December 18, 2020 Mr. Lawrence J. Burian MSG Networks Inc. New York, NY 10001 Dear Lawrence:Employment Agreement • December 18th, 2020 • MSG Networks Inc. • Cable & other pay television services • New York
This letter agreement (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the amended and restated terms of your continued employment with MSG Networks Inc. (the “Company”).
September 11, 2015Employment Agreement • November 5th, 2015 • MSG Networks Inc. • Cable & other pay television services • New York
This Agreement (the “Agreement”), effective as of the distribution (the “Distribution”) of the common stock of MSG Spinco, Inc. (to be renamed The Madison Square Garden Company, “Spinco”) to the shareholders of The Madison Square Garden Company (to be renamed MSG Networks Inc., the “Company”) (the “Effective Date”), will confirm the terms of your continued employment by the Company.
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • November 2nd, 2012 • Madison Square Garden Co • Cable & other pay television services
Pursuant to The Madison Square Garden Company 2010 Cash Incentive Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors of The Madison Square Garden Company (the “Company”), to receive a contingent cash award (the “Award”) effective as of _____________________ (the “Effective Date”).
RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • April 23rd, 2010 • Madison Square Garden, Inc. • Cable & other pay television services
Pursuant to the Madison Square Garden, Inc. 2010 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 Madison Square Garden, Inc. (the “Company”) to receive restricted shares (“Restricted Shares”) of the Company’s Class A Common Stock, par value $.01 per share (“Common Shares”) effective as of (the “Grant Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • February 10th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of January 13, 2010 (but effective as provided in Section 10(l)), by and among Madison Square Garden, Inc., a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • August 21st, 2019 • MSG Networks Inc. • Cable & other pay television services
Pursuant to the 2010 Employee Stock Plan, as amended (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 Networks Inc. (the “Company”), effective as of [Grant 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. The Units are subject to the terms and conditions set forth below.
TIME SHARING AGREEMENTTime Sharing Agreement • September 10th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of the 10th day of September, 2015, by and between MSG HOLDINGS, L.P., a Delaware limited partnership with a place of business at Two Pennsylvania Plaza, New York, New York 10121 (“Lessor”), and DOLAN FAMILY OFFICE, LLC, a New York limited liability company with a place of business at 340 Crossways Park Drive, Woodbury, New York 11771 (“Lessee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 27th, 2015 • Madison Square Garden Co • Cable & other pay television services • Delaware
This INDEMNIFICATION AGREEMENT is made as of the date set forth below (the “Agreement”) by and between The Madison Square Garden Company, a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 2019 among MSGN HOLDINGS, L.P., the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, MSGN EDEN, LLC and REGIONAL MSGN HOLDINGS LLC as Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK,...Credit Agreement • October 15th, 2019 • MSG Networks Inc. • Cable & other pay television services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of October 11, 2019, among MSGN HOLDINGS, L.P., a Delaware limited partnership (the “Company”), the Restricted Subsidiaries (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, as Guarantors, MSGN EDEN, LLC, a Delaware limited liability company (“MSGN Eden”), and REGIONAL MSGN HOLDINGS LLC, a Delaware limited liability company (together with MSGN Eden, the “Holdings Entities”, and individually each a “Holdings Entity”), 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, Collateral Agent, Swing Line Lender and an L/C Issuer.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • February 10th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of January 13, 2010 (but effective as provided in Section 9(k)), by and among Madison Square Garden, Inc., a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
OPTION AGREEMENTOption Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Pursuant to the applicable Cablevision Systems Corporation 2006 Employee Stock Plan, on (the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on (the “Distribution Date”), and pursuant to the Company’s 2010 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase shares of Madison Square Garden, Inc. Class A common stock (the “Class A Common Stock”) at a price of $ per share.
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTPerformance Restricted Stock Units Agreement • August 21st, 2019 • MSG Networks Inc. • Cable & other pay television services
Pursuant to the 2010 Employee Stock Plan, as amended (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 Networks Inc. (the “Company”), effective as of [Grant Date] (the “Grant Date”) to receive a performance restricted stock unit award (the “Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.
