01(d) during the period from the expiration of the time for delivery thereof until such Compliance Certificate is delivered.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning specified in the preamble to this Credit Agreement.

“Company Materials” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any L/C Issuer by means of electronic communications pursuant to Section 10.02, including through an Approved Electronic Platform.

“Compliance Certificate” means a certificate of a Responsible Officer of the Company in substantially the form of Exhibit C.

“Consolidated Indebtedness” means, as of any date of determination, an amount equal to the aggregate amount, without duplication, of all Indebtedness of the Company and any Restricted Subsidiary that would be reflected as debt on a consolidated balance sheet of the Company prepared in accordance with GAAP as of such date of determination.

“Consolidated Net Income” means, as of any date of determination and with respect to any Person, the Net Income of such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Senior Secured Indebtedness” means, as of any date of determination, an amount equal to the Consolidated Indebtedness of the Company and any Restricted Subsidiary that is secured by a Lien on the assets of the Company or any Restricted Subsidiary that is not a junior Lien or subordinated to the Liens in favor of the Secured Parties hereunder.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is legally bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

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“Covered Entity” means any of the following:

(a)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified in Section 10.23.

“Credit Agreement” has the meaning specified in the preamble to this Credit Agreement.

“Credit Extension” means each of the following: (a) a Borrowing, or (b) an L/C Credit Extension.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Company.

“Debt Instruments” means, collectively, the respective notes and debentures evidencing, and indentures and other agreements governing, any Indebtedness.

“Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Operating Income for the most recently completed Measurement Period, less any cash expenditures by the Company and the Restricted Subsidiaries in such Measurement Period related to the vesting of share-based compensation, to (b) Debt Service Requirements for the most recently completed Measurement Period; provided that (x) for purposes of calculating the Debt Service Coverage Ratio as of December 31, 2022 to determine compliance with Section 7.30, the “Measurement Period” shall be deemed to be the period of two consecutive fiscal quarters of the Company then most recently ended for which financial statements are required to have been delivered by the Company pursuant to Section 7.01 and (y) for purposes of the Debt Service Coverage Ratio as of March 31, 2023 to determine compliance with Section 7.30, the “Measurement Period” shall be deemed to be the period of three consecutive fiscal quarters of the Company then most recently ended for which financial statements are required to have been delivered by the Company pursuant to Section 7.01.

“Debt Service Requirements” means, for any period, the sum, without duplication, of (a) Net Interest Expense for such period, (b) scheduled principal payments in respect of Long-Term Indebtedness of the Company and the Restricted Subsidiaries (excluding any payments due at maturity) and (c) the aggregate amount of interest payments on Capitalized Lease Obligations, determined in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)”, made by the Company and the Restricted Subsidiaries during such period. For purposes of this definition, interest on any Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (x) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (a) the Alternate Base Rate plus (b) the Applicable Rate, if any, applicable to ABR Loans plus (c) 2% per annum; provided, however, that with respect to any overdue principal on a Term Benchmark Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (y) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in L/C Obligations) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (c) has (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (c) above shall be made by the Administrative Agent in its reasonable discretion acting in good faith, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Company, each L/C Issuer and each Lender.

“Deposit Account” means any “deposit account,” as defined in Article 9 of the UCC.

“Deposit Account Control Agreement” means, with respect to a Deposit Account, a customary “springing control” deposit account control agreement in form and substance reasonably satisfactory to the Administrative Agent that (a) is entered into among Administrative Agent, the financial institution or other Person at which such Deposit Account is maintained and the Loan Party maintaining such Deposit Account, and (b) is effective for Administrative Agent to obtain “control” (within the meaning of Article 9 of the UCC) (or the equivalent under any other applicable law) of such Deposit Account.

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“Designated Non-Cash Consideration” means the fair market value (as reasonably determined by the Company in good faith) of non-cash consideration received by the Company or any of its Subsidiaries in connection with a Disposition that is so designated as “Designated Non-Cash Consideration” pursuant to a certificate of an authorized officer of the Company minus the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Disposition” or “Dispose” means the sale, conveyance, assignment, transfer, license, lease, lapse, abandonment or other disposition (including any sale and leaseback transaction) of any asset (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that the term Disposition specifically excludes (i) dispositions of property, whether now owned or hereafter acquired, that is obsolete, worn out, damaged, surplus or otherwise no longer used or useful in the ordinary course of business, (ii) dispositions of inventory (including advertising, sponsorship, tickets, air time, signage and similar items) in the ordinary course of business, (iii) dispositions of cash and Cash Equivalents in the ordinary course of business and the conversion of cash into Cash Equivalents and Cash Equivalents into cash, (iv) dispositions of property by any Subsidiary to the Company or to a Restricted Subsidiary (provided that in the case of this clause (iv) if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party), (v) sales or other dispositions without recourse and in the ordinary course of business of overdue accounts receivable of financially troubled debtors in connection with the compromise or collection thereof, (vi) the licensing or sublicensing of intellectual property rights on a non-exclusive basis, (vii) the settlement of tort or other litigation claims in the ordinary course of business or determined by the board of directors or similar governing entity to be fair and reasonable in light of the circumstances, (viii) charitable contributions in amounts that in the aggregate are not material to the Company and the Restricted Subsidiaries taken as a whole, (ix) leases or licenses of space in the ordinary course of business that are not material to the Business taken as a whole, (x) the sale, conveyance, assignment, transfer, license, lease, lapse, abandonment or other disposition of property involving property or assets having a fair market value of less than $5,000,000 in a single transaction or a series of related transactions and (xi) the sale, conveyance, assignment, transfer, license, lease, lapse, abandonment or other disposition of assets in the ordinary course of business.

“Dolan” means Charles F. Dolan.

“Dolan Family Interests” means (i) any Dolan Family Member, (ii) any trusts for the benefit of any Dolan Family Members, (iii) any estate or testamentary trust of any Dolan Family Member for the benefit of any Dolan Family Members, (iv) any executor, administrator, trustee, conservator or legal or personal representative of any Person or Persons specified in clauses (i), (ii) and (iii) above to the extent acting in such capacity on behalf of such Person or Persons and not individually and (v) any corporation, partnership, limited liability company or other similar entity, in each case 80% of which is owned and controlled by any of the foregoing or combination of the foregoing.

“Dolan Family Interest Controlled Person” has the meaning specified in the definition of “Change of Control”.

“Dolan Family Members” means Dolan, his spouse, his descendants by birth or adoption (including any stepchildren of his descendants) and any spouse of any of such descendants.

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“Dollars” and “$” means lawful money of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Lichtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the first date all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 10.01.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible Assignee” has the meaning specified in Section 10.06(b)(iii)(A); provided that, notwithstanding the foregoing, the term “Eligible Assignee” shall, solely with respect to an assignment of any Incremental Term Loan, include the Company, any Affiliated Lender or any of the Company’s Subsidiaries, provided, that:

(a)    none of the Company, any Affiliated Lender or any of the Company’s Subsidiaries holding Incremental Term Loans shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent and/or any Lenders to which representatives of the Company are not then present, or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Company or its representatives;

(b)    notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to clause (c) below, any plan of reorganization pursuant to the Bankruptcy Code, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action, and (x) all Term Loans held by any Affiliated Lender shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders have taken any actions and (y) all Term Loans held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders;

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(c)    notwithstanding anything in this Credit Agreement or the other Loan Documents to the contrary, each Affiliated Lender, by its purchase of any Term Loans, hereby agrees that if a proceeding under any Debtor Relief Laws shall be commenced by or against the Company or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs, provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders;

(d)    any purchase of Term Loans by the Company or any of its Subsidiaries shall (i) be effected by an offer to purchase Term Loans pro rata from each Term Lender under the applicable Term Facility in a manner reasonably acceptable to the Administrative Agent, (ii) result in such Term Loans being immediately retired upon such assignment, and (iii) not be funded with a borrowing of Revolving Credit Loans; and

(e)    the aggregate principal amount of all Term Loans under any Term Facility purchased by assignment pursuant to Section 10.06 and held at any one time by all Affiliated Lenders shall not exceed 10% of the aggregate outstanding principal amount of all Term Loans under such Term Facility.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Laws, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

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“ERISA Affiliate” means, when used with respect to a Plan, ERISA, the PBGC or a provision of the Code pertaining to employee benefit plans, any Person that is a member of any group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” means any of the events described in Section 8.01.

“Event of Loss” means, with respect to any property of the Company or a Restricted Subsidiary, (a) the actual or constructive total loss of such property or the use thereof, resulting from destruction, damage beyond repair, or the rendition of such property permanently unfit for normal use from any casualty or similar occurrence whatsoever, (b) the destruction or damage of a material portion of such property from any casualty or similar occurrence whatsoever under circumstances in which such damage cannot reasonably be expected to be repaired, or such property cannot reasonably be expected to be restored to its condition immediately prior to such destruction or damage, within 180 days after the occurrence of such destruction or damage, (c) the condemnation, confiscation or seizure of, or requisition of title to or use of, any property, or (d) in the case of any property located upon a leasehold, the termination or expiration of such leasehold.

