Madison Square Garden Co (Form: 8-K, Received: 09/14/2015 06:02:50)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 11, 2015

THE MADISON SQUARE GARDEN COMPANY

(Exact name of registrant as specified in its charter)

Delaware

No. 1-34434

No. 27-0624498

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)


Two Penn Plaza New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01	Entry into a Material Definitive Agreement	1
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	1
Item 8.01	Other Events	7
Item 9.01	Financial Statements and Exhibits	14
SIGNATURES		16
EX-10.1
EX-10.2
EX-10.3
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5

Item 1.01

Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K describing the material terms of employment agreements that The Madison Square Garden Company (the “Registrant”) has entered into with certain executive officers is incorporated into this Item 1.01 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Distribution (defined below) by Registrant of the common stock of MSG Spinco, Inc. (“MSG Spinco”) discussed in Item 8.01 below, there will be changes to the executive officers and directors of the Registrant. The Registrant entered into employment agreements with certain of the executive officers, the material terms of which are described below.

Changes in Executive Officers

On September 11, 2015, the Registrant announced that, effective on the Distribution date (defined below), the following executive officers of the Registrant will, in connection with their becoming executive officers of MSG Spinco, cease to serve as executive officers of MSG: David O’Connor (President and Chief Executive Officer), Donna Coleman (Interim Chief Financial Officer), Joseph F. Yospe (Senior Vice President, Controller and Principal Accounting Officer) and Robert J. Lynn (Senior Vice President, Treasury and Investor Relations).

Also effective on the Distribution date, the persons listed below will become executive officers of the Registrant:

Andrea Greenberg, age 56, will be appointed as the President and Chief Executive Officer of the Registrant. Ms. Greenberg has more than 30 years of experience in the sports, entertainment and television industries. Ms. Greenberg serves as the Executive Vice President of the Registrant’s MSG Media business segment since 2010. As Executive Vice President of MSG Media, Ms. Greenberg oversees all aspects of the Media division, including programming, marketing, sales and operations, and directs all major transactional activities of the division. Ms. Greenberg previously served as the Executive Vice President of the MSG Entertainment business segment from 2008 to 2009 while such business was owned by Cablevision Systems Corporation (“Cablevision”) before the Registrant was spun-off from Cablevision in 2010. Prior to joining Madison Square Garden, Ms. Greenberg spent more than 25 years at Rainbow Media Holdings, the former Cablevision programming subsidiary that spun-off from Cablevision in 2011 to become AMC Networks Inc. (“AMC Networks”), last serving as President of Rainbow Media Ventures from 2004 to 2008.

Bret Richter, age 45, will be appointed as the Chief Financial Officer of the Registrant. Mr. Richter has served as the Executive Vice President, Corporate Finance and Development of Cablevision since 2014 and will resign from Cablevision prior to his appointment as an officer of the Registrant. In his role at Cablevision, Mr. Richter is responsible for overseeing Cablevision’s financial strategy and development, corporate financial planning, business planning and mergers and acquisitions. Mr. Richter previously served as Cablevision’s Senior Vice President, Financial Strategy and Development from 2005 to 2014, during which time he was responsible for mergers and acquisitions, investor relations, corporate development and other corporate initiatives. Before joining Cablevision in 2005, Mr. Richter served as President of The Richter Consulting Group, Inc., a privately held advisory firm that provided consulting services to early stage media companies. Prior to that, Mr. Richter served as Senior Vice President of Finance at NTL Incorporated (a predecessor of Virgin Media) and was also a member of the media investment banking advisory team at Salomon Brothers Inc. Mr. Richter is a member of the Alumni Association Board of the Cornell College of Agriculture and Life Sciences.

Dawn Darino-Gorski, age 47, will be appointed as the Controller and Principal Accounting Officer of the Registrant. Ms. Darino-Gorski has served as the Vice President of External Reporting and Consolidations of the Registrant since February 2010. This position has overall responsibility for the planning, coordination, and preparation of the Registrant’s quarterly and annual financial statement filings with the Securities and Exchange Commission and ensuring that the Registrant’s consolidated financial results are in compliance with generally accepted accounting principles. Prior to that time, Ms. Darino-Gorski held positions of increasing responsibility within the Registrant’s finance organization. Before joining the Registrant in December 1996, Ms. Darino-Gorski served as Senior Financial Analyst and Manager of External Reporting at Reader’s Digest Association, Inc. Ms. Darino-Gorski began her career in public accounting at Arthur Andersen.

James L. Dolan will continue to serve as the Executive Chairman of both the Registrant and MSG Spinco following the Distribution and Lawrence J. Burian will continue to serve as Executive Vice President, General Counsel and Secretary of both the Registrant and MSG Spinco.

Changes in Directors

On September 11, 2015, the following directors of the Registrant tendered their resignations as directors of the Registrant effective as of the Distribution date, and will become directors of MSG Spinco in connection with the Distribution: Charles P. Dolan, Kristin A. Dolan, Richard D. Parsons, Nelson Peltz, Scott M. Sperling, Alan D. Schwartz and Vincent Tese. The Board of Directors of the Registrant will decrease the size of the Board of Directors to 12 directors effective as of the Distribution date.

Following the Distribution, John M. Sykes will continue in office as a director elected by holders of the Registrant’s Class A common stock, par value $0.01 per share (“Class A Common Stock”). The following individuals will be appointed to the Board of Directors of the Registrant as directors elected by holders of the Class A Common Stock of to fill the vacancies created by the resignations of the directors elected by holders of Class A Common Stock:

Eugene F. DeMark, age 68, was a senior partner of KPMG, LLP, a global professional services firm, where he worked from July 1969 until his retirement in October 2009. He served as the Area Managing Partner of KPMG’s Northeast Advisory Practice from October 2005 until his retirement and previously held various other leadership roles during his tenure at KPMG. Between 1988 and 2001, Mr. DeMark had been the Northeast Area Managing Partner of the Information, Communications and Entertainment Practice and the Managing Partner of KPMG’s Long Island Office. During his career at KPMG, Mr. DeMark had responsibilities to lead a number of specialized practices in banking, high technology, media and entertainment and aerospace and defense. Since his retirement, Mr. DeMark has worked as an independent consultant. Mr. DeMark serves as a director of BankUnited, Inc., Florida’s largest independent bank, since September 2010 and is the Lead Director as well as Chair of the Audit and Risk Committee. Mr. DeMark also serves as a director of 1-800-FLOWERS.COM, Inc., a national floral and gifting company, since January 2012 and is Chair of the Audit Committee. Mr. DeMark is a Certified Public Accountant in the State of New York and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Mr. DeMark is an executive board member and the Finance Chairman of the Board of Overseers of the Tilles Center for Performing Arts and previously served as Chairman and President of Long Island chapters of the Multiple Sclerosis Society and the Boy Scouts of America.

Joel M. Litvin, age 56, was the President, League Operations of the National Basketball Association (the “NBA”) from 2006 until his retirement on September 1, 2015. As the NBA’s President, League Operations, he managed several core areas of the day-to-day operations of the NBA, including the league’s security, player development, social responsibility and legal functions. Mr. Litvin also managed, on behalf of the NBA Board of Governors, franchise matters such as revenue sharing, team sales and financings, relocations and the NBA’s ownership and debt policies. Mr. Litvin initially joined the NBA as a staff attorney in 1988 and also served as Senior Vice President and General Counsel from 1999 to 2000 and Executive Vice President, Legal and Business Affairs from 2000 to 2006. Mr. Litvin began his professional career at the New York law firm of Willkie Farr & Gallagher, where he worked on several matters for Major League Baseball. Mr. Litvin previously served as a member of the Board of Governors of the Naismith Basketball Hall of Fame and expects to shortly begin serving as a member of its Board of Trustees.

The following directors will remain as directors of the Registrant elected by holders of the Registrant’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”), and will also become directors of MSG Spinco in connection with the Distribution: James L. Dolan, Charles F. Dolan, Thomas C. Dolan, Wilt Hildenbrand and Brian G. Sweeney.

The following individuals will be appointed to the Board of Directors of the Registrant to fill the vacancies created by the resignations of Charles P. Dolan, Kristin A. Dolan, Alan D. Schwartz and Vincent Tese as directors elected by holders of the Class B Common Stock:

William J. Bell, age 75, was a consultant to Cablevision Systems Corporation from 2005 to 2014. Mr. Bell also held various positions at Cablevision and its predecessor beginning in 1979, including as Cablevision’s Vice Chairman and Chief Financial Officer until 2004. Mr. Bell is a director of AMC Networks since June 2011. Mr. Bell also serves as a director of the Lustgarten Foundation.

Paul J. Dolan, age 57, is the Chairman and Chief Executive Officer of the Cleveland Indians Major League Baseball (MLB) team since 2010. Mr. Dolan was President of the Cleveland Indians from 2004 to 2010 and Vice President and General Counsel from 2000 to 2004. Mr. Dolan has served on multiple committees of the MLB and is currently on the MLB’s Long Range Planning Committee and Ownership Committee. Mr. Dolan has been a director and member of the Compensation Committee of the J.M. Smucker Company since 2006. Mr. Dolan also serves as a director of Cablevision and Dix & Eaton, a privately owned communications and public relations firm. Mr. Dolan was Chairman and Chief Executive Officer of Fast Ball Sports Productions, a sports media company, from 2006 through 2012. Paul J. Dolan is the nephew of Charles F. Dolan, a cousin by marriage of Brian G. Sweeney, and the cousin of James L. Dolan, Thomas C. Dolan and Quentin F. Dolan.

Quentin F. Dolan, age 21, is a student at New York University. Mr. Dolan has held summer internship positions at Grubman Shire & Meiselas, P.C. and Azoff MSG Entertainment LLC. Quentin F. Dolan is the son of James L. Dolan, the grandson of Charles F. Dolan, the nephew of Thomas C. Dolan and Brian G. Sweeney, and the cousin of Paul J. Dolan.

Hank J. Ratner, age 56, is the Vice Chairman of Cablevision since December 2002. Mr. Ratner previously served as the Vice Chairman of the Registrant from February 2014 until March 2015, President and Chief Executive Officer of the Registrant from July 2009 to February 2014 and as a director of the Registrant from February 2014 to December 2014. Mr. Ratner was Vice Chairman of Rainbow Media (the name of AMC Networks while it was a subsidiary of Cablevision) from June 2002 to June 2011; a director of Rainbow Media from April 1997 to September 2003; Chief Operating Officer of Rainbow Media from October 1999 to June 2002; Chief Operating Officer and Secretary of Rainbow Media from October 1998 to October 1999; Executive Vice President & Secretary of Rainbow Media from October 1997 to October 1998; and Executive Vice President, Legal & Business Affairs and Secretary of Rainbow Media from July 1993 to October 1997. Mr. Ratner serves as Chairman of the Garden of Dreams Foundation.

Employment Agreements

Employment Agreement with Andrea Greenberg

On September 11, 2015, the Registrant entered into an employment agreement with Andrea Greenberg, which provides for Ms. Greenberg’s employment as the President and Chief Executive Officer of the Registrant effective as of the Distribution date.

The employment agreement provides for an annual base salary of not less than $750,000. Ms. Greenberg will be eligible to participate in the Registrant’s discretionary annual cash incentive program with an annual target bonus equal to not less than 100% of her annual base salary. Ms. Greenberg will also continue to participate in future long-term incentive programs that are made available to similarly situated executives of the Registrant, subject to Ms. Greenberg’s continued employment by the Registrant. Commencing with the fiscal year beginning July 1, 2015, and each fiscal year thereafter, it is expected that Ms. Greenberg will receive one or more long-term awards with an aggregate target value of not less than $1,500,000.

In connection with, and conditioned upon the occurrence of, the Distribution, Ms. Greenberg received a one-time grant of restricted stock units with an aggregate grant date value equal to $1,500,000 (the “Distribution Grant”). The Distribution Grant will vest ratably on each of the first three anniversaries of the Distribution date subject to Ms. Greenberg’s continued employment and the achievement of performance metrics to be established by the Registrant’s Compensation Committee. Under the agreement, Ms. Greenberg continues to be eligible to participate in the Registrant’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, on or prior to the third anniversary of the Distribution date (the “Scheduled Expiration Date”), Ms. Greenberg’s employment with the Registrant is terminated (i) by the Registrant other than for “cause” as defined in the agreement, or (ii) by Ms. Greenberg for “good reason” as defined in the agreement (so long as “cause” does not then exist), then, subject to Ms. Greenberg’s execution of a separation agreement with the Registrant, the Registrant will provide her with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Registrant, but in no event less than two times the sum of Ms. Greenberg’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Ms. Greenberg’s outstanding long-term cash awards will immediately vest in full and will be payable to Ms. Greenberg to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Ms. Greenberg’s outstanding restricted stock or restricted stock units granted to her under the plans of the Registrant will immediately be eliminated and will be payable or deliverable to Ms. Greenberg subject to satisfaction of any applicable performance criteria; and (e) each of Ms. Greenberg’s outstanding stock options and stock appreciation awards under the plans of the Registrant will immediately vest.

The employment agreement contains certain covenants by Ms. Greenberg including a noncompetition agreement that restricts Ms. Greenberg’s ability to engage in competitive activities until the first anniversary of a termination of her employment with the Registrant.

The description above is qualified in its entirety by reference to Ms. Greenberg’s Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.

Employment Agreement with Bret Richter

On September 11, 2015, the Registrant entered into an employment agreement with Bret Richter, which provides for Mr. Richter’s employment as the Executive Vice President and Chief Financial Officer of the Registrant effective as of the Distribution date.

The employment agreement provides for an annual base salary of not less than $634,000. Mr. Richter will be eligible to participate in the Registrant’s discretionary annual cash incentive program with an annual target bonus equal to not less than 75% of his annual base salary. Mr. Richter will also participate in future long-term incentive programs that are made available to similarly situated executives of the Registrant. Commencing with the fiscal year beginning July 1, 2015, and each fiscal year thereafter, it is expected that Mr. Richter will receive one or more long-term awards with an aggregate target value of not less than $750,000.

In connection with, and conditioned upon the occurrence of, the Distribution, Mr. Richter received a one-time grant of restricted stock units with an aggregate grant date value equal to $1,000,000 (the “Distribution Grant”). The Distribution Grant will vest ratably on each of the first three anniversaries of the Distribution date subject to Mr. Richter’s continued employment and the achievement of performance metrics to be established by the Registrant’s Compensation Committee. Under the agreement, Mr. Richter will be eligible to participate in the Registrant’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, on or prior to the third anniversary of the Distribution date (the “Scheduled Expiration Date”), Mr. Richter’s employment with the Registrant is terminated (i) by the Registrant other than for “cause” as defined in the agreement, or (ii) by Mr. Richter for “good reason” as defined in the agreement (so long as “cause” does not then exist), then, subject to Mr. Richter’s execution of a separation agreement with the Registrant, the Registrant will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Registrant, but in no event less than two times the sum of Mr. Richter’s annual base salary and annual target bonus and (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred.

The employment agreement contains certain covenants by Mr. Richter including a noncompetition agreement that restricts Mr. Richter’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Registrant; provided that the noncompetition covenant will not apply following a termination of Mr. Richter’s employment by the Registration other than for cause or by Mr. Richter for Good Reason if Mr. Richter waives his entitlement to the severance benefits described above.

The description above is qualified in its entirety by reference to Mr. Richter’s Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.

Employment Agreement with Lawrence J. Burian

On September 11, 2015, the Registrant entered into a new employment agreement with Lawrence J. Burian, which will replace his prior employment agreement with the Registrant effective as of the Distribution date. The employment agreement provides for Mr. Burian’s continued employment as the Executive Vice President, General Counsel and Secretary of the Registrant.

The employment agreement provides for an annual base salary of not less than $300,000. Mr. Burian will be eligible to participate in the Registrant’s discretionary annual cash incentive program with an annual target bonus equal to not less than 150% of his annual base salary. Mr. Burian will also continue to participate in future long-term incentive programs that are made available to similarly situated executives of the Registrant, subject to Mr. Burian’s continued employment by the Registrant. Commencing with the fiscal year beginning July 1, 2015, and each fiscal year thereafter, it is expected that Mr. Burian will receive one or more long-term awards with an aggregate target value of not less than $450,000. Under the agreement, Mr. Burian continues to be eligible to participate in the Registrant’s standard benefits program, subject to meeting the relevant eligibility requirements, payment of required premiums, and the terms of the plans.

If, on or prior to October 1, 2019 (the “Scheduled Expiration Date”), Mr. Burian’s employment with the Registrant is terminated (i) by the Registrant other than for “cause” as defined in the agreement, or (ii) by Mr. Burian for “good reason” as defined in the agreement (so long as “cause” does not then exist), then, subject to Mr. Burian’s execution of a separation agreement with the Registrant, the Registrant will provide him with the following benefits and rights: (a) a severance payment in an amount determined at the discretion of the Registrant, but in no event less than two times the sum of Mr. Burian’s annual base salary and annual target bonus; (b) any unpaid annual bonus for the fiscal year prior to the fiscal year in which such termination occurred and a prorated annual bonus for the fiscal year in which such termination occurred; (c) each of Mr. Burian’s outstanding long-term cash awards will immediately vest in full and will be payable to Mr. Burian to the same extent that other similarly situated active executives receive payment; (d) all of the time-based restrictions on each of Mr. Burian’s outstanding restricted stock or restricted stock units granted to him under the plans of the Registrant will immediately be eliminated and will be payable or deliverable to Mr. Burian subject to satisfaction of any applicable performance criteria; and (e) each of Mr. Burian’s outstanding stock options and stock appreciation awards under the plans of the Registrant will immediately vest.

Notwithstanding the foregoing, Mr. Burian will not be entitled to the severance payment described in (a) of the preceding paragraph if Mr. Burian’s employment with the Registrant is terminated without Cause or for Good Reason (other than if Cause then exists) prior to the Scheduled Expiration Date and while Mr. Burian remains employed with MSG Spinco.

If Mr. Burian’s employment with MSG Spinco is terminated without “cause” or for “good reason” (as those terms are defined in the Mr. Burian’s employment agreement with MSG Spinco) prior to the Scheduled Expiration Date and while Mr. Burian remains employed by the Registrant, then Mr. Burian’s target annual compensation (consisting of his annual base salary, target annual bonus percentage and minimum annual target long-term incentive value) will increase to equal the aggregate target annual compensation to which Mr. Burian was entitled from the Registrant and from MSG Spinco at the time of such MSG Spinco termination. The amount of this increase is the “incremental compensation.” Mr. Burian will not receive a severance payment from MSG Spinco (the “MSG Spinco Severance”) on such a termination, which amount will instead be paid by MSG Spinco to the Registrant.

Additionally, if Mr. Burian’s employment with the Registrant is terminated after the Scheduled Expiration Date and after such MSG Spinco termination without Cause, for Good Reason or due to death or disability, then Mr. Burian will be entitled to an additional severance payment from the Registrant equal to the MSG Spinco Severance less the aggregate incremental compensation paid to Mr. Burian by the Registrant after the MSG Spinco termination.

The employment agreement contains certain covenants by Mr. Burian including a noncompetition agreement that restricts Mr. Burian’s ability to engage in competitive activities until the first anniversary of a termination of his employment with the Registrant.

The description above is qualified in its entirety by reference to Mr. Burian’s Employment Agreement, which is attached as Exhibit 10.3 hereto and incorporated into this Item 5.02 by reference.

Item 8.01

Other Events.

Distribution of MSG Spinco

On September 11, 2015, the Board of Directors of the Registrant approved the distribution to its stockholders of the common stock of MSG Spinco (such distribution of MSG Spinco’s common stock, the “Distribution”). The Distribution will take the form of a distribution by the Registrant of one share of MSG Spinco’s Class A common stock, par value $0.01 per share (the “MSG Spinco Class A Common Stock”), for every three shares of the Registrant’s Class A Common Stock held of record at the close of business in New York City on September 21, 2015 (the “Record Date”), and one share of MSG Spinco Class B common stock, par value $0.01 per share, for every three shares of the Registrant’s Class B Common Stock held of record on the Record Date. The Distribution will become effective and the new shares will be distributed at 11:59 p.m., New York City time on September 30, 2015 (the “Distribution date”). The completion of the Distribution is subject to, among other things, (i) the effectiveness of MSG Spinco’s registration statement on Form 10 filed with the Securities and Exchange Commission (the “Form 10”), (ii) final listing approval from the New York Stock Exchange with respect to the MSG Spinco Class A Common Stock, (iii) finalization of the Debt Financing (defined below) and the making of the Cash Contribution (defined below), (iv) final approval from the NBA and the National Hockey League (the “NHL”) and (v) receipt of a tax opinion from Sullivan & Cromwell LLP. The Registrant’s Board of Directors has reserved the right to modify or abandon the Distribution at any time prior to the Distribution. The Registrant expects the conditions to the Distribution to be satisfied on or before the Distribution date.

The Form 10 contains information about MSG Spinco and the Distribution. Prior to the Distribution, the Registrant will distribute to its stockholders of record on the Record Date copies of an information statement relating to MSG Spinco that is part of the Form 10 filing.

Name Change

Concurrent with the Distribution, the Registrant will change its name to “MSG Networks Inc.” and MSG Spinco will assume the name “The Madison Square Garden Company.” On the first trading day following the Distribution date, the Registrant’s Class A Common Stock trading symbol will change from “MSG” to “MSGN” and the MSG Spinco Class A Common Stock will trade under the symbol “MSG.”

Agreements with MSG Spinco

Following the Distribution, MSG Spinco will be a public company and the Registrant will have no continuing common stock ownership interest in MSG Spinco. For purposes of governing the ongoing relationships between the Registrant and MSG Spinco after the Distribution and to provide for an orderly transition, the Registrant and MSG Spinco have entered, or will enter, into the agreements described below prior to the Distribution.

Certain of the agreements summarized below are included as exhibits to this Current Report on Form 8-K, and the following summaries of those agreements are qualified in their entirety by reference to the agreements as so filed, which are incorporated herein by reference.

Distribution Agreement

The Registrant has entered into the Distribution Agreement with MSG Spinco as part of a series of transactions pursuant to which MSG Spinco will receive prior to the Distribution the businesses and other assets described in the Form 10, including the businesses and assets that formerly comprised the Registrant’s MSG Sports and MSG Entertainment segments, including its venues, arenas and joint ventures (the “Contributed Assets”). Under the Distribution Agreement, the Registrant will distribute MSG Spinco’s common stock to the common stockholders of the Registrant.

Under the Distribution Agreement, the Registrant provides MSG Spinco with indemnities with respect to liabilities, damages, costs and expenses arising out of any of (i) the Registrant’s businesses (other than businesses of MSG Spinco); (ii) certain identified claims or proceedings; (iii) any breach by the Registrant of its obligations under the Distribution Agreement; (iv) any untrue statement or omission in the Form 10 registration statement or the information statement that is part of the Form 10 relating to the Registrant and its subsidiaries; and (v) indemnification obligations we may have to the NBA, the NHL or the Women’s National Basketball Association that result from acts or omissions of MSG. MSG Spinco will provide the Registrant with indemnities with respect to liabilities, damages, costs and expenses arising out of any of (i) MSG Spinco’s businesses; (ii) any breach by MSG Spinco of its obligations under the Distribution Agreement; and (iii) any untrue statement or omission in the Form 10 or Information Statement other than any such statement or omission relating to the Registrant and its subsidiaries.

In the Distribution Agreement, MSG Spinco releases the Registrant from any claims it might have arising out of:

•

the management of the businesses and affairs of MSG Spinco (and its predecessors, subsidiaries and affiliates) on or prior to the Distribution;

•

the terms of the Distribution, MSG Spinco’s amended and restated certificate of incorporation, MSG Spinco’s amended by-laws and the other agreements entered into in connection with the Distribution; and

•

any decisions that have been made, or actions taken, relating to MSG Spinco, the Distribution or the Debt Financing.

Additionally, in the Distribution Agreement, the Registrant releases MSG Spinco from any claims the Registrant might have arising out of:

•

the management of the business and affairs of the Registrant (and its predecessors, subsidiaries and affiliates) and Registrant’s business on or prior to the Distribution;

•

the terms of the Distribution and the other agreements entered into in connection with the Distribution, Registrant’s certificate of incorporation and by-laws; and

•

any decisions that have been made, or actions taken, relating to Registrant (and its predecessors, subsidiaries and affiliates), Registrant’s business or the Distribution.

The Distribution Agreement also provides that the Registrant will have the sole and absolute discretion to determine whether to proceed with the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and satisfaction of conditions to the consummation of the Distribution.

The Distribution Agreement also provides for access to records and information, cooperation in defending litigation, as well as methods of resolution for certain disputes.

Contribution Agreement

The Registrant, MSG Holdings, L.P. (“MSG Holdings”), the Registrant’s indirect wholly owned subsidiary, and MSG Spinco have entered into a Contribution Agreement pursuant to which the Registrant and MSG Holdings contributes to MSG Spinco the Contributed Assets and makes the Cash Contribution, each as defined in the Contribution Agreement. In consideration of this contribution, MSG Spinco issues shares of its common stock to MSG Holdings. The Contribution Agreement does not provide for any ongoing obligations for any party following the Distribution.

Transition Services Agreement

The Registrant and MSG Spinco have entered into a Transition Services Agreement under which, in exchange for the fees specified in such agreement, MSG Spinco has agreed to provide certain management and other services to the Registrant, including with respect to such areas as tax, information technology, risk management, treasury, legal, human resources, accounting, purchasing, communications, security and compensation and benefits. The Registrant has similarly agreed to provide certain transition services to MSG Spinco. MSG Spinco and the Registrant, as parties receiving services under the agreement, have agreed to indemnify the party providing services for losses incurred by such party that arise out of or are otherwise in connection with the provision by such party of services under the agreement, except to the extent that such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations under the agreement. Similarly, each party providing services under the agreement has agreed to indemnify the party receiving services for losses incurred by such party that arise out of or are otherwise in connection with the indemnifying party’s provision of services under the agreement if such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations under the agreement.

Tax Disaffiliation Agreement

The Registrant and MSG Spinco have entered into a Tax Disaffiliation Agreement that governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. References in this summary description of the Tax Disaffiliation Agreement to the terms “tax” or “taxes” means taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes.

MSG Spinco and its eligible subsidiaries currently join with the Registrant in the filing of certain consolidated, combined, and unitary returns for state, local, and other applicable tax purposes. However, for periods (or portions thereof) beginning after the Distribution, MSG Spinco generally will not join with the Registrant in the filing of any federal, state, local or other applicable consolidated, combined or unitary tax returns.

Under the Tax Disaffiliation Agreement, the Registrant will generally be responsible for all U.S. federal, state, local and other applicable income taxes for any taxable period or portion of such period ending on or before the Distribution date. MSG Spinco will generally be responsible for all taxes that are attributable to it or one of its subsidiaries after the Distribution date.

For any tax year, MSG Spinco will generally be responsible for filing all separate company tax returns that relate to MSG Spinco or one of its subsidiaries and that do not also include the Registrant or any of its subsidiaries. The Registrant will generally be responsible for filing all separate company tax returns that relate to the Registrant or its subsidiaries (other than tax returns that will be filed by MSG Spinco), and for filing consolidated, combined or unitary returns that include (i) one or more of the Registrant and its subsidiaries and (ii) one or more of MSG Spinco and its subsidiaries. Where possible, MSG Spinco has waived the right to carry back any losses, credits, or similar items to periods ending prior to or on the Distribution date, however, if MSG Spinco cannot waive the right, MSG Spinco would be entitled to receive the resulting refund or credit, net of any taxes incurred by the Registrant with respect to the refund or credit.

Generally, MSG Spinco will have the authority to conduct all tax proceedings, including tax audits, relating to taxes or any adjustment to taxes for which MSG Spinco is responsible for filing a return under the Tax Disaffiliation Agreement, and the Registrant will have the authority to conduct all tax proceedings, including tax audits, relating to taxes or any adjustment to taxes for which the Registrant is responsible for filing a return under the Tax Disaffiliation Agreement. However, if one party acknowledges a liability to indemnify the other party for a tax to which such proceeding relates, and provides evidence to the other party of its ability to make such payment, the first-mentioned party will have the authority to conduct such proceeding. The Tax Disaffiliation Agreement further provides for cooperation between the Registrant and MSG Spinco with respect to tax matters, the exchange of information and the retention of records that may affect the tax liabilities of the parties to the agreement.

The Tax Disaffiliation Agreement requires that none of the Registrant, MSG Spinco or any of their respective subsidiaries will take, or fail to take, any action where such action, or failure to act, would be inconsistent with or preclude the Distribution from qualifying as a tax-free transaction to the Registrant and to its stockholders under Section 355 of the Internal Revenue Code of 1986, as amended, or would otherwise cause holders of the Registrant’s stock receiving MSG Spinco stock in the Distribution to be taxed as a result of the Distribution and certain transactions undertaken in connection with the Distribution. Additionally, for the two-year period following the Distribution, the Registrant and MSG Spinco may not engage in certain activities that may jeopardize the tax-free treatment of the Distribution to the Registrant and its stockholders, unless, in the case of MSG Spinco, MSG Spinco receives the Registrant’s consent or otherwise obtains a ruling from the Internal Revenue Service or a legal opinion, in either case reasonably satisfactory to the Registrant, that the activity will not alter the tax-free status of the Distribution to the Registrant and its stockholders.

Finally, MSG Spinco must indemnify the Registrant and its subsidiaries, officers and directors for any taxes, resulting from action or failure to act, if such action or failure to act precludes the Distribution from qualifying as a tax-free transaction (including taxes imposed as a result of a violation of the restrictions set forth above).

Employee Matters Agreement

The Registrant and MSG Spinco have entered into an employee matters agreement (the “Employee Matters Agreement”) that allocates assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs and certain other related matters. In general, MSG Spinco’s employees currently participate in various retirement, health and welfare, and other employee benefit plans of the Registrant. After the Distribution, it is anticipated that MSG Spinco’s employees will generally participate in similar plans and arrangements established and maintained by MSG Spinco; however, MSG Spinco will continue to be a participating company in certain employee benefit plans of the Registrant during a transition period. Effective as of the Distribution date, the Registrant and MSG Spinco will each hold responsibility for its respective employees and compensation plans.

Media Rights Agreements

In connection with the Distribution, the Registrant and MSG Spinco will enter into media rights agreements covering the Knicks and the Rangers which will provide the Registrant exclusive media rights to team games in their local markets. Each of the media rights agreements has a stated term of 20 years, with an annual rights fee in the first year of $100 million for the Knicks and $30 million for the Rangers. The rights fee in each media rights agreement is to increase annually and is subject to adjustments in certain circumstances, including if MSG Spinco does not make available a minimum number of games in any year. The Registrant has certain rights to match third party offers received by the Knicks or Rangers, as the case may be, for the media rights following the term of the agreement.

Advertising Sales Representation Agreement

The Registrant and MSG Spinco will enter into an Advertising Sales Representation Agreement pursuant to which MSG Spinco will have the exclusive right and obligation, for a commission, to sell advertising availabilities of the Registrant’s MSG Networks for an initial stated term of seven years, subject to certain termination rights, including MSG Spinco’s right to terminate if MSG Spinco and the Registrant are no longer affiliates and the Registrant’s right to terminate if certain sales thresholds are not met unless MSG Spinco pays the Registrant the shortfall. The Registrant’s advertising sales personnel will transfer to MSG Spinco.

Other Arrangements and Agreements with MSG Spinco

The Registrant will also enter into a number of commercial and other arrangements and agreements with MSG Spinco and its subsidiaries. These will include arrangements for the provision of services, allocations with respect to sponsorship agreements and other matters, aircraft sharing and certain trademark licensing arrangements.

