Browse EX-10 agreements

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of November 6, 2020

among

NEW YORK RANGERS, LLC,

as Borrower

the LENDERS party hereto,

JPMORGAN CHASE BANK, N.A.,

as Agent

JPMORGAN CHASE BANK, N.A.,

THE BANK OF NOVA SCOTIA,

TRUIST SECURITIES, INC. and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Book Runners

THE BANK OF NOVA SCOTIA,

TRUIST BANK, and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Syndication Agents

and

BANK OF AMERICA, N.A.,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

TD BANK, N.A. and

WELLS FARGO BANK, N.A.,

as Co-Senior Managing Agents

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TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01. Defined Terms		1
SECTION 1.02. Classification of Loans and Borrowings		41

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SPONSORSHIP SALES AND SERVICE REPRESENTATION AGREEMENT

THIS SPONSORSHIP SALES AND SERVICE REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2020 (the “Effective Date”) by and between New York Rangers, LLC (“Rangers, LLC”), a Delaware limited liability company with offices at 2 Penn Plaza, New York, NY 10121, and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC), a Delaware limited liability company with offices at 2 Penn Plaza, New York, NY 10121 (“Representative”).

WHEREAS, Representative directly or indirectly owns and operates, inter alia, the sports and entertainment complex known as Madison Square Garden (the “Arena”); and

WHEREAS, Rangers, LLC owns and operates the New York Rangers (the “Rangers”); and

WHEREAS, Rangers, LLC desires to appoint Representative as sales and service representative for sponsorships with respect to the Rangers, and Representative desires to be so appointed and to perform the services described herein, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties agree as follows:

**1. Appointment. **

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**Execution Version **

**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. **

ARENA LICENSE AGREEMENT

between

MSG ARENA, LLC

and

NEW YORK RANGERS, LLC

Dated as of April 15, 2020

1

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ARENA LICENSE AGREEMENT

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of April 15, 2020 (the “Effective Date”) between MSG Arena, LLC, a Delaware limited liability company (“Licensor”), and New York Rangers, LLC, a Delaware limited liability company (the “Rangers”). Licensor and the Rangers are each referred to individually as a “Party” and collectively as the “Parties.”

***RECITALS ***

A. Licensor owns and operates the arena commonly known as Madison Square Garden, which is located at 4 Pennsylvania Plaza, New York, New York 10001 that contains approximately 17,000** **seats for hockey games, and is suitable for the exhibition of ice hockey games and for other purposes (the “Arena”).

B. New York Rangers, LLC owns and operates the professional hockey team known as the New York Rangers (the “Team”) in the National Hockey League (the “NHL” or the “League”).

C. Licensor wishes to grant the Rangers, on behalf of the Team, certain rights to use specified parts of the Arena at specified times, and the Rangers desire to so use the Arena at such times, upon the terms and conditions set forth in this Agreement.

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MSG RANGERS CORP.

**(formerly known as MSGS Spinco, Inc.) **

Executive Deferred Compensation Plan

MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) has established the MSG Rangers Corp. Executive Deferred Compensation Plan for the purpose of permitting a select group of highly-compensated employees to defer the employee’s annual base salary and bonus into the Plan with returns on such deferrals tracking the performance of certain investments. The Company hereby adopts the Plan as of the Effective Date.

***Article 1. Definitions ***

Whenever the following words and phrases are used in the Plan, with the first letter capitalized, they shall have the meanings specified below.

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Form of SpinCo PSU – In Respect of Existing MSGS PSUs

FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT

Dear [Participant Name]:

Pursuant to MSG Knickerbockers Corp.’s 2015 Employee Stock Plan, as amended, on [Date] (the “Grant Date”), you were granted performance restricted stock units, each of which represents an unfunded, unsecured promise by MSG Knickerbockers Corp. (formerly known as Madison Square Garden Sports Corp.) (“MSG Knickerbockers”) to deliver to you one share of MSG Knickerbockers Class A Common Stock. In conjunction with the spin-off of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”) from MSG Knickerbockers on [Date] (the “Distribution Date”), and pursuant to the Company’s 2026 Employee Stock Plan (the “Plan”), you are receiving the award described in this Performance Restricted Stock Units Agreement (the “Agreement”) of performance restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”).

Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan. The Units are subject to the terms and conditions set forth below and in the Plan.