“Excess Liquidity” means, on the Closing Date, an amount equal to (a) Liquidity minus (b) the Minimum Liquidity Level.

“Excluded Accounts” means deposit or securities accounts maintained solely as tax accounts, payroll accounts, escrow accounts, trust accounts, operational disbursements accounts, petty cash accounts or flexible spending and other benefits and healthcare accounts (including healthcare claims funding accounts).

“Excluded Asset” means any and all of the following: (i) those assets set forth on Schedule 1.01(a), (ii) [reserved], (iii) assets to the extent the consent of any League is required for the granting of a security interest therein or to the extent that the granting of a security interest therein is prohibited by League Rules or any Contractual Obligation with any League existing on the Effective Date, (iv) the Leases with respect to the Arena, Radio City Music Hall and the Beacon Theatre and any other Leases to the extent that such Leases require the consent of the lessor or any third party for the granting of a secured interest therein, (v) motor vehicles and other assets subject to certificates of title, (vi) assets consisting of contract rights 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 other equity interests (A) in excess of 65% of the voting stock or other equity interests held by the Company or Guarantors in first tier Foreign 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 excess of 49% of the voting stock or other equity interests in Radio City Productions LLC and MSG Beacon, LLC, (D) in Excluded Subsidiaries, (E) in MSG Arena Holdings, LLC, (F) in MSG Arena, LLC, (G) in any other Subsidiary of the Company that is formed after the Effective Date for the primary purpose of holding direct ownership interests in the Arena (or indirect ownership interests, so long as the primary purpose of such indirect owner is to hold ownership interests in the direct owner of the Arena) and whose assets primarily consist of ownership interests in the Arena (each of MSG Arena Holdings, LLC, MSG Arena, LLC and any Subsidiary described in this clause (G), an “Arena Subsidiary”), (H) in BCE or (I) in MSG BCE, LLC, (viii) the Arena License Agreements, (ix) Excluded Accounts, (x) Real Property, other than fee owned Real Property, (xi) assets if the granting or perfecting of a security interest in such assets would violate any applicable law, (xii) any assets purchased with the proceeds of purchase money

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Indebtedness or Capitalized Lease Obligations incurred pursuant to Section 7.14(j) if the granting or perfecting of a security interest in such assets is prohibited by the terms of such purchase money Indebtedness or Capitalized Lease Obligations, (xiii) any intent-to-use trademark application filed in the United States Patent and Trademark Office unless and until an amendment to allege use or a statement of use has been filed and accepted by the United States Patent and Trademark Office, and solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of, or void, any such application or registration that issues from such intent-to-use application under United States law and (xiv) those assets as to which the Administrative 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.

“Excluded Indebtedness” has the meaning specified in Section 8.01(e).

“Excluded Subsidiary” means (a) any Foreign Subsidiary or any Subsidiary that is held directly or indirectly by a Foreign Subsidiary, (b) any Subsidiary that is prohibited or restricted by applicable Law or the League Rules from providing a Guaranty or by a binding contractual obligation existing on the Effective Date or at the time of the acquisition of such Subsidiary (and not incurred in contemplation of such acquisition) from providing a Guaranty (provided that such contractual obligation is not entered into by the Company or its Restricted Subsidiaries principally for the purpose of qualifying as an “Excluded Subsidiary” under this definition) or if such Guaranty would require governmental (including regulatory) or third party consent, approval, license or authorization, unless such consent, approval, license or authorization has been obtained, (c) any special purpose securitization vehicle (or similar entity), (d) any Subsidiary that is a not-for-profit organization, (e) any Captive Insurance Subsidiary, (f) BCE and (g) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent in consultation with the Company (confirmed in writing by notice to the Company), the cost or other consequences (including any material adverse tax consequences) of providing the Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to or required to be withheld or deducted from a payment to, the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Company hereunder, (a) any Taxes imposed on or measured by its overall net income (however denominated), branch profits taxes, and franchise taxes imposed on it, (i) as a result of such recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any Tax imposed pursuant to FATCA, (c) in the case of a Foreign Lender, any U.S. federal withholding Tax that is imposed on amounts payable to or for the account of such Foreign Lender pursuant to a law in effect at the time (i) such Foreign Lender becomes a party hereto (other than pursuant to an assignment request by the Company under Section 10.12) or (ii) such Foreign Lender designates a new Lending Office, except in each case to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the

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Company with respect to such withholding Tax pursuant to Section 3.01(a) and (d) any Taxes attributable to the failure or inability of the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Company hereunder to comply with Section 3.01(f).

“Existing Credit Agreement” means the Credit Agreement, dated as November 12, 2020 (as amended, supplemented or otherwise modified from time to time), among the Company, as the borrower, the lenders party thereto, and JPMorgan, as the administrative agent.

“Existing Credit Agreement Refinancing” means payment in full of all principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement, including the termination of all commitments thereunder and discharge or release of all Guarantees and Liens thereunder.

“Existing Letters of Credit” means those certain letters of credit, issued prior to the Effective Date, in effect on the Effective Date, and listed on Schedule 1.01(b).

“Existing Maturity Date” has the meaning specified in Section 2.17(a).

“Extended Facility” has the meaning specified in Section 2.17(a).

“Extended Maturity Date” has the meaning specified in Section 2.17(a).

“Extended Revolving Credit Commitments” has the meaning specified in Section 2.17(a).

“Extended Revolving Credit Facility” has the meaning specified in Section 2.17(a).

“Extended Revolving Credit Loan” means any Revolving Credit Loan made pursuant to an Extended Revolving Credit Facility.

“Extended Term Facility” has the meaning specified in Section 2.17(a).

“Extended Term Loan” means any Term Loan made pursuant to an Extended Term Facility.

“Extending Lender” has the meaning specified in Section 2.17(b).

“Extension” has the meaning specified in Section 2.17(a).

“Extension Amendment” has the meaning specified in Section 2.17(e).

“Extension Request” means a written request from the Company to the Administrative Agent requesting an extension of the Maturity Date pursuant to Section 2.17.

“Facility” means any Term Facility, any Revolving Credit Facility or any Incremental Facility, if any, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions, as determined in such manner as shall be

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set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the Federal Funds Effective Rate; provided, that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for all purposes hereof.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Fee Letters” means, collectively, each letter agreement made between the Company and the Administrative Agent, the Lead Arranger or a Lender for the payment of fees in connection with this Credit Agreement.

“Financial Covenants” means the covenants contained in Sections 7.29, 7.30 and 7.31. “Fixed Amounts” has the meaning specified in Section 1.06. “Flood Insurance Laws” means collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” means the benchmark rate floor, if any, provided in this Credit Agreement initially (as of the execution of this Credit Agreement, the modification, amendment or renewal of this Credit Agreement or otherwise) with respect to the Adjusted Term SOFR or the Adjusted Daily Simple SOFR, as applicable. For the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR and the Adjusted Daily Simple SOFR shall be zero.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Company is resident for tax purposes (including such a Lender when acting in the capacity of an L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means (i) any Subsidiary that is not a United States Person and (ii) any Subsidiary of an entity that is a Foreign Subsidiary under clause (i) of this definition.

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.06(h).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of the Indebtedness or other obligation guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by a Responsible Officer of the Company)). The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantors” means Parent and each Subsidiary Guarantor.

“Guaranty” means the Guaranty made by the Guarantors under Article IV in favor of the Secured Parties.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws.

“Hedge Bank” means any Person that (i) is the Administrative Agent, the Lead Arranger or an Affiliate of any of the foregoing, (ii) at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender or (iii) is a Lender or an Affiliate of a Lender as of the Effective Date and is a party to Secured Hedge Agreement with a Loan Party on the Effective Date, in each case in its capacity as a party to such Secured Hedge Agreement.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Incremental Borrowing” means an Incremental Term Borrowing or an Incremental Revolving Credit Borrowing, as the context may require.

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“Incremental Closing Date” means, with respect to any Incremental Facility, the first date all of the conditions precedent set forth in the Incremental Supplement applicable to such Incremental Facility are satisfied or waived in accordance with Section 10.01.