Certain Relationships and Potential Conflicts of Interest

Following the Distribution, James L. Dolan will serve as the Executive Chairman of both the Registrant and MSG Spinco, and Lawrence J. Burian will serve as the Executive Vice President, General Counsel and Secretary of both the Registrant and MSG Spinco. As a result, following the Distribution, not all of the Registrant’s executive officers will be devoting their full time and attention to the Registrant’s affairs. In addition, immediately following the Distribution, five members of the Registrant’s Board of Directors will serve on the MSG Spinco Board of Directors. The overlapping officers and directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when the Registrant and MSG Spinco look at certain acquisitions and other corporate opportunities that may be suitable for both of the companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between MSG Spinco, on the one hand, and the Registrant, on the other hand. In addition, after the Distribution, certain of the Registrant’s officers and directors will continue to own stock and options to purchase stock of MSG Spinco, as well as cash performance awards. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for the Registrant and MSG Spinco.

The Registrant’s amended and restated certificate of incorporation acknowledges that certain of the Registrant’s directors and officers may also be serving as directors, officers, employees, consultants or agents of Cablevision and its subsidiaries, and that the Registrant may engage in material business transactions with those entities and provides that no director or officer of the Registrant who is also serving as a director, officer, employee, consultant or agent of Cablevision or its subsidiaries will be liable to the Registrant or its stockholders or its subsidiaries by reason of the fact that any such individual directs a corporate opportunity (other than Restricted Potential Business Opportunities as set forth in our amended and restated certificate of incorporation) to Cablevision or its subsidiaries instead of the Registrant, or does not refer or communicate information regarding such corporate opportunities to the Registrant. Under our amended and restated certificate of incorporation, a Potential Business Opportunity is a Restricted Potential Opportunity if: (A) such Potential Business Opportunity was expressly presented or offered to the Overlap Person solely in his or her capacity as a director or officer of the Registrant; (B) the Overlap Person believed that the Registrant possessed, or would reasonably be expected to be able to possess, the resources necessary to exploit such Potential Business Opportunity; and (C) such opportunity relates exclusively to (x) the business of owning and operating a regional professional sports programming service that features the live carriage of games of teams that compete in the National Hockey League, the National Basketball Association or Major League Baseball and that is targeted to, and made available to, multichannel video programming distributors in the New York, New Jersey and Connecticut tri-state area, (y) the business of owning and operating a programming service that is primarily devoted to music programming and that is made available nationally to multichannel video programming distributors, or (z) a theatrical or arena venue with a seating capacity of greater than 1,000; provided, that in the cases of each of clauses (x), (y) and (z), the Registrant or any of its subsidiaries is directly engaged in such business at the time the Potential Business Opportunity is presented or offered to the Overlap Person. In connection with the spin-off by Cablevision of AMC Networks in 2011, the Board of Directors of the Registrant adopted a policy (the “Policy”) to extend these provisions to directors and officers of the Registrant who serve as directors, officers, employees, consultants or agents of AMC Networks or its subsidiaries. In connection with the Distribution, the Registrant’s Board of Directors has amended the Policy to extend these provisions to officers and directors of the Registrant who are serving as directors, officers, employees, consultants or agents of MSG Spinco or its subsidiaries. In the amended Policy, the definition of Restricted Potential Business Opportunity has been revised to delete clauses (y) and (z) in light of the Registrant’s no longer owning an interest in a music programming service or any theaters or arenas following the Distribution.

Related Party Transaction Approval Policy

In connection with the Distribution, the Registrant amended its Related Party Transaction Approval Policy to include MSG Spinco as an “Other Entity” under that policy. As a result, transactions with MSG Spinco will be subject to approval by an independent committee of the Registrant’s Board of Directors if in excess of the Regulation S-K Item 404 reporting threshold (currently $120,000).

Treatment of Outstanding Options, Restricted Stock Units and Other Awards

The Registrant has issued options to purchase Registrant Class A Common Stock. In connection with the Distribution, each Registrant option outstanding (whether held by a Registrant employee or an MSG Spinco employee) will become two options: one will be an option to acquire Registrant Class A Common Stock and one an option to acquire MSG Spinco Class A Common Stock. The existing exercise price will be allocated between the existing Registrant options and the new MSG Spinco options based upon the ten-day weighted average price of Registrant Class A Common Stock and MSG Spinco Class A Common Stock over the ten trading days immediately following the Distribution as reported by Bloomberg, and the underlying share amount will take into account the one-to-three distribution ratio (i.e., one share of MSG Spinco Class A Common Stock will be issued for every three shares of Registrant Class A Common Stock). The Registrant options and the new MSG Spinco options will not be exercisable during a period beginning on a date prior to the Distribution determined by the Registrant in its sole discretion, and continuing until the exercise prices of the Registrant options and new MSG Spinco options are determined after the Distribution, or such longer period as the Registrant or MSG Spinco determine is necessary with respect to our and MSG Spinco’s respective awards. Other than the split of Registrant options and the allocation of the existing exercise price, upon issuance of MSG Spinco’s new options there will be no additional adjustment to the Registrant’s existing options in connection with the Distribution and the terms of each employee’s applicable award agreement with the Registrant will continue to govern the Registrant options.

The Registrant has issued restricted stock units to its employees which represent unfunded, unsecured rights to receive shares of Registrant Class A Common Stock (or cash or other property) at a future date upon the satisfaction of the conditions specified by the Registrant’s Compensation Committee in the award agreement. In connection with the Distribution, each holder of an employee restricted stock unit that was granted prior to July 2015 will receive one MSG Spinco restricted stock unit in respect of every three Registrant restricted stock units owned on the record date and continue to be entitled to a share of Registrant Class A Common Stock (or cash or other property) for each Registrant restricted stock unit in accordance with the Registrant award agreement. In connection with the Distribution, each employee restricted stock unit that was granted after July 1, 2015 will be adjusted in accordance with its terms, which generally provide that (1) each holder who will remain employed by the Registrant following the Distribution will continue to hold the Registrant restricted stock units, with the number of restricted stock units adjusted to reflect the Distribution, and (2) each holder who will be employed by MSG Spinco following the Distribution will receive MSG Spinco restricted stock units of the same value as such Registrant restricted stock units, and the Registrant restricted stock units will be cancelled. Any holder of Registrant restricted stock units granted after July 1, 2015 who will be employed by both the Registrant and MSG Spinco following the Distribution will continue to hold Registrant restricted stock units, adjusted to reflect the Distribution, and will receive MSG Spinco restricted stock units in connection with the Distribution, so that 30% of the employee’s restricted stock units are Registrant restricted stock units and 70% are MSG Spinco restricted stock units.

MSG Spinco’s restricted stock units will be issued under its employee stock plan and will be subject to the same conditions and restrictions as the Registrant restricted stock units. Other than as described above, upon issuance of MSG Spinco’s new restricted stock units there will be no adjustment to the existing Registrant restricted stock units in connection with the Distribution and the terms of each employee’s applicable restricted stock unit award agreement will continue to govern the Registrant restricted stock units.

The Registrant has issued restricted stock units to its non-employee directors which represent unfunded, unsecured rights to receive shares of Registrant Class A Common Stock (or cash or other property) at a future date. Such restricted stock units were fully vested on the date of grant. In connection with the Distribution, each holder of a director restricted stock unit will receive one share of MSG Spinco Class A Common Stock in respect of every three Registrant restricted stock units owned on the record date and continue to be entitled to a share of Registrant Class A Common Stock (or cash or other property) in accordance with the award agreement.

In fiscal years ended June 30, 2014 and 2015, the Registrant granted three-year performance awards to executives and certain other members of management of the Registrant. In connection with the Distribution, those awards will entitle the holder to a fixed dollar amount based on the target value of the performance award. Payment of such cash awards will be subject to the participant’s continued employment with either the Registrant or MSG Spinco through the date the original performance award is scheduled to vest, and otherwise will remain subject to the terms of the performance award agreement. MSG Spinco has agreed to assume the liabilities under the performance awards that relate to its employees effective as of the Distribution.

With respect to outstanding long-term cash and equity awards, the Registrant and MSG Spinco will not be regarded as competitive entities of each other for purposes of any non-compete provisions contained in the applicable award agreements. With respect to all outstanding Registrant awards (and MSG Spinco options and restricted stock units issued in connection with such awards) holders of such awards will continue to vest in them so long as they remain employed by the Registrant, MSG Spinco or affiliates of either entity, provided that an employee who moves between MSG Spinco or one of its subsidiaries, on the one hand, and the Registrant or one of its subsidiaries, on the other hand, at a time when the two entities are no longer affiliates will not continue to vest in the awards and such change will constitute a termination of employment for purposes of the award agreement.

Share Repurchase Program

On September 11, 2015, the Board of Directors terminated the Registrant’s authorization to repurchase up to $500 million of Registrant Class A Common Stock effective as of the Distribution. The Registrant has repurchased $241 million of Registrant Class A Common Stock to date under the current share repurchase program. Upon completion of the Distribution, MSG Spinco will have in place authorization from its Board of Directors to repurchase up to $525 million of MSG Spinco Class A Common Stock in open market purchases.

Tax Recognition on Certain Deferred Revenue in Connection with the Distribution

In connection with the reorganization transactions related to the Distribution, the tax recognition on deferred revenues from certain amounts that the Registrant collects in advance for ticket sales, sponsorships and suite rentals, all of which are Contributed Assets, will be accelerated to the date of the reorganization, rather than being recognized over the course of the year ending June 30, 2016. The applicable tax on the acceleration of such deferred revenue at the time of the Distribution is projected to be approximately $170 million. Such tax will be paid by the Registrant and not MSG Spinco. MSG Spinco will not reimburse the Registrant for the payment of such taxes. As a result, it is expected that for the year ending June 30, 2016, approximately $375 million of taxable revenue that would have been reflected on MSG Spinco’s income tax returns will instead be reported on the Registrant’s income tax returns.

Debt Financing

MSG Holdings, the Registrant’s indirect wholly owned subsidiary, has obtained commitments from a group of banks for new five-year senior secured credit facilities consisting of a $1.55 billion term loan facility and a $250 million revolving credit facility (collectively, the “Debt Financing”). The Debt Financing is expected to close prior to the Distribution. Immediately following the closing of the Debt Financing, it is expected that $1.45 billion of the proceeds from the term loan facility will be contributed to MSG Spinco (the “Cash Contribution”). The remainder of the proceeds from the term loan facility will be used by MSG Holdings to pay for pay certain fees and expenses associated with the Distribution and the Debt Financing and to fund working capital needs and other general corporate purposes of MSG Holdings. The revolving credit facility is expected to be undrawn at closing and will be available to fund working capital needs and other general corporate purposes of MSG Holdings. MSG Spinco will not be a party to the credit facilities and will have no rights or obligations under the credit facilities.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

10.1

Employment Agreement dated as of September 11, 2015, between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and Andrea Greenberg.

10.2

Employment Agreement dated as of September 11, 2015 between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and Bret Richter.

10.3

Employment Agreement dated as of September 11, 2015 between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and Lawrence J. Burian.

99.1

Distribution Agreement, dated as of September 11, 2015, between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company).

99.2

Contribution Agreement, dated as of September 11, 2015, among The Madison Square Garden Company (to be renamed MSG Networks Inc.), MSG Holdings, L.P. and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company).

99.3

Transition Services Agreement, dated as of September 11, 2015, between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company).

99.4

Tax Disaffiliation Agreement, dated as of September 11, 2015, between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company).

99.5

Employee Matters Agreement, dated September 11, 2015, between The Madison Square Garden Company (to be renamed MSG Networks Inc.) and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


THE MADISON SQUARE GARDEN COMPANY
(Registrant)

By:	/s/ Lawrence J. Burian
	Name:	Lawrence J. Burian
	Title:	Executive Vice President, General Counsel and Secretary

Dated: September 11, 2015

Exhibit 10.1

Ms. Andrea Greenberg

Page 1

September 11, 2015

Ms. Andrea Greenberg

The Madison Square Garden Company

Eleven Pennsylvania Plaza

New York, NY 10121

Dear Andrea:

This letter agreement (the “Agreement”), effective as of 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 with the Company.

1. Your title will be President & Chief Executive Officer and you will report to the Executive Chairman of the Company. You agree to continue to devote all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law.

2. As of the Effective Date, your annual base salary will be increased to not less than $750,000 annually, paid bi-weekly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion. The Compensation Committee will continue to review your compensation package on an annual basis to ensure that you are paid consistently with other similarly situated executives as well as external peers.

3. You will also continue to participate in our discretionary annual bonus program with an annual target bonus opportunity equal to not less than 100% of your then annual base salary (with such target bonus opportunity effective for the current fiscal year). Bonus payments are based on actual salary dollars paid during the fiscal year and depend on a number of factors including Company, unit and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Compensation Committee in its sole discretion. Annual bonuses are typically paid early in the subsequent fiscal year. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Notwithstanding the foregoing, if your employment with the Company ends on the Scheduled Expiration Date (as defined below), you shall be paid your bonus for the fiscal year ending June 30, 2018, if any, even if such payment is not made to you prior to the Scheduled Expiration Date, which bonus shall be subject to Company and your business unit performance for that fiscal year as determined by the Company in its sole discretion, but without adjustment for your individual performance.

Ms. Andrea Greenberg

Page 2

4. You will also continue, subject to your continued employment by the Company and actual grant by the Compensation Committee, to participate in such equity and other long-term incentive programs that are made available in the future to similarly situated executives at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $1,500,000, all as determined by the Compensation Committee in its discretion. With respect to the Company’s current fiscal year, if awards are granted by the Compensation Committee to Company executives prior to the Effective Date, then at such time you will be recommended to the Compensation Committee for a grant of awards at your new LTIP target ($1,500,000); provided, however that the terms of the award(s) will provide for automatic forfeiture to your existing target ($500,000) if the spin-off is not consummated by December 31, 2015. All awards described in this Paragraph, in addition to being subject to actual grant by the Compensation Committee, would be pursuant to the applicable plan document and would be subject to any terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with those in awards granted to similarly situated executives. Long-term incentive awards are currently expected to be subject to three-year vesting.

5. In addition to your eligibility to participate in the Company’s regular long-term incentive programs, the Company will grant you a one-time special award of restricted stock units with an aggregate grant date value of $1,500,000 (the “One-Time Grant”). It is currently expected that the Compensation Committee will award you the One-Time Grant prior to the Effective Date, but that the One-Time Grant will only become effective upon the Effective Date, and will be subject to adjustment to account for the distribution of Spinco out of the Company, based on the average closing price of a share of the Company’s Class A Common Stock for the 10 trading days following the Effective Date. The One-Time Grant will pro-rata vest on each of the first three anniversaries of the Effective Date subject to your continued employment and the achievement of performance metrics to be established by the Compensation Committee to achieve tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

6. You will also continue to be eligible to participate in our standard benefits program, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. We currently offer medical, dental, vision, life, and accidental death and dismemberment insurance; short- and long- term disability insurance; a savings and retirement program; and ten paid holidays. You will also continue to be eligible for four (4) weeks of vacation to be accrued and used in accordance with Company policy.

7. If your employment with the Company is terminated on or prior to the third anniversary of the Effective Date (the “Scheduled Expiration Date”) (i) by the Company (other than for “Cause”); or (ii) by you for “Good Reason” (other than if “Cause” then exists); then, subject to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement (as defined below), the Company will provide you with the following:

(a)

Severance in an amount to be determined by the Company (the “Severance Amount”), but in no event less than two (2) times the sum of your annual base salary and your annual target bonus as in effect at the time your employment terminates. Sixty percent (60%) of the Severance Amount will be payable to you on the six-month anniversary of the date your employment so terminates (the “Termination Date”) and the remaining forty percent (40%) of the Severance Amount will be payable to you on the twelve-month anniversary of the Termination Date;

Ms. Andrea Greenberg

Page 3

(b)

Any unpaid annual bonus for the Company’s fiscal year prior to the fiscal year which includes your Termination Date, and a pro rated bonus based on the amount of your base salary actually earned by you during the Company’s fiscal year through the Termination Date, each of which will be paid to you when such bonuses are generally paid to similarly situated active executives and will be based on your then current annual target bonus as well as Company and your business unit performance for the applicable fiscal year as determined by the Company in its sole discretion, but without adjustment for your individual performance;

(c)

Each of your outstanding long-term cash awards granted under the plans of the Company shall immediately vest in full and shall be payable to you at the same time as such awards are paid to active executives of the Company and the payment amount of such award shall be to the same extent that other similarly situated active executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for your individual performance);

(d)

(i) All of the time-based restrictions on each of your outstanding restricted stock or restricted stock unit awards granted to you under the plans of the Company shall immediately be eliminated, (ii) deliveries with respect to your restricted stock that are not subject to performance criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made immediately after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to your restricted stock units that are not subject to performance criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made on the 90 ^th day after the termination of your employment and (iv) payments or deliveries with respect to your restricted stock and restricted stock units that are subject to performance criteria that have not yet been satisfied shall be made on the 90 ^th day after the applicable performance criteria is certified by the Compensation Committee as having been satisfied; and

(e)

Each of your outstanding stock options and stock appreciation awards, if any, under the plans of the Company shall immediately vest and become exercisable, and you shall have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award.

Ms. Andrea Greenberg

Page 4

(f) Notwithstanding any provisions of this Paragraph 7 to the contrary, to the extent that (i) any awards granted prior to the date hereof that are payable under this Paragraph 6 constitute “nonqualified deferred compensation” subject to Section 409A of the Code and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”); and (ii) accelerated payout pursuant to the terms of this Paragraph 6 of such awards is not permitted by Section 409A, then such awards shall be payable to you at such time as is provided under the terms of such awards or otherwise in compliance with Section 409A.

If you die after a termination of your employment that is subject to this Paragraph 7, your estate or beneficiaries will be provided with any remaining benefits and rights under this Paragraph 7.

8. If you cease to be an employee of the Company prior to the Scheduled Expiration Date as a result of your death or your Disability (as defined in the Company’s Long Term Disability Plan), and at such time Cause does not exist then, subject (other than in the case of death) to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, you or your estate or beneficiary shall be provided with the benefits and rights set forth in Paragraphs 7(b), (d) and (e) above, and each of your outstanding long-term cash awards granted under the plans of the Company shall immediately vest in full, whether or not subject to performance criteria and shall be payable on the 90 ^th day after the termination of your employment; provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment of such award shall be at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the applicable performance criteria).

9. For purposes hereof, “Separation Agreement” shall mean the Company’s standard severance agreement (modified to reflect the terms of this Agreement) which will include, without limitation, the provisions set forth in Paragraphs 7, 8 and 10 hereof and Annex A hereto regarding non-compete (limited to one year), non-disparagement, non-hire/non-solicitation, confidentiality (including, without limitation, the last paragraph of Section 3 of Annex A), and further cooperation obligations and restrictions on you (with Company reimbursement of your associated expenses and payment for your services as described in Annex A in connection with any required post-employment cooperation) as well as a general release by you of the Company and its affiliates (and their respective directors and officers), but shall otherwise contain no post-employment covenants unless agreed to by you. The Company shall provide you with the form of Separation Agreement within seven days of your termination of employment. For avoidance of doubt, your rights of indemnification under the Company’s Amended and Restated Certificate of Incorporation, under your indemnification agreement with the Company and under any insurance policy, or under any other resolution of the Board of Directors of the Company shall not be released, diminished or affected by any Separation Agreement or release or any termination of your employment.

Ms. Andrea Greenberg

Page 5

10. Except as otherwise set forth in Paragraphs 7 and 8 hereof, in connection with any termination of your employment, your then outstanding equity and cash incentive awards shall be treated in accordance with their terms and, other than as provided in this Agreement, you shall not be eligible for severance benefits under any other plan, program or policy of the Company. Nothing in this Agreement is intended to limit any more favorable rights that you may be entitled to under your equity and cash incentive award agreements, including, without limitation, your rights in the event of a termination of your employment, a “Going Private Transaction” or a “Change of Control” (as those terms are defined in the applicable award agreement).

11. For purposes of this Agreement, “ Cause ” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

For purposes of this Agreement, “ Good Reason ” means that (1) without your written consent, (A) your annual base salary or annual target bonus (as each may be increased from time to time in the Compensation Committee’s sole discretion) is reduced, (B) your title (as in effect from time to time) is diminished, (C) you report to someone other than to the Executive Chairman of the Board of the Company, (D) the Company requires that your principal office be located outside of the Borough of Manhattan, (E) the Company materially breaches its obligations to you under this Agreement; or (F) your responsibilities as in effect immediately after the date hereof are thereafter materially diminished, (2) you have given the Company written notice, referring specifically to this Agreement and definition, that you do not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days following the happening of the action described in subsection (1) above.

12. This Agreement does not constitute a guarantee of employment for any definite period. Your employment is at will and may be terminated by you or the Company at any time, with or without notice or reason.

13. The Company may withhold from any payment due to you any taxes required to be withheld under any law, rule or regulation. If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event that the payments and benefits payable to you would be reduced as provided in the previous sentence, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you ( i.e. later payments will be reduced first) until the reduction specified is achieved. If the Company elects to retain any accounting or similar firm to provide assistance in calculating any such amounts, the Company shall be responsible for the costs of any such firm.

Ms. Andrea Greenberg

Page 6

14. It is intended that this Agreement will comply with Section 409A to the extent this Agreement is subject thereto, and that this Agreement shall be interpreted on a basis consistent with such intent. If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination, in a lump sum or provided to you as soon as practicable after the expiration of such six month period. Each payment or benefit provided under this Agreement shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payment.

15. To the extent you are entitled to any expense reimbursement from the Company that is subject to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.

16. The Company will not take any action, or omit to take any action, that would expose any payment or benefit to you to the additional tax of Section 409A, unless (i) the Company is obligated to take the action under an agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you harmless for any action it may take or omission in violation of this Paragraph 16, including any attorney’s fees you may incur in enforcing your rights.

17. It is our intention that the benefits and rights to which you could become entitled in connection with termination of employment be exempt from or comply with Section 409A. If you or the Company believes, at any time, that any of such benefit or right is not exempt or does not comply, it will promptly advise the other and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on you and on the Company).

Ms. Andrea Greenberg

Page 7

18. This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The rights or obligations of the Company under this Agreement may only be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of Company; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of Company and such assignee or transferee assumes the liabilities and duties of Company, as contained in this Agreement, either contractually or as a matter of law.

19. To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any matter relating to this Agreement (including the covenants set forth in Annex A hereof). This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.

20. Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America in each case located in the City of New York, Borough of Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and each party hereby waives, and agrees not to assert, as a defense that either party, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. You and the Company each agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

21. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. The Company and you have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Company and you and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

22. This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings or agreements relating thereto; provided, however, that you shall continue to be entitled to any compensation, payments or other benefits to which you became entitled prior to the date hereof which have not been paid or delivered to you as of the date hereof (without duplication of any compensation, payment or other benefit payable to you pursuant to this Agreement).

23. This Agreement will automatically terminate, and be of no further force or effect, on the Scheduled Expiration Date; provided, however, that the provisions of Paragraphs 7 through 10, 13 through 23 and Annex A, and any amounts earned but not yet paid to you pursuant to the terms of this Agreement as of the Scheduled Expiration Date shall survive the termination of the Agreement and remain binding on you and the Company in accordance with their terms.

Ms. Andrea Greenberg

Page 8


Sincerely,

THE MADISON SQUARE GARDEN COMPANY

/s/ James L. Dolan
By:		James L. Dolan
Title:		Executive Chairman

Accepted and Agreed:

/s/ Andrea Greenberg

Andrea Greenberg

Ms. Andrea Greenberg

Page 9

ANNEX A

ADDITIONAL COVENANTS

(This Annex constitutes part of the Agreement)

You agree to comply with the following covenants in addition to those set forth in the Agreement.

1. CONFIDENTIALITY

You agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any third party any Confidential Information, other than for legitimate business purposes of the Company and its subsidiaries. As used herein, “Confidential Information” means any non-public information that is material or of a confidential, proprietary, commercially sensitive or personal nature of, or regarding, the Company or any of its subsidiaries or any current or former director, officer or member of senior management of any of the foregoing (collectively “Covered Parties”). The term Confidential Information includes information in written, digital, oral or any other format and includes, but is not limited to (i) information designated or treated as confidential; (ii) budgets, plans, forecasts or other financial or accounting data; (iii) customer, broadcast affiliate, fan, vendor, sponsor, marketing affiliate or shareholder lists or data; (iv) technical or strategic information regarding the Covered Parties’ television, programming, advertising, or other businesses; (v) advertising, sponsorship, business, sales or marketing tactics, strategies or information; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property; (viii) information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating to governmental authorities; (ix) terms of agreements with third parties and third party trade secrets; (x) information regarding employees, talent, agents, consultants, advisors or representatives, including their compensation or other human resources policies and procedures; (xi) information or strategies relating to any potential or actual business development transactions and/or any potential or actual business acquisition, divestiture or joint venture, and (xii) any other information the disclosure of which may have an adverse effect on the Covered Parties’ business reputation, operations or competitive position, reputation or standing in the community.

If disclosed, Confidential Information or Other Information could have an adverse effect on the Company’s standing in the community, its business reputation, operations or competitive position or the standing, reputation, operations or competitive position of any of its affiliates, subsidiaries, officers, directors, employees, consultants or agents or any of the Covered Parties.

Notwithstanding the foregoing, the obligations of this section, other than with respect to subscriber information, shall not apply to Confidential Information which is:

a) already in the public domain or which enters the public domain other than by your breach of this Paragraph 1;

Ms. Andrea Greenberg

Page 10

b) disclosed to you by a third party with the right to disclose it in good faith; or

c) specifically exempted in writing by the Company from the applicability of this Agreement.

Notwithstanding anything elsewhere in this Agreement, including this Paragraph 1 and Paragraph 3 below, you are authorized to make any disclosure required of you by any federal, state and local laws or judicial, arbitral or governmental agency proceedings (including making truthful statements in connection with a judicial or arbitral proceeding to enforce your rights under this Agreement, to the extent reasonably required and made in good faith), after, to the extent legal and practicable, providing the Company with prior written notice and an opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or prevents you from providing truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental authorities.

2. NON-COMPETE

You acknowledge that due to your executive position in the Company and the knowledge of the Company’s and its affiliates’ confidential and proprietary information which you will obtain during the term of your employment hereunder, your employment by certain businesses would be irreparably harmful to the Company and/or its affiliates. During your employment with the Company and thereafter through the first anniversary of the date on which your employment with the Company has terminated for any reason, you agree not to (other than with the prior written consent of the Company), become employed by, consult, have any material interest in or otherwise perform services for any Competitive Entity (as defined below). A “Competitive Entity” shall mean any (A) (i) regional sports network that operates primarily in New York, New Jersey or Connecticut, or (ii) national sports television (e.g., ESPN) or national “over-the-top” sports network in the United States, or (B) affiliate of any person or entity that operates any of the types of businesses described in clause (A) above, provided that you may become employed or otherwise provide services to such an affiliate of a Competitive Entity, so long as (x) your services are neither provided to, nor for the primary benefit of, such Competitive Entity described in clause (A) and (y) the affiliate is not a direct or indirect parent company of the Competitive Entity described in clause (A) if the Competitive Entity subsidiary constitutes more than 30% of the total revenue of the parent company consolidated family of companies. Additionally, the ownership by you of not more than 1% of the outstanding equity of any publicly traded company shall not, by itself, be a violation of this Paragraph.

Ms. Andrea Greenberg

Page 11

3. ADDITIONAL UNDERSTANDINGS

You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about (either “on the record” or “off the record”) or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its affiliates or any of their respective incumbent or former officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties.

The Company agrees that, except as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith), it and its corporate officers and directors, employees in its public relations department or third party public relations representatives retained by the Company will not disparage you or make negative statements in the press or other media which are damaging to your business or personal reputation. In the event that the Company so disparages you or makes such negative statements, then notwithstanding the “Additional Understandings” provision to the contrary, you may make a proportional response thereto.

If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Paragraph. Notwithstanding the foregoing, you shall be entitled to retain your contacts, calendars and personal diaries and any materials needed for your tax return preparation or related to your compensation.

In addition, you agree for yourself and others acting on your behalf, that you (and they) shall not, at any time, participate in any way in the writing or scripting (including, without limitation, any “as told to” publications) of any book, periodical story, movie, play, or other similar written or theatrical work or video that (i) relates to your services to the Company or any of its affiliates or (ii) otherwise refers to the Company or its respective businesses, activities, directors, officers, employees or representatives (other than identifying your biographical information), without the prior written consent of the Company.

Ms. Andrea Greenberg

Page 12

4. FURTHER COOPERATION

Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without limitation, participation on behalf of the Company in any litigation or administrative proceeding brought by any former or existing Company employees, representatives, agents or vendors. The Company will pay you for your services rendered under this provision at the rate of $4,800 per day for each day or part thereof, within 30 days of the approval of the invoice therefor.

The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this section and will take reasonable steps to schedule your cooperation in any such matters so as not to materially interfere with your other professional and personal commitments. The Company will reimburse you for any reasonable out-of-pocket expenses you reasonably incur in connection with the cooperation you provide hereunder as soon as practicable after you present appropriate documentation evidencing such expenses. You agree to provide the Company with an estimate of such expense before you incur the same.

5. NON-HIRE OR SOLICIT

You agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the Company), directly or indirectly (whether for your own interest or any other person or entity’s interest) any person who is or was in the prior six months an employee of the Company, or any of its subsidiaries, until the first anniversary of the date of your termination of employment with the Company. This restriction does not apply to any former employee who was discharged by the Company or any of its affiliates. In addition, this restriction will not prevent you from providing references. If you remain continuously employed with the Company through the Scheduled Expiration Date, then this agreement not to hire or solicit will expire on the Scheduled Expiration Date.

6. ACKNOWLEDGMENTS

You acknowledge that the restrictions contained in this Annex A, in light of the nature of the Company’s business and your position and responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge that the Company has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach the provisions of this Annex A, and therefore agree that the Company shall be entitled to injunctive relief, to prevent any breach or threatened breach of any of those provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitable remedy it may have. You further agree that you will not, in any equity proceeding relating to the enforcement of the provisions of this Annex A, raise the defense that the Company has an adequate remedy at law. Nothing in this Annex A shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other agreement. If it is determined that any of the provisions of this Annex A or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision or because of applicable rules of professional responsibility, it is the intention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

7. SURVIVAL

The provisions of this Annex A shall survive any termination of your employment by the Company or the expiration of the Agreement except as otherwise provided herein.

Exhibit 10.2

LOGO

September 11, 2015

Mr. Bret Richter

c/o The Madison Square Garden Company (to be renamed MSG Networks Inc.)

Two Pennsylvania Plaza

New York, NY 10121

Dear Bret:

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 employment by the Company.

The term of your employment under this Agreement (the “Term”) shall commence as of the Effective Date and, unless terminated earlier in accordance with this Agreement, will expire on the third anniversary of the Effective Date (the “Expiration Date”).

Your title will be Executive Vice President and Chief Financial Officer. Throughout the Term, you agree to devote substantially all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law and the Company’s policies and procedures.

Your annual base salary will be a minimum of $634,000, paid no less frequently than monthly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its sole discretion. You will also be eligible to participate in our discretionary annual cash bonus program with an annual target bonus opportunity equal to at least 75% of salary. Bonus payments are based on actual salary dollars paid during the year and depend on a number of factors including Company, unit and individual performance. Except as provided below, the decision whether or not to pay a bonus, and the amount of that bonus, if any, shall be made by the Compensation Committee in its sole discretion. Bonuses are typically paid early in the subsequent fiscal year. Except as provided below, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Your annual base salary and annual bonus target (as each may be increased from time to time in the Compensation Committee’s sole discretion) will not be reduced during the Term.

Mr. Bret Richter

September 11, 2015

Page 2

You will be eligible to participate in such long-term incentive programs as are made available to similarly situated executives at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $750,000, as determined by the Compensation Committee. The first such grant is expected to be recommended to the Compensation Committee in the first quarter of the Company’s fiscal year commencing July 1, 2015 (typically in September), and will not be pro rated to reflect your mid-year hire, but will be conditioned on the Distribution occurring. Any such awards would be subject to actual grant to you by the Compensation Committee in its sole discretion, would be pursuant to the applicable plan document and would be subject to terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made. Long term incentive awards are currently expected to be subject to three-year vesting.

