Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

MSGN Holdings, L.P. (the "Borrower"), an indirect wholly owned subsidiary of Sphere Entertainment Co. (the "Company") continues to pursue a refinancing of its Term Loan through a work-out with its existing syndicate of lenders. As part of this ongoing process, on October 11, 2024, the Borrower entered into a Forbearance Agreement (the "Forbearance Agreement") by and among the Borrower, the guarantors identified therein (collectively, the "Guarantors"), JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders (the "Supporting Lenders") under the Amended and Restated Credit Agreement, dated as of October 11, 2019, by and among the Borrower, the Guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, the "Credit Agreement").

Subject to the terms of the Forbearance Agreement, the Supporting Lenders have agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower's failure to make payment on the outstanding principal amount of the Term Loan on the Maturity Date (each as defined in the Credit Agreement) of October 11, 2024 (the "Specified Default").

The forbearance period (the "Forbearance Period") under the Forbearance Agreement will expire on the earlier to occur of (a) November 8, 2024, or such later date agreed to by the Borrower and the Supporting Lenders that hold a majority in principal amount of Term Loans held by all Supporting Lenders (the "Required Supporting Lenders") and (b) the date on which any Termination Event (as defined in the Forbearance Agreement) occurs.

The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Forbearance Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand incorporated by reference herein.