“Incremental Equivalent Debt” means Indebtedness in an amount not to exceed the then available Incremental Facility Limit incurred by the Company or any Subsidiary Guarantor consisting of the issuance of one or more series of senior secured notes or loans, junior lien loans or notes, subordinated loans or notes or senior unsecured loans or notes (in each case in respect of the issuance of notes, whether issued in a public offering, Rule 144A or other private placement or purchase or otherwise), commitments under a revolving credit facility or any bridge financing in lieu of the foregoing, or secured or unsecured “mezzanine” debt, in each case, to the extent secured, subject to (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations, a customary “junior lien” intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, a customary “equal priority” intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent (provided that in the case of Incremental Equivalent Debt in the form of a revolving credit facility secured by the Collateral on a pari passu basis with the Obligations, such intercreditor agreement shall provide that the Administrative Agent shall be the controlling representative for purposes of enforcement of collateral, subject to customary provisions permitting control to shift to non-controlling representatives after a period to be agreed of not less than 120 days if the relevant event of default remains outstanding and no enforcement action is being diligently pursued); provided that, (i) in the case of Incremental Equivalent Debt consisting of revolving facilities (A) (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations or that is unsecured, such Indebtedness does not mature on or prior to, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, 91 days after the maturity date of the Initial Revolving Credit Loans and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, such Indebtedness does not mature on or prior to, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the maturity date of the Initial Revolving Credit Loans and (B) in the case of Incremental Equivalent Debt consisting of term loans (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations or that is unsecured, the maturity date and the weighted average life to maturity of such Indebtedness shall be no earlier than or shorter than, as the case may be, 91 days after that of the Initial Term Loans or the remaining weighted average life to maturity of the Initial Term Loans, as applicable, and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, the maturity date and the weighted average life to maturity of such Indebtedness shall be no earlier than or shorter than, as the case may be, that of the Initial Term Loans or the remaining weighted average life to maturity of the Initial Term Loans, as applicable; provided, that for purposes of this clause (i), with respect to maturity for bridge facilities, such maturity may be earlier than that of the Initial Revolving Credit Loans and Initial Term Loans, as applicable, if such maturity is automatically extended upon the initial maturity date to a date not earlier than the maturity date of the Initial Revolving Credit Loans and Initial Term Loans, as applicable (or 91 days after that of the Initial Revolving Credit Loans and Initial Term Loans, as applicable, in the case of any bridge facility secured on a junior basis to the Obligations or that is unsecured) pursuant to customary extension rollover provisions (including by conversion or exchange)), (ii) such Indebtedness reflects market terms at the time of incurrence or issuance as determined by the Company and the lenders or financing sources providing such financing (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such debt, such financial maintenance covenant shall also be added for the benefit of the Loans and any Incremental Loans existing at such time), (iii) there shall be no borrower or guarantor in respect of any such indebtedness that is not (or does not become) the Company or a Guarantor under the Facility and (iv) if secured, shall only be secured by the Collateral and the proceeds of such indebtedness.

“Incremental Facility” means an Incremental Term Facility or an Incremental Revolving Credit Facility, as the context may require.

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“Incremental Facility Limit” means an amount equal to the sum of (a) $75,000,000 less the aggregate outstanding principal amount of all Incremental Equivalent Debt issued and/or incurred in reliance on this clause (a) plus (b) (i) all voluntary prepayments of the Initial Term Facility (including, in the case of loan buy-backs permitted hereunder that are offered to all Lenders of the applicable class on a pro rata basis, the actual purchase price paid in cash pursuant to such buy-backs), any Incremental Term Facility secured on a pari passu basis with the Initial Term Facility and any Incremental Equivalent Debt secured on a pari passu basis with the Initial Term Facility (including voluntary prepayments made at a discount to par) and (ii) voluntary and permanent commitment reductions of the Initial Revolving Credit Facility and any revolving credit facility secured on a pari passu basis with the Initial Revolving Credit Facility prior to the date of any such incurrence (in each case, to the extent not funded with the proceeds of Long-Term Indebtedness) plus (c) an additional amount such that, after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under clauses (a) or (b) above) and after giving pro forma effect to any acquisition or Investment consummated in connection therewith or any other appropriate pro forma adjustments, (I) in the case of an Incremental Facility or Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations, the Senior Secured Leverage Ratio on a pro forma basis is equal to or less than 3.50:1.00 and (II) in the case of an Incremental Facility or Incremental Equivalent Debt that is unsecured or secured on a junior basis to the Obligations, the Total Leverage Ratio on a pro forma basis is equal to or less than 4.00:1.00; provided that, compliance with the preceding clause (c) shall be determined (A) assuming that the full amounts of all revolving credit facilities (including any then-existing credit facilities) have all been fully drawn, (B) utilizing the financial statements most recently delivered or deemed delivered pursuant to Section 7.01, (C) giving full pro forma effect to (1) all Specified Transactions (as provided in such definition) that have occurred since the last day of the most recently completed Measurement Period for which financial statements have been delivered or deemed delivered pursuant to Section 7.01 (including, for the avoidance of doubt, but without duplication, any acquisitions constituting Specified Transactions that are to be consummated contemporaneously with the closing of, and using the proceeds of, such proposed Incremental Facility or Incremental Equivalent Debt, as the case may be), and (2) the application of the proceeds of the proposed Incremental Facility or Incremental Equivalent Debt, as the case may be, and (D) otherwise in accordance with the applicable definitions therein); provided, further, that any amounts incurred pursuant to clause (c) hereof (including through reclassification) and subsequently repaid shall not be included in the calculation of clause (b) above.

“Incremental Lender” means an Incremental Term Lender or an Incremental Revolving Credit Lender, as the context may require.

“Incremental Loan” means an Incremental Term Loan or an Incremental Revolving Credit Loan, as the context may require.

“Incremental Revolving Credit Borrowing” means a borrowing consisting of simultaneous Incremental Revolving Credit Loans of the same Type and, in the case of Term Benchmark Loans, having the same Interest Period made by each of the applicable Incremental Revolving Credit Lenders pursuant to Section 2 of any Incremental Revolving Credit Supplement.

“Incremental Revolving Credit Commitment” means, subject to the terms and conditions of Section 2.15 as to each Incremental Revolving Credit Lender, its obligation to make Incremental Revolving Credit Loans to the Company pursuant to Section 2 of the applicable Incremental Revolving Credit Supplement in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I to such Incremental Supplement under the caption “Incremental Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Incremental Revolving Credit Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

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“Incremental Revolving Credit Facility” has the meaning specified in Section 2.15(a).

“Incremental Revolving Credit Lender” means at any time, (a) on or prior to the applicable Incremental Closing Date, any Lender that has Incremental Revolving Credit Commitments at such time, and (b) at any time after the applicable Incremental Closing Date, any Lender that holds Incremental Revolving Credit Commitments and/or Incremental Revolving Credit Loans at such time.

“Incremental Revolving Credit Loan” means an advance made by any Incremental Revolving Credit Lender under an Incremental Revolving Credit Facility.

“Incremental Revolving Credit Note” means a promissory note made by the Company in favor of an Incremental Revolving Credit Lender, evidencing Incremental Revolving Credit Loans made by such Incremental Revolving Credit Lender, substantially in the form of Exhibit B-2.

“Incremental Revolving Credit Supplement” has the meaning specified in Section 2.15(b).

“Incremental Supplement” means an Incremental Term Supplement or an Incremental Revolving Credit Supplement, as the context may require.

“Incremental Term Borrowing” means a borrowing consisting of simultaneous Incremental Term Loans of the same Type and, in the case of Term Benchmark Loans, having the same Interest Period, made by each of the applicable Incremental Term Lenders pursuant to Section 2 of any Incremental Term Supplement.

“Incremental Term Commitment” means, subject to the terms and conditions of Section 2.15 as to each Incremental Term Lender, its obligation to make Incremental Term Loans to the Company on the applicable Incremental Closing Date, pursuant to Section 2 of the applicable Incremental Term Supplement in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Incremental Term Lender’s name on Schedule I to such Incremental Term Supplement under the caption “Incremental Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Incremental Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“Incremental Term Facility” has the meaning specified in Section 2.15(a).

“Incremental Term Lender” means at any time, (a) on or prior to the applicable Incremental Closing Date, any Lender that has an Incremental Term Commitment at such time and (b) after the applicable Incremental Closing Date, any Lender that holds Incremental Term Loans at such time.

“Incremental Term Loan” means an advance made by any Incremental Term Lender under an Incremental Term Facility.

“Incremental Term Loan Note” means a promissory note made by the Company in favor of an Incremental Term Lender, evidencing Incremental Term Loans made by such Incremental Term Lender, substantially in the form of Exhibit B-4.

“Incremental Term Supplement” has the meaning specified in Section 2.15(b).

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“Incurrence-Based Amounts” has the meaning specified in Section 1.06.

“Indebtedness” means, as to any Person, Capitalized Lease Obligations of such Person and other indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services in respect of which such Person is the purchaser (other than (a) any earn-out obligation or similar payment until such obligation has become a non-contingent liability on the balance sheet of such Person, (b) accruals for payroll, retirement obligations, workers compensation and other liabilities accrued in the ordinary course of business and (c) any purchase price holdback in the ordinary course of business, until such obligation has become a non-contingent liability on the balance sheet of such Person), other than accounts payable (other than for borrowed money) incurred in the ordinary course of business of such Person. Without limiting the generality of the foregoing, for the avoidance of doubt, (a) such term shall include (1) all obligations of such Person under Swap Contracts (the amount of which shall be deemed to be the Swap Termination Value thereof), (2) all Indebtedness of others Guaranteed by such Person, (3) all Indebtedness for borrowed money of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, which, in each case, shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby, (4) all unreimbursed obligations of such Person as an account party in respect of drawn letters of credit and letters of guaranty, (5) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (6) the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor, and (b) such term shall exclude (1) deferred revenue (including advance ticket sales), (2) obligations to make or pay advances, deposits or deferred compensation to announcers, broadcasters, on-air talent, promoters, producers or other third parties in connection with the development, booking, production, broadcast, promotion, execution, staging or presentations of shows, events or other entertainment activities or related merchandising, concessions or licensing and (3) obligations to pay advances, deposits or deferred compensation to the holders of rights to content or intellectual property in connection with the development, broadcast, distribution or license of content or underlying intellectual property.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Company under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b). “Information” has the meaning specified in Section 10.20.