In addition to your eligibility to participate in the Company’s regular long-term incentive programs, the Company will grant you a one-time special award of restricted stock units with an aggregate grant date value of $1,000,000 (the “One-Time Grant”). It is currently expected that the Compensation Committee will award you the One-Time Grant prior to the Effective Date, but that the One-Time Grant will only become effective upon the Effective Date, and will be subject to adjustment to account for the Distribution, based on the average closing price of a share of the Company’s Class A Common Stock for the 10 trading days following the Effective Date. The One-Time Grant will pro-rata vest on each of the first three anniversaries of the Effective Date subject to your continued employment and the achievement of performance metrics to be established by the Compensation Committee to achieve tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

You will also be eligible for our standard benefits programs at the levels that are made available to similarly situated executives at the Company. Participation in our benefits programs is subject to meeting the relevant eligibility requirements, payment of the required premiums and the terms of the plans themselves. You will also be entitled to four (4) weeks of vacation per year to be accrued and used in accordance with Company policy.

Upon commencement of the Term, you agree to be bound by the additional covenants and provisions that are set forth in Annex I and Annex II hereto, which Annexes shall be deemed to be a part of the Agreement.

If your employment with the Company hereunder is terminated prior to the Expiration Date (i) by the Company (other than for “Cause”) or (ii) by you for “Good Reason” (other than if “Cause” then exists) then, subject to your execution, delivery and non-revocation (within any applicable revocation period) of the severance agreement described below, the Company will provide you with the following:

(1)

Severance in an amount to be determined by the Compensation Committee (the “Severance Amount”), but in no event less than two (2) times the sum of your annual base salary and your annual target bonus, each as in effect at the time your employment terminates. Sixty percent (60%) of the Severance Amount will be payable to you on the six-month anniversary of the date your employment so terminates (the “Termination Date”) and the remaining forty percent (40%) of the Severance Amount will be payable to you on the twelve-month anniversary of the Termination Date; and

Mr. Bret Richter

September 11, 2015

Page 3

(2)

Your entitlement to the severance benefits describing in clauses (1) and (2) above will be subject to your prior execution, delivery and non-revocation (within any applicable revocation period) of a reasonable severance agreement no later than the six-month anniversary of the Termination Date. This severance agreement shall be delivered to you by the Company as soon as reasonably practicable after the Termination Date and will include, without limitation, (x) a full and complete general release in favor of the Company and its affiliates (and their respective directors, officers and employees), (y) non-solicitation, non-disparagement, confidentiality and further cooperation provisions substantially similar to those set forth in Annex I hereto and (z) non-compete provisions no more restrictive than those set forth in Annex II hereto (but limited to the one-year period from the Termination Date).

In connection with any termination of your employment, any outstanding equity and cash incentive awards shall be treated in accordance with their terms.

For purposes of this Agreement, “Cause” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

For purposes of this Agreement, “Good Reason” means that (1) without your written consent, (A) your base salary or annual target bonus (as each may be increased from time to time in the Compensation Committee’s sole discretion) is reduced, or (B) you are no longer the Executive Vice President and Chief Financial Officer of the Company, (2) you have given the Company written notice, referring specifically to this Agreement and definition, that you do not consent to such action, (3) the Company has not corrected such action within 30 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days following the happening of the action described in subsection (1) above.

This Agreement does not constitute a guarantee of employment for any definite period. Your employment is at will and may be terminated by you or the Company at any time, with or without notice or reason.

Mr. Bret Richter

September 11, 2015

Page 4

The Company may withhold from any payment due to you any taxes required to be withheld under any law, rule or regulation. If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event that the payments and benefits payable to you would be reduced as provided in the previous sentence, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you until the reduction specified is achieved.

If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the Internal Revenue Code (“Section 409A”) and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or, if earlier than the expiration of such six month period, the date of death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you in a lump sum or provided to you as soon as practicable after the expiration of such six month period.

To the extent you are entitled to any expense reimbursement from the Company that is subject to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.

This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any matter relating to this Agreement.

This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.

Mr. Bret Richter

September 11, 2015

Page 5

Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in Manhattan solely in respect of the interpretation and enforcement of the provisions of this Agreement, and each of us hereby waives, and agrees not to assert, as a defense that either of us, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. We each hereby agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. The Company and you have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Company and you and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

You agree to keep this Agreement and its terms strictly confidential (unless it is made public by the Company); provided that (1) you are authorized to make any disclosure required of you by any federal, state or local laws or judicial proceedings, after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law) and (2) you are authorized to disclose this Agreement and its terms to your legal, financial and tax advisors and your representatives may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment or structure.

This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings and agreements.

Mr. Bret Richter

September 11, 2015

Page 6

This Agreement will automatically terminate, and be of no further force or effect, on the Expiration Date (other than with respect to any rights which, by the terms of this Agreement, arose before such date); provided, however that the last eight paragraphs hereof, and Annex I and Annex II, shall remain in effect during the Term and thereafter indefinitely (unless otherwise expressly provided) and shall survive any termination or expiration of the Agreement or any termination of your employment with the Company.

Very truly yours,

/s/ Andrea Greenberg

Andrea Greenberg

President & Chief Executive Officer

Accepted and Agreed:

/s/ Bret Richter

Bret Richter

Date: September 11, 2015

Mr. Bret Richter

September 11, 2015

Page 7

ANNEX I

This Annex I constitutes part of the Agreement dated September 11, 2015 (the “Agreement”) by and between Bret Richter (“You”) and The Madison Square Garden Company (to be renamed MSG Networks Inc., the “Company”).

You agree to comply with the following covenants in addition to those set forth in the Agreement.

1.	Confidentiality

(a) Confidential and Proprietary Information . You agree to retain in strict confidence and not use for any purpose whatsoever or divulge, disseminate, copy, disclose to any third party, or otherwise use any Confidential Information, other than for legitimate business purposes of the Company and its affiliates. As used herein, “Confidential Information” means any non-public information of a confidential, proprietary, commercially sensitive or personal nature of, or regarding, the Company or any of its affiliates or any director, officer or member of senior management of any of the foregoing (collectively “Covered Parties”). The term Confidential Information includes such information in written, digital, oral or any other format and includes, but is not limited to (i) information designated or treated as confidential; (ii) budgets, plans, forecasts or other financial or accounting data; (iii) customer, broadcast affiliate, fan, vendor, sponsor, marketing affiliate or shareholder lists or data; (iv) technical or strategic information regarding the Covered Parties’ television, programming, advertising, or other businesses; (v) advertising, sponsorship, business, sales or marketing tactics, strategies or information; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property; (viii) information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating to governmental authorities; (ix) terms of agreements with third parties and third party trade secrets; (x) information regarding employees, talent, agents, consultants, advisors or representatives, including their compensation or other human resources policies and procedures; (xi) information or strategies relating to any potential or actual business development transactions and/or any potential or actual business acquisition, divestiture or joint venture, and (xii) any other information the disclosure of which may have an adverse effect on the Covered Parties’ business reputation, operations or competitive position, reputation or standing in the community.

(b) Notwithstanding the foregoing, the obligations of this section, other than with respect to employee or customer information, shall not apply to Confidential Information that is in the public domain (through no breach by you) or specifically exempted in writing by the applicable Covered Party from the applicability of this Agreement.

(c) Notwithstanding anything contained elsewhere in this Agreement, (i) you are authorized to make any disclosure which, in the written advice of outside counsel, is required of you by any federal, state or local laws or judicial, arbitral or governmental agency proceedings, after providing the Company with prior written notice (to the extent legally permissible) and an opportunity to respond prior to such disclosure (to extent reasonably practicable), and (ii) you are authorized to disclose Confidential Information to your personal attorney, solely for the purpose of, and to the extent necessary to, obtain personal legal advice.

(d) You agree not to issue any press release or public statement regarding your employment by the Company and/ or the commencement thereof unless (i) so disclosed with the prior written consent of the Company, or (ii) it is, in the written opinion of outside counsel, required and then only to the extent so required, by applicable law.

Mr. Bret Richter

September 11, 2015

Page 8

2.	Additional Understandings

You agree for yourself and others acting on your behalf, that you (and they) will not disparage, make negative statements about (either “on the record” or “off the record”) or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company, any of its affiliates or any of their respective officers, directors, employees, successors and assigns (including, without limitation, any former officers, directors or employees of the Company and/ or its affiliates, to the extent such individuals served in any such capacity at any point during the Term).

This Agreement in no way restricts or prevents you from providing truthful testimony as is required by court order or other legal process; provided that you afford the Company written notice and an opportunity to respond prior to such disclosure.

If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials (as defined below) of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this paragraph.

In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sponsorship, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in any way in connection with your employment by the Company (the “Materials”). The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you. You agree to perform all actions reasonably requested by the Company (whether during or after the Term) to establish and confirm the Company’s ownership of such Materials (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Materials. If the Company is unable, after reasonable effort, to secure your signature on any such papers, any executive officer of the Company shall be entitled to execute any such papers as your agent and attorney-in-fact, and you hereby irrevocably designate and appoint each executive officer of the Company as your agent and attorney-in-fact to execute any such papers on your behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Materials, under the conditions described in this sentence.

Mr. Bret Richter

September 11, 2015

Page 9

In addition, you agree for yourself and others acting on your behalf, that you (and they) shall not, at any time, participate in any way in the writing or scripting (including, without limitation, any “as told to” publications) of any book, article, periodical, periodical story, movie, play, other written or theatrical work, or video that (i) relates to your services to the Company or any of its affiliates or (ii) otherwise refers to the Company or its respective businesses, activities, directors, officers, employees or representatives, without the prior written consent of the Company.

3.	Further Cooperation

Following the date of termination of your employment with the Company, you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to use commercially reasonable good faith efforts to cooperate fully with the Company in connection with any matter with which you were involved prior to such employment termination, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance or participation could be beneficial to the Company or its affiliates. This cooperation includes, without limitation, participation on behalf of the Company and/ or its affiliates in any litigation, administrative or similar proceeding, including providing truthful testimony.

4.	No-Hire or Solicit

During the Term and thereafter through the first anniversary of the date on which your employment with the Company has terminated for any reason, you agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the Company), directly or indirectly (whether for your own interest or any other person or entity’s interest) any employee of the Company or any of its affiliates. This restriction does not apply to any employee who was not an employee of the Company or any of its affiliates at any time during the six-month period immediately preceding your solicitation. This restriction does not apply to any former employee who was discharged by the Company or any of its affiliates. In addition, this restriction will not prevent you from providing references. For the avoidance of doubt, a general (non-targeted), publicly-accessible advertisement (or web posting) of an open employment position will not in and of itself be deemed to be a breach of the solicitation restrictions set forth in this paragraph.

Mr. Bret Richter

September 11, 2015

Page 10

5.	Specific Performance; Injunctive Relief

You understand and agree that (i) the provisions of this Annex I are reasonable and appropriate for the Company’s protection of its legitimate business interests, (ii) the consideration provided under the Agreement is sufficient to justify the restrictions and limitations contained in this Annex I, and (iii) the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex I, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach by you of any of the covenants or agreements set forth in this Annex I, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and further waive, to the extent you may legally do so, the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex I in any material respect, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex I.

Mr. Bret Richter

September 11, 2015

Page 11

ANNEX II

This Annex II constitutes part of the Agreement dated September 11, 2015 (the “Agreement”) by and between Bret Richter (“You”) and The Madison Square Garden Company (to be renamed MSG Networks Inc., the “Company”).

The provisions of this Annex II shall remain in effect during your employment by the Company and for one year following the termination of your employment for any reason; provided, however, that if your employment is terminated either (i) by the Company for any reason other than Cause or (ii) by you for Good Reason and Cause does not then exist, then the provisions of this Annex II shall automatically expire on such Termination Date (but will be included in the Company’s proposed severance agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement).

Capitalized terms contained herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Agreement (or in the Annex I attached thereto).

Non-Compete

By accepting the provisions set forth in this Annex II, you understand that the terms and conditions of this Annex II may limit your ability to earn a livelihood in a business similar to the business of the Company and its affiliates, but nevertheless hereby agree that the restrictions and limitations hereof are reasonable in scope, area and duration, and that the consideration provided under the Agreement and the severance agreement is sufficient to justify the restrictions and limitations contained herein which, in any event (given your education, skills and ability), you do not believe would prevent you from otherwise earning a living. You further agree that the restrictions are reasonable and necessary, are valid and enforceable under New York law, and do not impose a greater restraint than necessary to protect the Company’s legitimate business interests.

Mr. Bret Richter

September 11, 2015

Page 12

You understand and agree that the Company will suffer immediate, irreparable harm in the event you breach any of your obligations under the covenants and agreements set forth in this Annex II, that monetary damages will be inadequate to compensate the Company for such breach and that the Company shall be entitled to injunctive relief as a remedy for any such breach (or threatened breach). Such remedy shall not be deemed to be the exclusive remedy in the event of breach (or threatened breach) by you of any of the covenants or agreements set forth in this Annex II, but shall be in addition to all other remedies available to the Company at law or in equity. You hereby waive, to the extent you may legally do so, (i) any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive or other equitable relief, and (ii) the defense in any action for specific performance or other equitable remedy that a remedy at law would be adequate. Notwithstanding anything to the contrary contained in the Agreement, in the event you violate the covenants and agreements set forth in this Annex II, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to the Agreement or the severance agreement had you not breached the covenants and agreements set forth in this Annex II.

The restrictions contained in this Annex II shall be extended on a day-for-day basis for each day during which you violate the provisions of this Annex II in any respect.

Exhibit 10.3

LOGO

September 11, 2015

Mr. Lawrence J. Burian

The Madison Square Garden Company (to be renamed MSG Networks Inc.)

11 Penn Plaza

New York, NY 10001

Dear Lawrence:

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”).

1. Your title continues to be Executive Vice President, General Counsel & Secretary and you will continue to report to the Chief Executive Officer of the Company. You agree to devote such business time and attention to the business and affairs of the Company as is necessary to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law. The Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously serve, and are expected to devote a portion of your business time and attention serving, as Executive Vice President, General Counsel & Secretary of Spinco. The Company understands that you are entering into an Employment Agreement with Spinco contemporaneous with your entry into this Agreement and recognizes and agrees that your responsibilities to Spinco will preclude you from devoting substantially all of your time and attention to the Company’s affairs. In addition, as recognized in the Policy Concerning Certain Matters Relating to The Madison Square Garden Company (Formerly MSG Spinco Inc.) and AMC Networks Inc. Including Responsibilities of Overlapping Directors and Officers (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your dual roles at the Company and Spinco. The Company recognizes and agrees that none of (i) your dual responsibilities at the Company and Spinco, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your dual responsibilities to the Company and Spinco, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined herein. Additional provisions regarding your dual employment with the Company and Spinco are set forth on Annex B.

Mr. Lawrence J. Burian

Page 2

2. Your annual base salary will be not less than $300,000 annually, paid bi-weekly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion. The Compensation Committee will continue to review your compensation package on an annual basis to ensure that you are paid consistently with other similarly situated executives as well as external peers.

3. You will also continue to participate in our discretionary annual bonus program with an annual target bonus opportunity equal to not less than 150% of your annual base salary (with such target bonus opportunity effective for the current fiscal year). Bonus payments are based on actual salary dollars paid during the year and depend on a number of factors including Company, unit and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Compensation Committee in its sole discretion. Annual bonuses are typically paid early in the subsequent fiscal year. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Notwithstanding the foregoing, if your employment with the Company ends on the Scheduled Expiration Date (as defined below), you shall be paid your bonus for the fiscal year ending June 30, 2019, if any, even if such payment is not made to you prior to the Scheduled Expiration Date, which bonus shall be subject to Company and your business unit performance for that fiscal year as determined by the Company in its sole discretion, but without adjustment for your individual performance. You and the Company agree that, for purposes of the discretionary annual bonus in respect of the fiscal year ending June 30, 2016, the salary paid to you by the Company prior to the Effective Date shall be treated as salary paid by Spinco.

4. You will also continue, subject to your continued employment by the Company and actual grant by the Compensation Committee, to participate in such equity and other long-term incentive programs that are made available in the future to similarly situated executives at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $450,000, all as determined by the Compensation Committee in its discretion. All awards described in this Paragraph, in addition to being subject to actual grant by the Compensation Committee, would be pursuant to the applicable plan document and would be subject to any terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with those in awards granted to similarly situated executives. Long-term incentive awards are currently expected to be subject to three-year vesting. The Company has no liability to you with respect to any amounts payable pursuant to outstanding long-term cash awards that were granted to you prior to the Effective Date, and you agree that you will not assert any such liability against the Company.

5. While you are employed by Spinco, you will not be eligible to participate in the Company’s benefits program except as provided below. If your employment with Spinco terminates while you remain employed by the Company, you will be eligible to participate in our standard benefits program, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. Notwithstanding the first sentence of this Paragraph 5, you will continue to be eligible to participate in the Company’s Excess Savings Plan and your full Company base salary will be used to determine the applicable benefits under the Company’s Excess Savings Plan. You will also continue to be eligible for four (4) weeks of vacation to be accrued and used in accordance with Company policy.

Mr. Lawrence J. Burian

Page 3

6. If your employment with the Company is terminated on or prior to October 1, 2019 (the “Scheduled Expiration Date”) (i) by the Company (other than for “Cause”); or (ii) by you for “Good Reason” (other than if “Cause” then exists); then, subject to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement (as defined below), the Company will provide you with the following:

(a)

(b)

(c)

Mr. Lawrence J. Burian

Page 4

(d)

(e)

(f)

Notwithstanding any provisions of this Paragraph 6 to the contrary, to the extent that (i) any awards granted prior to June 19, 2015 (the date of the Amended and Restated Agreement, as defined below) that are payable under this Paragraph 6 constitute “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”); and (ii) accelerated payout pursuant to the terms of this Paragraph 6 of such awards is not permitted by Section 409A, then such awards shall be payable to you at such time as is provided under the provisions of the Original Agreement (as defined below) and the terms of such awards or otherwise in compliance with Section 409A.

If you die after a termination of your employment that is subject to this Paragraph 6, your estate or beneficiaries will be provided with any remaining benefits and rights under this Paragraph 6.

7. If you cease to be an employee of the Company prior to the Scheduled Expiration Date as a result of your death or your Disability (as defined in the Company’s Long Term Disability Plan), and at such time Cause does not exist then, subject (other than in the case of death) to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, you or your estate or beneficiary shall be provided with the benefits and rights set forth in Paragraphs 6(b), (d) and (e) above, and each of your outstanding long-term cash awards granted under the plans of the Company shall immediately vest in full, whether or not subject to performance criteria and shall be payable on the 90 ^th day after the termination of your employment; provided, that if any such award is subject to any performance criteria, then (i) if the measurement period for such performance criteria has not yet been fully completed, then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment of such award shall be at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the applicable performance criteria).

Mr. Lawrence J. Burian

Page 5

8. For purposes hereof, “Separation Agreement” shall mean the Company’s standard severance agreement (modified to reflect the terms of this Agreement) which will include, without limitation, the provisions set forth in Paragraphs 6, 7 and 9 hereof and Annex A hereto regarding non-compete (limited to one year), non-disparagement, non-hire/non-solicitation, confidentiality (including, without limitation, the last paragraph of Section 3 of Annex A), and further cooperation obligations and restrictions on you (with Company reimbursement of your associated expenses and payment for your services as described in Annex A in connection with any required post-employment cooperation) as well as a general release by you of the Company and its affiliates (and their respective directors and officers), but shall otherwise contain no post-employment covenants unless agreed to by you. The Company shall provide you with the form of Separation Agreement within seven days of your termination of employment. For avoidance of doubt, your rights of indemnification under the Company’s Amended and Restated Certificate of Incorporation, under your indemnification agreement with the Company and under any insurance policy, or under any other resolution of the Board of Directors of the Company shall not be released, diminished or affected by any Separation Agreement or release or any termination of your employment.

9. Except as otherwise set forth in Paragraphs 6 and 7 hereof, in connection with any termination of your employment, your then outstanding equity and cash incentive awards shall be treated in accordance with their terms and, other than as provided in this Agreement, you shall not be eligible for severance benefits under any other plan, program or policy of the Company. Nothing in this Agreement is intended to limit any more favorable rights that you may be entitled to under your equity and cash incentive award agreements, including, without limitation, your rights in the event of a termination of your employment, a “Going Private Transaction” or a “Change of Control” (as those terms are defined in the applicable award agreement).

10. For purposes of this Agreement, “ Cause ” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

For purposes of this Agreement, “ Good Reason ” means that (1) without your written consent, (A) your annual base salary or annual target bonus (as each may be increased from time to time in the Compensation Committee’s sole discretion) is reduced, (B) your title (as in effect from time to time) is diminished, (C) you report to someone other than to the President & Chief Executive Officer or the Executive Chairman of the Board of the Company, (D) you are no longer the Company’s most senior legal officer, (E) the Company requires that your principal office be located outside of the Borough of Manhattan, (F) the Company materially breaches its obligations to you under this Agreement; or (G) your responsibilities as in effect immediately after the Effective Date are thereafter materially diminished, (2) you have given the Company written notice, referring specifically to this Agreement and definition, that you do not consent to such action, (3) the Company has not corrected such action within 15 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days following the happening of the action described in subsection (1) above.

Mr. Lawrence J. Burian

Page 6

11. This Agreement does not constitute a guarantee of employment for any definite period. Your employment is at will and may be terminated by you or the Company at any time, with or without notice or reason.

12. The Company may withhold from any payment due to you any taxes required to be withheld under any law, rule or regulation. If any payment otherwise due to you hereunder would result in the imposition of the excise tax imposed by Section 4999 of the Code, the Company will instead pay you either (i) such amount or (ii) the maximum amount that could be paid to you without the imposition of the excise tax, depending on whichever amount results in your receiving the greater amount of after-tax proceeds. In the event that the payments and benefits payable to you would be reduced as provided in the previous sentence, then such reduction will be determined in a manner which has the least economic cost to you and, to the extent the economic cost is equivalent, such payments or benefits will be reduced in the inverse order of when the payments or benefits would have been made to you ( i.e . later payments will be reduced first) until the reduction specified is achieved. If the Company elects to retain any accounting or similar firm to provide assistance in calculating any such amounts, the Company shall be responsible for the costs of any such firm.

13. It is intended that this Agreement will comply with Section 409A to the extent this Agreement is subject thereto, and that this Agreement shall be interpreted on a basis consistent with such intent. If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination, in a lump sum or provided to you as soon as practicable after the expiration of such six month period. Each payment or benefit provided under this Agreement shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payment.

Mr. Lawrence J. Burian

Page 7

14. To the extent you are entitled to any expense reimbursement from the Company that is subject to Section 409A, (i) the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), (ii) in no event shall any such expense be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expense, and (iii) in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.

15. The Company will not take any action, or omit to take any action, that would expose any payment or benefit to you to the additional tax of Section 409A, unless (i) the Company is obligated to take the action under an agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you harmless for any action it may take or omission in violation of this Paragraph 15, including any attorney’s fees you may incur in enforcing your rights.

16. It is our intention that the benefits and rights to which you could become entitled in connection with termination of employment be exempt from or comply with Section 409A. If you or the Company believes, at any time, that any of such benefit or right is not exempt or does not comply, it will promptly advise the other and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on you and on the Company).

17. This Agreement is personal to you and without the prior written consent of the Company shall not be assignable by you. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The rights or obligations of the Company under this Agreement may only be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of Company; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of Company and such assignee or transferee assumes the liabilities and duties of Company, as contained in this Agreement, either contractually or as a matter of law.

Mr. Lawrence J. Burian

Page 8

18. To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any matter relating to this Agreement (including the covenants set forth in Annex A hereof). This Agreement will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State.

19. Both the Company and you hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America in each case located in the City of New York, Borough of Manhattan, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and each party hereby waives, and agrees not to assert, as a defense that either party, as appropriate, is not subject thereto or that the venue thereof may not be appropriate. You and the Company each agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

20. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. It is the parties’ intention that this Agreement not be construed more strictly with regard to you or the Company.

21. This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings or agreements relating thereto, including the prior employment agreement between you and the Company (the “Original Agreement”), which was terminated on the execution of the amended and restated employment agreement between you and the Company on June 19, 2015 (the “Amended and Restated Agreement”), which Amended and Restated Agreement shall automatically terminate and be of no further force and effect upon the Effective Date; provided, however, that you shall continue to be entitled to any compensation, payments or other benefits to which you became entitled prior to the Effective Date pursuant to the Original Agreement or Amended and Restated Agreement which have not been paid or delivered to you as of the Effective Date (without duplication of any compensation, payment or other benefit payable to you pursuant to this Agreement), and you shall continue to be entitled to the benefits under the indemnification agreement between you and the Company.

22. This Agreement will automatically terminate, and be of no further force or effect, on the Scheduled Expiration Date; provided, however, that the provisions of Paragraphs 6 through 9, 12 through 22 and Annex A, and any amounts earned but not yet paid to you pursuant to the terms of this Agreement as of the Scheduled Expiration Date shall survive the termination of the Agreement and remain binding on you and the Company in accordance with their terms.

Mr. Lawrence J. Burian

Page 9

23. This Agreement will automatically terminate, and be null and void ab initio and of no force or effect, if the spinoff of Spinco is not completed by December 31, 2015.

Mr. Lawrence J. Burian

Page 10


Sincerely,

THE MADISON SQUARE GARDEN COMPANY

/s/ James L. Dolan
By:		James L. Dolan
Title:		Executive Chairman

Accepted and Agreed:

/s/ Lawrence J. Burian

Lawrence J. Burian

Mr. Lawrence J. Burian

Page 11

ANNEX A

ADDITIONAL COVENANTS

(This Annex constitutes part of the Agreement)

You agree to comply with the following covenants in addition to those set forth in the Agreement.

1. CONFIDENTIALITY

Notwithstanding the foregoing, the obligations of this section, other than with respect to subscriber information, shall not apply to Confidential Information which is:

a) already in the public domain or which enters the public domain other than by your breach of this Paragraph 1;

b) disclosed to you by a third party with the right to disclose it in good faith; or

c) specifically exempted in writing by the Company from the applicability of this Agreement.

Mr. Lawrence J. Burian

Page 12

2. NON-COMPETE

3. ADDITIONAL UNDERSTANDINGS

You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about (either “on the record” or “off the record”) or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its incumbent or former officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties.

Mr. Lawrence J. Burian

Page 13

4. FURTHER COOPERATION

Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without limitation, participation on behalf of the Company in any litigation or administrative proceeding brought by any former or existing Company employees, representatives, agents or vendors. The Company will pay you for your services rendered under this provision at the rate of $6,800 per day for each day or part thereof, within 30 days of the approval of the invoice therefor.

Mr. Lawrence J. Burian

Page 14

5. NON-HIRE OR SOLICIT

6. ACKNOWLEDGMENTS

Mr. Lawrence J. Burian

Page 15

7. SURVIVAL

The provisions of this Annex A shall survive any termination of your employment by the Company or the expiration of the Agreement except as otherwise provided herein.

Mr. Lawrence J. Burian

Page 16

ANNEX B

(This Annex constitutes part of the Agreement)

Qualifying Spinco Termination While You Remain Employed with the Company .

(a)

If you experience a Qualifying Spinco Termination (as defined below), then (i) your minimum annual base salary in Paragraph 2 of the Agreement shall be increased to an amount equal to the aggregate annual base salary to which you were entitled from the Company and from Spinco at the time of the Qualifying Spinco Termination (the amount of such increase, the “ Incremental Base Salary ”), (ii) your minimum target bonus percentage in Paragraph 3 of the Agreement shall be adjusted to the extent necessary so that your target bonus opportunity, when expressed as a dollar value, is increased to equal the aggregate annual target bonus opportunity to which you were entitled from the Company and from Spinco at the time of the Qualifying Spinco Termination (the amount of such increase, the “ Incremental Target Bonus ”); provided that such adjusted target bonus percentage shall only apply to base salary paid after the date of such termination, and (iii) the minimum annual target value of the awards that are expected to be granted to you under the Company’s long-term incentive programs pursuant to Paragraph 4 shall be increased to an amount equal to the aggregate target value of the long-term incentive awards expected to be granted to you by the Company pursuant to this Agreement and by Spinco under its long-term incentive programs at the time of the Qualifying Spinco Termination (the amount of such increase, the “ Incremental Target LTIP ” and together with the Incremental Base Salary and Incremental Target Bonus, the “ Incremental Target Compensation ”).

(b)

Additionally, if, after a Qualifying Spinco Termination and after the Scheduled Expiration Date, your employment with the Company is terminated by the Company without Cause or by you for Good Reason (other than if Cause then exists), or due to your death or disability, then, in addition to any other payments or benefits to which you are entitled from the Company, you shall be entitled, subject to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, to a severance payment from the Company equal to (i) the cash severance which you would have been entitled to receive from Spinco had your employment with Spinco and with the Company terminated simultaneously less (ii) an amount equal to the aggregate Incremental Target Compensation paid to you by the Company between the date of the Qualifying Spinco Termination and the date your employment with the Company terminates. For the avoidance of doubt, the Incremental Target Compensation shall not include any other increases in your compensation subsequent to the Qualifying Spinco Termination. Sixty percent (60%) of such severance payment will be payable on the six-month anniversary of the date your employment so terminates and the remaining forty percent (40%) of the Severance Amount will be payable to you on the twelve-month anniversary of the date your employment so terminates.

Mr. Lawrence J. Burian

Page 17

(c)

For purposes of this Annex B, a “ Qualifying Spinco Termination ” means a termination of your employment with Spinco by Spinco without “cause” or by you for “good reason” (other than if “cause” then exists) (as those terms are defined in your employment agreement with Spinco at such time) prior to the Scheduled Expiration Date and while you remain employed with the Company.

Qualifying Company Termination While You Remain Employed with Spinco .

(a)

Notwithstanding anything in the Agreement to the contrary, if you experience a Qualifying Company Termination (as defined below) while you remain employed with Spinco, then you will not be entitled to the severance payment set forth in Section 6(a) of this Agreement.

(b)

For purposes of this Annex B, a “ Qualifying Company Termination ” means a termination of your employment with the Company by the Company without Cause or by you for Good Reason (other than if Cause then exists) prior to the Scheduled Expiration Date and while you remain employed with Spinco.

Simultaneous Termination from Both the Company and Spinco . In the event that your employment with the Company and with Spinco terminates effective as of the same date, then the terms of this Annex B shall not apply.

Exhibit 99.1

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, 2015

TABLE OF CONTENTS


		Page
	ARTICLE I
	DEFINITIONS

Section 1.1	General		2
Section 1.2	Reference; Interpretation		10

	ARTICLE II
	DISTRIBUTION AND
	CERTAIN COVENANTS

Section 2.1	Distribution		10
Section 2.2	MSG Networks Determination		11
Section 2.3	Charter; Bylaws		11
Section 2.4	Directors		11
Section 2.5	Election of Officers		11
Section 2.6	Certain Licenses and Permits		11
Section 2.7	State Securities Laws		12
Section 2.8	Listing Application; Notice to NYSE		12
Section 2.9	Assignment of Agreements		12
Section 2.10	Removal of Certain Guarantees; Releases from Liabilities		13
Section 2.11	Corporate Names; Trademarks		14
Section 2.12	Ancillary Agreements		14
Section 2.13	Acknowledgment by Spinco		14
Section 2.14	Release		15
Section 2.15	Discharge of Liabilities		17
Section 2.16	Further Assurances		17

	ARTICLE III
	INDEMNIFICATION

Section 3.1	Indemnification by MSG Networks		18
Section 3.2	Indemnification by Spinco		18
Section 3.3	Procedures for Indemnification		19
Section 3.4	Indemnification Payments		21

	ARTICLE IV
	ACCESS TO INFORMATION

Section 4.1	Provision of Corporate Records		21
Section 4.2	Access to Information		22
Section 4.3	Witnesses; Documents and Cooperation in Actions		22
Section 4.4	Confidentiality		22


		Page
Section 4.5	Privileged Matters		23
Section 4.6	Ownership of Information		25
Section 4.7	Cost of Providing Records and Information		25
Section 4.8	Retention of Records		26
Section 4.9	Other Agreements Providing for Exchange of Information		26
Section 4.10	Policies and Best Practices		26
Section 4.11	Compliance with Laws and Agreements		26

	ARTICLE V
	MISCELLANEOUS

Section 5.1	Complete Agreement; Construction		26
Section 5.2	Ancillary Agreements		26
Section 5.3	Counterparts		26
Section 5.4	Survival of Agreements		27
Section 5.5	Distribution Expenses		27
Section 5.6	Notices		27
Section 5.7	Waivers		28
Section 5.8	Amendments		28
Section 5.9	Assignment		28
Section 5.10	Successors and Assigns		28
Section 5.11	Termination		28
Section 5.12	Subsidiaries		28
Section 5.13	Third-Party Beneficiaries		29
Section 5.14	Title and Headings		29
Section 5.15	Schedules		29
Section 5.16	Governing Law		29
Section 5.17	Waiver of Jury Trial		29
Section 5.18	Specific Performance		29
Section 5.19	Severability		29

Schedule A List of Spinco Subsidiaries			A-1
Schedule B Retained Claims Liabilities			B-1
Schedule C-1 Guarantees			C-1
Schedule C-2 Guarantees			C-2
Schedule D Ancillary Agreements			D-1

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DISTRIBUTION AGREEMENT

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 ”).

