FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Registration Rights Agreement (this “Agreement”) dated as of [ ], 2015 (but effective as provided in Section 10(l)), by and among MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), 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 • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to 2015 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 Spinco, Inc. (to be renamed The Madison Square Garden Company) (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.
FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Registration Rights Agreement (this “Agreement”) dated as of [ ], 2015 (but effective as provided in Section 9(k)), by and among MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), 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.
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to the 2015 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 Spinco, Inc. (to be renamed The Madison Square Garden Company) (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.
SECOND AMENDMENT TO LEASEMSG Spinco, Inc. • July 24th, 2015 • Services-miscellaneous amusement & recreation • 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”).
RCPI TRUST,Lease • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • 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”).
FORM OF 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)Tax Disaffiliation Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
THIS FORM OF TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of [ ], 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.
FORM OF 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 [ ], 2015Distribution Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
This Distribution Agreement (this “Agreement”), is dated as of [ ], 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”).
FORM OF 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 [ ], 2015Employee Matters Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of [ ], 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”).
FIRST AMENDMENT TO LEASELease • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
This FIRST AMENDMENT TO LEASE dated as of February 19,1999 (this “Amendment”), 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”).
FORM OF 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 [ ], 2015Transition Services Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Transition Services Agreement, dated as of [ ], 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”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • Delaware
This INDEMNIFICATION AGREEMENT is made this [ ] day of [ ] (the “Agreement”) by and between MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORMATION, CONTRIBUTION AND INVESTMENT AGREEMENT Dated as of August 30, 2013Loan Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
This Formation, Contribution and Investment Agreement, dated as of August 30, 2013 (this “Agreement”), is among MSG Holdings, L.P., a Delaware limited partnership (“MSG”), Entertainment Ventures, LLC, a Delaware limited liability company (“MSG Member” and, together with MSG, the “MSG Parties”), and Azoff Music Management LLC, a Delaware limited liability company (“Azoff Management”), and, solely for purposes of Section 8.7, Irving Azoff and Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “ILA Parties” and, together with Azoff Management, the “Azoff Parties”). Capitalized terms used but not defined in this Agreement are defined in Exhibit A.
FOURTH AMENDMENT TO LEASEMSG Spinco, Inc. • July 24th, 2015 • Services-miscellaneous amusement & recreation • New York
This FOURTH AMENDMENT TO LEASE dated as of January 24, 2011 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address 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”).
THIRD AMENDMENT TO LEASEMSG Spinco, Inc. • July 24th, 2015 • Services-miscellaneous amusement & recreation • New York
This THIRD AMENDMENT TO LEASE dated as of August 14, 2008 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address 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”).
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to The Madison Square Garden Company 2010 Employee Stock Plan, on [ ] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by The Madison Square Garden Company (to be renamed MSG Networks Inc.) (“MSG”) to deliver to you one share of MSG Class A Common Stock. In conjunction with the spin-off of MSG Spinco, Inc. (to be renamed The Madison Square Garden Company) (the “Company”) from MSG on [ ] (the “Distribution Date”), and pursuant to the Company’s 2015 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of [ ] restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of MSG Spinco, Inc. Class A Common Stock, par value $.01 per share (“Share”).
FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENTEmployee Director Award Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to the MSG Spinco, Inc. (to be renamed The Madison Square Garden Company) (the “Company”) 2015 Stock Plan for Non-Employee Directors (the “Plan”), you have been granted, effective as of [ ], [ ] restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth below and in the Plan:
FORM OF OPTION AGREEMENTForm of Option Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Pursuant to The Madison Square Garden Company 2010 Employee Stock Plan, on [ ] (the “Grant Date”), you were granted options to purchase shares of The Madison Square Garden Company (to be renamed MSG Networks Inc.) (“MSG”) Class A Common Stock. In conjunction with the spin-off of MSG Spinco, Inc. (to be renamed The Madison Square Garden Company) (the “Company”) from MSG on [ ] (the “Distribution Date”), and pursuant to the Company’s 2015 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase [ ] shares of MSG Spinco, Inc. Class A common stock (the “Class A Common Stock”) at a price of [$ ] per share.
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2015, by and among THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (“MSG Networks”) (to be renamed MSG Networks Inc. after the Effective Time), MSG HOLDINGS L.P., a Delaware limited partnership and an indirect wholly-owned subsidiary of MSG Networks (“MSG Holdings”), and MSG Spinco, Inc., a Delaware corporation (“Spinco”) (to be renamed The Madison Square Garden Company after the Effective Time).
FORM OF STANDSTILL AGREEMENT BY AND AMONG MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) AND THE DOLAN FAMILY GROUPStandstill Agreement • July 24th, 2015 • MSG Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Standstill Agreement (this “Agreement”), dated as of [ ], 2015, by and among MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), 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.