“Initial L/C Issuer” has the meaning specified in the definition of “L/C Issuer.”

“Initial Facilities” means the Initial Revolving Credit Facility and the Initial Term Facility.

“Initial Revolving Credit Facility” means, initially, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments on the Effective Date, and hereafter on any date of determination, the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders on such date.

“Initial Revolving Credit Loans” means the Revolving Credit Loans made under the Initial Revolving Credit Facility.

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“Initial Term Facility” means, initially, the aggregate amount of the Term Lenders’ Term Commitments on the Effective Date, and hereafter on any date of determination, the aggregate principal amount of the Term Loans made on the Effective Date outstanding on such date.

“Initial Term Loans” means the Term Loans made under the Initial Term Facility.

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, dated as of the Effective Date, duly executed by each Loan Party and the Administrative Agent.

“Intellectual Property Security Agreement Supplement” has the meaning specified in Section 13(b) of the Security Agreement.

“Interest Payment Date” means, (a) as to any Term Benchmark Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Term Benchmark Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any ABR Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made; and (c) as to any RFR Loan, each day that is on the numerically corresponding day in each calendar month that is three months after the date of such Borrowing (or, if there is no such numerically corresponding date in such month, then the last day of such month) and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Company may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 3.03(e) shall be available for specification in the relevant Borrowing Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investments” has the meaning specified in Section 7.17.

“ISP” means the International Standby Practices (ISP98) International Chamber of Commerce Publication No. 590, as the same may be amended and as in effect from time to time.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer and the Company or any Subsidiary or in favor of any L/C Issuer and relating to any such Letter of Credit.

“JPMorgan” means JPMorgan Chase Bank, N.A. and its successors.

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“Knicks Arena License Agreement” means the Arena License Agreement, dated as of April 15, 2020, between MSG Arena, LLC and New York Knicks, LLC, as amended, restated, modified, renewed or replaced from time to time in a manner not prohibited by this Agreement.

“Labor Dispute” means any strike, lockout, work stoppage, or other similar action involving any labor organization representing any employees of the Company or any Restricted Subsidiary. For the avoidance of doubt, “Labor Dispute” does not include any individual disputes with employees of the Company or any Restricted Subsidiary or any agents for such employees.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan or Revolving Credit Loan.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means JPMorgan, Bank of America, N.A. and U.S. Bank National Association (each, an “Initial L/C Issuer”), any Eligible Assignee to which a portion of the Letter of Credit Commitment under this Credit Agreement has been assigned pursuant to Section 10.06, or any other Lender that is a bank and that agrees to act as an L/C Issuer hereunder, so long as (1) such Initial L/C Issuer, Eligible Assignee or other Lender is not a Defaulting Lender, and (2) such Eligible Assignee or other Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Credit Agreement are required to be performed by it as an L/C Issuer and notifies the Administrative Agent of its Letter of Credit Commitment and Lending Office, for so long as such Initial L/C Issuer, Eligible Assignee or other Lender, as the case may be, shall have a Letter of Credit Commitment.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.11. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LCT Election” has the meaning specified in Section 1.10.

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“LCT Test Date” has the meaning specified in Section 1.10.

“Lead Arranger” means JPMorgan, acting in its capacity as lead arranger and book runner.

“League” means (a) an organization governing, administering or regulating the participation of teams or participants in any professional sport, including the National Basketball Association, the National Hockey League and the Women’s National Basketball Association and any minor league teams associated therewith, including, in each case, the Commissioner, management council, executive committee or similar governing body of each such organization and (b) any entity through which each such organization conducts business or that may be formed generally by the member clubs of such organization.

“League Rules” means (a) the constitution and by-laws of each League, (b) the governing documents of each League, (c) all present and future rules, regulations, interpretations, memoranda, procedures, resolutions, directives, policies and guidelines of each League, (d) any agreements and arrangements to which the Company or any of its Subsidiaries is (or after the Effective Date may become) subject or by which it or its assets are (or may become) bound with or in favor of any League, (e) any agreements and arrangements to which any League’s teams generally are (or after the Effective Date may become) subject or by which they or their assets are (or may become) bound, in each case as such agreements or arrangements may be amended or adopted from time to time and including the custom and practice thereunder, including, but not limited to, League Rules relating to membership relocation, indebtedness and ownership transfers, territorial rights and limitations, the telecast or broadcast, by over-the-air television, non-broadcast television, radio or any other means, whether on a local, regional, national or international basis, of team games and the use of League or team logos, names or other intellectual property and (f) any conditions that the League may impose with respect to transactions in which any League’s teams may engage.

“League-Wide Labor Controversy” means any strike, lock-out or other labor controversy affecting any entire League involving teams with respect to which the Company or any Restricted Subsidiaries has one or more Arena License Agreements.

“Leases” means those leases and subleases pursuant to which any of the Loan Parties has been granted or holds the right to use or occupy Real Property demised thereunder, together with all amendments, modifications, extensions, renewals and restatements thereof and agreements related thereto.

“Lender Model” means the Company’s financial model dated May 27, 2022.

“Lenders” means the banks or other financial institutions which are parties hereto, as well as any Persons that become a “Lender” hereunder pursuant to Section 10.06 and, as the context requires, includes any Incremental Lender, together with their respective successors and assigns.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder, and shall include any Existing Letter of Credit (which shall be deemed issued hereunder on the Effective Date). A Letter of Credit may be a Trade Letter of Credit or a Standby Letter of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an L/C Issuer.

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“Letter of Credit Commitment” means, as to any L/C Issuer, (a) the amount set forth opposite such L/C Issuer’s name on Schedule 2.01 under the caption “Letter of Credit Commitment” or (b) if such L/C Issuer has entered into one or more Assignment and Assumptions, the amount set forth for such L/C Issuer in the Register as such L/C Issuer’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.06(a); provided that if any L/C Issuer shall become a Defaulting Lender, the Company may use its commercially reasonable efforts to reallocate the Letter of Credit Commitment of such Defaulting Lender among other Lenders; provided, further that if, after 20 Business Days of the Company attempting to reallocate such Letter of Credit Commitments (or such longer period as the Company may decide in its sole discretion), the Letter of Credit Commitments of such Defaulting Lender have not been fully reallocated among other Lenders, then at the option of the Company (which shall be exercised by a written notice thereof to the Administrative Agent), the Letter of Credit Commitment of each other L/C Issuer (but excluding any L/C Issuer who shall have only become an L/C Issuer as a result of the Company’s reallocation efforts) that is not a Defaulting Lender shall be increased by a pro rata amount of the remaining unallocated amount of such Defaulted Lender’s Letter of Credit Commitment, such that the aggregate Letter of Credit Commitments are not reduced as a result thereof, or the Company shall be permitted to replace such L/C Issuer in accordance with Section 10.12.

“Letter of Credit Expiration Date” means (a) initially, the day that is seven days prior to the Maturity Date then in effect for the Initial Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day) and (b) after the consummation of any Incremental Revolving Credit Facility with a Maturity Date that is later than the Maturity Date of the Initial Revolving Credit Facility, if an Incremental Revolving Credit Lender thereunder agrees to be an L/C Issuer and issue a Letter of Credit with a Letter of Credit Expiration Date that is the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the immediately preceding Business Day) with the latest Maturity Date, the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the immediately preceding Business Day) with the latest Maturity Date.

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate amount of the L/C Issuers’ Letter of Credit Commitments at such time, as such amount may be reduced pursuant to Section 2.06(a). The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Liens” has the meaning specified in Section 7.16.

“Limited Condition Transaction” means (i) an acquisition or any investment by any Loan Party of any assets, business or Person permitted to be acquired by such Loan Party under the terms of this Credit Agreement, in each case the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing and (ii) any redemption or repayment of Indebtedness requiring irrevocable notice in advance of such redemption or repayment.

“Liquidity” means at any time the sum of (x) unrestricted cash and Cash Equivalents (including cash supporting deferred revenue or collections due to promoters) of the Company and the Subsidiary Guarantors, and (y) the aggregate amount then available to be drawn under any Revolving Credit Facility, in each case, at such time.

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“Loan” means an extension of credit by a Lender to the Company under Article II in the form of a Term Loan or a Revolving Credit Loan (including Incremental Loans, if any).

“Loan Documents” means, collectively, (a) this Credit Agreement, (b) the Parent Negative Pledge Agreement, (c) the Notes, (d) the Collateral Documents, (e) the Fee Letters, (f) each Issuer Document, (g) each Incremental Supplement, if any, and (h) solely for purposes of the Collateral Documents (including in the term “Obligations” as used in the definition of “Secured Obligations” in the Security Agreement and in the Intellectual Property Security Agreement) and Article IV hereof, each Secured Hedge Agreement and each Secured Cash Management Agreement.