WHEREAS, the Board of Directors of MSG Networks determined that it is in the best interests of MSG Networks and its stockholders to separate the businesses of Spinco, all as more fully described in Spinco’s registration statement on Form 10 (collectively, the “ Spinco Business ”), from MSG Networks’ other businesses on the terms and conditions set forth herein;

WHEREAS, MSG Networks, as the sole member of Regional MSGN Holdings LLC (“ RMH ”), authorized the distribution from RMH to MSG Networks of all of the Spinco Common Stock (the “ RMH Distribution ”) and has determined that the RMH Distribution is in the best interests of RMH and its member and has approved this Agreement;

WHEREAS, the Board of Directors of MSG Networks has authorized the distribution to the holders of the issued and outstanding shares of MSG Networks’ Class A Common Stock, par value $0.01 per share, of MSG Networks (“ MSG Networks Class A Common Stock ”) and MSG Networks’ Class B Common Stock, par value $0.01 per share, of MSG Networks (“ MSG Networks Class B Common Stock ” and, together with the MSG Networks Class A Common Stock, the “ MSG Networks Common Stock ”) as of the record date for the distribution of all the issued and outstanding shares of Class A common stock, par value $0.01 per share, of Spinco (the “ Spinco Class A Common Shares ”) and Spinco Class B common stock, par value $0.01 per share, of Spinco (the “ Spinco Class B Common Shares ”) (each such Spinco Class A Common Share and Spinco Class B Common Share is individually referred to as a “ Spinco Share ” and collectively referred to as the “ Spinco Common Stock ”), respectively, on the basis of one Spinco Class A Common Share for every three shares of MSG Networks Class A Common Stock and one Spinco Class B Common Share for every three shares of MSG Networks Class B Common Stock (the “ Distribution ”);

WHEREAS, the Boards of Directors of MSG Networks and Spinco have each determined that the Distribution and the other transactions contemplated by this Agreement and the Ancillary Agreements are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole member, as applicable, and have approved this Agreement and each of the Ancillary Agreements; and

WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters prior to and following the Distribution.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. As used herein, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement none of MSG Networks, Cablevision Systems Corporation or AMC Networks Inc., nor any of their respective Subsidiaries, shall be deemed to be an Affiliate of Spinco or any of its Subsidiaries. For the avoidance of doubt, the term “Affiliate” as it applies to Spinco shall include all of the Spinco Subsidiaries.

“ Agent ” shall have the meaning set forth in Section 2.1(a) of this Agreement.

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement.

“ Ancillary Agreements ” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the agreements set forth on Schedule D.

“ Applicable Rate ” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.

“ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close.

“ Commission ” shall mean the Securities and Exchange Commission.

“ Contribution Agreement ” shall mean the Contribution Agreement among MSG Networks, MSG Holdings, L.P. and Spinco, which has been or shall be entered into prior to or on the Distribution Date.

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“Corporate Business Purposes” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” shall mean such date as may be determined by the Board of Directors of MSG Networks or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.

“ Distribution Record Date ” shall mean such date as may be determined by the Board of Directors of MSG Networks or a committee of such Board of Directors, as the record date for the Distribution.

“ Effective Time ” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement by and between MSG Networks and Spinco, which agreement shall be entered into prior to or on the Distribution Date.

“ Environmental Laws ” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq .), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated hereunder.

“ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the New York Stock Exchange or other regulatory, administrative or governmental authority.

“ Group ” shall mean the MSG Networks Group or the Spinco Group.

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“ Indemnifiable Losses ” shall mean any and all Liabilities, costs or expenses (including reasonable out-of-pocket attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.

“ Indemnifying Party ” shall have the meaning set forth in Section 3.3(a) of this Agreement.

“ Indemnitee ” shall have the meaning set forth in Section 3.3(a) of this Agreement.

“ Information Statement ” shall mean the Information Statement filed with the Commission as part of the Registration Statement and mailed to the holders of shares of MSG Networks Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“ Law ” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

“ Liabilities ” shall mean any and all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or Party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

“ Losses ” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by an Indemnitee.

“ MSG Networks ” shall have the meaning set forth in the preamble to this Agreement.

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“ MSG Networks Assignee ” shall have the meaning set forth in Section 2.9(a) of this Agreement.

“ MSG Networks Assignor ” shall have the meaning set forth in Section 2.9(a) of this Agreement.

“ MSG Networks Assumed Contract Liabilities ” shall have the meaning set forth in Section 2.9(b) of this Agreement.

“ MSG Networks Business ” shall mean each and every business conducted at any time by MSG Networks or any Subsidiary controlled by MSG Networks, except the Spinco Business.

“ MSG Networks Class A Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ MSG Networks Class B Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ MSG Networks Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ MSG Networks Group ” means MSG Networks and each Person (other than any member of the Spinco Group) that is a Subsidiary of MSG Networks immediately after the Distribution Date.

“ MSG Networks Indemnitee ” shall mean:

(i) MSG Networks and each Affiliate thereof after giving effect to the Distribution; and

(ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (i) and (ii), the Spinco Indemnitees; provided , however, that a Person who was a Representative of MSG Networks or an Affiliate thereof may be a MSG Networks Indemnitee in that capacity notwithstanding that such Person may also be a Spinco Indemnitee.

“ MSG Networks Liabilities ” shall mean:

(i) any and all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of the Ancillary Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by MSG Networks or any member of the MSG Networks Group, and all Liabilities of any member of the MSG Networks Group under this Agreement;

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(ii) all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of the Ancillary Agreement), if and to the extent relating to, arising out of or resulting from:

(A) the ownership or operation of the MSG Networks Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or

(B) the ownership or operation of any business conducted by MSG Networks or any MSG Networks Subsidiary at any time after the Distribution Date; and

(iii) any Retained Claims Liabilities;

(iv) all MSG Networks Retained Contract Liabilities; and

(v) all MSG Networks Assumed Contract Liabilities.

Notwithstanding the foregoing, the MSG Networks Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Spinco or any member of the Spinco Group; or (y) any agreements and obligations of any member of the Spinco Group under this Agreement or any of the Ancillary Agreements.

“ MSG Networks Releasee ” shall have the meaning set forth in Section 2.14(b) of this Agreement.

“ MSG Networks Releasor ” shall have the meaning set forth in Section 2.14(b) of this Agreement.

“ MSG Networks Retained Contract Liability ” shall have the meaning set forth in Section 2.9(a) of this Agreement.

“ MSG Networks Subsidiaries ” shall mean all of the Subsidiaries of MSG Networks other than Spinco and the Spinco Subsidiaries.

“ NBA Agreement and Undertaking ” shall mean the Agreement and Undertaking entered into by Spinco and the other parties named therein in connection with the approval by the National Basketball Association of the transactions contemplated hereby.

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“ NHL Consent Agreement ” shall mean the Consent Agreement, among Spinco, the National Hockey League and the other parties named therein, entered into in connection with the approval by the National Hockey League of the transactions contemplated hereby.

“ NYSE ” shall mean the New York Stock Exchange LLC.

“ Outside Notice Date ” shall have the meaning set forth in Section 3.3(a).

“ Parties ” shall have the meaning set forth in the preamble to this Agreement.

“ Person ” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“ Records ” shall have the meaning set forth in Section 4.1(a) of this Agreement.

“ Registration Rights Agreements ” shall mean the two Registration Rights Agreements by and among Spinco and various holders of Spinco Class B Common Stock named therein, each of which agreements shall be entered into prior to or on the Distribution Date.

“ Registration Statement ” shall mean the registration statement on Form 10 filed with the Commission to effect the registration of the Spinco Class A Common Shares pursuant to the Exchange Act.

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

“ Retained Claims Liabilities ” shall mean the Liabilities, if any, described in Schedule B.

“ RMH ” shall have the meaning set forth in the recitals to this Agreement.

“ RMH Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco ” shall have the meaning set forth in the preamble to this Agreement.

“ Spinco Assignee ” shall have the meaning set forth in Section 2.9(b) of this Agreement.

“ Spinco Assignor ” shall have the meaning set forth in Section 2.9(b) of this Agreement.

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“ Spinco Assumed Contract Liabilities ” shall have the meaning set forth in Section 2.9(a) of this Agreement.

“ Spinco Business ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Class A Common Shares ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Class B Common Shares ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Group ” means Spinco and each Person that is a Subsidiary of Spinco immediately after the Distribution Date.

“ Spinco Indemnitees ” shall mean:

(i) Spinco and each Affiliate thereof after giving effect to the Distribution; and

“ Spinco Liabilities ” shall mean:

(i) any and all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made subject to this Agreement by the express terms of any the Ancillary Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreements (or the Schedules hereto or thereto) as Liabilities to be assumed by Spinco or any member of the Spinco Group, and all Liabilities of any member of the Spinco Group under this Agreement;

(A) the ownership or operation of the Spinco Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or

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(B) the ownership or operation of any business conducted by Spinco or any Spinco Subsidiary at any time after the Distribution Date;

(iii) all Spinco Assumed Contract Liabilities; and

(iv) all Spinco Retained Contract Liabilities.

Notwithstanding the foregoing, the Spinco Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by MSG Networks or any member of the MSG Networks Group; (y) any agreements and obligations of any member of the MSG Networks Group under this Agreement or any of the Ancillary Agreements and (z) any Retained Claims Liabilities.

“ Spinco Releasee ” shall have the meaning set forth in Section 2.14(a) of this Agreement.

“ Spinco Releasor ” shall have the meaning set forth in Section 2.14(a) of this Agreement.

“ Spinco Retained Contract Liabilities ” shall have the meaning set forth in Section 2.9(b) of this Agreement.

“ Spinco Share ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Subsidiaries ” shall mean all of the Subsidiaries listed on Schedule A.

“ Subleases ” shall mean the subleases and leases, if any, by and between members of the MSG Networks Group and members of the Spinco Group, which subleases and leases shall be entered into prior to the Distribution Date in such form as is agreed to by MSG Networks and Spinco.

“ Subsidiary ” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity interests. As to Spinco, the term “Subsidiary” shall also include the 50% or less owned entities listed on Schedule A.

“ Tax ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Tax Disaffiliation Agreement ” shall mean the Tax Disaffiliation Agreement by and between MSG Networks and Spinco, which agreement shall be entered into prior to or on the Distribution Date.

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“ Third Party ” shall mean any Person who is not a Party to this Agreement.

“ Third-Party Claim ” shall have the meaning set forth in Section 3.3(a) of this Agreement.

“ Transfers ” shall mean the direct and indirect transfers of assets and assignment of agreements from MSG Networks to Spinco which resulted in Spinco owning, directly or indirectly, the Spinco Business.

“ Transition Services Agreement ” shall mean the Transition Services Agreement by and between MSG Networks and Spinco, which agreement shall be entered into prior to or on the Distribution Date.

“ WNBA Agreement and Undertaking ” shall mean the Agreement and Undertaking entered into by Spinco and the other parties named therein in connection with the approval by the Women’s National Basketball Association of the transactions contemplated hereby.

Section 1.2 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “ include ,” “ includes ” and “ including ” when used in this Agreement shall be deemed to be followed by the phrase “ without limitation .” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “ hereof ”, “ hereby ” and “ herein ” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.

ARTICLE II

DISTRIBUTION AND

CERTAIN COVENANTS

Section 2.1 Distribution. (a) On or prior to the Distribution Date, MSG Networks shall deliver to MSG Networks’ stock transfer agent (the “ Agent ”) a single stock certificate representing all of the issued and outstanding Spinco Class A Common Shares and a single stock certificate representing all of the issued and outstanding Spinco Class B Common Shares, in each case, endorsed by MSG Networks in blank, for the benefit of the holders of MSG Networks Common Stock, and MSG Networks shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, the Spinco Class A Common Shares to holders of record of shares of MSG Networks Class A Common Stock on the Distribution Record Date and the Spinco Class B Common Shares to holders of record of shares of MSG Networks Class B Common Stock on the Distribution Record Date, all as further contemplated by the Information Statement and hereby. Spinco shall provide any share certificates that the Agent shall require in order to effect the Distribution. The Distribution shall be effective at 11:59 P.M., New York City time, on the Distribution Date.

(b) The Spinco Shares issued in the Distribution are intended to be distributed only pursuant to a book entry system. MSG Networks shall instruct the Agent to deliver the Spinco Shares previously delivered to the Agent to a depositary and to mail

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to each holder of record of MSG Networks Common Stock on the Distribution Record Date, a statement of the Spinco Shares credited to such holder’s account. If following the Distribution a holder of Spinco Common Stock requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional shares of MSG Networks Common Stock on the Distribution Date. As soon as practicable following the Distribution Date, the Agent shall (i) aggregate all fractional Spinco Class A Common Shares into whole Spinco Class A Common Shares and (ii) aggregate all fractional Spinco Class B Common Shares into whole Spinco Class B Common Shares, and convert the whole Spinco Class B Common Shares into whole Spinco Class A Common Shares, and (iii) sell the whole Spinco Class A Common Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales.

Section 2.2 MSG Networks Determination. MSG Networks shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and all terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. Spinco shall cooperate with MSG Networks in all respects to accomplish the Distribution and shall, at MSG Networks’ direction, promptly take any and all actions necessary or desirable to effect the Distribution. MSG Networks shall select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for MSG Networks, which shall include Sullivan & Cromwell LLP. Each of MSG Networks and Spinco acknowledges that it has been afforded the opportunity to seek the advice and assistance of its own separate counsel in connection with the negotiation and preparation of this Agreement and the Ancillary Agreements.

Section 2.3 Charter; Bylaws. On or prior to the Distribution Date, Spinco and MSG Networks shall have taken all necessary actions to provide for the adoption of the form of Amended and Restated Certificate of Incorporation and Amended By-laws in substantially the form filed by Spinco with the Commission as exhibits to the Registration Statement.

Section 2.4 Directors. On or prior to the Distribution Date, MSG Networks and Spinco shall have taken all necessary action to cause the Board of Directors of Spinco to consist of the individuals identified in the Information Statement as directors of Spinco as of the Effective Time.

Section 2.5 Election of Officers. On or prior to the Distribution Date, Spinco shall take all actions necessary and desirable so that as of the Distribution Date the officers of Spinco will be as set forth in the Information Statement.

Section 2.6 Certain Licenses and Permits. On or prior to the Distribution Date or as soon as reasonably practicable thereafter, MSG Networks shall use its commercially reasonable best efforts to transfer or cause to be transferred any transferable licenses,

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permits and authorizations issued by any Governmental Authority which relate solely to the Spinco Business but which are held in the name of any member of the MSG Networks Group, or in the name of any employee, officer, director, stockholder or agent of any such member, or otherwise, on behalf of a member of the Spinco Group to the appropriate member of the Spinco Group.

Section 2.7 State Securities Laws. Prior to the Distribution Date, MSG Networks and Spinco shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution.

Section 2.8 Listing Application; Notice to NYSE. (a) Prior to the Distribution Date, MSG Networks and Spinco shall prepare and file with the NYSE a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause NYSE to list on or prior to the Distribution Date, subject to official notice of issuance, the Spinco Class A Common Shares.

(b) Prior to the Distribution, MSG Networks shall, to the extent possible, give NYSE not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.

Section 2.9 Assignment of Agreements.

(a) In connection with the Transfers, MSG Networks and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of MSG Networks and/or its Affiliates (in each case, an “ MSG Networks Assignor ”) will be assigned to, and accepted and assumed by Spinco and/or its Affiliates (in each case a “ Spinco Assignee ”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Networks Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “ MSG Networks Retained Contract Liability ”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability ”).

(b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “ Spinco Assignor ”) will be assigned to, and accepted and assumed by MSG Networks and/or its Affiliates (in each case an “ MSG Networks Assignee ”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “ Spinco Retained Contract Liability ”) and the relevant MSG Networks Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “ MSG Networks Assumed Contract Liability ”).

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Section 2.10 Removal of Certain Guarantees; Releases from Liabilities.

(a) Except as otherwise specified in any Ancillary Agreement, (i) Spinco shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, all members of the MSG Networks Group removed as guarantors of or obligors for any Liability of Spinco, including in respect of those guarantees, if any, set forth on Schedule C-1 of this Agreement, and (ii) MSG Networks shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, all members of the Spinco Group removed as guarantors of or obligors for any Liability of MSG Networks, including in respect of those guarantees, if any, set forth on Schedule C-2 of this Agreement.

(b) If Spinco or MSG Networks, as the case may be, is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder from and after the Effective Time.

(c) If (i) Spinco is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) Spinco Liabilities arise from and after the Effective Time but before a member of the MSG Networks Group which is a guarantor or obligor with reference to any such Spinco Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by Spinco for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, Spinco shall, or shall cause a member of the Spinco Group to, reimburse any such member of the MSG Networks Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by MSG Networks to Spinco of notice of a payment made pursuant to this Section 2.10 in respect of Spinco Liabilities.

(d) If (i) MSG Networks is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) MSG Networks Liabilities arise from and after the Effective Time but before a member of the Spinco Group which is a guarantor or obligor with reference to any such MSG Networks Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by MSG Networks for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, MSG Networks, shall, or shall cause a member of the MSG Networks Group to, reimburse any such member of the Spinco Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by Spinco to MSG Networks of notice of a payment made pursuant to this Section 2.10 in respect of MSG Networks Liabilities.

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(e) In the event that at any time before or after the Distribution Date MSG Networks identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the Spinco Business but for which a member of the MSG Networks Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, Spinco shall, at its expense, take such actions and enter into such agreements and arrangements as MSG Networks may reasonably request to effect the release or substitution of MSG Networks (or a member of the MSG Networks Group).

(f) In the event that at any time before or after the Distribution Date Spinco identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the MSG Networks Business but for which a member of the Spinco Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, MSG Networks shall, at its expense, take such actions and enter into such agreements and arrangements as Spinco may reasonably request to effect the release or substitution of Spinco (or a member of the Spinco Group).

(g) The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate or assign all Spinco Liabilities of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, MSG Networks (or an appropriate member of the MSG Networks Group) shall be solely responsible for the MSG Networks Liabilities and Spinco (or an appropriate member of the Spinco Group) shall be solely responsible for the Spinco Liabilities; provided , however, that no Party shall be obligated to pay any consideration therefore (except for filing fees or other similar charges) to any Third Party from whom such consent, substitution, amendment or release is requested. Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 2.10 shall in any way limit the obligations of the parties under Article III.

Section 2.11 Corporate Names; Trademarks. All agreements between the Parties and their respective Affiliates relating to intellectual property matters are set forth in a separate MSG Trademark Agreement between the Parties, dated the date hereof, and this Agreement shall in no way modify or supersede the MSG Trademark Agreement.

Section 2.12 Ancillary Agreements. Prior to the Distribution Date, each of MSG Networks and Spinco shall enter into, and/or (where applicable) shall cause members of their respective Groups to enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

Section 2.13 Acknowledgment by Spinco. Spinco, on behalf of itself and all members of the Spinco Group, acknowledges, understands and agrees that, except as may be expressly set forth herein or in any Ancillary Agreement, (a) no member of the MSG Networks Group or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to

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Spinco or any member of the Spinco Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, agreements, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, agreements, Liabilities or businesses of MSG Networks, any member of the MSG Networks Group, Spinco or any member of the Spinco Group, any assets that are transferred, any agreements that are assigned, any Spinco Liabilities or the Spinco Business, (b) Spinco and each member of the Spinco Group has taken all of the assets that are transferred, any agreements that are assigned, the Spinco Business and Spinco Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed, and (c) none of MSG Networks or any members of the MSG Networks Group or any other person has made or makes any representation or warranty with respect to the Distribution or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby. Except as expressly set forth herein or in any other Ancillary Agreement, Spinco and each member of the Spinco Group shall bear the economic and legal risk that the Spinco Assets shall prove to be insufficient or that the title of any member of the Spinco Group to any Spinco Assets shall be other than good and marketable and free from encumbrances. The provisions of the Contribution Agreement and any related assignment agreement or other related documents are expressly subject to this Section 2.13 and to Section 2.14 hereof.

Section 2.14 Release.

(a) Spinco agrees that for itself and for its predecessors, Subsidiaries, departments, divisions and sections and for their successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “ Spinco Releasor ” and collectively, the “ Spinco Releasors ”), in consideration of the making by MSG Networks of the Transfers, release, waive and forever discharge MSG Networks and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “ Spinco Releasee ” and collectively, the “ Spinco Releasees ”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any Spinco Releasee, a Spinco Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:

•

The management of the business and affairs of Spinco (and its predecessors, Subsidiaries and Affiliates) and the Spinco Business on or prior to the Distribution Date;

•

The terms of this Agreement, the Ancillary Agreements, the Distribution, the Certificate of Incorporation or the By-Laws of Spinco; and

•

Any other decision that may have been made, or any action taken, relating to Spinco (and its predecessors, Subsidiaries and Affiliates), the Spinco Business or the Distribution.

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The term “Spinco Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of Spinco on or prior to the Distribution Date at the request of MSG Networks. Each Spinco Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any Spinco Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14(a) is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Spinco Releasee shall have to any Spinco Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Spinco Releasee and the Spinco Releasor are parties and there shall be no Liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Spinco Releasee to a Spinco Releasor in the Spinco Releasor’s capacity as a director, officer, employee or other Representative or shareholder of Spinco Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the Spinco Releasee and the Spinco Releasor are parties.

(b) MSG Networks agrees that for itself and for its predecessors, Subsidiaries, departments, divisions and sections and for their successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each an “ MSG Networks Releasor ” and collectively, the “ MSG Networks Releasors ”), in consideration of the entry by Spinco into this Agreement and the Ancillary Agreements, release, waive and forever discharge Spinco and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each an “ MSG Networks Releasee ” and collectively, the “ MSG Networks Releasees ”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any MSG Networks Releasee, an MSG Networks Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:

•

The management of the business and affairs of MSG Networks (and its predecessors, Subsidiaries and Affiliates) and the MSG Networks Business on or prior to the Distribution Date;

•

The terms of this Agreement, the Ancillary Agreements, the Distribution the Certificate of Incorporation or the By-Laws of MSG Networks; and

•

Any other decision that may have been made, or any action taken, relating to MSG Networks (and its predecessors, Subsidiaries and Affiliates), the MSG Networks Business or the Distribution.

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The term “MSG Networks Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of MSG Networks on or prior to the Distribution Date. Each MSG Networks Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any MSG Networks Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14(b) is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any MSG Networks Releasee shall have to any MSG Networks Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the MSG Networks Releasee and the MSG Networks Releasor are parties and there shall be no Liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by an MSG Networks Releasee to an MSG Networks Releasor in the MSG Networks Releasor’s capacity as a director, officer, employee or other Representative or shareholder of MSG Networks Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the MSG Networks Releasee and the MSG Networks Releasor are parties.

Section 2.15 Discharge of Liabilities . Except as otherwise expressly provided herein or in any of the Ancillary Agreements:

(a) From and after the Effective Time, (i) MSG Networks shall, and shall cause each member of the MSG Networks Group to, assume, pay, perform and discharge all MSG Networks Liabilities in the ordinary course of business, consistent with past practice, and (ii) Spinco shall, and shall cause each member of the Spinco Group, to assume, pay, perform and discharge all Spinco Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 2.15 are made by each Party for the sole and exclusive benefit of the other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

(b) All intercompany trade, accounts receivable and accounts payable between any member of one Group and any member of another Group in existence at the Effective Time shall be paid and performed in accordance with their terms.

Section 2.16 Further Assurances.

(a) If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action. Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including all applicable filings with, and approvals from, any Governmental Authority.

(b) Without limiting any provision of this Section 2.16, MSG Networks shall, at any time requested by Spinco, cooperate in the submission of joint or separate requests to the Commission to extend the confidential treatment previously granted to MSG Networks by the Commission with respect to the lease documentation for Radio City Music Hall pursuant to orders CF# 24199, dated January 15, 2010, and/or CF# 26449, dated April 29, 2011.

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ARTICLE III

INDEMNIFICATION

Section 3.1 Indemnification by MSG Networks. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, MSG Networks shall indemnify, defend and hold harmless the Spinco Indemnitees from and against any and all Indemnifiable Losses of the Spinco Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the MSG Networks Liabilities or alleged MSG Networks Liabilities, including any breach by any member of the MSG Networks Group of any provision of this Section 3.1; (ii) any breach by any member of the MSG Networks Group of this Agreement; (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the MSG Networks Group; and (iv) any indemnification obligation that Spinco may have to (x) the National Basketball Association pursuant to the NBA Agreement and Undertaking, (y) the National Hockey League pursuant to the NHL Consent Agreement or (z) the Women’s National Basketball Association pursuant to the WNBA Agreement and Undertaking, in each case as a result of any act or omission by any member of the MSG Networks Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Section 3.2 Indemnification by Spinco. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, Spinco shall indemnify, defend and hold harmless the MSG Networks Indemnitees from and against any and all Indemnifiable Losses of the MSG Networks Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Spinco Liabilities or alleged Spinco Liabilities; (ii) any breach by any member of the Spinco Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or in any registration statement, prospectus or listing application with a securities exchange filed by Spinco in connection with the Distribution, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided , however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(iii). This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

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Section 3.3 Procedures for Indemnification.

(a) If a claim or demand is made by a Third Party against a Spinco Indemnitee or a MSG Networks Indemnitee (each, an “ Indemnitee ”) (a “ Third-Party Claim ”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “ Outside Notice Date ”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided , however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG Networks and Spinco shall not constitute notice for purposes of this Section 3.3.

If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided , however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided , however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party.

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If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided , however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim.

Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

(b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

(c) Spinco shall, and shall cause the other Spinco Indemnitees to, and MSG Networks shall, and shall cause the other MSG Networks Indemnitees to, cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the Parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, MSG Networks or Spinco, as the case may be, shall use its reasonable best efforts to make available to the other Party, upon written request, the former and then current directors, officers, employees and agents of the members of its respective Group as witnesses and any Records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person, Records or other documents may reasonably be required in

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connection with such defense, settlement or compromise. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.

(d) The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 3.4 Indemnification Payments. (a) Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article III within 30 days after receipt of a bill therefore or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate.

(b) The amount of any claim by an Indemnitee under this Agreement (i) shall be reduced to reflect any actual Tax savings or insurance proceeds received by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity and (ii) shall be increased by an amount equal to any Tax cost incurred by any Indemnitee that results from receipt of payments under this Article III.

(c) For all Tax purposes and to the extent permitted by applicable Law, the parties hereto shall treat any payment made pursuant to this Article III as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution.

ARTICLE IV

ACCESS TO INFORMATION

Section 4.1 Provision of Corporate Records.

(a) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by Spinco for specific and identified agreements, documents, books, records or files including accounting and financial records (collectively, “ Records ”) which relate to Spinco or the conduct of the Spinco Business up to the Effective Time, or which Spinco determines are necessary or advisable in order for Spinco to prepare its financial statements and any reports or filings to be made with any Governmental Authority, MSG Networks shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if Spinco has a reasonable need for such originals) in the possession or control of MSG Networks or any of the MSG Networks Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.

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(b) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by MSG Networks for specific and identified Records which relate to MSG Networks or the conduct of the MSG Networks Business up to the Effective Time, or which MSG Networks determines are necessary or advisable in order for MSG Networks to prepare its financial statements and any reports or filings to be made with any Governmental Authority, Spinco shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if MSG Networks has a reasonable need for such originals) in the possession or control of Spinco or any of the Spinco Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.

Section 4.2 Access to Information. Except as specifically provided in Article III (in which event the provisions of such Article will govern), from and after the Distribution Date, each of MSG Networks and Spinco shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, and Records of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to such other Party or the conduct of its business prior to the Effective Time.

Section 4.3 Witnesses; Documents and Cooperation in Actions. (a) At all times from and after the Distribution Date, each of MSG Networks and Spinco shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives as witnesses and any Records within its control or which it otherwise has the ability to make available, to the extent that such Persons or Records may reasonably be required in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved. The requesting Party shall promptly reimburse the other party (and any person it makes available hereunder) for all reasonable out-of-pocket costs and expenses incurred in connection therewith. This provision shall not apply to any Action brought by one Party against another Party (as to which production of documents and witnesses shall be governed by applicable discovery rules).

(b) Without limiting any provision of this Section 4.3, the Parties shall cooperate and consult, and shall cause each member of their respective Groups to cooperate and consult, to the extent reasonably necessary with respect to any Actions.

(c) In connection with any matter contemplated by this Section 4.3, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.

Section 4.4 Confidentiality. (a) MSG Networks and the MSG Networks Subsidiaries and Spinco and the Spinco Subsidiaries shall not use or permit the use of and shall keep, and shall cause its consultants and advisors to keep, confidential all information

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concerning the other Party in its possession, its custody or under its control to the extent such information, (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or its Group if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided , however, that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (A) that has been in the public domain through no fault of such Party or (B) that has been later lawfully acquired from other sources by such Party, (C) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (E) that the other Party has agreed in writing may be so used or disclosed.

(b) If any Party or any member of its Group either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions of Section 4.4(a) such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided , however, that the Person shall only disclose such portion of the information as required to be disclosed or provided.

Section 4.5 Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Networks Group, and the members of the Spinco Group, and that each of the

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members of the MSG Networks Group, and each of the members of the Spinco Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:

(a) MSG Networks shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the MSG Networks Business (other than with respect to Liabilities as to which Spinco is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco. MSG Networks shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting MSG Networks Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco.

(b) Spinco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Spinco Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which MSG Networks is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of MSG Networks or Spinco. Spinco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Spinco Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Spinco, whether or not the privileged information is in the possession of Spinco or under the control of MSG Networks or Spinco

(c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b).

(d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below.

(e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party, provided , however, that such waiver of a shared privilege

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shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.

(f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.

(g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.

(h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of MSG Networks and Spinco, as set forth in Sections 4.2, 4.4 and this Section 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 4.6 Ownership of Information. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

Section 4.7 Cost of Providing Records and Information. A Party requesting Records, information or access to personnel, witnesses or properties, under Article III or this Article IV, agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.

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Section 4.8 Retention of Records. Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the MSG Networks Group and the Spinco Group shall retain all Records relating to the MSG Networks Business and the Spinco Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Notwithstanding the foregoing, in lieu of retaining any specific Records, MSG Networks or Spinco may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).

Section 4.9 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement or in any other agreement to which a member of the MSG Networks Group and a member of the Spinco Group is a party.

Section 4.10 Policies and Best Practices. Without representation or warranty, Spinco and MSG Networks shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).

Section 4.11 Compliance with Laws and Agreements. Nothing in this Article IV shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.

ARTICLE V

MISCELLANEOUS

Section 5.1 Complete Agreement; Construction. This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail.