OPTION AGREEMENTOption Agreement • September 15th, 2016 • MSG Networks Inc. • Cable & other pay television services • New York
Pursuant to the 2010 Employee Stock Plan (the “Plan”) of MSG Networks Inc. (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $ per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
SECOND AMENDMENT TO LEASELease • November 4th, 2009 • Madison Square Garden, Inc. • Cable & other pay television services • New York
This SECOND AMENDMENT TO LEASE dated as of November 6, 2002 (this “Amendment”), between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office 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 having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
September 16, 2016 Mr. James L. Dolan MSG Networks Inc. New York, NY 10121 Dear Jim:Employment Agreement • February 2nd, 2017 • MSG Networks Inc. • Cable & other pay television services • New York
This letter agreement (the “Agreement”), effective as of July 1, 2016 (the “Effective Date”) will confirm the terms of your employment with MSG Networks Inc. (the “Company”) following the Effective Date.
DISTRIBUTION AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION, AND MADISON SQUARE GARDEN, INC. dated as of January 12, 2010Distribution Agreement • January 14th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
This Distribution Agreement (this “Agreement”), is dated as of January 12, 2010, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and Madison Square Garden, Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“MSG” and, together with Cablevision, the “Parties”).
TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.) AND MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) dated as of September 11, 2015Tax Disaffiliation Agreement • September 14th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of September 11, 2015, by and between The Madison Square Garden Company (to be renamed MSG Networks Inc. after the Effective Time (as defined below)), a Delaware corporation (“Networks”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of Networks (“Spinco” and, together with Networks, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
DISTRIBUTION AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.), AND MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) Dated as of September 11, 2015Distribution Agreement • September 14th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
This Distribution Agreement (this “Agreement”), is dated as of September 11, 2015, by and between The Madison Square Garden Company (to be renamed MSG Networks Inc. after the Effective Time (as defined herein)), a Delaware corporation (“MSG Networks”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (“Spinco” and, together with MSG Networks, the “Parties”).
EMPLOYEE MATTERS AGREEMENT by and between THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.) and MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) Dated as of September 11, 2015Employee Matters Agreement • September 14th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of September 11, 2015, is by and between The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (“MSG Networks”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (“Spinco,” and, together with MSG Networks, each, a “Party” and collectively, the “Parties”).
ContractGuaranty of Lease • November 4th, 2009 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission.
August 26, 2020 Mr. James L. Dolan MSG Networks Inc. New York, NY 10121 Dear Jim:Employment Agreement • August 28th, 2020 • MSG Networks Inc. • Cable & other pay television services • New York
This letter agreement (the “Agreement”), effective as of July 1, 2020 (the “Effective Date”) will confirm the terms of your continued employment with MSG Networks Inc. (the “Company”) following the Effective Date.
SECURITY AGREEMENT Dated as of September 28, 2015 by and among MSG HOLDINGS, L.P. (to be renamed MSGN HOLDINGS, L.P.), MSGN EDEN, LLC, REGIONAL MSGN HOLDINGS LLC, and THE OTHER GRANTORS REFERRED TO HEREIN, as Grantors, and JPMORGAN CHASE BANK, N.A.,...Security Agreement • September 28th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
THIS SECURITY AGREEMENT, dated as of September 28, 2015 (this “Agreement”), is made by and among MSG HOLDINGS, L.P. (to be renamed MSGN HOLDINGS, L.P.), a Delaware limited partnership (the “Company”), MSGN EDEN, LLC, a Delaware limited liability company (“MSGN Eden”), REGIONAL MSGN HOLDINGS LLC, a Delaware limited liability company (together with MSGN Eden, the “Holdings Grantors” and individually each a “Holdings Grantor”), the other parties listed as “Subsidiary Grantors” on the signature pages hereof (the Company, the Holdings Grantors and such Persons so listed being, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article IX of the Credit Agreement (as hereinafter defined), the “Collateral Agent”), for the benefit of the Lenders and the other Secured Parties (each as defined in the Credit Agreement, as defined below).
RCPI TRUST,Lease Agreement • November 4th, 2009 • Madison Square Garden, Inc. • Cable & other pay television services • New York
THIS LEASE is made as of the 4th day of December, 1997, between RCPI TRUST, a Delaware business trust having an office 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 having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) AND THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.) DATED AS OF SEPTEMBER 11, 2015Transition Services Agreement • September 14th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
Transition Services Agreement, dated as of September 11, 2015 (this “Agreement”), between MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation (“Spinco”), and The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (“MSG Networks”).