“Loan Parties” means, collectively, the Company and each Guarantor.

“Long-Term Indebtedness” means any Indebtedness for borrowed money (excluding Indebtedness permitted by clause (e) of Section 7.14) that, in accordance with GAAP, is not a current liability.

“Mandatory Prepayment Disposition” has the meaning specified in Section 2.05(b)(i).

“Margin Stock” means “margin stock” as defined in Regulation U.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Master Subordinated Intercompany Note” means an intercompany note substantially in the form of Exhibit F.

“Material Adverse Effect” means a materially adverse effect upon (a) the property, business, assets, condition (financial or otherwise), liabilities or operations of the Company and the Restricted Subsidiaries taken as a whole on a combined basis in accordance with GAAP, (b) the Facility or Collateral (with respect to clauses (a) and (b), other than changes resulting from industry wide developments affecting companies in similar businesses that do not have a disproportionate impact on the Company and the Restricted Subsidiaries or changes resulting from a League--Wide Labor Controversy; provided that any League-Wide Labor Controversy shall not, in and of itself, be deemed to constitute a Material Adverse Effect), (c) the ability of the Company and the Restricted Subsidiaries taken as a whole to perform the Obligations hereunder, or (d) the legality, validity, binding nature or enforceability of this Credit Agreement or any other Loan Document or the validity, perfection, priority or enforceability of the security interest created, or purported to be created, by the Security Agreement.

“Maturity Date” means (a) with respect to the Initial Facilities, June 30, 2027, and (b) with respect to each Incremental Facility, the maturity date for such Incremental Facility set forth in the applicable Incremental Supplement (provided that the maturity date of any Incremental Facility shall be subject to the provisions of Section 2.15(b)).

“Maximum Rate” has the meaning specified in Section 10.08.

“Measurement Period” means, as of each date of determination, the period of four consecutive fiscal quarters of the Company, then most recently ended for which financial statements are required to have been delivered by the Company pursuant to Section 7.01.

“MIRE Event” shall mean if there are any Mortgaged Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including an Incremental Loans or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings or (ii) the making of any Loan).

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means a mortgage, deed of trust, deed to secure debt, trust deed or other security document entered into by the owner of a Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties creating a Lien on such Mortgaged Property in such form as reasonably agreed between the Company and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.

“Mortgaged Property” means all Real Property identified on Schedule 1.01(c).

“MSG Entertainment Corp.” means MSGE Spinco, Inc., a Delaware corporation, which shall be renamed Madison Square Garden Entertainment Corp., a Delaware corporation in connection with the Restructuring Transactions (as defined in Amendment No.1).

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means proceeds received by the Company or any of the Restricted Subsidiaries in cash as and when received from (x) any Disposition or the incurrence or issuance of Indebtedness of the Company or any of the Restricted Subsidiaries, in each case after deduction of (i) the costs of selling, recovery or other transaction expenses payable by the Company or any of the Restricted Subsidiaries in connection with obtaining such proceeds (including banking, professional or other fees, commissions, discounts and expenses, transfer and similar taxes incurred in connection with such Disposition, incurrence or issuance, and the Company’s good faith reasonable estimate of any income, franchise, transfer or other tax liability and reserves for indemnification) arising from, such Disposition, incurrence or issuance and (ii) the principal amount of, and the premium or penalty, if any, plus the interest and other amounts on any Indebtedness permitted under this Credit Agreement that is secured by the applicable asset and that is required to be repaid by the terms of such Indebtedness (unless permitted by such terms to be reinvested) in connection with such transaction (other than Indebtedness under the Loan Documents) or (y) any casualty insurance or condemnation awards with respect to an Event of Loss, after deduction of (i) the costs of obtaining such award with respect to an Event of Loss (including fees and costs of experts, consultants and/or attorneys), and any income, franchise, transfer or other tax liability arising therefrom and (ii) the principal amount of, and the premium or penalty, if any, plus the interest and other amounts on any Indebtedness permitted under this Credit Agreement that is secured by the applicable assets and is required to be repaid by the terms of such Indebtedness (unless permitted by such terms to be reinvested) in connection with such Event of Loss (other than Indebtedness under the Loan Documents). If any amount payable to the Company or any such Restricted Subsidiary in respect of any such incurrence or issuance shall be or become evidenced by any promissory note or other negotiable or non-negotiable instrument, the cash proceeds received on any such note or instrument shall constitute Net Cash Proceeds as and when received.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP (determined, for the avoidance of doubt, on an unconsolidated basis) and before any reduction in respect of preferred stock dividends.

“Net Interest Expense” means, for any Measurement Period, the sum of (a)(i) all interest expense in connection with (x) borrowed money (including capitalized interest) or (y) the deferred purchase price of assets, and in each case to the extent treated as interest in accordance with GAAP during such Measurement Period (including all interest paid or payable with respect to discontinued operations only to the extent the revenues and expenses of such operations are included in the Adjusted Operating Income),

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of the Company and the Restricted Subsidiaries determined on a consolidated basis without duplication and in accordance with GAAP for the most recently completed Measurement Period plus (ii) any cash payments made during such period in respect of accrued interest payable in kind referred to in clause (b)(iii) below that was amortized or accrued in a previous period or in such Measurement Period (other than cash payments of accrued interest payable in kind in connection with the prepayment or repayment of all or a portion of the underlying indebtedness), minus (b)(i) all interest income (without taking into account any interest income arising from intercompany Indebtedness between or among the Company (as lender) and the Parent and/or its direct and indirect equityholders (as borrowers)) for such Measurement Period, plus (ii) to the extent included in clause (a) above for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period or in such Measurement Period, plus (iii) to the extent included in clause (a) above for such period, non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period, in each case of the Company and the Restricted Subsidiaries determined on a consolidated basis without duplication and in accordance with GAAP; provided that (a) the upfront fees being paid to the Administrative Agent and Lenders on the Closing Date in connection with this Agreement and (b) the prepayment premium being paid in respect of the prepayment of the Existing Credit Agreement on the Closing Date, in each case, shall not be included in Net Interest Expense.

“New Subsidiary” means any Person which becomes a Subsidiary of the Company after the Effective Date.

“Non-Consenting Lender” means a Lender who does not agree to a consent, waiver or amendment to any provision of the Loan Documents if: (i) the Company or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders and (iii) the Required Lenders have agreed to such consent, waiver or amendment.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extending Lender” has the meaning specified in Section 2.17(a).

“Non-Financial Entity” has the meaning specified in Section 10.06(b).

“Non-Required Consents” means the consent of any counterparty to a Contractual Obligation to the grant of a security interest in the agreement constituting the Contractual Obligation.

“Note” means a Term Loan Note, a Revolving Credit Note, an Incremental Term Loan Note, if any, or an Incremental Revolving Credit Note, if any, as the context may require.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if both such rates are not so published for any day that is a Business Day, the term “NYFRB Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

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“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations (but, with respect to any Guarantor at any time, excluding all Excluded Swap Obligations with respect to such Guarantor at such time), covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Restricted Subsidiary thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Old Parent” means MSG Entertainment Group, LLC, a Delaware limited liability company, or any of its successors.

“Original Letter of Credit Agreements” has the meaning specified in Section 2.01(c).

“Other Connection Taxes” means, with respect to the Administrative Agent, any Lender, L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Company hereunder, Taxes imposed as a result of a present or former connection between such Administrative Agent, Lender, L/C Issuer or other recipient and the jurisdiction imposing such Tax (other than connections arising from such Administrative Agent, Lender, L/C Issuer or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary taxes, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06(b)).

“Outstanding Amount” means (a) with respect to Term Loans and Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Parent” means MSG Entertainment GroupHoldings, LLC, a Delaware limited liability company, or any of its successors.

“Parent Negative Pledge Agreement” means that certain Amended and Restated Negative Pledge Agreement, dated as of the Amendment No. 1 Effective Date, made by and among the Parent and the Administrative Agent, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Credit Agreement.

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“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“Payment” has the meaning specified in Section 9.07(c).

“Payment Notice” has the meaning specified in Section 9.07(c).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Investments” means (a) Investments in cash and Cash Equivalents, (b) accounts receivable arising in the ordinary course of business, (c) [reserved], (d) any sale, transfer, license, lease or other disposition (including any sale and leaseback transaction), in each case, that is not a Disposition , (e) any Investment constituting a Permitted Parent Payment, (f) any Permitted Restricted Subsidiary Transaction, (g) Investments in existence as of the Effective Date and set forth on Schedule 6.15, (h) Investments received in settlement of overdue amounts or amounts owed by a Person that is insolvent or distributions in insolvency proceedings of any such Person or received by foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary, (i) Investments consisting of advances, deposits or deferred compensation to (i) announcers, broadcasters, on-air talent, promoters, producers or other third parties in connection with the development, booking, production, broadcast, promotion, execution, staging or presentations of shows, events or other entertainment activities or related merchandising, concessions or licensing, or (ii) holders of rights to content or intellectual property in connection with the development, broadcast, distribution or license of content or underlying intellectual property, (j) advances of payroll payments to employees in the ordinary course of business, (k) until the date of delivery to the Administrative Agent of the financial information with respect to the fiscal quarter ending December 31, 2022 required by Section 7.01(a) and the related Compliance Certificate, other Investments; provided that the aggregate amount of all such investments does not exceed $25,000,000, (l) Investments consisting of notes, other similar instruments or non-cash consideration received in connection with any disposition not prohibited by Section 7.24, and (m) (i) by the Company or any of the Subsidiary Guarantors in the Company or any other Subsidiary Guarantor; and (ii) by any of the Loan Parties in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any of the Subsidiary Guarantors.