Section 5.2 Ancillary Agreements. Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 5.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

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Section 5.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 5.5 Distribution Expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Information Statement and the Registration Statement, and the Distribution and the consummation of the transactions contemplated thereby, shall be charged to and paid by MSG Networks. Such expenses shall be deemed to be MSG Networks Liabilities. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

Section 5.6 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To MSG Networks:

The Madison Square Garden Company (or, after the applicable

name change, MSG Networks Inc.)

11 Penn Plaza

New York, New York 10001

Attention: President

with a copy to:

MSG Spinco, Inc. (or, after the applicable name change, The

Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

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To Spinco:

MSG Spinco, Inc. (or, after the applicable name change, The

Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

Section 5.7 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 5.8 Amendments. Subject to the terms of Sections 5.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 5.9 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser (by merger, sale of assets or otherwise) of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. Any assignment in violation of the provisions of this Section 5.9 shall be void.

Section 5.10 Successors and Assigns. The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 5.11 Termination. This Agreement (including Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of MSG Networks without the approval of Spinco or the stockholders of MSG Networks. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided , however, that Article III shall not be terminated or amended after the Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.

Section 5.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.

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Section 5.13 Third-Party Beneficiaries. Except as provided in Article III relating to Indemnitees, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 5.14 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 5.15 Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent (except as set forth in the last sentence of Section 5.1) as if the same had been set forth verbatim herein.

Section 5.16 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

Section 5.17 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 5.18 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 5.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


THE MADISON SQUARE GARDEN COMPANY (To be renamed MSG Networks Inc.)

By:		/s/ James L. Dolan
		Name: James L. Dolan
		Title: Executive Chairman

MSG SPINCO, INC. (To be renamed The Madison Square Garden Company)

By:		/s/ David O’Connor
		Name: David O’Connor
		Title: President and Chief Executive Officer

Schedule A

SUBSIDIARIES OF SPINCO

Eden Insurance Company, Inc.

Entertainment Ventures, LLC

Hartford Wolfpack, LLC

Knicks Holdings, LLC

MSG Aircraft Leasing, LLC

MSG Arena Holdings, LLC

MSG Arena, LLC

MSG Aviation, LLC

MSG BBLV, LLC

MSG Beacon, LLC

MSG Boston Theatrical, L.L.C.

MSG Chicago, LLC

MSG Eden Realty, LLC

MSG Entertainment Holdings, LLC

MSG Flight Operations, L.L.C.

MSG Forum, LLC

MSG Holdings Music, LLC

MSG Interactive, LLC

MSG National Properties LLC

MSG Publishing, LLC

MSG Songs, LLC

MSG Sports, LLC

MSG Sports & Entertainment, LLC

MSG TE, LLC

MSG Theatrical Ventures, LLC

MSG Training Center, LLC

MSG Vaudeville, LLC

MSG Ventures, LLC

MSG Ventures Holdings, LLC

MSG Winter Productions, LLC

New York Knicks, LLC

New York Liberty, LLC

New York Rangers Enterprises Company

New York Rangers, LLC

Radio City Productions LLC

Radio City Trademarks, LLC

Rangers Holdings, LLC

The Grand Tour, LLC

Westchester Knicks, LLC

Fuse Media, Inc.

Fuse Media, LLC

Brooklyn Bowl Las Vegas, LLC

Tribeca Enterprises, LLC

Azoff MSG Entertainment, LLC

Finding Neverland USA LLC

Audience Broadway Limited Partnership

Fun Home LLC

WH Bodies Broadway Limited Partnership

Schedule B

RETAINED CLAIMS LIABILITIES

1.	Distribution Agreement, between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010.

2.	Contribution Agreement, among Cablevision Systems Corporation, Regional Programming Partners and Madison Square Garden, Inc., dated January 12, 2010.

3.	Tax Disaffiliation Agreement, between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010.

4.	Transition Services Agreement, between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010.

5.	Registration Rights Agreement, by and among Madison Square Garden, Inc. and the Dolan Family Affiliates, dated January 13, 2010.

6.	Registration Rights Agreement, by and among Madison Square Garden, Inc. and the Charles F. Dolan Children Trusts, dated January 13, 2010.

All claims for indemnification or advancement by directors, officers, employees, agents of MSG Networks and its subsidiaries (including Spinco and its subsidiaries) with respect to actions or omissions or alleged actions or omissions prior to the Distribution Date including claims under the constitutional documents of any such entity, agreements (including indemnification agreements) or applicable law.

Schedule C-1

GUARANTEES

1.	Restated Guaranty of Lease, dated August 14, 2008, between MSG Holdings, L.P. (formerly Madison Square Garden, L.P.) and RCPI Landmark Properties, LLC.

2.	Guaranty of Lease, dated October 19, 2006, between MSG Holdings, L.P. (formerly Madison Square Garden, LP) and Beacon Broadway Company, LLC.

3.	Second Amended and Restated Booking Agreement, effective as of June 1, 2012, among The Wang Center for the Performing Arts, Inc., Wang Theatre, Inc., MSG Boston Theatrical LLC and MSG Holdings, L.P.

Schedule C-2

GUARANTEES

None.

Schedule D

ANCILLARY AGREEMENTS

4.	Transition Services Agreement, dated as of September 11, 2015, between MSG Networks and Spinco.

5.	Tax Disaffiliation Agreement, dated as of September 11, 2015, between MSG Networks and Spinco.

6.	Employee Matters Agreement, dated as of September 11, 2015, between MSG Networks and Spinco.

7.	Equity Administration Agreement, dated as of September 11, 2015, between Spinco and Cablevision Systems Corporation.

8.	Equity Administration Agreement, to be dated on or about September 15, 2015, between Spinco and AMC Networks Inc.

9.	Media Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and New York Knicks, LLC.

10.	Media Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and New York Rangers, LLC.

11.	Media Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and Westchester Knicks, LLC.

12.	Media Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and New York Liberty, LLC.

13.	Audio Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and New York Rangers, LLC.

14.	Audio Rights Agreement, dated as of September 11, 2015, between MSG Holdings, L.P. and New York Knicks, LLC.

15.	Registration Rights Agreement, to be dated on or about September 14, 2015, by and among Spinco and The Charles F. Dolan Children Trusts.

16.	Registration Rights Agreement, to be dated on or about September 14, 2015, by and among Spinco and The Dolan Family Affiliates.

17.	Standstill Agreement, to be dated on or about September 14, 2015, between Spinco and The Dolan Family Group.

18.	NHL Transfer Consent Agreement, to be dated on or about September 28, 2015.

19.	NHL Transaction Approval Agreement, to be dated on or about September 28, 2015.

20.	NBA Transfer Consent Agreement with respect to the New York Knicks, to be dated on or about September 28, 2015.

21.	NBA Agreement and Undertaking, to be dated on or about September 28, 2015.

22.	WNBA Agreement and Undertaking, to be dated on or about September 28, 2015.

23.	NBA Release and Indemnification, to be dated on or about September 28, 2015.

24.	Trademark License Agreement, to be dated on or about September 28, 2015, between MSG Holdings, L.P. and MSG Sports & Entertainment, LLC.

25.	Advertising Sales Representation Agreement, to be dated on or about September 28, 2015, between MSG Holdings, L.P. and MSG Sports & Entertainment, LLC.

26.	Marketing Partnership Allocation Agreement, to be dated on or about September 28, 2015, between MSG Holdings, L.P. and MSG Sports & Entertainment, LLC.

Exhibit 99.2

CONTRIBUTION AGREEMENT

CONTRIBUTION AGREEMENT (this “ Agreement ”), dated as of September 11, 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).

RECITALS

WHEREAS, MSG Networks and Spinco are parties to a Distribution Agreement, dated as of September 11, 2015 (the “ Distribution Agreement ”);

WHEREAS, MSG Networks intends to distribute to its stockholders all of the common stock of Spinco (the “ Distribution ”);

WHEREAS, pursuant to the Distribution Agreement, the parties wish to cause the transactions described on Annex I (the “ Reorganization Transactions ”) to be completed including, without limitation, the assignment by MSG Holdings to Spinco or its subsidiaries of all of the issued and outstanding common stock, partnership interests and membership interests of the entities and assets and liabilities as reflected in the Reorganization Transactions (such assignments are referred to herein as the “ Assignments ”);

WHEREAS, in consideration of the Assignments, Spinco wishes to issue to MSG Holdings, and MSG Holdings wishes to receive, 900 shares of newly issued Common Stock, par value $.01 per share, of Spinco (the “ Spinco Stock ”);

WHEREAS, the parties hereto intend for Spinco to own, immediately following the Distribution, the businesses and assets described in Spinco’s registration statement on Form 10 (the “ Form 10 ”) filed with the Securities and Exchange Commission as being owned, directly or indirectly, by Spinco (the “ Spinco Assets ”); and

WHEREAS, the parties hereto intend for Spinco to assume and be responsible for, directly or indirectly, the liabilities described in the Form 10 as being liabilities, directly or indirectly, of Spinco (the “ Spinco Liabilities ”); and

WHEREAS, in order to complete the Reorganization Transactions and the Distribution, the parties desire to enter into this Agreement; and

WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Distribution Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties agree as follows:

1. Assignments . Subject to the terms of the Distribution Agreement, MSG Networks and MSG Holdings each hereby agrees to transfer and assign to Spinco, or to cause its applicable subsidiaries or affiliates to transfer and assign to Spinco, or its applicable subsidiaries or affiliates, all of the Spinco Assets, and Spinco agrees to assume, or to cause its applicable subsidiaries or affiliates to assume, the Spinco Liabilities. These transfers, assignments and assumptions are effective at or prior to the Effective Time. In furtherance of the foregoing, MSG Networks and Spinco shall take all actions necessary to cause the completion of the Reorganization Transactions to which it or any of its subsidiaries is a party. In furtherance thereof, effective as of the date of this Agreement, MSG Holdings shall make the Assignments to the subsidiaries of Spinco, and such subsidiaries of Spinco shall accept such Assignments from MSG Holdings.

2. Stock Issuance . Spinco hereby agrees to issue to MSG Holdings, effective as of the date of this Agreement, the Spinco Stock, by delivery of stock certificates therefor, pursuant to the Assignment Agreement and Stock Power, dated the date of this Agreement, between MSG Holdings and Spinco. MSG Networks and MSG Holdings acknowledge and agree that each of these stock certificates shall bear the legends contemplated by Annex II hereto.

3. Disclosure . Except as expressly provided in the Distribution Agreement or in any Ancillary Agreement, (i) none of the parties is making any representation to any other party in connection with the Reorganization Transactions, the Assignments or the Spinco Stock issuance, and (ii) Spinco is not directly assuming any liabilities under the Reorganization Transactions or the Assignments.

4. Further Assurances . Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions contemplated by this Agreement. Without limiting the foregoing sentence, the parties will take any such steps as are necessary to complete the transfer to Spinco, or its applicable subsidiaries or affiliates, of the Spinco Assets and the assumption by Spinco, or its applicable subsidiaries or affiliates, of the Spinco Liabilities.

5. Complete Agreement; Construction . This Agreement, including the Annexes hereto shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex shall prevail.

6. Ancillary Agreements . This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or the Ancillary Agreements. Without limiting the foregoing sentence, the provisions of Sections 2.13 and 2.14 of the Distribution Agreement shall apply to the Reorganization Transaction and the Assignments.

7. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

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8. Survival of Agreements . Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.

9. Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To MSG Networks and MSG Holdings:

The Madison Square Garden Company (or, after the applicable name change,

MSG Networks Inc.)

11 Penn Plaza

New York, New York 10001

Attention: President

with a copy to:

MSG Spinco, Inc. (or, after the applicable name change, The Madison Square

Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

To Spinco:

MSG Spinco, Inc. (or, after the applicable name change, The Madison Square

Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

10. Waivers . The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.

11. Amendments . Subject to the terms of Section 14 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties.

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12. Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party (whether by sale, merger or otherwise) so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.

13. Successors and Assigns . The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

14. Termination . This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of MSG Networks without the approval of Spinco or MSG Holdings or the stockholders of MSG Networks. In the event of such termination, no party shall have any liability of any kind to any other party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties.

15. Third-Party Beneficiaries . This Agreement is solely for the benefit of the parties and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

16. Title and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

17. Annexes . The Annexes shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

18. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

19. Waiver of Jury Trial . The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

20. Specific Performance . From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any

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action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

21. Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of illegal or unenforceable provisions.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


THE MADISON SQUARE GARDEN COMPANY (To be renamed MSG Networks Inc.)

/s/ James L. Dolan
Name:		James L. Dolan
Title:		Executive Chairman

MSG HOLDINGS L.P.

/s/ Donna Coleman
Name:		Donna Coleman
Title:		Interim Chief Financial Officer

MSG SPINCO, INC. (To be renamed The Madison Square Garden Company)

/s/ David O’Connor
Name:		David O’Connor
Title:		President and Chief Executive Officer

Annex I

Reorganization Transactions

1.	Transfer MSG Holdings’ interest in MSG BBLV, LLC to MSG Ventures Holdings, LLC.

2.	Transfer MSG Holdings’ interest in Entertainment Ventures, LLC to MSG Ventures Holdings, LLC.

3.	Transfer MSG Holdings’ interest in MSG TE, LLC to MSG Ventures Holdings, LLC.

4.	Transfer MSG Holdings’ interest in MSG Theatrical Ventures, LLC to MSG Ventures Holdings, LLC.

5.	Transfer MSG Holdings’ interest in MSG Chicago, LLC to MSG National Properties (f/k/a MSG Beacon, LLC).

6.	Transfer MSG Holdings’ interest in Radio City Productions LLC to MSG National Properties (f/k/a MSG Beacon, LLC).

7.	Transfer MSG Holdings’ interest in MSG Beacon, LLC (f/k/a MSG National Properties LLC) to MSG National Properties (f/k/a MSG Beacon, LLC).

8.	Transfer MSG Holdings’ interest in MSG Ventures Holdings, LLC to MSG Entertainment Holdings, LLC.

9.	Transfer MSG Holdings’ interest in MSG Winter Productions, LLC to MSG Entertainment Holdings, LLC.

10.	Transfer MSG Holdings’ interest in Fuse Media, Inc. and Fuse Media, LLC to MSG Ventures, LLC.

11.	Transfer MSG Holdings’ interest in MSG Holdings Music, LLC to MSG Sports & Entertainment, LLC.

12.	Transfer the assets of the New York Knicks from MSG Holdings, L.P. to New York Knicks, LLC.

13.	Transfer MSG Holdings’ interest in Westchester Knicks, LLC to Knicks Holdings, LLC.

14.	Transfer the assets of the New York Rangers from MSG Holdings, L.P. to New York Rangers, LLC.

15.	Transfer the assets of the Hartford Wolfpack from MSG Holdings, L.P. to Hartford Wolfpack, LLC.

16.	Transfer MSG Holdings’ interest in New York Rangers Enterprises Company to Rangers Holdings, LLC.

17.	Transfer the assets of the New York Liberty from MSG Holdings, L.P. to New York Liberty, LLC.

18.	Transfer MSG Holdings’ interest in MSG Training Center, LLC to MSG Sports, LLC.

19.	Transfer MSG Holdings’ interest in MSG Flight Operations, L.L.C. to MSG Sports, LLC.

20.	Transfer the fee simple interest in the Madison Square Garden Arena from MSG Holdings to MSG Arena, LLC.

21.	Transfer MSG Holdings’ interest in MSG Eden Realty, LLC to MSG Sports & Entertainment, LLC.

22.	Transfer MSG Holdings’ interest in MSG Interactive, LLC to MSG Sports & Entertainment, LLC.

23.	Transfer MSG Holdings’ interest in MSG Aviation LLC to MSG Sports & Entertainment, LLC.

24.	Transfer MSG Holdings’ interest in MSG Aircraft Leasing, L.L.C. to MSG Sports & Entertainment, LLC.

25.	Transfer MSG Holdings’ interest in Garden of Dreams Foundation to MSG Sports & Entertainment, LLC.

Annex II

Stock Certificate Legends

“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or any state securities or Blue Sky laws and may not be sold, transferred, pledged or otherwise disposed of without registration under the Act or such state laws or unless such sale, transfer, pledge or other disposition is exempt from registration thereunder.” ¹

“If at any time The Madison Square Garden Company ² owns, directly or indirectly, an interest in a professional sports franchise, the ownership and transfer of the shares represented by this certificate will be subject to any applicable restrictions on transfer imposed by the league or other governing body with respect to such franchise (a “League”) and to the provisions of Section A.X. of Article Fourth of the amended and restated certificate of incorporation of The Madison Square Garden Company, a copy of which, and a summary of any applicable League restrictions, are on file with the Secretary of The Madison Square Garden Company and will be furnished without charge to the holder of such shares upon written request.”

“The shares represented by this certificate are held subject to the terms of a certain Registration Rights Agreement, dated September , 2015, by and among The Madison Square Garden Company and the Dolan Children Trusts, as amended from time to time, a copy of which is on file with the Secretary of The Madison Square Garden Company, and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Registration Rights Agreement.” ³

“The shares represented by this certificate are held subject to the terms of a certain Standstill Agreement, dated September , 2015, by and among The Madison Square Garden Company and the Dolan Family Group, as amended from time to time, a copy of which is on file with the Secretary of The Madison Square Garden Company, and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Standstill Agreement.” ⁴

“The voting and transfer of the shares represented by this certificate are restricted by, and subject to the terms and conditions of, the Class B Stockholders’ Agreement, dated September , 2015, as it may be amended, a copy of which is on file with the Secretary of The Madison Square Garden Company and will be furnished without charge to the holder of such shares upon written request.” ⁵

This legend shall be removed from certificates representing Class A Common Stock, other than shares owned by certain members of the Dolan family and certain related family entities who will file a Schedule 13D with the SEC as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, prior to the distribution of those shares by MSG Networks.

²	This is the name of the issuer from and after the date of the Distribution.

³	Prior to the distribution of Class B Common Stock, $.01 par value, by MSG Networks, this legend will be placed on the certificates to be registered in the names of the Charles F. Dolan Children Trusts.

⁴	Prior to the distribution of Class B Common Stock, $.01 par value, by MSG Networks, this legend will be placed on all certificates representing Class B Common Stock covered by the Standstill Agreement and that are issued prior to the first anniversary of the date of the Distribution.

⁵	Prior to the distribution of Class B Common Stock, $.01 par value, by MSG Networks, this legend will be placed on all certificates representing Class B Common Stock.

Exhibit 99.3

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, 2015

TABLE OF CONTENTS


	Page
ARTICLE I
DEFINITIONS

Section 1.1. General		1
Section 1.2. Reference; Interpretation		3

ARTICLE II
SERVICES

Section 2.1. Services		3
Section 2.2. Standard of Service		3
Section 2.3. Additional Services		3
Section 2.4. Representative		4

ARTICLE III
LICENSES AND PERMITS

Section 3.1. Licenses and Permits		4

ARTICLE IV
PAYMENT

Section 4.1. General		4
Section 4.2. Additional Expenses		4
Section 4.3. Invoices		5
Section 4.4. Failure to Pay		5
Section 4.5. Termination of Services		6

ARTICLE V
INSURANCE MATTERS

Section 5.1. Disclaimer		6
Section 5.2. Insurance Transition		6
Section 5.3. Claims Made Policies		7
Section 5.4. Audits and Adjustments		7
Section 5.5. No Assignment or Waiver		7
Section 5.6. No Limitation on Spinco Insurance		7
Section 5.7. Scope		7


	Page
ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification by Party Receiving Services		7
Section 6.2. Indemnification by Party Providing Services		8
Section 6.3. Third Party Claims		8
Section 6.4. Indemnification Payments		10
Section 6.5. Survival		11

ARTICLE VII
COOPERATION; CONFIDENTIALITY; TITLE

Section 7.1. Good Faith Cooperation; Consents		11
Section 7.2. Confidentiality		11
Section 7.3. Internal Use; Title, Copies, Return		11

ARTICLE VIII
TERM

Section 8.1. Duration		12
Section 8.2. Early Termination by Spinco		12
Section 8.3. Early Termination by MSG Networks		12
Section 8.4. Suspension Due to Force Majeure		13
Section 8.5. Consequences of Termination		13

ARTICLE IX
RECORDS

Section 9.1. Maintenance of Records		13

ARTICLE X
DISPUTE RESOLUTION

Section 10.1. Negotiation		13
Section 10.2. Continuity of Service and Performance		14
Section 10.3. Other Remedies		14

ARTICLE XI
NOTICES

Section 11.1. Notices		14

ARTICLE XII
MISCELLANEOUS
Section 12.1. Taxes		15

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	Page
Section 12.2. Relationship of Parties		15
Section 12.3. Complete Agreement; Construction		15
Section 12.4. Counterparts		15
Section 12.5. Waivers		15
Section 12.6. Amendments		15
Section 12.7. Assignment		15
Section 12.8. Successors and Assigns		16
Section 12.9. Third Party Beneficiaries		16
Section 12.10. Governing Law		16
Section 12.11. Waiver of Jury Trial		16
Section 12.12. Specific Performance		16
Section 12.13. Severability		16
Section 12.14. Provisions Unaffected		16
Section 12.15. No Presumption		16

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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 ”).

W I T N E S S E T H:

WHEREAS, Spinco and MSG Networks have entered into a Distribution Agreement, dated as of September 11, 2015 (the “ Distribution Agreement ”), which sets forth the terms pursuant to which MSG Networks and its subsidiary MSG Holdings, L.P. (“ MSG Holdings ”), will transfer certain assets to Spinco and MSG Networks will distribute the common stock of Spinco to shareholders of MSG Networks (the “ Distribution ”); and

WHEREAS, in connection with the Distribution, and in order to ensure an orderly transition under the Distribution Agreement, it will be necessary for each of the parties to provide to the other the Services described herein for a transitional period;

NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained herein, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. General. As used in this Agreement, the following terms have the respective meanings set forth below:

“ Ancillary Agreement ” shall have the meaning assigned to that term in the Distribution Agreement.

“ Applicable Rate ” shall mean the Prime Rate (as defined below) plus three percent (3%) per annum.

“ Bankruptcy Event ” with respect to a party shall mean the filing of an involuntary petition in bankruptcy or similar proceeding against such party seeking its reorganization, liquidation or the appointment of a receiver, trustee or liquidator for it or for all or substantially all of its assets, whereupon such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such party shall (i) apply for or consent in writing to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, (ii) file a voluntary petition or admit in writing its inability to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or an arrangement with its creditors or take advantage of any insolvency law with respect to itself as debtor, or (v) file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency proceedings or any similar proceedings.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City, New York are authorized or obligated by law or executive order to close.

“ Change of Control ” of a company shall mean an event or series of events by which Dolan Family Interests shall cease at any time to have beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended) of shares of the capital stock of such company, having sufficient votes to elect (or otherwise designate) at such time a majority of the members of the board of directors of such company.

“ Dolan Family Interests ” shall mean (i) any Dolan Family Member, (ii) any trusts for the benefit of any Dolan Family Members, (iii) any estate or testamentary trust of any Dolan Family Member for the benefit of any Dolan Family Members, (iv) any executor, administrator, trustee, conservator or legal or personal representative of any Person or Persons specified in clauses (i), (ii) and (iii) above to the extent acting in such capacity on behalf of any Dolan Family Member or Members and not individually and (v) any corporation, partnership, limited liability company or other similar entity, in each case 80% of which is owned and controlled by any of the foregoing or combination of the foregoing.

“ Dolan Family Members ” shall mean Charles F. Dolan, his spouse, his descendants and any spouse of any of such descendants.

“ Loss ” shall mean any damage, claim, loss, charge, action, suit, proceeding, deficiency, tax, interest, penalty and reasonable costs and expenses related thereto (including reasonable attorneys’ fees).

“ MSG Networks Services ” shall mean those transitional services, including any Additional Services, to be provided by MSG Networks to Spinco set forth on Schedule B hereto to assist Spinco in operating Spinco’s business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be MSG Networks Services under this Agreement unless expressly agreed in writing by both parties to this Agreement.

“ Overlap Individuals ” shall mean Persons who are directors of both Spinco and MSG Networks or officers of both Spinco and MSG Networks if such officer is compensated by both companies.

“ Person ” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“ Prime Rate ” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.

“ Services ” shall mean, collectively, the Spinco Services and the MSG Networks Services.

“ Spinco Services ” shall mean those transitional services, including any Additional Services, to be provided by Spinco to MSG Networks set forth on Schedule A hereto to assist MSG Networks in operating MSG Networks’ business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Spinco Services under this Agreement unless expressly agreed in writing by both parties to this Agreement.

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“ Third-Party ” shall mean any Person who is not a party to this Agreement.

Section 1.2. Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “ include ”, “ includes ” and “ including ” when used in this Agreement shall be deemed to be followed by the phrase “ without limitation .” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “ hereof ”, “ hereby ” and “ herein ” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II

SERVICES

Section 2.1. Services. (a) Spinco shall provide to MSG Networks each Spinco Service for the term set forth opposite the description of such Spinco Service in Schedule A. Additional Services may be provided to MSG Networks by Spinco as provided in Section 2.3. At its option and with the consent of MSG Networks (which consent shall not unreasonably be withheld), Spinco may cause any Spinco Service it is required to provide hereunder to be provided by any other Person or entity that is providing, or may from time to time provide, the same or similar services for Spinco.

(b) MSG Networks shall provide to Spinco each MSG Networks Service for the term set forth opposite the description of such MSG Networks Service in Schedule B. Additional Services may be provided by MSG Networks to Spinco as provided in Section 2.3. At its option and with the consent of Spinco (which consent shall not unreasonably be withheld), MSG Networks may cause any MSG Networks Service it is required to provide hereunder to be provided by any other Person or entity that is providing, or may from time to time provide, the same or similar services for MSG Networks.

Section 2.2. Standard of Service. Spinco and MSG Networks shall maintain sufficient resources to perform their respective obligations hereunder. In performing the Services, Spinco and MSG Networks shall provide substantially the same level of service and use substantially the same degree of care as their respective personnel provided and used in providing such Services prior to completion of the Distribution for itself (but in no event less than a reasonable degree of care), subject in each case to any provisions set forth on Schedule A or Schedule B with respect to each such Service. Each party shall provide reasonable assistance to the other party in migrating the applicable Services to the recipient of such Services.

Section 2.3. Additional Services. From time to time after the date hereof, the parties may identify additional services that one party will provide to the other party in accordance with the terms of this Agreement (the “ Additional Services ”). The parties shall

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cooperate and act in good faith to agree on the terms pursuant to which any such Additional Service shall be provided and to amend Schedule A or Schedule B, as applicable, in accordance with such terms. Notwithstanding the foregoing, neither party shall have any obligation to agree to provide Additional Services.

Section 2.4. Representative. The parties shall each appoint a representative (each, a “ Representative ”) to facilitate communications and performance under this Agreement. Each party may treat an act of a Representative of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Representative had authority to so act. Each party shall have the right at any time and from time to time to replace its Representative by giving notice in writing to the other party. The initial representative of each party is as set forth on Schedule C.

ARTICLE III

LICENSES AND PERMITS

Section 3.1. Licenses and Permits. Each party warrants and covenants that all duties and obligations (including with respect to Spinco, all Spinco Services and with respect to MSG Networks, all MSG Networks Services) to be performed hereunder shall be performed in compliance with all material applicable federal, state and local laws, rules and regulations. Each party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to MSG Networks, the MSG Networks Services and with respect to Spinco, the Spinco Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.

ARTICLE IV

PAYMENT

Section 4.1. General. (a) In consideration for the provision of each of the Spinco Services, MSG Networks shall pay to Spinco the fee calculated as set forth for such Spinco Service on Schedule A.

(b) In consideration for the provision of each of the MSG Networks Services, Spinco shall pay to MSG Networks the fee as calculated as set forth for such MSG Networks Service on Schedule B.

Section 4.2. Additional Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), MSG Networks shall reimburse Spinco for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Spinco with respect to Third Parties in connection with the provision of Spinco Services to MSG Networks pursuant to the terms of this Agreement or paid by Spinco on behalf of MSG Networks; provided that if Spinco expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule A, Spinco shall use commercially reasonable efforts to provide to MSG Networks prior to the first day of such month a written notice setting forth Spinco’s reasonable estimate of the expenses it expects to incur.

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(b) In addition to the fees payable for expenses in accordance with Section 4.1(b), Spinco shall reimburse MSG Networks for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Spinco with respect to Third Parties in connection with the provision of MSG Networks Services to Spinco pursuant to the terms of this Agreement or paid by MSG Networks on behalf of Spinco; provided that if MSG Networks expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule B, MSG Networks shall use commercially reasonable efforts to provide to Spinco prior to the first day of such a month written notice setting forth MSG Networks’ reasonable estimate of the expenses it expects to incur.

Section 4.3. Invoices. (a) Spinco will invoice MSG Networks in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by MSG Networks in accordance with Section 4.1(a) for Spinco Services listed on Schedule A provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by MSG Networks in accordance with Section 4.2(a) (and enclosing invoices from the relevant Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of Spinco Services to MSG Networks during such month. Spinco shall deliver or cause to be delivered to MSG Networks each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. MSG Networks shall pay each such invoice received by electronic funds transfer as follows: in the case of clauses (i) and (ii), within twenty (20) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments; provided that Spinco delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.

(b) MSG Networks will invoice Spinco in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Spinco in accordance with Section 4.1(b) for MSG Networks Services listed on Schedule B provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Spinco in accordance with Section 4.2(b) (and enclosing invoices from such Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of MSG Networks Services to Spinco during such month. MSG Networks shall deliver or cause to be delivered to Spinco each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Spinco shall pay each such invoice received by electronic funds transfer: in the case of clauses (i) and (ii), within twenty (20) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments’ provided that MSG Networks delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.

Section 4.4. Failure to Pay. Any undisputed amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate from the due date of such amount to the date such amount is paid. Each party agrees to pay the other party’s reasonable attorneys’ fees and other costs incurred in collection of any amounts owed to such other party hereunder and

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not paid when due. Notwithstanding anything to the contrary contained herein, in the event either party fails to make a payment of any undisputed amount when due hereunder, and such failure continues for a period of thirty (30) days following delivery of notice to such non-paying party of such failure, the other party shall have the right to cease provision of such Services to such non-paying party until such overdue payment (and any applicable late payment fee accrued with respect thereto) is paid in full. Such right of the party providing services shall not in any manner limit or prejudice any of such party’s other rights or remedies in the event of the non-paying party’s failure to make payments when due hereunder, including without limitation any rights or remedies pursuant to Sections 6, 8 and 10.

Section 4.5. Termination of Services. In the event of a termination of Services pursuant to Section 8, with respect to the calendar month in which such Services cease to be provided, the recipient of such Services shall be obligated to pay a fee for such Services calculated as set forth on Schedule A or B, as applicable for the portion of the month prior to the termination. Where possible, the parties agree to work together cooperatively to seek to have terminations occur as of month ends, but this agreement shall not limit a party’s right to effect a termination in accordance with this agreement other than as of a month end.

ARTICLE V

INSURANCE MATTERS

Section 5.1. Disclaimer. Spinco does hereby, for itself and each of its subsidiaries, agree that MSG Networks and its subsidiaries and their respective directors, officers and employees shall not have any liability whatsoever as a result of the insurance policies and practices of MSG Networks and its affiliates as in effect at any time prior to the Distribution, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the selection, identity or performance of any third party administrator, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Section 5.2. Insurance Transition. MSG Networks agrees to use its commercially reasonable efforts to cause the interest and rights of Spinco and each of its subsidiaries as of the date of the Distribution as insureds, additional named insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Distribution or later if so permitted by the terms of the applicable insurance policy and assuming that such policy is then in effect) of MSG Networks in respect of periods prior to the date of the Distribution to survive the Distribution for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies. In accordance with this Agreement, MSG Networks shall transition the administration of such insurance policies and programs to Spinco and Spinco shall pay the costs and fees of MSG Networks during such transition as provided in Article IV and Schedule B. Any proceeds received by MSG Networks or any of its subsidiaries or affiliates after the date of the Distribution under such policies and programs in respect of Spinco shall be for the benefit of Spinco.