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Form of Spinco RSU – In Respect of Existing MSGS RSUs

FORM OF RESTRICTED STOCK UNITS AGREEMENT

Dear [Participant Name]:

Pursuant to MSG Knickerbockers Corp.’s 2015 Employee Stock Plan, as amended, on [Date] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by MSG Knickerbockers Corp. (formerly known as Madison Square Garden Sports Corp.) (“MSG Knickerbockers”) to deliver to you one share of MSG Knickerbockers Class A Common Stock. In conjunction with the spin-off of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”) from MSG Knickerbockers on [Date] (the “Distribution Date”), and pursuant to the Company’s 2026 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of [#RSUs] restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”).

Capitalized terms used but not defined in this Agreement have the meanings given to them in the Plan. The Units are subject to the terms and conditions set forth below and in the Plan.

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**Form of New Spinco Time Vested Options **

FORM OF OPTION AGREEMENT

Dear [Participant Name]:

Pursuant to the 2026 Employee Stock Plan (the “Plan”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class*** A Common Stock*”) at a price of $[Dollars] per share. The Options are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. Vesting. Your Options will vest and become exercisable in accordance with Appendix 1; provided that you have remained in the continuous employ of the MSG Entertainment Group, the Sphere Entertainment Group, the MSG Knickerbockers Group or the MSG Rangers Group (each as defined below) from the Effective Date through the applicable vesting date(s).

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*Form of New Spinco PSU Agreement *

FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT

Dear [Participant Name]:

Pursuant to the 2026 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive performance restricted stock units (the “Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. Awards. In accordance with the terms of this Agreement, the target amount of your contingent Units is [#RSUs] restricted stock units (the “Target Award”), which number of Units may be increased or decreased to the extent the performance criteria (the “Objectives”) set forth in Appendix 2 attached hereto have been attained in respect of the period from July 1, [year] through June 30, [year] (the “Performance Period”). Each Unit shall represent an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”) on the Delivery Date. The Units, calculated in accordance with Appendix 2 attached hereto, will vest upon the later of (i) September 15, [year] (or the immediately preceding business day, if such date is not a business day) and (ii) the date on which the

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Form of New Spinco RSU

FORM OF RESTRICTED STOCK UNITS AGREEMENT

Dear [Participant Name]:

Pursuant to the 2026 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive [#RSUs] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. Awards*. *Each Unit shall represent an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”) on the Delivery Date. In accordance with Section 10(b) of the Plan, in the discretion of the Committee, in lieu of all or any portion of the Shares otherwise deliverable in respect of your Units, the Company may deliver a cash amount equal to the number of such Shares multiplied by the Fair Market Value of a Share on the date when Shares would otherwise have been issued, as determined by the Committee.

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*Form of Spinco Non-Employee Director Award   *

FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENT

[Grant Date]

Dear [Participant Name]:

Pursuant to the 2026 Stock Plan for Non-Employee Directors (the “Plan”) of MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.) (the “Company”), you have been granted, effective as of [Grant Date], [Quantity Granted] restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

Capitalized terms used but not defined in this agreement (this “Agreement”) have the meanings given to them in the Plan.

1. RESTRICTED STOCK UNITS:

1.1 Each Unit shall represent a fully vested unfunded, unsecured promise by the Company to deliver to you (or, if applicable, to an Approved Transferee (as defined below) in accordance with Section 2 below) one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”) or, in the sole discretion of the Committee pursuant to Section 6.2.2 of the Plan, cash equal to the Fair Market Value of a Share, on the first business day after the expiration of 90 days following the date on which you terminate your service as a member of the Board of Directors (the “Delivery Date”).

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***INDEMNIFICATION AGREEMENT ***

This INDEMNIFICATION AGREEMENT is made this ______ day of ___________(the “Agreement”) by and between MSG Rangers Corp., a Nevada corporation (the “Company”), and __     ________________ (“Indemnitee”).

WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.  Definitions. For purposes of this Agreement:

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**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. **

Exhibit 10.6

STANDSTILL AGREEMENT

BY AND AMONG

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

THE DOLAN FAMILY GROUP

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STANDSTILL AGREEMENT

Standstill Agreement (this “Agreement”), dated as of [•], 2026, by and among MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.), a Nevada corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

WITNESSETH:

WHEREAS, as of the date of this Agreement, the Dolan Family Parties own all of the outstanding shares of Class B Common Stock, par value $.01 per share (“MSGS Class*** B Common Stock*”), of Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.), a Nevada corporation (“MSGS”), and certain Dolan Family Parties also own shares of Class A Common Stock, par value $.01 per share (“MSGS Class*** A Common Stock*”), of MSGS;

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