“Permitted Liens” means, with respect to any Person: (i) (A) pledges or deposits of cash to secure obligations of such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or (B) good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or Leases to which such Person is a party, or (C) deposits of cash to secure public or statutory obligations of such Person or (D) deposits of cash or U.S. Government bonds to secure surety or appeal bonds to which such Person is a party, or (E) deposits as security for contested taxes or import, customs or similar duties or for the payment of rent or royalties; (ii) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, setoff and recoupment rights or other Liens arising out of judgments or awards against such Person which are not more than sixty (60) days past due or with respect to which such Person shall then be prosecuting appeal or other proceedings for review (and as to which all foreclosures and other enforcement proceedings shall have been fully bonded or otherwise effectively stayed); (iii) Liens for (x) Taxes (other than property taxes), assessments, charges or other governmental levies not overdue by more than 60 days or which if more than 60 days overdue, (1) the period of grace, if any, related thereto has not expired or which are being contested in good faith by

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appropriate proceeding (provided that a reserve or other appropriate provision shall have been made therefor as appropriate in accordance with GAAP) or (2) the aggregate principal outstanding amount of the obligations secured thereby does not exceed $5,000,000, and (y) property taxes not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate proceedings (and as to which all foreclosures and other enforcement proceedings shall have been fully bonded or otherwise effectively stayed); (iv) Liens in favor of issuers of performance bonds issued pursuant to the request of and for the account of such Person in the ordinary course of its business; (v) minor survey exceptions, easements or reservations of, or rights of others for rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties that are not violated by the current use and occupancy of such real properties or Liens which were not incurred in connection with Indebtedness or other extensions of credit and which do not materially impair the use of such properties in the operation of the business of such Person; (vi) Liens on cash created in the ordinary course of business and customary in the Business consisting of pledges to, deposits with or advances to announcers, broadcasters, on-air talent, promoters, producers or other third parties in connection with the development, booking, production, broadcast, promotion, execution, staging or presentations of shows, events or other entertainment activities or related merchandising, concessions or licensing; (vii) Liens on cash created in the ordinary course of business and customary in the Business consisting of obligations to pay advances, deposits or deferred compensation to the holders of rights to content or intellectual property in connection with the development, broadcast, distribution or license of content or underlying intellectual property; (viii) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Company and its Subsidiaries, (ix) Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default under Section 8.01(i), (x) normal and customary contractual rights of setoff upon deposits of cash or Liens relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness, (xi) liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (xii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary, (xiii) Liens solely on cash earnest money deposits in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder, (xiv) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance issued or created for the account of the Company or any Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Company or such Subsidiary, (xv) Liens securing insurance premiums financing arrangements, so long as such Liens are limited to the applicable unearned insurance premiums, (xvi) encumbrances and restrictions arising under League Rules or (xvii) Liens created in the ordinary course of business and customary in the relevant industry securing obligations of any of the Company and its Restricted Subsidiaries not to exceed, in the aggregate, the greater of (A) $12,000,000 and (B) 10% of Adjusted Operating Income for the most recently completed Measurement Period.

“Permitted Parent Payments” means payments to MSG Entertainment Corp. or the Parent or any other direct or indirect parent company of the Company (a) consisting of the issuance of common equity interests in the Company, (b) under customary intercompany tax sharing arrangements for payment, not to exceed the amount of taxes that would have been paid by the Company had the Company been a taxpayer (determined at the highest combined federal, state and local income tax rate applicable to an individual resident in New York City), (c) under ordinary course equity and other compensation incentive programs to employees and directors of the Company and its Subsidiaries or of any of the Company’s current or former Affiliates in the ordinary course of business (including cash expenditures related to the vesting of share-based compensation), (d) for ordinary course overhead of MSG Entertainment Corp. or the Parent or such other direct or indirect parent company (including office services charges and the salaries, bonuses and incentive and other compensation payable to officers and employees of MSG

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Entertainment Corp., the Parent or such other parent company), directors’ fees, transaction expenses and other out of pocket fees, costs, expenses and indemnities incurred by MSG Entertainment Corp., the Parent or such other parent company on behalf of or in managing the business of the Company and its Restricted Subsidiaries, or otherwise in connection with MSG Entertainment Corp.’s status as a public company or the status of MSG Entertainment Corp., the Parent or such other parent company as a parent holding company and (e) for cash payments in respect of withholding taxes payable in connection with grants and vesting under equity compensation programs; provided, however, that any payments made pursuant to clauses (c) and (d) shall be (I) used to pay expenses that are attributable to the Business, (II) allocated to the Business in a manner materially consistent with the Company’s parent company cost allocation policy as reflected in the Lender Model and (III) deducted as an operating expense in the calculation of Adjusted Operating Income and Consolidated Net Income in a manner consistent with past practice.

“Permitted Refinancing Increase” means, with respect to any Refinancing, an amount equal to unpaid accrued interest and premium (including tender premiums) in respect of such Refinancing, plus original issue discount and upfront fees plus other fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, replacement, renewal or extension and by an amount equal to any existing commitments unutilized thereunder.

“Permitted Refinancing Indebtedness” mean any Indebtedness issued in exchange for, or the net proceeds of which are used to, extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus any Permitted Refinancing Increase in respect of such Refinancing), (b) such Permitted Refinancing Indebtedness shall have the same obligors and same guarantees as, and be secured on a pari passu basis with, the Indebtedness so Refinanced (provided that the Permitted Refinancing Indebtedness may be subject to lesser guarantees or be unsecured or the Liens securing the Permitted Refinancing Indebtedness may rank junior to the Liens securing the Indebtedness so Refinanced), (c) the maturity date is later than or equal to, and the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to, that of the Indebtedness being Refinanced, and (d) if the Indebtedness so Refinanced is subordinated in right of payment to the Obligations, then such Permitted Refinancing Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is made subordinate in right of payment to the Obligations at least to the extent that the Indebtedness so Refinanced is subordinated to the Obligations.

“Permitted Restricted Subsidiary Transaction” means any transaction by which any Restricted Subsidiary shall (i) pay dividends or make any distribution on its capital stock or other equity securities or pay any of its Indebtedness owed to the Company or any other Restricted Subsidiaries, (ii) make any loans or advances to the Company or any other Restricted Subsidiaries or (iii) transfer any of its properties or assets to, merge or consolidate with or into, or liquidate or dissolve into the Company or any other Restricted Subsidiaries; provided that if the Restricted Subsidiary making such payment, loan, advance or transfer is a Guarantor, then the Restricted Subsidiary receiving the same shall be the Company or a Guarantor as well.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means, at any time, an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is maintained by the Company or an ERISA Affiliate.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Pledged Equity Interests” has the meaning specified in the Security Agreement.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Prohibited Transaction” means a transaction that is prohibited under Section 4975 of the Code or

Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“QFC” has the meaning given to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 10.23.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section la(l8)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Securitization Financing” means any Securitization Financing of any special purpose securitization vehicle (or similar entity) that meets the following conditions: (a) such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and such special purpose securitization vehicle, (b) all sales, transfers and/or contributions of Securitization Assets and related assets to the special purpose securitization vehicle are made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms.

“Quarter” means a fiscal quarterly period of the Company.

“Rangers Arena License Agreement” means the Arena License Agreement, dated as of April 15, 2020, between MSG Arena, LLC and New York Rangers, LLC, as amended, restated, modified, renewed or replaced from time to time in a manner not prohibited by this Agreement.

