March 31, 2020 Mr. James L. Dolan MSG Entertainment Spinco Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:Letter Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This letter agreement (the “Agreement”), effective as of the closing of the distribution and spin-off (the “Spin-Off”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) (the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) (the “Effective Date”) will confirm the terms of your employment with the Company following the Effective Date.
TRANSACTION AGREEMENTTransaction Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of , 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company
DISTRIBUTION AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 31, 2020Distribution Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This Distribution Agreement (this “Agreement”), is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”).
CONTRIBUTION AGREEMENT BY AND AMONG THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.), MSG SPORTS & ENTERTAINMENT, LLC (TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED...Contribution Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2020, by and among THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), and MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 31, 2020Employee Matters Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 31, 2020, is by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Distribution (as defined herein)), a Delaware corporation (“MSGS”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSGS (“Spinco” and, together with MSGS, each, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Transition Services Agreement, dated as of March 31, 2020 (this “Agreement”), between MSG Sports, LLC, a Delaware limited liability company (“Sportsco”), and MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company (“Entertainco”).
TRANSACTION AGREEMENTTransaction Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Transaction Agreement (this “Agreement”), dated as of , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG Natio
TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 31, 2020Tax Disaffiliation Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined below)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
Mr. Joseph Yospe c/o The Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Joe:MSG Entertainment Spinco, Inc. • April 1st, 2020 • Services-amusement & recreation services • New York
In connection with the pending spin-off (the “Spin-Off”) by The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) of its MSG Entertainment Spinco, Inc. subsidiary (to be renamed Madison Square Garden Entertainment Corp., the “Company”), MSGS will assign to the Company the Employment Agreement, dated January 23, 2020, between MSGS and you (as assigned to the Company, your “Employment Agreement”). This letter (this “Amendment”) will amend your Employment Agreement effective as of the date on which the Spin-Off becomes Effective (the “Amendment Effective Date”). Capitalized terms used and not defined in this Amendment will have the meanings set forth in the Employment Agreement.