PERFORMANCE OPTION AGREEMENTPerformance Option Agreement • September 15th, 2016 • MSG Networks Inc. • Cable & other pay television services • New York
Pursuant to the 2010 Employee Stock Plan (the “Plan”) of MSG Networks Inc. (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $ per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
ContractContribution Agreement • January 14th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 12, 2010, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), REGIONAL PROGRAMMING PARTNERS, a New York general partnership and an indirect wholly-owned subsidiary of Cablevision (“RPP”), and MADISON SQUARE GARDEN, INC., a Delaware corporation (“MSG”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between CABLEVISION SYSTEMS CORPORATION and MADISON SQUARE GARDEN, INC. Dated as of , 2010Employee Matters Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of , 2010, is by and between Cablevision Systems Corporation, a Delaware corporation (“CVC”), and Madison Square Garden, Inc., a Delaware corporation and an indirect subsidiary of CVC (“MSG,” and, together with CVC, each, a “Party” and collectively, the “Parties”).
STANDSTILL AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY GROUPStandstill Agreement • February 10th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Standstill Agreement (this “Agreement”), dated as of January 13, 2010, by and among Madison Square Garden, Inc., a Delaware 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.
Re: Employment AgreementEmployment Agreement • December 24th, 2009 • Madison Square Garden, Inc. • Cable & other pay television services • New York
This letter, effective upon the “Effective Date” (as defined in Annex A hereof), will confirm the terms of your employment by Madison Square Garden, Inc. (the “Company”).
September 11, 2015 Mr. Lawrence J. Burian The Madison Square Garden Company (to be renamed MSG Networks Inc.) New York, NY 10001 Dear Lawrence:Employment Agreement • September 14th, 2015 • Madison Square Garden Co • Cable & other pay television services • New York
This letter agreement (the “Agreement”), effective on the date (the “Effective Date”) the Company completes the spinoff of MSG Spinco Inc. (to be renamed The Madison Square Garden Company) (“Spinco”), will confirm the terms of your continued employment with The Madison Square Garden Company (to be renamed MSG Networks Inc.) (the “Company”).
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION AND MADISON SQUARE GARDEN, INC. DATED AS OF •, 2010Transition Services Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Transition Services Agreement, dated as of •, 2010 (this “Agreement”), between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and Madison Square Garden, Inc., a Delaware corporation (“MSG”).
September 6, 2018 Mr. Lawrence J. Burian MSG Networks Inc. New York, NY 10001 Dear Lawrence:Employment Agreement • September 7th, 2018 • MSG Networks Inc. • Cable & other pay television services • New York
This letter agreement (the “Agreement”), effective as of September 1, 2018 (the “Effective Date”), will confirm the terms of your continued employment with MSG Networks Inc. (the “Company”).
NON-EMPLOYEE DIRECTOR AWARD AGREEMENTNon-Employee Director Award Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services
Pursuant to the applicable Cablevision Systems Corporation Stock Plan for Non-Employee Directors, on [•] (the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on [•] (the “Distribution Date”), and pursuant to the Company’s 2010 Stock Plan for Non-Employee Directors (the “Plan”), you are receiving the award described in this agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase [•] shares of Madison Square Garden, Inc. Class A common stock (“Shares”) at a price of $ per share. The Options are granted subject to the terms and conditions set forth below and in the Plan:
Page Section 1. Voting Arrangements 2 Section 2. The Dolan Family Committee 4 Section 3. Voting and Powers of the Dolan Family Committee 5 Section 4. Meetings of the Dolan Family Committee 6 Section 5. Transfers 8 Section 6. Compensation; Expenses;...Class B Stockholders’ Agreement • February 10th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Stockholders’ Agreement (the “Agreement”), dated as of January 13, 2010, by and among each of the holders of Class B common stock (“Class B Common Stock”) of Madison Square Garden, Inc., a Delaware corporation (“MSG”), listed on Schedule A, annexed hereto (each, a “Class B Stockholder”, and collectively, the “Class B Stockholders”).
MADISON SQUARE GARDEN, L.P. TWO PENN PLAZA NEW YORK, NEW YORK 10121Carriage Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
This will confirm the agreement (the “Agreement”) by and between CSC Holdings, Inc. (“Affiliate”) and Madison Square Garden, L.P. (“Network”) for the carriage of the Services (as defined below) by certain cable television systems at least majority owned, controlled and managed by Affiliate and/or any entity controlling, controlled by or under common control with Affiliate.