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“Real Property” means all real property and all rights benefiting such real property, specifically including (without intending to limit the generality of the foregoing) the following, whether now or hereafter existing, except to the extent that any of the following or the foregoing constitutes personal property relating primarily to, pertaining primarily to, used primarily in, or necessary for, the Business: (1) all buildings, structures and other improvements erected or located on such real property (collectively, the “Real Property Improvements”); (2) all easements, rights-of-way or use, air rights and development rights, and other estates, right, title, interest, privileges and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to or benefiting such real property or the Improvements (collectively, the “Real Property Other Interests”); (3) fixtures located in or upon such real property, Real Property Improvements or Real Property Other Interests; (4) all leases, subleases, licenses, concessions or other agreements with respect to all or any portion of such real property, Real Property Improvements or Real Property Other Interests, and all other rights, powers, privileges, options and benefits thereunder; (5) all agreements, contracts, certificates, permits, approvals, guaranties, supporting obligations, warranties, instruments, plans, specifications and other records and documents with respect to all or any part of such real property, Real Property Improvements or Real Property Other Interests, and all rights, powers, privileges, options and benefits thereunder; (6) all rights to appear in and defend, and to commence, any action or proceeding with respect to all or any portion of such real property, Real Property Improvements or Real Property Other Interests; (7) all right, title and interest in or to (i) insurance proceeds, (ii) all awards with by reason of any condemnation, eminent domain or other taking (or any disposition made in lieu thereof) of all or any portion of such real property, Real Property Improvements or Real Property Other Interests (in the case of such Real Property Other Interests, excluding any personal property not constituting (x) licenses or (y) rights of ingress or egress), or (iii) any causes of action, awards, damages, claims, payments, proceeds and other compensation, rights, benefits, and advantages on account of any other event with respect to all or any portion of such real property, Real Property Improvements or Real Property Other Interests (in the case of such Real Property Other Interests, excluding any personal property not constituting (x) licenses or (y) rights of ingress or egress); and (8) all refunds, rebates, reimbursements, reserves, deferred payments, deposits, cost savings, credits, waivers and payments, whether in cash or in kind, due or payable by any governmental or quasi-governmental entity or any insurance or utility company relating to or arising out of such real property, Real Property Improvements or Real Property Other Interests, or in connection with any taxes, assessments, charges or levies with respect to such real property, Real Property Improvements or Real Property Other Interests.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is the Daily Simple SOFR, the four Business Days prior to such setting or (c) if such Benchmark is none of the Term SOFR or the Daily Simple SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance” has the meaning specified in the definition of “Permitted Refinancing Indebtedness”.

“Refinancing Amendment” shall have the meaning specified in Section 2.14(c).

“Refinancing Equivalent Debt” shall have the meaning specified in Section 2.14(a).

“Refinancing Facility” means an Refinancing Term Facility or an Refinancing Revolving Credit Facility, as the context may require.

“Refinancing Revolving Credit Facility” shall have the meaning specified in Section 2.14(a).

“Refinancing Revolving Credit Loan” means any Revolving Credit Loan made pursuant to a Refinancing Revolving Credit Facility.

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“Refinancing Term Facility” shall have the meaning specified in Section 2.14(a).

“Refinancing Term Loan” means any Term Loan made pursuant to a Refinancing Term Facility.

“Register” has the meaning given to specified in Section 10.06(c).

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Company as prescribed by the Securities Laws.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means (a) with respect to any Term Benchmark Borrowing, the Adjusted Term SOFR, or (b) with respect to any RFR Borrowing, the Adjusted Daily Simple SOFR, as applicable.

“Removal Effective Date” has the meaning specified in Section 9.06(b).

“Replacement Lender” has the meaning specified in Section 2.17(c).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA (other than a Reportable Event as to which the provision of 30 days’ notice to the PBGC is waived).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation, funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) at any time there are at least two unaffiliated Lenders, Required Lenders shall include at least two unaffiliated Lenders and (ii) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolver Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of (a) the Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Revolving Credit Lender for purposes of this definition), and (b) the aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolver Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Response Date” has the meaning specified in Section 2.17(a).

“Responsible Officer” means the chief executive officer, president, senior vice president, senior vice president (finance), vice president, chief financial officer, treasurer, manager of treasury activities or assistant treasurer or other similar officer or Person performing similar functions of a Loan Party and, as to any document delivered on the Effective Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Company.

“Restricted Debt Payments” has the meaning specified in Section 7.28(a).

“Restricted Payments” means direct or indirect distributions, dividends or other payments by the Company or any Restricted Subsidiary on account of (including sinking fund or other payments on account of the redemption, retirement, purchase or acquisition of) any general or limited partnership or joint venture interest in, or any capital stock of, the Company or such Restricted Subsidiary, as the case may be (whether made in cash, property or other obligations), other than any such distributions, dividends and other payments made by a Restricted Subsidiary to the Company or a Guarantor in respect of such interest in or stock of the former held by the latter.

“Restricted Subsidiaries” means, collectively, the Persons set forth on Schedule 6.02(i) and any New Subsidiary.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Term Benchmark Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section 2.01(b), including any Incremental Revolving Credit Borrowing.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Company pursuant to Section 2.01(b), and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement, including any Incremental Revolving Credit Commitment.

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations at such time.

“Revolving Credit Facility” means the Initial Revolving Credit Facility, any Incremental Revolving Credit Facility or, collectively, the Initial Revolving Credit Facility and the Incremental Revolving Credit Facilities, as the context may require.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or holds Revolving Credit Loans at such time, including any Incremental Revolving Credit Lender.

“Revolving Credit Loan” means an extension of credit made by any Revolving Credit Lender under any Revolving Credit Facility and shall include any Incremental Revolving Credit Loan.

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“Revolving Credit Note” means a promissory note made by the Company in favor of a Revolving Credit Lender evidencing Revolving Credit Loans made by such Revolving Credit Lender under the Initial Revolving Credit Facility, substantially in the form of Exhibit B-1.

“RFR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the

Loans comprising such Borrowing, bears interest at a rate based on the Adjusted Daily Simple SOFR.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC

business.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions (at the time of this Credit Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, SyriaAmendment No. 1 Effective Date, the so-called Donetsk People’s Republic and, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person organized under the laws of or resident in a Sanctioned Country, (c) any Person 50% or more owned or controlled by any such Person, or (d) any Person otherwise the target of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank and which provides by its terms that it is intended to be secured as an Obligation hereunder.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between the Company or any Restricted Subsidiary, on the one hand, and any Hedge Bank, on the other hand, and which provides by its terms that (x) it is intended to be secured as an Obligation hereunder and (y) the counterparty to such agreement has expressly agreed to be bound by the provisions of Article IX as if it were a Lender.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are stated to be secured by the Collateral under the terms of the Collateral Documents.

“Securities Laws” means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board.

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“Securitization Assets” means the accounts receivable, royalty or other revenue streams, other rights to payment subject to a Qualified Securitization Financing and the proceeds thereof.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a special purpose securitization vehicle (or similar entity) (in the case of a transfer by the Company or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a special purpose securitization vehicle (or similar entity)), or may grant a security interest in, any Securitization Assets of the Company or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

“Security Agreement” means that certain Security Agreement, dated as of the Effective Date, made by and among the Company, the other Loan Parties and the Administrative Agent, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Credit Agreement.

“Security Agreement Supplement” has the meaning specified in Section 22(b) of the Security Agreement.

“Senior Secured Leverage Ratio” means at any date of determination, the ratio of Consolidated Senior Secured Indebtedness at such date to Adjusted Operating Income for the most recently completed Measurement Period. Notwithstanding the foregoing, for purposes of calculating the Senior Secured Leverage Ratio, there shall be excluded from Indebtedness, to the extent otherwise included as Indebtedness, (A) any deferred or contingent obligation of the Company to pay the consideration for an Investment not prohibited by Section 7.17; (B) any deferred purchase price in connection with any acquisition not prohibited by Section 7.17; (C) all obligations under any Swap Contract; and (D) obligations in respect of letters of credit except unreimbursed obligations in respect of drawn letters of credit; in each of clauses (A) and (B) and above, such exclusion to apply only to the extent that such obligation can be satisfied with the delivery of common stock of MSG Entertainment Corp. or other common equity interests of MSG Entertainment Corp. (and the Company hereby covenants and agrees that such obligation shall be satisfied solely by the delivery of such common stock or other common equity interests).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

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“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.06(h).

“Specified Event of Default” means any Event of Default under Section 8.01(b), (g) or (h).

“Specified Investments” means the Company’s Equity Interests in DraftKings Inc. and Townsquare Media, Inc (or any successor entities in respect thereof).

“Specified Public Filings” means (i) the annual report on Form 10-K of Madison Square Garden Entertainment Corp. for the fiscal year ended June 30, 2021, (ii) the quarterly report on Form 10-Q of Madison Square Garden Entertainment Corp. for the fiscal quarter ended March 31, 2022 and (iii) the proxy statement on Schedule 14A of Madison Square Garden Entertainment Corp. filed on October 26, 2021.

“Specified Transaction” means any acquisition or disposition of an asset or business by the Company or any Restricted Subsidiary, in each case only to the extent that such acquisition or disposition has the effect of increasing or decreasing the Company’s Adjusted Operating Income by at least $500,000 when such acquisition or disposition is given full pro forma effect for the most recently completed Measurement Period, assuming that such acquisition or disposition had occurred on the first day of such Measurement Period.

“Spot Rate” has the meaning specified in Section 1.07.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company that are customary in a Securitization Financing.

“Standby Letter of Credit” means any Letter of Credit issued hereunder, other than a Trade Letter of Credit.

