Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 3
TO CREDIT AGREEMENT dated as of September 15, 2023 (this Amendment), among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the Company), the GUARANTORS party hereto (the
Guarantors), the THIRD AMENDMENT REVOLVING CREDIT LENDER (as defined below) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the Administrative Agent).
WHEREAS, 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;
WHEREAS, subject to the terms and conditions of the Existing Credit
Agreement and pursuant to Section 2.15 thereof, the Company has requested that Wells Fargo Bank, National Association (the Third Amendment Revolving Credit Lender) provide an increase in the Revolving Credit Commitments (the
Third Amendment Incremental Revolving Credit Commitment) in an amount equal to $50,000,000;
WHEREAS, the Third
Amendment Revolving Credit Lender has agreed to provide the Third Amendment Incremental Revolving Credit Commitment effective as of the Effective Date (as defined below), upon the terms and subject to the conditions set forth herein and in the
Amended Credit Agreement;
WHEREAS, this Amendment constitutes an Incremental Revolving Credit Supplement under Section 2.15(b) of
the Existing Credit Agreement;
WHEREAS, JPMorgan Chase Bank, N.A. is acting as the sole lead arranger and the sole bookrunner in respect
of the Third Amendment Incremental Revolving Credit Commitment;
WHEREAS, the Company, the Guarantors, the Administrative Agent and the
Third Amendment Revolving Credit Lender are willing to agree to this Amendment; and
WHEREAS, capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Existing Credit Agreement.
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. Third Amendment Incremental Revolving Credit Commitment.
(a) Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, the Third Amendment Revolving Credit Lender
hereby agrees that it shall have the Third Amendment Incremental Revolving Credit Commitment on and as of the Effective Date in an amount equal to the amount set forth opposite its name under the heading Commitment on Schedule I
attached hereto.