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Section 5.3. Claims Made Policies. MSG Networks agrees that if it obtains or maintains any insurance coverage after the date of the Distribution for matters occurring prior to that time (e.g., a claims made directors and officers insurance policy) it will also obtain or maintain such coverage for Spinco and its subsidiaries, subject to Spinco’s payment of the fees and costs in connection therewith as provided in this Agreement.

Section 5.4. Audits and Adjustments. Spinco agrees that it will reimburse MSG Networks under this Agreement for any additional premiums or other amounts owing to any third party as a result of any audit or similar procedure by a third party, to the extent that such additional premiums or amounts owing relate to Spinco or any of its subsidiaries during the period Spinco or such subsidiaries were covered by the relevant insurance policy.

Section 5.5. No Assignment or Waiver. This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of MSG Networks in respect of any insurance policy or any other contract or policy of insurance.

Section 5.6. No Limitation on Spinco Insurance. Nothing in this Agreement shall be deemed to restrict Spinco from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period.

Section 5.7. Scope. The provisions of this Article V shall not apply to insurance practices or policies relating to health and welfare plans or any other employee benefit arrangement. For the avoidance of doubt, the provisions of Article V apply to insurance practices and policies relating to workers’ compensation and the foregoing sentence does not limit the application of Article V to such practices and policies.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification by Party Receiving Services. (a) MSG Networks agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Spinco of Spinco Services, other than Losses resulting from Spinco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, MSG Networks shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).

(b) Spinco agrees to indemnify, defend and hold MSG Networks harmless from and against any Loss to which MSG Networks may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by MSG Networks of MSG Networks Services, other than Losses resulting from MSG Networks’ gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Spinco shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).

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Section 6.2. Indemnification by Party Providing Services. (a) Spinco agrees to indemnify, defend and hold MSG Networks harmless from and against any Loss to which MSG Networks may become subject arising out of, by reason of or otherwise in connection with, the provision hereunder by Spinco of Spinco Services to MSG Networks where such Losses resulted from Spinco ’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Spinco shall not be liable under this Section 6.2 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).

(b) MSG Networks agrees to indemnify, defend and hold Spinco harmless from and against any Loss to which Spinco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by MSG Networks of MSG Networks Services to Spinco where such Losses resulted from MSG Networks ’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, MSG Networks shall not be liable under this Section 6.2 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third Party Claim (as defined below).

Section 6.3. Third Party Claims. (a) If a claim or demand is made against MSG Networks or Spinco (each, an “ Indemnitee ”) by any Third Party (a “ Third Party Claim ”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 6.1 or Section 6.2 hereof to make such indemnification (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third Party Claim promptly and in any event by the date (the “ Outside Notice Date ”) that is the 15th Business Day after receipt by such Indemnitee of written notice of the Third Party Claim; provided , however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(b) If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party, provided , however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the

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Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided , however , that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided agreements, documents, books, records, files and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party, except to the extent that providing or causing the foregoing to be provided would constitute a waiver of any Indemnitee’s attorney-client privilege.

(c) If the Indemnifying Party acknowledges in writing responsibility under this Article VI for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; provided , however , that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim.

(d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

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(e) In the event and to the extent of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

(f) MSG Networks and Spinco shall cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, Spinco or MSG Networks, as the case may be, shall use its commercially reasonable efforts to make available to the other party, upon written request, their former and then current directors, officers, employees and agents and those of their subsidiaries as witnesses and any records or other documents within its control or which it otherwise has the ability to make available, to the extent that (i) any such Person, records or other documents may reasonably be required in connection with such defense, settlement or compromise and (ii) making such Person, records or other documents so available would not constitute a waiver of the attorney-client privilege of Spinco or MSG Networks, as the case may be. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.

(g) The remedies provided in this Article VI shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 6.4. Indemnification Payments. (a) Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or any Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article VI within 30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to, but not including the date of payment, at the Prime Rate.

(b) The amount of any claim by an Indemnitee under this Agreement shall be (i) reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Losses that gave rise to such indemnity, and (ii) increased by an amount equal to any tax cost incurred by any Indemnitee that results from receipt of payments under this Article VI.

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Section 6.5. Survival. The parties’ obligations under this Article VI shall survive the termination of this Agreement.

ARTICLE VII

COOPERATION; CONFIDENTIALITY; TITLE

Section 7.1. Good Faith Cooperation; Consents. Each party shall use commercially reasonable efforts to cooperate with the other party in all matters relating to the provision and receipt of the Services. Such cooperation shall include, but not be limited to, exchanging information, providing electronic access to systems used in connection with the Services, performing true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder. Spinco and MSG Networks shall maintain reasonable documentation related to the Services and cooperate with each other in making such information available as needed.

Section 7.2. Confidentiality. Each party shall keep confidential from Third Parties the Schedules to this Agreement and all non-public information received from the other party regarding the Services, including, without limitation, any information received with respect to products and services of Spinco or MSG Networks, and to use such information only for the purposes set forth in this Agreement unless (i) otherwise agreed to in writing by the party from which such information was received or (ii) required by applicable law or any securities exchange (in which case the parties shall cooperate in seeking to obtain a protective order or other arrangement pursuant to which the confidentiality of such information is preserved) . The covenants in this Article VII shall survive any termination of this Agreement for a period of three (3) years from the date such termination becomes effective.

Section 7.3. Internal Use; Title, Copies, Return. Except to the extent inconsistent with the express terms of the Distribution Agreement and any Ancillary Agreement other than this Agreement, each party agrees that:

(a) title to all systems used in performing any Service provided hereunder shall remain in the party providing such Service or its third party vendors; and

(b) to the extent the provision of any Service involves intellectual property, including without limitation software programs or patented or copyrighted material, or material constituting trade secrets, the recipient of such Service shall not copy, modify, reverse engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the party providing such Service; and upon the termination of any Service, the recipient of such Service shall return to the party providing such Service, as soon as practicable, any equipment or other property of the party providing such Service relating to such Service which is owned or leased by the party providing such Service and is or was in its possession or control.

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ARTICLE VIII

TERM

Section 8.1. Duration. (a) Except as provided in Sections 4.5, 6.5, 7.2, 8.2, 8.3, 8.4 and 8.5, the term of this Agreement shall commence on the date hereof and shall continue in full force and effect with respect to each Service until the earlier of (i) the expiration of the term set forth opposite the description of such Service in Schedule A or B, as applicable, unless otherwise mutually agreed by the parties and (ii) the termination of such Service in accordance with Section 4.4 or 8.1(b).

(b) Each party acknowledges that the purpose of this Agreement is for Spinco to provide the Spinco Services to MSG Networks on an interim basis until MSG Networks can perform the Spinco Services for itself, and for MSG Networks to provide the MSG Networks Services to Spinco on an interim basis until Spinco can perform the MSG Networks Services for itself. As MSG Networks becomes self-sufficient or engages other sources to provide any Spinco Service, MSG Networks shall be entitled to release Spinco from providing any or all of the Spinco Services hereunder by delivering a written notice thereof to Spinco at least twenty (20) Business Days prior to the effective date of release of such Spinco Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), Spinco shall discontinue the provision of the Spinco Services specified in such notice and any such Spinco Services shall be excluded from this Agreement, and Schedule A shall be deemed to be amended accordingly. Spinco shall also be entitled to release MSG Networks from providing any or all of the MSG Networks Services hereunder by delivering a written notice thereof to MSG Networks at least twenty (20) Business Days prior to the effective date of release of such MSG Networks Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), MSG Networks shall discontinue the provision of the MSG Networks Services specified in such notice and any such MSG Networks Services shall be excluded from this Agreement, and Schedule B shall be deemed to be amended accordingly.

Section 8.2. Early Termination by Spinco. Spinco may terminate this Agreement by giving written notice to MSG Networks under the following circumstances:

(a) if MSG Networks shall default in the performance of any of its material obligations under this Agreement, and such default or breach shall continue and not be remedied for a period of thirty (30) days after Spinco has given written notice to MSG Networks specifying such default and requiring it to be remedied;

(b) if a Bankruptcy Event has occurred with respect to MSG Networks; or

Section 8.3. Early Termination by MSG Networks. MSG Networks may terminate this Agreement by giving written notice to Spinco under the following circumstances:

(a) if Spinco shall default in the performance of any of its material obligations under this Agreement and such default shall continue and not be remedied for a period of thirty (30) days after MSG Networks has given written notice to Spinco specifying such default and requiring it to be remedied;

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(b) if a Bankruptcy Event has occurred with respect to Spinco; or

Section 8.4. Suspension Due to Force Majeure. In the event the performance by either MSG Networks or Spinco of its duties or obligations hereunder is interrupted or interfered with by reason of any cause beyond its reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, war, strike or labor disruption, rebellion, insurrection, quarantine, act of God, boycott, embargo, shortage or unavailability of supplies, riot, or governmental law, regulation or edict (collectively, “ Force Majeure Events ”), the party affected by such Force Majeure Event shall not be deemed to be in default of this Agreement by reason of its non-performance due to such Force Majeure Event, but shall give notice to the other party of the Force Majeure Event and the fee provided for in Section 4.1 shall be equitably adjusted to reflect the reduced performance. In such event, the party affected by such Force Majeure Event shall resume the performance of its duties and obligations hereunder as soon as reasonably practicable after the end of the Force Majeure Event.

Section 8.5. Consequences of Termination. In the event this Agreement expires or is terminated in accordance with this Article VIII, then (a) all Services to be provided will promptly cease, (b) each of Spinco and MSG Networks shall, upon request of the other party, promptly return or destroy all non-public confidential information received from the other party in connection with this Agreement (including the return of all information received with respect to the Services or products of Spinco or MSG Networks, as the case may be), without retaining a copy thereof (other than one copy for file purposes), and (c) each of Spinco and MSG Networks shall honor all credits and make any accrued and unpaid payment to the other party as required pursuant to the terms of this Agreement, and no rights already accrued hereunder shall be affected.

ARTICLE IX

RECORDS

Section 9.1. Maintenance of Records. Each of the parties shall create and maintain full and accurate books in connection with the provision of the Services, and all other records relevant to this Agreement, and upon reasonable notice from the other party shall make available for inspection and copy by such other party’s agents such records during reasonable business hours.

ARTICLE X

DISPUTE RESOLUTION

Section 10.1. Negotiation. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or

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constitution (but excluding any controversy, dispute or claim arising out of any agreement relating to the use or lease of real property if any Third Party is a party to such controversy, dispute or claim) (collectively, “ Agreement Disputes ”), the management of the parties shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute, provided , however , that such reasonable period shall not, unless otherwise agreed by the parties in writing, exceed 30 days from the time the parties began such negotiations.

Section 10.2. Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement during the course of any form of dispute resolution with respect to all matters not subject to such dispute, controversy or claim.

Section 10.3. Other Remedies. Nothing in this Article X shall limit the right that any party may otherwise have to seek to obtain (a) preliminary injunctive relief in order to preserve the status quo pending the resolution of a dispute or (b) temporary or permanent injunctive relief from any breach of any provisions of this Agreement.

ARTICLE XI

NOTICES

Section 11.1. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be emailed, hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To Spinco:

MSG Spinco, Inc. (or, after the applicable name change, The

Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

To MSG Networks:

The Madison Square Garden Company (or, after the applicable

name change, MSG Networks Inc.)

11 Penn Plaza

New York, New York 10001

Attention: President

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with a copy to:

MSG Spinco, Inc. (or, after the applicable name change, The

Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

ARTICLE XII

MISCELLANEOUS

Section 12.1. Taxes. Except as may otherwise be specifically provided herein, each party shall bear all taxes, duties and other similar charges (and any related interest and penalties) imposed as a result of its receipt of Services under this Agreement.

Section 12.2. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractor nor be deemed to vest any rights, interest or claims in any third parties.

Section 12.3. Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.

Section 12.4. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each party and delivered to the other party.

Section 12.5. Waivers. The failure of any party to require strict performance by the other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 12.6. Amendments. This Agreement may not be modified or amended except by an agreement in writing by each of the parties.

Section 12.7. Assignment. This Agreement shall not be assignable, in whole or in part, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.

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Section 12.8. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Section 12.9. Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 12.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

Section 12.11. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

Section 12.12. Specific Performance. Subject to Article X, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 12.13. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 12.14. Provisions Unaffected. Nothing contained in this Agreement shall affect the rights and obligations of Spinco and MSG Networks pursuant to the Distribution Agreement.

Section 12.15. No Presumption. Neither Spinco nor MSG Networks shall be deemed to be the drafter of this Agreement and no term or provision of this Agreement may be construed against any party on that basis.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the parties as of the date first herein above written.


THE MADISON SQUARE GARDEN COMPANY (To be renamed MSG Networks Inc.)

By:		/s/ James L. Dolan
		Name: James L. Dolan
		Title: Executive Chairman

MSG SPINCO, INC. (To be renamed The Madison Square Garden Company)

By:		/s/ David O’Connor
		Name: David O’Connor
		Title: President and Chief Executive Officer

Exhibit 99.4

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, 2015

TABLE OF CONTENTS


SECTION 1.	Definition of Terms		2

SECTION 2.	Allocation of Taxes and Tax-Related Losses		11

	2.1	Allocation of Taxes	11

	2.2	Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes	12

	2.3	Tax Payments	12

SECTION 3.	Preparation and Filing of Tax Returns		13

	3.1	Combined Returns	13

	3.2	Separate Returns	13

	3.3	Agent	13

	3.4	Provision of Information	13

	3.5	Special Rules Relating to the Preparation of Tax Returns	14

	3.6	Refunds, Credits, Offsets, Tax Benefits	14

	3.7	Carrybacks	15

	3.8	Amended Returns	15

	3.9	Compensatory Equity Interests	15

SECTION 4.	Tax Payments		16

	4.1	Payment of Taxes to Tax Authority	16

	4.2	Indemnification Payments	16

	4.3	Interest on Late Payments	16

	4.4	Tax Consequences of Payments	16

	4.5	Adjustments to Payments	16

	4.6	Section 336(e) Election	17

	4.7	Certain Final Determinations	18

SECTION 5.	Cooperation and Tax Contests		18

	5.1	Cooperation	18

	5.2	Notices of Tax Contests	18

	5.3	Control of Tax Contests	18

	5.4	Cooperation Regarding Tax Contests	19

SECTION 6.	Tax Records		19

	6.1	Retention of Tax Records	19

	6.2	Access to Tax Records	19

	6.3	Confidentiality	20


SECTION 7.	Representations and Covenants		20

	7.1	Covenants of Networks and Spinco	20

	7.2	Private Letter Ruling	20

	7.3	Covenants of Spinco	21

	7.4	Covenants of Networks	21

	7.5	Exceptions	22

	7.6	Injunctive Relief	23

	7.7	Further Assurances	23

SECTION 8.	General Provisions		23

	8.1	Construction	23

	8.2	Ancillary Agreements	23

	8.3	Counterparts	23

	8.4	Notices	23

	8.5	Amendments	24

	8.6	Assignment	24

	8.7	Successors and Assigns	24

	8.8	Change in Law	24

	8.9	Authorization, Etc.	24

	8.10	Termination	24

	8.11	Subsidiaries	25

	8.12	Third-Party Beneficiaries	25

	8.13	Double Recovery	25

	8.14	Titles and Headings	25

	8.15	Governing Law	25

	8.16	Waiver of Jury Trial	25

	8.17	Severability	25

	8.18	No Strict Construction; Interpretation	25

TAX DISAFFILIATION AGREEMENT

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.

RECITALS

WHEREAS, the Board of Directors of Networks determined that, based on the Corporate Business Purposes (as defined below), it is in the best interests of Networks and its stockholders to separate the businesses of Spinco, all as more fully described in Spinco’s registration statement on Form 10, from Networks’ other businesses on the terms and conditions set forth in the Distribution Agreement between Networks and Spinco dated on or about the date hereof (the “ Distribution Agreement ”);

WHEREAS, the Board of Directors of Regional MSG Holdings LLC (“ RMH ”) authorized the distribution to Networks, as the sole member of RMH, of all the Spinco Pre-Recapitalization Shares (as defined below) (the “ RMH Distribution ”) and has determined that, based on the Corporate Business Purposes, the RMH Distribution is in the best interests of RMH and its stockholder and has approved the Distribution Agreement;

WHEREAS, the Board of Directors of Networks has authorized the distribution to the holders of the issued and outstanding shares of Class A Common Stock, par value $0.01 per share, of Networks (“ Networks Class A Common Stock ”) and Class B Common Stock, par value $0.01 per share, of Networks (“ Networks Class B Common Stock ” and, together with the Networks Class A Common Stock, the “ Networks Common Stock ”) as of the record date for the distribution of all the issued and outstanding shares of Class A Common Stock, par value $0.01 per share, of Spinco (the “ Spinco Class A Common Shares ”) and Class B Common Stock, par value $0.01 per share, of Spinco (the “ Spinco Class B Common Shares ”) (each such Spinco Class A Common Share and Spinco Class B Common Share is individually referred to as a “ Spinco Share ” and collectively referred to as the “ Spinco Shares ”), respectively, on the basis of one Spinco Share for every one share of Networks Common Stock (the “ Distribution ”);

WHEREAS, Networks and Spinco intend the MSGH Contribution (as defined below) to qualify as a transaction to which sections 351(a) and 1032(a) of the Code (as defined below) apply;

WHEREAS, Networks and Spinco intend the MSGH Distribution (as defined below) to qualify, with respect to Networks, as a distribution to which section 731(a) of the Code applies;

WHEREAS, Networks and Spinco intend the Recapitalization (as defined below) to qualify as a tax-free transaction under section 368(a)(1)(E) of the Code;

WHEREAS, Networks and Spinco intend the Eden Insurance Contribution (as defined below) and Distribution to qualify for the Tax-Free Status (as defined below);

WHEREAS, the Boards of Directors of Networks and Spinco have each determined that the Distribution and the other transactions contemplated by the Distribution Agreement, and the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole stockholder, as applicable, and have approved the Distribution Agreement, and each of the Ancillary Agreements;

WHEREAS, the Parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the Spinco Group (as defined below) from the Networks Group (as defined below); and

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities for Taxes (as defined below) arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:

SECTION 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“Affiliate” has the meaning set forth in the Distribution Agreement. For the avoidance of doubt, the term “Affiliate” as it applies to Spinco shall include the Spinco Company Entities.

“Agreed Treatment” means the treatment of (i) the MSGH Contribution as a transaction to which sections 351(a) and 1032(a) of the Code apply, (ii) the MSGH Distribution with respect to Networks as a distribution to which section 731(a) of the Code applies, (iii) the Recapitalization as a tax-free transaction to which section 368(a)(1)(E) of the Code applies, and (iv) the Eden Insurance Contribution and the Distribution in accordance with the Tax-Free Status.

“Agreement” has the meaning set forth in the preamble hereof.

“Ancillary Agreements” means the agreements encompassed by such term in the Distribution Agreement.

“Assignment Agreement” means the Assignment Agreement and Stock Power between Networks and Spinco dated on or about the date hereof.

“Business Day” has the meaning set forth in the Distribution Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Combined Return” means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the Networks Group and one or more members of the Spinco Group.

“Companies” means Networks and Spinco.

“Company” means Networks or Spinco, as the context requires.

“Compensatory Equity Interests” means options, stock appreciation rights, restricted stock, restricted stock units or other rights with respect to Networks Common Stock or Spinco Shares that are granted by Networks, Spinco or any of their respective Subsidiaries in connection with employee or director compensation or other employee benefits.

“Compensatory Equity Net Share Settlements” means “net share settlement” transactions with respect to Compensatory Equity Interests between either Party (or any of their respective Subsidiaries) on the one hand and the employee (or director, as the case may be) of such Party or the other Party (or any of their respective Subsidiaries) on the other hand, in each case pursuant to the terms of the relevant agreement with respect to such Compensatory Equity Interests.

“Contribution Agreement” means the Contribution Agreement between Networks, MSGH, and Spinco dated on or about the date hereof.

“Controlling Party” means, with respect to a Tax Contest, the Person that has responsibility, control and discretion in handling, defending, settling or contesting such Tax Contest.

“Corporate Business Purposes” means the Corporate Business Purposes as set forth in the Tax Opinion Representations (including any appendices thereto) and the “Reasons for the Distribution” in Spinco’s registration statement on Form 10.

“Deconsolidation Taxes” means any Taxes imposed on any member of the Networks Group or the Spinco Group as a result of or in connection with the MSGH Contribution, the MSGH Distribution, the Eden Insurance Contribution and the Distribution (or any portion thereof), including, but not limited to, (i) MSGH Contribution Taxes, (ii) MSGH Distribution Taxes, and (iii) any Taxes imposed pursuant to or as a result of section 311 or 1502 of the Code or the Treasury Regulations thereunder (and under any applicable similar state, local or foreign law), but excluding any Transfer Taxes and Distribution Taxes.

“Disclosing Party” has the meaning set forth in Section 6.3.

“Distribution” has the meaning set forth in the recitals hereof.

“Distribution Agreement” has the meaning set forth in the recitals hereof.

“Distribution Date” has the meaning set forth in the Distribution Agreement.

“Distribution Taxes” means any Taxes arising from a Final Determination that the Eden Insurance Contribution and the Distribution failed to be tax-free to Networks in accordance with the requirements of section 355 or section 368(a)(1)(D) of the Code (including any Taxes resulting from the application of section 355(d) or (e) to the Distribution), or that any stock of Spinco failed to qualify as “qualified property” within the meaning of section 355(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failed to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code, and shall include any Taxes resulting from an election under section 336(e) of the Code in the circumstances set forth in Section 4.6 hereof.

“Due Date” has the meaning set forth in Section 4.3.

“Eden Insurance Contribution” means the contribution by Networks to Spinco of all of the outstanding common stock of Eden Insurance Company, Inc., a New York corporation, as effected pursuant to the Assignment Agreement.

“Effective Time” means 11:59 p.m., New York City time, on the Distribution Date.

“Employee Matters Agreement” means the Employee Matters Agreement by and between Networks and Spinco entered into on or about the date hereof.

“Escheat Liability” means any unclaimed property or escheat liability, including any interest, penalty, administrative charge, or addition thereto and further including all costs of responding to or defending against an audit, examination, or controversy with respect to such liability, imposed by or on behalf of a governmental entity with respect to any property or obligation (including, without limitation, uncashed checks to vendors, customers, or employees and non-refunded overpayments).

“Excess Taxes” means the excess of (x) the Taxes for which Networks Group is liable if an election is made pursuant to section 336(e) of the Code under Section 4.6 of this Agreement, over (y) the Taxes for which Networks Group is liable if such an election is not made, in each case taking into account the allocation of Taxes that is otherwise applicable in this Agreement but without regard to Section 4.6 hereof.

“Expert Law Firm” means a law firm nationally recognized for its expertise in the matter for which its opinion is sought.

“Fifty-Percent Equity Interest” means, in respect of any corporation (within the meaning of the Code), stock or other equity interests of such corporation possessing (i) at least fifty percent (50%) of the total combined voting power of all classes of stock or equity interests entitled to vote, or (ii) at least fifty percent (50%) of the total value of shares of all classes of stock or of the total value of all equity interests.

“Filer” means the Company that is responsible for filing the applicable Tax Return pursuant to Sections 3.1 or 3.2.

“Final Determination” means a determination within the meaning of section 1313 of the Code or any similar provision of state or local Tax Law.

“Group” means the Networks Group or the Spinco Group, as the context requires.

“Indemnified Party” has the meaning set forth in Section 4.5.

“Indemnifying Party” has the meaning set forth in Section 4.5.

“Interest Rate” means (x) the “Applicable Rate” as set forth in the Distribution Agreement, or (y) if higher and if with respect to a payment to indemnify for a Tax to which the “large corporate underpayment” provision within the meaning of section 6621(c) of the Code applies, such interest rate that would be applicable at such time to such “large corporate underpayment.”

“IRS” means the Internal Revenue Service.

“MSGH” means MSG Holdings, L.P., a Delaware limited partnership.

“MSGH Contribution” means the contribution by MSGH to Spinco of (i) all of MSGH’s interests in the Spinco Company Entities and (ii) approximately $1.459 billion in cash, in exchange for the Spinco Pre-Recapitalization Shares.

“MSGH Contribution Gain” means any income or gain (including in respect of Schedule C) recognized upon the MSGH Contribution.

“MSGH Contribution Taxes” means any Taxes imposed on the MSGH Contribution Gain.

“MSGH Distribution” means the distribution by MSGH to RMH of all Spinco Pre-Recapitalization Shares received by MSGH pursuant to the MSGH Contribution.

“MSGH Distribution Gain” means any gain recognized by Networks upon the MSGH Distribution from the deemed sale or exchange of unrealized receivables or inventory items (as defined in section 751(c) and (d) of the Code, respectively) of MSGH.

“MSGH Distribution Taxes” means any Taxes imposed on the Networks Distribution Gain.

“Networks” has the meaning set forth in the preamble hereof.

“Networks Business” has the meaning ascribed to the term “Networks Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group of Networks.

“Networks Class A Common Stock” has the meaning set forth in the recitals to this Agreement.

“Networks Class B Common Stock” has the meaning set forth in the recitals to this Agreement.

“Networks Common Stock” has the meaning set forth in the recitals to this Agreement.

“Networks Group” has the meaning ascribed to the term “MSG Networks Group” in the Distribution Agreement.

“Networks Indemnified Party” includes each member of the Networks Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.

“Networks Restricted Action” means any action by Networks or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.4(a); and, for the avoidance of doubt, an action shall be and remain a Networks Restricted Action even if Networks or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5(b).

“Networks Tainting Act” means any breach of a representation or covenant made by Networks in Section 7.1 of this Agreement or the taking of a Networks Restricted Action, if as a result of such breach or taking of a Networks Restricted Action a Final Determination is made that the Eden Insurance Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in section 355 and section 368(a)(1)(D) of the Code, or (ii) any stock of Spinco failing to qualify as “qualified property” within the meaning of section 355(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failing to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code.

“Non-Controlling Party” has the meaning set forth in Section 5.3(a).

“Non-Filer” means any Company that is not responsible for filing the applicable Tax Return pursuant to Sections 3.1 or 3.2.

“Other Party” has the meaning set forth in Section 4.6(b).

“Party” has the meaning set forth in the preamble hereof.

“Parties” has the meaning set forth in the preamble hereof.

“Payment Date” means (x) with respect to any U.S. federal income tax return, the date on which any required installment of estimated taxes determined under section 6655 of the Code is due, the date on which (determined without regard to extensions) filing the return determined under section 6072 of the Code is required, and the date the return is filed, and (y) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“Periodic Taxes” means Taxes imposed on a periodic basis that are not based upon or related to income or receipts. Periodic Taxes include property Taxes and similar Taxes.

“Permitted Acquisition” means any acquisition (as a result of the Distribution) of Spinco Shares solely by reason of holding Networks Common Stock, but does not include such an acquisition if such Networks Common Stock, before such acquisition, was itself acquired in a manner to which the flush language of section 355(e)(3)(A) of the Code applies (thus causing, for the avoidance of doubt, section 355(e)(3)(A)(i), (ii), (iii) or (iv) of the Code not to apply).

“Person” means any individual, corporation, company, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.

“Post-Distribution Period” means any Tax Year or other taxable period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period that begins at the beginning of the day after the Distribution Date.

“Pre-Distribution Period” means any Tax Year or other taxable period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period through the end of the day on the Distribution Date.

“Preparer” means the Company that is responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.

“Recapitalization” means the issuance of all Spinco Shares to Networks in exchange for all of Networks’ Spinco Pre-Recapitalization Shares.

“Receiving Party” has the meaning set forth in Section 6.3.

“Responsible Party” has the meaning set forth in Section 4.6(b).

“Restriction Period” means the period beginning on the Distribution Date and ending twenty-four (24) months after the Distribution Date.

“Ruling” means the private letter ruling that was issued to Networks in response to the Ruling Request.

“Ruling Request” means the request for ruling in connection with the Distribution filed by Networks with the IRS, as amended or supplemented, including any appendices and exhibits attached thereto or included therewith and including so much of the pre-submission materials submitted by Networks to the IRS, as related to the Distribution.

“Satisfactory Guidance” means either a ruling from the IRS or an Unqualified Opinion, in either case reasonably satisfactory to Networks or Spinco (as the context dictates) in both form and substance.

“Separate Return” means (a) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Networks Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Spinco Group, and (b) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Spinco Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Networks Group.

“Spinco” has the meaning set forth in the preamble hereof.

“Spinco Business” has the meaning ascribed to the term “Spinco Business” in the Tax Opinion Representations that constitutes an active trade or business (within the meaning of section 355(b) of the Code) of the separate affiliated group of Spinco.

“Spinco Class A Common Shares” has the meaning set forth in the recitals to this Agreement.

“Spinco Class B Common Shares” has the meaning set forth in the recitals to this Agreement.

“Spinco Company Entities” means, collectively, the entities listed on Schedule A of the Distribution Agreement.

“Spinco Group” has the meaning ascribed to the term “Spinco Group” in the Distribution Agreement.

“Spinco Indemnified Party” includes each member of the Spinco Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.

“Spinco Pre-Recapitalization Shares” means the single class of issued and outstanding common stock, par value $0.01 per share, of Spinco.

“Spinco Restricted Action” means any action by Spinco or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.3; and, for the avoidance of doubt, an action shall be and remain a Spinco Restricted Action even if Spinco or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5(a).

“Spinco Shares” has the meaning set forth in the recitals to this Agreement.

“Spinco Tainting Act” means a breach of the covenant made by Spinco in Section 7.1 of this Agreement or the taking of a Spinco Restricted Action, if as a result of such breach or taking of a Spinco Restricted Action a Final Determination is made that the MSGH Contribution failed to be tax-free by reason of the application of section 351(e) of the Code to the MSGH Contribution, or that the Eden Insurance Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in section 355 and section 368(a)(1)(D) of the Code, or (ii) any stock of Spinco failing to qualify as “qualified property” within the meaning of section 355(c)(2) of the Code (including as a result of the application of section 355(d) or 355(e) of the Code to the Distribution) or where applicable, failing to be stock permitted to be received without recognition of gain or loss under section 361(a) of the Code.

“Straddle Period” means any taxable period beginning on or prior to, and ending after, the Distribution Date.

“Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person. For the avoidance of doubt, the term “Subsidiary” as it applies to Spinco shall include the Spinco Company Entities.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, employment, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, any Escheat Liability, abandoned, or unclaimed property law, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing, together with any reasonable expenses, including attorneys’ fees, incurred in defending against any such tax.

“Tax Adjustment” has the meaning set forth in Section 4.7.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

“Tax Benefit” means a reduction in the Tax liability of a taxpayer (or of the Group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the Group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.

“Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose, potential or effect of redetermining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

“Tax Counsel” means the advisors listed in Schedule A.

“Tax-Free Status” means the qualification of the Eden Insurance Contribution and the Distribution (a) as a transaction described in section 355 and section 368(a)(1)(D) of the Code, (b) as a transaction in which the stock of Spinco distributed by Networks is “qualified property” for purposes of sections 355(c)(2), 355(d), 355(e) and 361(c) of the Code, and (c) a transaction in which shareholders of Networks will not recognize income, gain or loss upon the Distribution under section 355(a) of the Code (except with respect to cash received in lieu of fractional shares).

“Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit, adjustment in basis, or other attribute that may have the effect of increasing or decreasing any Tax.

“Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“Tax Opinion” means the opinion (or opinions) to be delivered by Tax Counsel to Networks in connection with the Distribution to the effect that (i) Networks will not recognize gain or loss upon the Distribution under section 355(c) or section 361(c) of the Code, and (ii) shareholders of Networks will not recognize gain or loss upon the Distribution under section 355(a) of the Code, and no amount will be included in such shareholders’ income, except in respect of cash received in lieu of fractional shares of Spinco.

“Tax Opinion Representations” means the written and signed representations delivered to Tax Counsel in connection with the Tax Opinion.

“Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“Tax Return” means any report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Tax Year” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

“Transactions” means the transactions contemplated by the Assignment Agreement, the Contribution Agreement and the Distribution Agreement and includes, for the avoidance of doubt, (i) the MSGH Contribution, (ii) the MSGH Distribution, (iii) the Recapitalization, (iv) the Eden Insurance Contribution and (v) the Distribution.