“Subordinated Indebtedness” means any Indebtedness for borrowed money incurred by a Loan Party that is (i) secured on a junior priority basis to the Obligations, (ii) unsecured or (iii) expressly subordinated in right of payment to the Obligations of such Loan Party under the Loan Documents.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares or securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

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“Subsidiary Guarantors” means the Persons set forth on Schedule 1.01(d) and each new Restricted Subsidiary required to become a Guarantor pursuant to Section 7.10.

“Supplemental Collateral Documents” means Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security and pledge agreements securing payment of the Obligations of a newly-formed or newly-acquired Guarantor under the Loan Documents and constituting Liens as required pursuant to the terms of Section 7.10, in each case covering the types of property constituting Collateral, subject to exclusions for Excluded Assets.

“Supported QFC” has the meaning specified in Section 10.23.

“Survey” has the meaning specified in Section 7.13(b)(i)(C).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“SWIFT” means the Society for Worldwide Interbank Financial Telecommunication.

“Syndication Agent” means JPMorgan, acting in its capacity as syndication agent.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or each Loan comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted Term SOFR.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term Benchmark Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a), including any Incremental Term Borrowing.

“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Company pursuant to Section 2.01(a), as such amount may be adjusted from time to time in accordance with this Credit Agreement, including any Incremental Term Commitment.

“Term Facility” means the Initial Term Facility, any Incremental Term Facility or, collectively, the Initial Term Facility and the Incremental Term Facilities, as the context may require.

“Term Lender” means, (a) at any time on or prior to the Effective Date, any Lender that has a Term Commitment at such time and (b) at any time after the Effective Date, any Lender that holds Term Loans at such time.

“Term Loan” means an advance made by any Term Lender under any Term Facility and shall include any Incremental Term Loan.

“Term Loan Note” means a promissory note made by the Company in favor of a Term Lender evidencing Term Loans made by such Term Lender under the Initial Term Facility, substantially in the form of Exhibit B-3.

“Term SOFR” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Determination Day” has the meaning specified under the definition of Term SOFR Reference Rate.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the forward-looking term rate based on SOFR as such rate is published by the CME Term SOFR Administrator. If by 5:00 p.m. (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Termination Event” means (i) a Reportable Event, (ii) the termination of a Plan, or the filing of a notice of intent to terminate a Plan, or the treatment of a Plan amendment as a termination under Section 4041(c) of ERISA, (iii) the institution of proceedings to terminate a Plan under Section 4042 of ERISA or (iv) the appointment of a trustee to administer any Plan under Section 4042 of ERISA.

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“Total Leverage Ratio” means, at any date of determination, the ratio of Consolidated Indebtedness at such date to Adjusted Operating Income for the most recently completed Measurement Period. Notwithstanding the foregoing, for purposes of calculating the Total Leverage Ratio, there shall be excluded from Indebtedness, to the extent otherwise included as Indebtedness, (A) any deferred or contingent obligation of the Company to pay the consideration for an Investment not prohibited by Section 7.17; (B) any deferred purchase price in connection with any acquisition not prohibited by Section 7.17 and (C) all obligations under any Swap Contract; in each of clauses (A) and (B) above, such exclusion to apply only to the extent that such obligation can be satisfied with the delivery of common stock of MSG Entertainment Corp. or other common equity interests of MSG Entertainment Corp. (and the Company hereby covenants and agrees that such obligation shall be satisfied solely by the delivery of such common stock or other common equity interests).

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans and L/C Obligations.

“Trade Letter of Credit” means any Letter of Credit issued hereunder for the benefit of a supplier of inventory to the Company or any Subsidiary to effect payment for such inventory.

“Transactions” means, collectively, (a) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents to which they are or are intended to be a party, (b) the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (c) the consummation of the Existing Credit Agreement Refinancing and (d) the payment of all fees and expenses incurred in connection with the foregoing.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR, the Adjusted Daily Simple SOFR or the Alternate Base Rate.

“UCP” means the Uniform Customs and Practice for Documentary Credits, 2007 revision, International Chamber of Commerce Publication No. 600, as the same may be amended and in effect from time to time.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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“United States Person” means a corporation, partnership or other entity created, organized or incorporated under the laws of the United States of America or a State thereof (including the District of Columbia).

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Special Resolution Regimes” has the meaning specified in Section 10.23.

“USA PATRIOT Act” has the meaning specified in Section 10.16.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02     Other Interpretive Provisions. With reference to this Credit Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)     The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any organization document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” (except when used as accounting terms, in which case GAAP shall apply) shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(b)     In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)     Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Credit Agreement or any other Loan Document.

Section 1.03     Accounting Terms.

(a)     Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements, except as otherwise specifically prescribed herein.

(b)     Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or in the case of any financial ratio, the Administrative Agent or the Required Lenders, shall so request, the Administrative Agent, the applicable Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, as applicable); provided that, in the event of a request for an amendment, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)     Capitalized Lease Obligations. Notwithstanding anything to the contrary contained in Section 1.03(a), whether a lease shall be treated as operating lease and not a capital lease or finance lease will be determined in accordance with the principles set forth in the definition of Capitalized Lease Obligations.

Section 1.04     Rounding. Any financial ratios required to be maintained by the Company pursuant to this Credit Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05     Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.06     Certain Calculations.

(a)     Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Credit Agreement that does not require compliance with a financial ratio or test (including, without

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limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. The Company may elect that amounts incurred or transactions entered into (or consummated) be incurred or entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that unless the Company elects otherwise, each such amount or transaction will be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder. In addition, any amounts incurred or transactions entered into (or consummated) in reliance on Fixed Amounts shall be automatically and immediately reclassified at any time, unless the Company otherwise elects from time to time, as incurred under the applicable Incurrence-Based Amounts if the Company subsequently meets the applicable ratio for such Incurrence-Based Amounts on a pro forma basis. The amount of any Investment at any time shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment.

(b)     To the extent any provision of this Credit Agreement requires compliance with a financial ratio or test (including, without limitation, the Financial Covenants, any Total Leverage Ratio test, any Senior Secured Leverage Ratio test, and/or any Debt Service Coverage Ratio test), any calculation of a financial ratio or test that results in a negative number or zero shall be deemed to not be in compliance with such financial ratio or test.

Section 1.07     Currency Equivalents Generally. Any amount specified in this Credit Agreement (other than in Articles II, IV and IX) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

Section 1.08     Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Credit Agreement, or with respect to any alternative or successor rate thereto or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Credit Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative Agent may select information sources or services in its reasonable discretion to

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ascertain any interest rate used in this Credit Agreement, any component thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Credit Agreement, and shall have no liability to the Company, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.09     Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.10     Limited Condition Transactions. In connection with any action being taken solely in connection with a Limited Condition Transaction (excluding, for the avoidance of doubt, any Borrowing of Initial Revolving Credit Loans), for purposes of (i) determining compliance with any provision of the Loan Documents which requires the calculation of the Total Leverage Ratio, the Senior Secured Leverage Ratio or the Debt Service Coverage Ratio; (ii) determining (A) the accuracy of representations and warranties in Article VI (other than customary “specified representations” and those representations of the seller or target company (as applicable) included in the acquisition agreement for the relevant Limited Condition Transaction that are material to the interests of the Lenders and only to the extent that the relevant acquirer has the right to terminate its obligations under such acquisition agreement as a result of such representations (which representations, notwithstanding anything herein to the contrary, shall be required to be accurate on the basis set forth in the acquisition agreement as of the date of the consummation of any Limited Condition Transaction)), and/or (B) whether a Default or Event of Default (other than a Specified Event of Default (the absence of which, notwithstanding anything herein to the contrary, shall be required on the date of the consummation of such Limited Condition Transaction)) has occurred and is continuing or would result therefrom; or (iii) testing availability under baskets set forth in the Loan Documents; in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted under the Loan Documents, shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into or the date notice of prepayment or redemption is given (the “LCT Test Date”), and if, on a pro forma basis after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Measurement Period ending prior to the LCT Test Date, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Company has made an LCT Election for any Limited Condition Transaction and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded or otherwise non-compliant as a result of fluctuations in any such ratio or basket, including due to fluctuations in Adjusted Operating Income of the Company or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such baskets, ratios, metrics or thresholds will not be deemed to have been exceeded or non-compliant as a result of such fluctuations solely for purposes of determining compliance of the relevant transaction or action with such provisions, baskets or thresholds. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with, on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition

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Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on (A) a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the Limited Condition Transaction has been consummated or the definitive agreement with respect thereto has been terminated or expires and (B) on a standalone basis without giving effect to such Limited Condition Transaction and the other transactions in connection therewith.

Section 1.11     Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01     The Loans.

(a)     The Term Borrowing. Subject to the terms and conditions hereof, each Lender severally agrees to make a single loan in Dollars to the Company on the Effective Date in a principal amount not to exceed its Term Commitment under the Initial Term Facility on the Effective Date. The Term Borrowing under the Initial Term Facility shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Initial Term Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid under Section 2.05 may not be reborrowed. Subject to Section 3.03, each Term Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Company may request in accordance herewith.

(b)     Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans in Dollars to the Company from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Subject to Section 3.03, each Revolving Credit Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Company may request in accordance herewith.