“Transfer Taxes” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, gains, stamp, duties, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party hereto or any of its Affiliates in connection with the Distribution.

“Transition Services Agreement” means the transition services agreement between Networks and Spinco dated on or about the date hereof.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

“Unqualified Opinion” means an unqualified “will” opinion of an Expert Law Firm that permits reliance by Networks or Spinco (as the context dictates). For the avoidance of doubt, an Unqualified Opinion must be based on factual representations and assumptions that are reasonably satisfactory to Networks or Spinco (as the context dictates).

SECTION 2. Allocation of Taxes and Tax-Related Losses .

2.1 Allocation of Taxes . Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:

(a) Networks shall be liable for and shall be allocated (i) any Taxes attributable to members of the Networks Group for all periods, (ii) any Taxes attributable to members of the Spinco Group for any Pre-Distribution Period, other than the Taxes listed on Schedule D, and (iii) any Taxes listed on Schedule D to the extent that the amount of such Taxes is less than or equal to the amount listed on Schedule D.

(b) Spinco shall be liable for and shall be allocated (i) any Taxes attributable to members of the Spinco Group for any Post-Distribution Period, and (ii) any Taxes listed on Schedule D to the extent that the amount of such Taxes is in excess of the amount listed on Schedule D.

(i) Any Taxes, other than Periodic Taxes, in respect of a Straddle Period shall be allocated between the Pre-Distribution Period and the Post-Distribution Period on a “closing of the books” basis by assuming that the books of the members of the Networks Group and the members of the Spinco Group were closed on the Distribution Date. Any Periodic Taxes in respect of a Straddle Period shall be allocated to the Pre-Distribution Period in an amount equal to such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period not allocated to the Pre-Distribution Period shall be allocated to the Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated.

(ii) Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.

(iii) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity.

2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes . Notwithstanding any other provision of this Agreement:

(a) Any and all Deconsolidation Taxes shall be borne by Networks.

(b) Spinco shall indemnify and hold harmless each Networks Indemnified Party from and against any liability of Networks for Distribution Taxes to the extent such Distribution Taxes are attributable to a Spinco Tainting Act, provided , however , that Spinco shall have no obligation to indemnify any Networks Indemnified Party hereunder if there has occurred, prior to such Spinco Tainting Act, a Networks Tainting Act and such Distribution Taxes are attributable to such Networks Tainting Act. It is understood and agreed that, in determining the amounts payable under this Section 2.2(b), there shall be included all costs, expenses and damages associated with shareholders litigation or controversies and any amount paid by Networks in respect of the liability of its shareholders, whether paid to its shareholders or to any Tax Authority, in connection with liability that may arise to shareholders as a result of receiving or accruing an amount payable under this Section 2.2(b), and all reasonable costs and expenses associated with such payments.

(c) Networks shall indemnify and hold harmless each Spinco Indemnified Party from and against any liability of Spinco for Distribution Taxes to the extent that Spinco is not liable for such Taxes pursuant to Section 2.2(b).

(d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to Networks.

2.3 Tax Payments . Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

SECTION 3. Preparation and Filing of Tax Returns .

3.1 Combined Returns .

(a) Networks shall be responsible for preparing and filing (or causing to be prepared or filed) all Combined Returns for any Tax Year. For any such return, Spinco shall furnish any relevant information, including pro forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the Spinco Group necessary for completing any such return in a format suitable for inclusion in such return, provided that Spinco shall have the right to review and approve items on such returns if and to the extent such items directly relate to Taxes for which Spinco would be liable under Section 2, such approval not to be unreasonably delayed, conditioned or withheld by Spinco.

(b) For the period in which the Transition Services Agreement is in effect, Spinco shall assist in the preparation of any Tax Returns which may be requested by Networks in accordance with the terms of the Transition Services Agreement (even if, for the avoidance of doubt, the responsibility for preparation such Tax Return may be allocated to Networks under other provisions of this Agreement). Nothing in this Section 3.1(b) shall be construed to affect Networks’ right or responsibility to file the Tax Returns whose filing is allocated to Networks under other provisions of this Agreement.

3.2 Separate Returns .

(a) Tax Returns to be Prepared by Networks . Networks shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the Networks Group and for which Spinco is not responsible under Section 3.2(b).

(b) Tax Returns to be Prepared by Spinco. Spinco shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the Spinco Group for any Tax Year, provided , however , that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, Networks shall have the right to review and approve such returns, such approval not to be unreasonably delayed, conditioned or withheld by Networks.

3.3 Agent . Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), Networks and Spinco (and their respective Affiliates) shall designate the other Party as its agent and attorney-in-fact to take such action (including execution of documents) as such other Party may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in Sections 3.1 and 3.2.

3.4 Provision of Information .

(a) Networks shall provide to Spinco, and Spinco shall provide to Networks, any information about members of the Networks Group or the Spinco Group, respectively, that the Preparer reasonably requires to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Preparer is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.

(b) If a member of the Spinco Group supplies information to a member of the Networks Group, or a member of the Networks Group supplies information to a member of the Spinco Group, and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.

3.5 Special Rules Relating to the Preparation of Tax Returns .

(a) In General . All Tax Returns that include any members of the Networks Group or Spinco Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Ruling Request, the Ruling, and the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations). Except as otherwise set forth in this Agreement, all Tax Returns for which Networks has the right to prepare, review, approve or file under Sections 3.1 and 3.2 shall be prepared (x) in accordance with elections, Tax accounting methods and other practices used with respect to such Tax Returns filed prior to the Distribution Date (unless such past practices are not permissible under applicable law), or (y) to the extent any items are not covered by past practices (or in the event such past practices are not permissible under applicable Tax Law), in any reasonable manner, in accordance with the preparation, review, approval and filing responsibilities of Sections 3.1 and 3.2; provided , however , that (i) each Party agrees that the Tax Returns listed in Schedule B shall not be prepared in a manner inconsistent with the requirements set forth in this Section 3.5(a) provided that such Tax Returns are prepared in the manner described in Schedule B, and (ii) in each case of (x) and (y) to the extent that a change in such elections, methods or practices could not reasonably be expected to result in any adverse impact on Networks and would not be inconsistent with applicable law, such Tax Returns shall be prepared in accordance with reasonable practices selected by Spinco.

(b) Election to File Consolidated, Combined or Unitary Tax Returns . Subject to Spinco’s reasonable approval, Networks shall elect to file any Tax Return on a consolidated, combined or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.

3.6 Refunds, Credits, Offsets, Tax Benefits

(a) Any refunds, credits, or offsets with respect to Taxes allocated to Networks pursuant to this Agreement shall be for the account of Networks. Any refunds, credits or offsets with respect to Taxes allocated to Spinco pursuant to this Agreement shall be for the account of Spinco.

(b) Networks shall forward to Spinco, or reimburse Spinco for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Spinco within fifteen (15) Business Days from receipt thereof by Networks or any of its Affiliates. Spinco shall forward to Networks, or reimburse Networks for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Networks within fifteen (15) Business Days from receipt thereof by Spinco or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the fifteen (15) Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

(c) For the avoidance of doubt, no Party shall be required to reimburse the other Party under this Section 3.6 for the use of a refund, credit or offset or other Tax Benefit, calculated by reference to the Tax allocated to the other Party, including but not limited to a “dividends received deduction” set forth under section 243 of the Code and an unincorporated business tax credit as currently provided by Section 11-604 of the New York City Administrative Code or any successor thereto, if such deduction, credit or offset is not available to reduce the Tax liability of such other Party for any Tax Year.

3.7 Carrybacks . To the extent permitted under applicable Tax Laws, the Spinco Group shall make the appropriate elections in respect of any Tax Returns to waive any option to carry back any net operating loss, any credits or any similar item from a Post-Distribution Period to any Pre-Distribution Period or to any Straddle Period. Any refund of or credit for Taxes resulting from any such carryback by a member of the Spinco Group that cannot be waived shall be payable to Spinco net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.

3.8 Amended Returns . Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Networks Group or Spinco Group may be made only by the Company (or its Affiliates) responsible for filing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same preparation, review, approval and filing rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided , however , that such consent need not be obtained if (i) the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return, or (ii) such amended Tax Return is a Tax Return listed in Schedule B and prepared in the manner as described in Schedule B.

3.9 Compensatory Equity Interests . Matters relating to Taxes and/or Tax Items with respect to Compensatory Equity Interests shall be governed by the Employee Matters Agreement.

SECTION 4. Tax Payments .

4.1 Payment of Taxes to Tax Authority . Networks shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for filing pursuant to Section 3.1 or Section 3.2, and Spinco shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for filing pursuant to Section 3.2.

4.2 Indemnification Payments .

(a) Tax Payments Made by the Networks Group . If any member of the Networks Group is required to make a payment to a Tax Authority for Taxes allocated to Spinco under this Agreement, Spinco will pay the amount of Taxes allocated to it to Networks not later than the later of (i) five (5) Business Days after receiving notification requesting such amount, and (ii) five (5) Business Days prior to the date such payment is required to be made to such Tax Authority. Notwithstanding the preceding sentence, if any member of the Networks Group has made a prepayment of Periodic Taxes that are allocated to Spinco under this Agreement, Spinco will pay the amount of such Taxes allocated to it to Networks not later than thirty (30) Business Days after the Distribution Date.

(b) Tax Payments Made by the Spinco Group. If any member of the Spinco Group is required to make a payment to a Tax Authority for Taxes allocated to Networks under this Agreement, Networks will pay the amount of Taxes allocated to it to Spinco not later than the later of (i) five (5) Business Days after receiving notification requesting such amount, and (ii) five (5) Business Days prior to the date such payment is required to be made to such Tax Authority. Notwithstanding the preceding sentence, if any member of the Spinco Group has made a prepayment of Periodic Taxes that are allocated to Networks under this Agreement, Networks will pay the amount of such Taxes allocated to it to Spinco not later than thirty (30) Business Days after the Distribution Date.

4.3 Interest on Late Payments . Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, not later than five (5) Business Days after demand for payment is made (the “ Due Date ”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at the Interest Rate. Such interest will be payable at the same time as the payment to which it relates. Interest will be calculated on the basis of a year of 365 days and the actual number of days for which due.

4.4 Tax Consequences of Payments . For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution.

4.5 Adjustments to Payments . The amount of any payment made pursuant to this Agreement shall be adjusted as follows:

(a) If the receipt or accrual of any indemnity amounts for which any Party hereto (the “ Indemnifying Party ”) is required to pay another Party (the “ Indemnified Party ”) under this Agreement causes, directly or indirectly, an increase in the taxable income of the Indemnified Party under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnified Party shall have realized the same net amount it would have realized had the payment not resulted in taxable income. For the avoidance of doubt, any liability for Taxes due to an increase in taxable income described in the immediately preceding sentence shall be governed by this Section 4.5(a) and not by Section 2.2.

(b) To the extent that Taxes for which the Indemnifying Party is required to pay to the Indemnified Party pursuant to this Agreement gives rise to a deduction, credit or other Tax Benefit (including as a result of any election set forth in Section 4.6) to the Indemnified Party or any of its Affiliates, the amount of any payment made to the Indemnified Party by the Indemnifying Party shall be decreased by taking into account any resulting reduction in Taxes actually realized by the Indemnified Party or any of its Affiliates resulting from such Tax Benefit (including as a result of any election set forth in Section 4.6). If such a reduction in Taxes of the Indemnified Party occurs following the payment made to the Indemnified Party with respect to the relevant indemnified Taxes, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized. If the Tax Benefit arising from the foregoing reduction of Taxes described in this Section 4.5(b) is subsequently decreased or eliminated, then the Indemnifying Party shall promptly pay the Indemnified Party the amount of the decrease in such Tax Benefit. This Section 4.5(b) shall not apply to the extent that Section 3.6(d) would also apply to cause recovery of the same amounts to the Indemnifying Party.

4.6 Section 336(e) Election .

(a) Networks and Spinco shall make a protective election under section 336(e) of the Code (and any similar election under state or local law) with respect to the Distribution in accordance with Treasury Regulations section 1.336-2(h) and (j) (and any applicable provisions under state and local law), provided that Spinco shall indemnify Networks for any cost to the Networks Group of making such an election (but it being understood that any such cost arising from Taxes shall be limited to Excess Taxes). Networks and Spinco shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures (including filing or amending any Tax Returns to implement an election that becomes effective). This Section 4.6 is intended to constitute a binding, written agreement to make an election under section 336(e) of the Code with respect to the Distribution.

(b) If Taxes are allocated to a Party (the “ Responsible Party ”) as a result of any election set forth in Section 4.6, then to the extent that such Taxes give rise to a Tax Benefit, other than a refund, credit or offset as described in Section 3.6(b), to the other Party (the “ Other Party ”) or any of its Affiliates, and such Tax Benefit results in an actual reduction in Taxes (determined on a with and without basis) of the Other Party or any of its Affiliates in any Tax Year, the Other Party shall pay to the Responsible Party in the relevant Tax Year an amount equal to such reduction in Taxes (determined on a with and without basis); provided , however , that this provision shall not apply to the extent that the actual reduction in Taxes for the relevant Tax Year and any unpaid reduction in Taxes for all prior Tax Years is less than $50,000.

4.7 Certain Final Determinations . If an adjustment (a “ Tax Adjustment ”) pursuant to a Final Determination in a Tax Contest initiated by a Tax Authority results in a Tax greater than the Tax shown on the relevant Tax Return for any Pre-Distribution Period, the Indemnified Party shall pay to the Indemnifying Party an amount equal to any Tax Benefit as and when actually realized by such Indemnified Party as a result of such Tax Adjustment. The Parties agree that if an Indemnified Party is required to make a payment to an Indemnifying Party pursuant to this Section 4.7, the Parties shall negotiate in good faith to set off the amount of such payment against any indemnity payments owed by the Indemnifying Party to the Indemnified Party, taking into account time value and similar concepts as appropriate.

SECTION 5. Cooperation and Tax Contests .

5.1 Cooperation . In addition to the obligations enumerated in Sections 3.4 and 5.4, Networks and Spinco will cooperate (and cause their respective Subsidiaries and Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

5.2 Notices of Tax Contests . Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (i) Taxes for which it is or may be indemnified by such other Company hereunder or (ii) Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided , however , that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.

5.3 Control of Tax Contests .

(a) Controlling Party. Subject to the limitations set forth in Section 5.3(b), each Filer (or the appropriate member of its Group) shall, at its own cost and expense, be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company is responsible for filing (or causing to be filed) pursuant to Section 3 of this Agreement (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a), that Networks shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Non-Filer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “ Non-Controlling Party .” Notwithstanding the immediately preceding sentence, if a Non-Filer (x) acknowledges to the Filer in writing its full liability under this Agreement to indemnify for any Tax, and (y) provides to the Filer evidence (that is satisfactory to the Filer as determined in the Filer’s reasonable discretion) of the Non-Filer’s financial readiness and capacity to make such indemnity payment, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Filer shall be the Controlling Party (subject to Section 5.3(b)) and the Filer shall be treated as the Non-Controlling Party.

(b) Non-Controlling Party Participation Rights . With respect to a Tax Contest of any Tax Return that could result in a Tax liability that is allocated under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest and to provide comments and suggestions to the Controlling Party, such comments and suggestions not to be unreasonably rejected, (ii) the Controlling Party shall keep the Non-Controlling Party updated and informed, and shall consult with the Non-Controlling Party, (iii) the Controlling Party shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Controlling Party shall not settle or compromise such Tax Contest without the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld).

5.4 Cooperation Regarding Tax Contests . The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party or Parties to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Parties shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. Spinco shall assist Networks, and Networks shall assist Spinco, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party or Parties shall reimburse the Indemnified Party or Parties for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.

SECTION 6. Tax Records .

6.1 Retention of Tax Records . Each of Networks and Spinco shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession, and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statute of limitations, as extended, and (y) seven years after the Distribution Date.

6.2 Access to Tax Records . Spinco shall make available, and cause its Subsidiaries to make available, to members of the Networks Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period or Post-Distribution Period and which is reasonably necessary for the preparation, review, approval or filing of a Tax Return by a member of the Networks Group or any of their Affiliates or with respect to any Tax Contest with respect to such return. Networks shall make available, and cause its Subsidiaries to make available, to members of the Spinco Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation, review, approval or filing of a Tax Return by a member of the Spinco Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.

6.3 Confidentiality . Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and shared by and among the Parties in carrying out the intent of this Agreement, except as may otherwise be necessary in connection with the filing of Tax Returns or any administrative or judicial proceedings relating to Taxes or unless disclosure is compelled by a governmental authority. Information and documents of one Party (the “ Disclosing Party ”) shall not be deemed to be confidential for purposes of this Section 6.3 to the extent that such information or document (i) is previously known to or in the possession of the other Party or Parties (the “ Receiving Party ”) and is not otherwise subject to a requirement to be kept confidential, (ii) becomes publicly available by means other than unauthorized disclosure under this Agreement by the Receiving Party or (iii) is received from a third party without, to the knowledge of the Receiving Party after reasonable diligence, a duty of confidentiality owed to the Disclosing Party.

SECTION 7. Representations and Covenants .

7.1 Covenants of Networks and Spinco .

(a) Networks hereby covenants that, to the fullest extent permissible under U.S. federal income and state Tax Laws, it will, and will cause the members of the Networks Group to, treat the applicable Transactions in accordance with the Agreed Treatment. Spinco hereby covenants that, to the fullest extent permissible under U.S. federal income and state Tax Laws, it will, and will cause each Subsidiary of Spinco to, treat the applicable Transactions in accordance with the Agreed Treatment.

(b) Networks further covenants that, as of and following the date hereof, Networks shall not and shall cause the members of the Networks Group not to take any action that (or fail to take any action the omission of which) would be inconsistent with the applicable Transactions qualifying for the Agreed Treatment or that would preclude the applicable Transactions from qualifying for the Agreed Treatment.

(c) Spinco further covenants that, as of and following the date hereof, Spinco shall not and shall cause its Subsidiaries not to take any action that (or fail to take any action the omission of which) would be inconsistent with the applicable Transactions qualifying for the Agreed Treatment or that would preclude the applicable Transactions from qualifying for the Agreed Treatment.

7.2 Private Letter Ruling . Networks represents that it has provided Spinco with a copy of the Ruling and the Ruling Request submitted on or prior to the Distribution Date, and agrees to provide Spinco with copies of any additional documents submitted to the IRS relating to the Ruling Request and prepared after the Distribution Date prior to the submission of such documents to the IRS in connection with the Distribution.

7.3 Covenants of Spinco .

(a) Without limiting the generality of the provisions of Section 7.1, Spinco, on behalf of itself and its Subsidiaries, agrees and covenants that Spinco and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Spinco’s ceasing to be engaged in the active conduct of the Spinco Business with the result that Spinco is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Spinco) any of Spinco’s outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Spinco that would affect the relative voting rights of separate classes of Spinco’s stock or would convert one class of Spinco’s stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate Spinco, (v) merge Spinco with any other corporation (other than in a transaction that does not affect the relative shareholding of Spinco shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Spinco and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Spinco Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock of Spinco representing a Fifty-Percent Equity Interest in Spinco (as determined for purposes of section 355(e) of the Code), other than a Permitted Acquisition.

7.4 Covenants of Networks .

(a) Without limiting the generality of the provisions of Section 7.1, Networks, on behalf of itself and each member of the Networks Group, agrees and covenants that Networks and each member of the Networks Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Networks’ ceasing to be engaged in the active conduct of the Networks Business with the result that Networks is not engaged in the active conduct of a trade or business within the meaning of section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Networks) any of Networks’ outstanding stock, other than through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.4(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Networks that would affect the relative voting rights of separate classes of Networks’ stock or would convert one class of Networks’ stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate Networks, (v) merge Networks with any other corporation (other than in a transaction that does not affect the relative shareholding of Networks shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Networks and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Networks Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock of Networks representing a Fifty-Percent Equity Interest in Networks (as determined for purposes of section 355(e) of the Code).

(b) Nothing in this Section 7 shall be construed to give Spinco or any Affiliates of Spinco any right to remedies other than indemnification for any increase in the actual Tax liability (and/or decrease in Tax Benefit) of Spinco or any Affiliate of Spinco that results from Networks Group’s failure to comply with the covenants and representations in this Section 7.

7.5 Exceptions .

(a) Exceptions with Respect to Spinco.

(i) Notwithstanding Section 7.3 above, Spinco or any of its Subsidiaries may take a Spinco Restricted Action if Networks consents in writing to such Spinco Restricted Action, or if Spinco provides Networks with Satisfactory Guidance concluding that such Spinco Restricted Action will not alter the Tax-Free Status of the Distribution in respect of Networks and Networks’ shareholders.

(ii) Spinco and each of its Subsidiaries agree that Networks and each Networks Affiliate are to have no liability for any Tax resulting from any Spinco Restricted Actions permitted pursuant to this Section 7.5(a) and, subject to Section 2.2, agree to indemnify and hold harmless each Networks Indemnified Party against any such Tax. Spinco shall bear all costs incurred by it, and all reasonable costs incurred by Networks, in connection with requesting and/or obtaining any Satisfactory Guidance.

(b) Exceptions with Respect to Networks.

(i) Notwithstanding Section 7.4(a) above, Networks or any of its Subsidiaries may take a Networks Restricted Action if Spinco consents in writing to such Networks Restricted Action, or if Networks provides Spinco with Satisfactory Guidance concluding that such Networks Restricted Action will not alter the Tax-Free Status of the Distribution in respect of Spinco and Spinco’s shareholders.

(ii) Networks and each of its Subsidiaries agree that Spinco and each Spinco Affiliate are to have no liability for any Tax resulting from any Networks Restricted Actions permitted pursuant to this Section 7.5(b) and, subject to Section 2.2, agree to indemnify and hold harmless each Spinco Indemnified Party against any such Tax. Networks shall bear all costs incurred by it, and all reasonable costs incurred by Spinco, in connection with requesting and/or obtaining any Satisfactory Guidance.

7.6 Injunctive Relief . For the avoidance of doubt, Networks shall have the right to seek injunctive relief to prevent Spinco or any of its Subsidiaries from taking any action that is not consistent with the covenants of the Spinco or any of its Subsidiaries under Section 7.1 or 7.3.

7.7 Further Assurances . For the avoidance of doubt, (i) neither Networks nor a member of the Networks Group shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of Spinco or any of its Subsidiaries, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling, and (ii) neither Spinco nor any of its Subsidiaries shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of Networks or a member of the Networks Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling.

SECTION 8. General Provisions .

8.1 Construction . This Agreement shall constitute the entire agreement (except insofar and to the extent that it specifically and expressly references the Distribution Agreement and any other Ancillary Agreement) between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

8.2 Ancillary Agreements . This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or any other Ancillary Agreement.

8.3 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

8.4 Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To Networks:

The Madison Square Garden Company (or, after the applicable name change, MSG Networks, Inc.)

11 Penn Plaza

New York, New York 10001

Attention: President

with copy to:

MSG Spinco, Inc. (or, after the applicable name change, The Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

To Spinco:

MSG Spinco, Inc. (or, after the applicable name change, The Madison Square Garden Company)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

8.5 Amendments . This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

8.6 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that, subject to compliance with Section 7, if applicable, either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

8.7 Successors and Assigns . The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

8.8 Change in Law . Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.

8.9 Authorization, Etc . Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.

8.10 Termination . This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Networks without the approval of Spinco or the stockholders of Networks. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.

8.11 Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.

8.12 Third-Party Beneficiaries . Except with respect to Networks Indemnified Parties and Spinco Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any Spinco Indemnified Parties any rights or remedies against Spinco hereunder, and this Agreement is not intended to confer upon any Networks Indemnified Parties any rights or remedies against Networks hereunder.

8.13 Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

8.14 Titles and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

8.15 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

8.16 Waiver of Jury Trial . The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.

8.17 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

8.18 No Strict Construction; Interpretation .

(a) Each of Networks and Spinco acknowledges that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.

(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the respective officers as of the date set forth above.


THE MADISON SQUARE GARDEN COMPANY (To be renamed MSG Networks Inc.)

By:	/s/ James L. Dolan
	Name:	James L. Dolan
	Title:	Executive Chairman


MSG SPINCO, INC. (To be renamed The Madison Square Garden Company)

By:	/s/ David O’Connor
	Name:	David O’Connor
	Title:	President & Chief Executive Officer

[Signature Page to Tax Disaffiliation Agreement]

Exhibit 99.5

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, 2015

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS
ARTICLE I DEFINITIONS

Section 1.1	Definitions	1
Section 1.2	General Interpretive Principles	8

ARTICLE II GENERAL PRINCIPLES
ARTICLE II GENERAL PRINCIPLES

Section 2.1	Assumption and Retention of Liabilities; Related Assets	8
Section 2.2	Spinco Participation in MSG Networks Plans	10
Section 2.3	Service Recognition	10

ARTICLE III U.S. QUALIFIED DEFINED BENEFIT PLAN
ARTICLE III U.S. QUALIFIED DEFINED BENEFIT PLAN

Section 3.1	Transfer of Cash Balance Pension Plan to Spinco.	12
Section 3.2	Cash Balance Pension Plan Freeze	12
Section 3.3	MSG Networks Participant Credit	12

ARTICLE IV U.S. QUALIFIED DEFINED CONTRIBUTION PLANS

Section 4.1	401(k) Plan	12
Section 4.2	Stock Investment Options	13
Section 4.3	Investments and Benefits Committee	13

ARTICLE V NONQUALIFIED PLANS
ARTICLE V NONQUALIFIED PLANS

Section 5.1	Excess Cash Balance Pension Plan	13
Section 5.2	Excess Retirement Plan.	14
Section 5.3	Excess 401(k) Savings Plan	14
Section 5.4	Transferred Employees	15
Section 5.5	No Separation from Service	15

ARTICLE VI U.S. HEALTH AND WELFARE PLANS
ARTICLE VI U.S. HEALTH AND WELFARE PLANS

Section 6.1	Health and Welfare Plans Maintained by MSG Networks Prior to the Distribution Date.	15
Section 6.2	Flexible Spending Accounts Plan	16
Section 6.3	Legal Plan	16
Section 6.4	COBRA and HIPAA	16

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		Page
Section 6.5	Liabilities	17
Section 6.6	Time-Off Benefits	18
Section 6.7	Severance Pay Plans	18

ARTICLE VII EQUITY COMPENSATION
ARTICLE VII EQUITY COMPENSATION

Section 7.1	Equity Compensation	18
Section 7.2	Taxes and Withholding	19
Section 7.3	Cooperation	21
Section 7.4	SEC Registration	21
Section 7.5	Savings Clause	21

ARTICLE VIII ADDITIONAL COMPENSATION AND BENEFITS MATTERS
ARTICLE VIII ADDITIONAL COMPENSATION AND BENEFITS MATTERS

Section 8.1	Cash Incentive Awards	21
Section 8.2	Individual Arrangements	23
Section 8.3	Non-Competition	24
Section 8.4	Collective Bargaining	24
Section 8.5	Union Dues; Severance and Fringe Benefits	24
Section 8.6	Director Programs	24
Section 8.7	Sections 162(m)/409A	24
Section 8.8	2015 Administrative Bonus	24

ARTICLE IX INDEMNIFICATION
ARTICLE IX INDEMNIFICATION

Section 9.1	Indemnification	25

ARTICLE X GENERAL AND ADMINISTRATIVE
ARTICLE X GENERAL AND ADMINISTRATIVE

Section 10.1	Sharing of Information	25
Section 10.2	Reasonable Efforts/Cooperation	25
Section 10.3	Non-Termination of Employment; No Third-Party Beneficiaries	26
Section 10.4	Consent of Third Parties	26
Section 10.5	Access to Employees	26
Section 10.6	Beneficiary Designation/Release of Information/Right to Reimbursement	27
Section 10.7	Not a Change in Control	27

ARTICLE XI MISCELLANEOUS
ARTICLE XI MISCELLANEOUS

Section 11.1	Effect If Distribution Does Not Occur	27
Section 11.2	Complete Agreement; Construction	27
Section 11.3	Counterparts	27
Section 11.4	Survival of Agreements	27

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		Page
Section 11.5	Notices	27
Section 11.6	Waivers	28
Section 11.7	Amendments	28
Section 11.8	Assignment	28
Section 11.9	Successors and Assigns	28
Section 11.10	Subsidiaries	28
Section 11.11	Title and Headings	28
Section 11.12	Governing Law	28
Section 11.13	Waiver of Jury Trial	28
Section 11.14	Specific Performance	29
Section 11.15	Severability	29

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Exhibits


Exhibit A		MSG Networks Retained Retirement Plans
Exhibit B		Spinco Retained Retirement Plans
Exhibit C		MSG Networks Retained Multi-Employer Benefit Plans
Exhibit D		Spinco Retained Multi-Employer Benefit Plans
Exhibit E		MSG Networks Health & Welfare Plans
Exhibit F		MSG Networks Union Relationships
Exhibit G		Spinco Union Relationships

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EMPLOYEE MATTERS AGREEMENT

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 ”).

RECITALS

WHEREAS , the Board of Directors of MSG Networks has determined that it is in the best interests of MSG Networks to separate the Spinco Business and the MSG Networks Business into two public companies, on the terms and subject to the conditions set forth in the Distribution Agreement (as defined below);

WHEREAS , in order to effectuate the foregoing, MSG Networks and Spinco have entered into a Distribution Agreement, dated as of September 11, 2015 (the “ Distribution Agreement ”), pursuant to which and subject to the terms and conditions set forth therein, the Spinco Business shall be separated from the MSG Networks Business, and all of the issued and outstanding Class A Common Stock, par value $0.01 per share, of Spinco and Class B Common Stock, par value $0.01 per share, of Spinco (collectively, the “ Spinco Common Stock ”) beneficially owned by MSG Networks shall be distributed (the “ Distribution ”) on a pro rata basis to the holders of the issued and outstanding Class A Common Stock, par value $0.01 per share, of MSG Networks and Class B Common Stock, par value $0.01 per share, of MSG Networks (collectively, the “ MSG Networks Common Stock ”); and

WHEREAS , MSG Networks and Spinco have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans, programs and arrangements, and certain employment matters between and among them.

NOW , THEREFORE , in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ 401(k) Plans ” shall have the meaning ascribed thereto in Section 4.1 of this Agreement.

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“ Action ” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

“ Agreement ” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits hereto, and all amendments made hereto from time to time.

“ Asset ” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wherever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

“ Cash Balance Pension Plan ” means the MSG Holdings, L.P. Cash Balance Pension Plan or any successor thereto.

“ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Control ” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.

“ Distribution ” shall have the meaning ascribed thereto in the recitals to this Agreement, as the same is further described in the Distribution Agreement.

“ Distribution Agreement ” shall have the meaning ascribed thereto in the recitals to this Agreement.

“ Distribution Date ” shall have the meaning ascribed thereto in the Distribution Agreement.

“ DOL ” means the U.S. Department of Labor.

“ Effective Date ” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.

“ Equity Compensation ” means, collectively, the MSG Networks Options, MSG Networks RSUs, Spinco Options, and Spinco RSUs.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Fixed Performance Awards ” shall have the meaning ascribed thereto in Section 8.1(a) of this Agreement.

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“ Former MSG Networks Employee ” means:

with respect to an individual whose MSG Networks Group employment terminated prior to the Distribution Date, any such individual whose last position was in the Media division (including, without limitation, Fuse); and

ii.

with respect to an individual whose MSG Networks Group employment terminated on or after the Distribution Date, any former employee of any member of the MSG Networks Group.

Any individual who is an employee of any member of the Spinco Group on the Distribution Date or a Former Spinco Employee shall not be a Former MSG Networks Employee.

“ Former Spinco Employee ” means:

with respect to an individual whose MSG Networks Group employment terminated prior to the Distribution Date, any such individual whose last position was not in the Media division; and

ii.

with respect to an individual whose Spinco Group employment terminated on or after the Distribution Date, any former employee of any member of the Spinco Group.

Any individual who is an employee of any member of the MSG Networks Group on the Distribution Date or a Former MSG Networks Employee shall not be a Former Spinco Employee.

“ Governmental Authority ” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE, NASDAQ or other regulatory, administrative or governmental authority.

“ Group ” means the MSG Networks Group and/or the Spinco Group, as the context requires.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“ Information ” shall mean all information, whether in written, oral, electronic or other tangible or intangible form, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.

“ IRS ” means the U.S. Internal Revenue Service.

“ Law ” means all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the U.S., any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

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“ Liabilities ” means all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third-party administrators and costs related thereto or to the investigation or defense thereof.

“ Loss ” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.

“ MSG Networks ” shall have the meaning ascribed thereto in the preamble to this Agreement.

“ MSG Networks Business ” means all businesses and operations conducted by the MSG Networks Group from time to time, whether prior to, at or after the Distribution Date, other than the Spinco Business.

“ MSG Networks Common Stock ” shall have the meaning ascribed thereto in the recitals to this Agreement.

“ MSG Networks Compensation Committee ” means the Compensation Committee of the Board of Directors of MSG Networks.

“ MSG Networks Director ” means any individual who is a current or former non-employee director of MSG Networks as of the Distribution Date.

“ MSG Networks Employee ” means any individual who, immediately following the Distribution Date, will be employed by MSG Networks or any member of the MSG Networks Group in a capacity considered by MSG Networks to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“ MSG Networks Flexible Spending Accounts Plan ” shall have the meaning ascribed thereto in Section 6.2 of this Agreement.

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“ MSG Networks Group ” means, as of the Distribution Date, MSG Networks and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The MSG Networks Group shall not include any member of the Spinco Group.

“ MSG Networks Health & Welfare Plans ” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.

“ MSG Networks Liabilities ” means all Liabilities assumed or retained by any member of the MSG Networks Group pursuant to this Agreement.

“ MSG Networks Option ” means an option to buy MSG Networks Class A Common Stock granted pursuant to an MSG Networks Share Plan (including the options adjusted for the Distribution) and outstanding as of the Distribution Date.

“ MSG Networks Participant ” means any individual who, immediately following the Distribution Date, is an MSG Networks Employee, a Former MSG Networks Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

“ MSG Networks Plan ” means any Plan sponsored, maintained or contributed to by MSG Networks or any of its Subsidiaries, including the MSG Networks Retained Retirement Plans, MSG Networks Share Plans, MSG Networks Flexible Spending Accounts Plan, MSG Networks Retiree Medical Program, MSG Networks Health & Welfare Plans and MSG Networks Retained Multi-Employer Benefit Plans, but excluding the MSG Holdings, L.P. Cash Balance Pension Plan and the Retirement Plan for Licensed Ushers and Ticket Takers Local No. 176 of the Service Employees’ International Union, AFL-CIO.

“ MSG Networks Retained Multi-Employer Benefit Plans ” means the multi-employer plans that are listed on Exhibit C .

“ MSG Networks Retained Retirement Plans ” means the retirement plans that are listed on Exhibit A.

“ MSG Networks RSU ” means a restricted stock unit representing an unfunded and unsecured promise to deliver a share of MSG Networks Class A Common Stock, or cash or other property equal in value to the share of MSG Networks Class A Common Stock, that is granted pursuant to an MSG Networks Share Plan and outstanding as of the Distribution Date.

“ MSG Networks Share Plans ” means, collectively, any stock option or stock incentive compensation plan or arrangement, including equity award agreements, maintained before the Distribution Date for employees, officers or non-employee directors of MSG Networks or its Subsidiaries or affiliates, as amended.

“ MSG Networks Stock Investment Option ” means the unitized stock fund investment option offered under the MSG Holdings, L.P. 401(k) Savings Plan, with a value based on the value of MSG Networks Common Stock and the cash liquidity component.

“ NASDAQ ” means The NASDAQ Stock Market LLC.

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“ NYSE ” means the New York Stock Exchange.

“ Participating Company ” means MSG Networks and any Person (other than an individual) participating in an MSG Networks Plan.

“ Party ” and “ Parties ” shall have the meanings ascribed thereto in the preamble to this Agreement.

“ Person ” means any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or governmental, or any agency or political subdivision thereof.

“ Plan ” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), entered into, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).

“ Service Crediting Date ” shall have the meaning ascribed thereto in Section 2.3(b)(i) of this Agreement.

“ Spinco ” shall have the meaning ascribed thereto in the preamble to this Agreement.

“ Spinco Business ” means all businesses and operations conducted by the Spinco Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the Spinco Group as more fully described in the Spinco Information Statement and excluding the MSG Networks Business.

“ Spinco Common Stock ” shall have the meaning ascribed thereto in the recitals to this Agreement.

“ Spinco Director ” means any individual who is a current non-employee director of Spinco as of the Distribution Date.

“ Spinco Employee ” means any individual who, immediately following the Distribution Date, will be employed by Spinco or any member of the Spinco Group in a capacity considered by Spinco to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

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“ Spinco Excess 401(k) Savings Plan ” shall have the meaning ascribed thereto in Section 5.3(a) .

“ Spinco Excess Cash Balance Plan ” shall have the meaning ascribed thereto in Section 5.1(a) .

“ Spinco Excess Retirement Plan ” shall have the meaning ascribed thereto in Section 5.1(a) of this Agreement.

“ Spinco Flexible Spending Accounts Plan ” shall have the meaning ascribed thereto in Section 6.2 of this Agreement.

“ Spinco Group ” means, as of the Distribution Date, Spinco and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The Spinco Group shall not include any member of the MSG Networks Group.

“ Spinco Health & Welfare Plans ” shall have the meaning ascribed thereto in Section 6.1 of this Agreement.

“ Spinco Information Statement ” means the definitive information statement distributed to holders of MSG Networks Common Stock in connection with the Distribution and filed with the Securities and Exchange Commission (the “ SEC ”) as Exhibit 99.1 to the registration statement on Form 10 filed with the Commission to effect the registration of the Spinco Class A Common Shares pursuant to the Securities Exchange Act of 1934, as amended, or as an exhibit to a Form 8-K of Spinco.

“ Spinco Liabilities ” means all Liabilities assumed or retained by any member of the Spinco Group pursuant to this Agreement.

“ Spinco Option ” means an option to buy Spinco Class A Common Stock granted pursuant to a Spinco Share Plan and granted in connection with the Distribution.

“ Spinco Participant ” means any individual who, immediately following the Distribution Date, is a Spinco Employee, a Former Spinco Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

“ Spinco Plan ” means any Plan sponsored, maintained or contributed to by any member of the Spinco Group, including the Spinco Retained Retirement Plans, Spinco Share Plans, Spinco Flexible Spending Accounts Plan, the Spinco Retiree Medical Program, Spinco Health & Welfare Plans and Spinco Retained Multi-Employer Benefit Plans.

“ Spinco Retained Multi-Employer Benefit Plans ” means the multi-employer plans that are listed on Exhibit D .

“ Spinco Retained Retirement Plans ” means the retirement plans that are listed on Exhibit B .

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“ Spinco RSU ” means a restricted stock unit representing an unfunded and unsecured promise to deliver a share of Spinco Class A Common Stock, or cash or other property equal in value to the share of Spinco Class A Common Stock, that is granted pursuant to a Spinco Share Plan and granted in connection with the Distribution.

“ Spinco Share Plans ” means the Spinco 2015 Employee Stock Plan, Spinco 2015 Stock Plan For Non-Employee Directors and any stock plan or stock incentive arrangement, including equity award agreements, entered into by Spinco in connection with the Distribution.

“ Spinco Stock Investment Option ” means the unitized stock fund investment option to be offered under the MSG Networks 401(k) Savings Plan, with a value based on the value of Spinco Common Stock and the cash liquidity component, subject to the limitations set forth in Section 4.2(b) .

“ Subsidiary ” has the same meaning as provided in the Distribution Agreement.

“ Transition Period ” means, with respect to each MSG Networks Plan in which any Spinco Group member is a Participating Company, the period of time beginning on the Distribution Date and ending on the date Spinco establishes a corresponding Plan and allows participation in such Plan, which shall be no later than the Effective Date. The Transition Period may be extended beyond the Effective Date if both Parties agree to the extension, and such agreement shall not be unreasonably withheld.

“ Transition Period End Date ” means the last day of each applicable Transition Period.

“ U.S. ” means the United States of America.

Section 1.2 General Interpretive Principles . Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Assumption and Retention of Liabilities; Related Assets .

(a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Networks shall, or shall cause one or more members of the MSG Networks Group to, assume or retain and MSG Networks hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Networks Plans ( provided that, as between MSG Networks and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all

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Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Networks Employees, Former MSG Networks Employees, MSG Networks Directors, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the MSG Networks Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Networks Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the MSG Networks Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Networks or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Networks Group as provided for in this Section 2.1(a) are intended to be MSG Networks Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Networks Group include the retirement benefits and health and welfare plan benefits under the MSG Networks Plans for all MSG Networks Employees, Former MSG Networks Employees, their dependents, beneficiaries, alternate payees and surviving spouses.

(b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all Spinco Employees, Former Spinco Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the Spinco Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Spinco Group), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement.

(c) From time to time after the Distribution, Spinco shall promptly reimburse MSG Networks, upon MSG Networks’ presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Networks or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries.

(d) From time to time after the Distribution, MSG Networks shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Networks shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Networks or any of its Subsidiaries.

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Section 2.2 Spinco Participation in MSG Networks Plans .

(a) During the Transition Period . Except for the MSG Networks Plans described in Articles III , V , VII and VIII herein, until the Transition Period End Date, Spinco and each member of the Spinco Group that presently participates in a particular MSG Networks Plan may continue to be a Participating Company in such MSG Networks Plan, and MSG Networks and Spinco shall take all necessary action to effectuate each such continuation. Spinco and each member of the Spinco Group shall pay MSG Networks for any Spinco Employee or Former Spinco Employee’s participation in the MSG Networks Plans.

(b) After the Transition Period . Except as otherwise expressly provided for in this Agreement, effective as of the Transition Period End Date, Spinco and each member of the Spinco Group shall cease to be a Participating Company in the corresponding MSG Networks Plan, and MSG Networks and Spinco shall take all necessary action to effectuate each such cessation.

Section 2.3 Service Recognition .

(a) Pre-Distribution Service Credit . Spinco shall give each Spinco Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any Spinco Plan for such Spinco Participant’s service with any member of the MSG Networks Group prior to the Distribution Date to the same extent such service was recognized by the corresponding MSG Networks Plans immediately prior to the Distribution Date; provided , however , that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.

(b) Post-Distribution Service Crediting for the MSG Networks Retained Retirement Plans and Spinco Retained Retirement Plans . Each of MSG Networks and Spinco (acting directly or through their respective Subsidiaries) shall cause each of the MSG Networks Retained Retirement Plans and the Spinco Retained Retirement Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:

(i) If an MSG Networks Employee who participates in, or is eligible to participate but as of December 31, 2016 (the “ Service Crediting Date ”) is not participating in, any of the MSG Networks Retained Retirement Plans becomes employed by a member of the Spinco Group on or after the Distribution Date, but on or before the Service Crediting Date, and such MSG Networks Employee has been continuously employed by the MSG Networks Group from the Distribution Date through the date such MSG Networks Employee commences active employment with a member of the Spinco Group, then such MSG Networks Employee’s service with the MSG Networks Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding Spinco Retained Retirement Plans, in each case to the same extent as such MSG Networks Employee’s service with the MSG Networks Group was recognized under the corresponding MSG Networks Retained Retirement Plans, if any.

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(ii) If a Spinco Employee becomes employed by a member of the MSG Networks Group prior to the Service Crediting Date and such Spinco Employee is continuously employed by the Spinco Group from the Distribution Date through the date such Spinco Employee commences active employment with a member of the MSG Networks Group, then such Spinco Employee’s service with the Spinco Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding MSG Networks Retained Retirement Plans, in each case to the same extent as such Spinco Employee’s service with the Spinco Group was recognized under the corresponding Spinco Retained Retirement Plans, if any.

(iii) Notwithstanding anything in this Agreement to the contrary, for the period commencing on the Distribution Date until the Service Crediting Date, the MSG Networks Retained Retirement Plans and the Spinco Retained Retirement Plans (other than the Cash Balance Pension Plan) shall provide that no break in service occurs with respect to any MSG Networks Employee or Spinco Employee who is hired or rehired by any member of the Spinco Group or the MSG Networks Group after the termination of such MSG Networks Employee’s or Spinco Employee’s employment with either the MSG Networks Group or the Spinco Group within such period.

(iv) Notwithstanding anything in this Agreement to the contrary, the employment service with the MSG Networks Group or the Spinco Group shall not be double counted or result in duplicative benefits or service crediting under any MSG Networks Retained Retirement Plan or Spinco Retained Retirement Plan.

(i) If an MSG Networks Employee who participates in any of the MSG Networks Health & Welfare Plans becomes employed by a member of the Spinco Group on or after the Distribution Date, but on or before the Service Crediting Date, and such MSG Networks Employee has been continuously employed by the MSG Networks Group from the Distribution Date through the date such MSG Networks Employee commences active employment with a member of the Spinco Group, then such MSG Networks Employee’s services with the MSG Networks Group following the Distribution Date shall be recognized for purposes of eligibility under the corresponding Spinco Health & Welfare Plans, in each case to the same extent as such MSG Networks Employee’s service with the MSG Networks Group was recognized under the corresponding MSG Networks Health & Welfare Plan.

(ii) If a Spinco Employee who participates in any of the Spinco Health & Welfare Plans becomes employed by a member of the MSG Networks Group on or after the Distribution Date, but on or before the Service Crediting Date, and such Spinco Employee has been continuously employed by the Spinco Group from the Distribution Date through the date such Spinco Employee commences active employment with a member of the MSG Networks Group, then such Spinco Employee’s services with the Spinco Group following the Distribution Date shall be recognized for purposes of eligibility under the corresponding MSG Networks Health & Welfare Plans, in each case to the same extent as such Spinco Employee’s service with the Spinco Group was recognized under the corresponding Spinco Health & Welfare Plans.

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ARTICLE III

U.S. QUALIFIED DEFINED BENEFIT PLAN

Section 3.1 Transfer of Cash Balance Pension Plan to Spinco . As of the Distribution Date, MSG Networks shall transfer to Spinco all of the assets in the trust underlying the Cash Balance Pension Plan, and Spinco shall assume and be responsible for all Liabilities under the Cash Balance Pension Plan. As of the Distribution Date, Spinco shall cause the Cash Balance Pension Plan (or a successor thereto) to recognize and maintain all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders in existence prior to the Distribution Date.

Section 3.2 Cash Balance Pension Plan Freeze . The Parties acknowledge that prior to the Distribution Date, the Cash Balance Pension Plan (or a successor thereto) has been amended to (a) freeze the Cash Balance Pension Plan (or a successor thereto) to new participants and future benefit accruals effective as of December 31, 2015, (b) provide that, following the Distribution Date through December 31, 2015, service with either MSG Networks or Spinco shall count as continued service for all purposes under such plan (other than 2015 benefits accrual service for MSG Networks Employees and Former MSG Networks Employees, it being understood that 2015 benefits accrual service credit for such individuals is addressed in Section 3.3 ) and (c) provide that, following December 31, 2015, service with either MSG Networks or Spinco shall count as continued service for vesting and early retirement subsidies purposes under such plan.

Section 3.3 MSG Networks Participant Credit . At such time as Spinco allocates 2015 service credits to Cash Balance Pension Plan participants, Spinco shall cause the Cash Balance Pension Plan to credit each MSG Networks Participant with “Compensation” (as defined in the Cash Balance Pension Plan) in respect of calendar year 2015 equal to the “Compensation” earned by such MSG Networks Participant from January 1, 2015 through September 30, 2015, times a fraction (a) the numerator of which is the lesser of 365 or the number of days elapsed from January 1, 2015 through the date of the MSG Networks Participant’s termination of employment from the MSG Networks Group, and (b) the denominator of which is the number of days elapsed from January 1, 2015 through the Distribution Date.

ARTICLE IV

U.S. QUALIFIED DEFINED CONTRIBUTION PLANS

Section 4.1 401(k) Plans . On or prior to the Distribution Date, MSG Networks and Spinco shall take all necessary actions to convert both of the MSG Holdings, L.P. 401(k) Savings Plan and the MSG Holdings, L.P. 401(k) Union Plan (collectively, the “ 401(k) Plans ”) into multiple employer plans and add Spinco as the sponsor and a contributing employer to such plans. On and after the Distribution Date, Spinco Participants who, immediately prior to the Distribution Date were participants in, or entitled to, future benefits under either of the 401(k) Plans shall continue to participate in such 401(k) Plan on the same terms and conditions as

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applied prior to the Distribution Date, as may be modified from time to time. On and after the Distribution Date, all contributions payable to the 401(k) Plans with respect to Spinco Participants, determined in accordance with the terms of the 401(k) Plans, ERISA and the Code, shall be paid by Spinco to the 401(k) Plans.

Section 4.2 Stock Investment Options .

(a) No deferrals, employee contributions, employer contributions or exchanges into the MSG Networks Stock Investment Option shall be permitted to be made by MSG Networks Participants or Spinco Participants following the Distribution Date. No deferrals, employee contributions, employer contributions or exchanges into the Spinco Stock Investment Option shall be permitted to be made by MSG Networks Participants or Spinco Participants following the Distribution Date.

(b) The 401(k) Plans will be amended as of the Distribution Date to: (i) create a Spinco Stock Investment Option; (ii) enable the Spinco Stock Investment Option to receive shares of Spinco Common Stock to be distributed in the Distribution on behalf of participants in the 401(k) Plans; and (iii) provide that, following the Distribution, no new amounts may be contributed to the MSG Networks Stock Investment Option or the Spinco Stock Investment Option, whether through employee contributions, employer contributions or exchanges.

Section 4.3 Investment and Benefits Committee . Effective as of the Distribution Date, Spinco shall establish an Investments and Benefits Committee, which will administer the 401(k) Plans. MSG Networks (through its Investment and Benefits Committee) will have mutually agreed representation for purposes of administering the 401(k) Plans.

ARTICLE V

NONQUALIFIED PLANS

Section 5.1 Excess Cash Balance Pension Plan .

(a) No later than the Distribution Date, Spinco shall establish and make payments pursuant to a non-qualified defined benefit pension plan (the “ Spinco Excess Cash Balance Plan ”) to provide non-qualified retirement benefits to eligible Spinco Employees and shall assume the Liabilities of the MSG Holdings, L.P. Excess Cash Balance Plan relating to Spinco Employees. For the avoidance of doubt, Spinco shall not assume, and MSG Networks shall remain responsible for, any Liabilities of the MSG Holdings, L.P. Excess Cash Balance Plan relating to any individual who is no longer employed by the MSG Networks Group or the Spinco Group as of the Distribution Date.

(b) As of the effective date of the Spinco Excess Cash Balance Plan, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Excess Cash Balance Plan to recognize and maintain all existing beneficiary designations with respect to Spinco Employees under the MSG Holdings, L.P. Excess Cash Balance Plan.

(c) The Parties agree that the Liabilities of the MSG Holdings, L.P. Excess Cash Balance Plan relating to Spinco Employees shall be transferred to the Spinco Excess Cash Balance Plan effective as of the Distribution Date.

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(d) The Parties acknowledge that prior to the Distribution Date, the MSG Holdings, L.P. Excess Cash Balance Plan and the Spinco Excess Cash Balance Plan have each been amended to freeze each respective plan to new participants and future benefit accruals effective as of December 31, 2015.

Section 5.2 Excess Retirement Plan .

(a) No later than the Distribution Date, Spinco shall establish and make payments pursuant to a non-qualified defined benefit pension plan (the “ Spinco Excess Retirement Plan ”) to provide non-qualified retirement benefits to eligible Spinco Employees and shall assume the Liabilities of the MSG Holdings, L.P. Excess Retirement Plan relating to Spinco Employees. For the avoidance of doubt, Spinco shall not assume, and MSG Networks shall remain responsible for, any Liabilities of the MSG Holdings, L.P. Excess Retirement Plan relating to any individual who is no longer employed by the MSG Networks Group or the Spinco Group as of the Distribution Date.

(b) As of the effective date of the Spinco Excess Retirement Plan, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Excess Retirement Plan to recognize and maintain all existing beneficiary designations with respect to Spinco Employees under the MSG Holdings, L.P. Excess Retirement Plan.

(c) The Parties agree that, effective as of the Distribution Date, the Liabilities of the MSG Holdings, L.P. Excess Retirement Plan relating to Spinco Employees shall be transferred to the Spinco Excess Retirement Plan.

Section 5.3 Excess 401(k) Savings Plan .

(a) Establishment of the Spinco Excess 401(k) Savings Plan . No later than the Distribution Date, Spinco shall establish a defined contribution plan for the benefit of Spinco Employees (the “ Spinco Excess 401(k) Savings Plan ”) who, immediately prior to the effective date of the Spinco Excess 401(k) Savings Plan, were participants in, or entitled to, future benefits under the MSG Holdings, L.P. Excess 401(k) Savings Plan.

(b) Transfer of MSG Holdings, L.P. Excess 401(k) Savings Plan Accounts . No later than the Distribution Date, MSG Networks shall cause the accounts in the MSG Holdings, L.P. Excess 401(k) Savings Plan attributable to Spinco Employees to be transferred to the Spinco Excess 401(k) Savings Plan and Spinco shall cause the Spinco Excess 401(k) Savings Plan to accept such transfer of accounts in accordance with current practice and to assume and to fully perform, pay and discharge all Liabilities of the MSG Holdings, L.P. Excess 401(k) Savings Plan relating to the accounts of Spinco Employees as of the effective date of the Spinco Excess 401(k) Savings Plan. For the avoidance of doubt, Spinco shall not assume, and MSG Networks shall remain responsible for, any Liabilities of the MSG Holdings, L.P. Excess 401(k) Savings Plan relating to any individual who is no longer employed by the MSG Networks Group or the Spinco Group as of the Distribution Date.

(c) Continuation of Elections . As of the effective date of the Spinco Excess 401(k) Savings Plan, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Excess 401(k) Savings Plan to recognize and maintain all elections, including

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deferral elections and beneficiary designations with respect to Spinco Employees under the MSG Holdings, L.P. Excess 401(k) Savings Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the Spinco Excess 401(k) Savings Plan.

Section 5.4 Transferred Employees . Employees who transfer from MSG Networks to Spinco between the Distribution Date and the Service Crediting Date will not be eligible for an immediate distribution of their account balance from the MSG Holdings, L.P. Excess Cash Balance Plan, MSG Holdings, L.P. Excess Retirement Plan or the MSG Holdings, L.P. Excess 401(k) Savings Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance shall be transferred to the Spinco Excess Cash Balance Plan, Spinco Excess Retirement Plan or the Spinco Excess 401(k) Savings Plan on the date of transfer, and MSG Networks shall pay Spinco an amount equal to the vested account balance as of the transfer date within 30 days of such transfer date. Employees who transfer from Spinco to MSG Networks between the Distribution Date and the Service Crediting Date will not be eligible for an immediate distribution of their account balance from the Spinco Excess Cash Balance Plan, Spinco Excess Retirement Plan or the Spinco Excess 401(k) Savings Plan; instead, subject to compliance with any applicable requirements of Section 409A of the Code, any such account balance shall be transferred to the MSG Holdings, L.P. Excess Cash Balance Plan, MSG Holdings, L.P. Excess Retirement Plan or the MSG Holdings, L.P. Excess 401(k) Savings Plan on the date of transfer, and Spinco shall pay MSG Networks an amount equal to the vested account balance as of the transfer date within 30 days of such transfer date.

Section 5.5 No Separation from Service . The transactions provided for under this Agreement shall not constitute a separation from service or a termination of employment under the MSG Holdings, L.P. Excess Cash Balance Plan, MSG Holdings, L.P. Excess Retirement Plan, the Spinco Excess Retirement Plans, the MSG Holdings, L.P. Excess 401(k) Savings Plan or the Spinco Excess 401(k) Savings Plan, each of which shall provide that no distribution of retirement benefits shall be made to any Spinco Employee on account of these transactions.

ARTICLE VI

U.S. HEALTH AND WELFARE PLANS

Section 6.1 Health and Welfare Plans Maintained by MSG Networks Prior to the Distribution Date .

(a) Establishment of the Spinco Health & Welfare Plans . MSG Networks or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Exhibit E attached hereto (the “ MSG Networks Health & Welfare Plans ”) for the benefit of eligible MSG Networks Participants and Spinco Participants. Effective as of January 1, 2016 (the “ Effective Date ”), Spinco shall, or shall cause one of its Subsidiaries to, adopt health and welfare plans for the benefit of eligible Spinco Participants (collectively, the “ Spinco Health & Welfare Plans ”).

(b) Terms of Participation in Spinco Health & Welfare Plans . Spinco (acting directly or through its Subsidiaries) shall cause all Spinco Health & Welfare Plans, if applicable, to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Spinco Participants, other than limitations

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that were in effect with respect to Spinco Participants immediately prior to the Effective Date, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Spinco Participant immediately prior to the Effective Date to the extent such Spinco Participant had satisfied any similar limitation under the analogous MSG Networks Health & Welfare Plan, and (iii) in the case of self-insured Spinco Health & Welfare Plans, provide credit for all benefits paid to Spinco Participants under the MSG Networks Health & Welfare Plans for purposes of determining when such persons have reached their lifetime maximums under the Spinco Health & Welfare Plan. Notwithstanding the foregoing, in the event that any Spinco Participant, Former Spinco Employee, or dependent thereof is confined to a facility for treatment as of the Effective Date, such persons nevertheless shall become covered under Spinco Health & Welfare Plans as of such date, and shall cease being covered under MSG Networks Health & Welfare Plans as of such date.

Section 6.2 Flexible Spending Accounts Plan . As of the Effective Date, Spinco (acting directly or through its Subsidiaries) shall establish a flexible spending accounts plan (the “ Spinco Flexible Spending Accounts Plan ”) with features that are comparable to those contained in the flexible spending accounts plan maintained by MSG Networks for the benefit of Spinco Participants immediately prior to the Effective Date (the “ MSG Networks Flexible Spending Accounts Plan ”). Following the Effective Date, Spinco Participants that presently participate in the MSG Networks Flexible Spending Accounts Plan may submit, for reimbursement in accordance with the MSG Networks Flexible Spending Accounts Plan, claims for health costs incurred during the 2015 plan year and any applicable grace period thereafter, and MSG Networks shall be responsible for the payment of such claims. Spinco shall be entitled to retain the net positive balance, if any, of the Spinco Participants’ flexible spending accounts from the 2015 plan year. Spinco shall pay to MSG Networks the net negative balance, if any, of the Spinco Participants’ flexible spending accounts from the 2015 plan year. As of the Effective Date, Spinco shall be responsible for administering all reimbursement claims of Spinco Participants under the Spinco Flexible Spending Accounts Plan with respect to calendar year 2016 under the Spinco Flexible Spending Accounts Plan.

Section 6.3 Legal Plan . Any case initiated by a Spinco Participant under the MSG Networks Group Legal Plan prior to the Effective Date will continue under such plan until its completion regardless of whether the Spinco Participant enrolls in the Spinco Group Legal Plan after the Effective Date.

Section 6.4 COBRA and HIPAA . As of the Effective Date, Spinco (acting directly or through its Subsidiaries) shall assume, or shall have caused the Spinco Health & Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Spinco Participants who, as of the day prior to the Effective Date, were covered under an MSG Networks Health & Welfare Plan pursuant to COBRA or were eligible for COBRA under an MSG Networks Health & Welfare Plan and incur any COBRA claims after the Effective Date. MSG Networks shall be responsible for the claims incurred by Spinco Participants prior to the Effective Date, regardless of whether payments for such claims are made or due after the Effective Date. MSG Networks (acting directly or through its Subsidiaries) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the MSG Networks Health & Welfare

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Plans with respect to Spinco Participants for the period ending on the Effective Date. The Parties hereto agree that neither the Distribution nor any transfers of employment directly from the MSG Networks Group to the Spinco Group or directly from the Spinco Group to the MSG Networks Group that occur before the Effective Date shall constitute a COBRA “qualifying event” for purposes of COBRA.

Section 6.5 Liabilities .

(a) Insured Benefits . With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, MSG Networks shall cause the MSG Networks Health & Welfare Plans to fully perform, pay and discharge all claims of Spinco Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) for the MSG Networks Health & Welfare Plans, and Spinco shall cause the Spinco Health & Welfare Plans to fully perform, pay and discharge all claims of Spinco Participants that are incurred on or after the Effective Date. With respect to claims of Spinco Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date), but after the Distribution Date, and paid by the MSG Networks Health & Welfare Plans, Spinco, as a Participating Company, shall pay MSG Networks for any administrative or other expenses.

(i) Long-Term Disability . Any Spinco Participant who is on long-term disability leave and receiving long-term disability benefits under the MSG Holdings L.P. Long Term Disability Plan as of the Effective Date shall continue to receive benefits under the MSG Holdings L.P. Long Term Disability Plan in accordance with the provisions of such Plan following the Effective Date.

(b) Self-Insured Benefits . With respect to employee welfare and fringe benefits that are provided on a self-insured basis, except as otherwise provided herein, Spinco (acting directly or through its Subsidiaries) shall cause the Spinco Health & Welfare Plans and the Spinco Retiree Medical Program to fully perform, pay and discharge all claims of Spinco Participants after the Effective Date that are incurred on or after the Effective Date. Except as provided otherwise herein, Spinco shall reimburse MSG Networks for the administrative and other expenses related to self-insured benefit claims paid by the MSG Networks Health & Welfare Plans or MSG Networks that were incurred prior to the Effective Date (whether reported or unreported by the Effective Date).

(i) Short-Term Disability .

(A) Any Spinco Participant who is on short-term disability leave and receiving short-term disability benefits under the MSG Holdings L.P. Short Term Disability Plan as of the Effective Date shall continue to receive short-term disability benefits under the MSG Holdings L.P. Short Term Disability Plan. Spinco, as a Participating Company, shall reimburse MSG Networks for all administrative and other expenses paid by the MSG Holdings L.P. Short Term Disability Plan or MSG Networks after the Effective Date. Spinco shall continue to pay any short-term disability benefits owed to a Spinco Participant under the MSG Holdings L.P. Short Term Disability Plan.

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(B) Any Spinco Participant who is on a short-term disability leave as of the Effective Date, and who but for the transactions contemplated under the Distribution Agreement would have become eligible for long-term disability benefits in accordance with the provisions of the MSG Holdings L.P. Long Term Disability Plan, will continue to be eligible for long-term disability benefits under the MSG Holdings L.P. Long Term Disability Plan.

(c) Incurred Claim Definition . For purposes of this Section 6.5 , a claim or Liability is deemed to be incurred (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services or provision of supplies giving rise to such claim or Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (iv) with respect to a period of continuous hospitalization (or any medical or other service or supply performed or provided during the period of continuous hospitalization), upon the date of admission to the hospital.

Section 6.6 Time-Off Benefits . Spinco shall credit each Spinco Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as such Spinco Participant had with the MSG Networks Group as of the Distribution Date or as of an employee’s transfer date for an MSG Networks Employee who becomes a Spinco Employee prior to the Service Crediting Date. MSG Networks shall credit each MSG Networks Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as of an employee’s transfer date for a Spinco Employee who becomes an MSG Networks Employee prior to the Service Crediting Date. Notwithstanding the above, Spinco shall not be required to credit any Spinco Participant and MSG Networks shall not be required to credit any MSG Networks Participant with any accrual to the extent that a benefit attributable to such vacation time, sick time and other time-off benefits is paid by the MSG Networks Group or Spinco Group, respectively.

Section 6.7 Severance Pay Plans . The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any Spinco Participant for purposes of any policy, plan, program or agreement of MSG Networks or Spinco or any member of the MSG Networks Group or Spinco Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

ARTICLE VII

EQUITY COMPENSATION

Section 7.1 Equity Compensation . The Parties, including through instructions with their respective administrators and recordkeepers, shall use commercially reasonable efforts and shall cooperate in good faith to take all actions reasonably necessary or appropriate for the adjustment of the Equity Compensation under the MSG Networks Share Plans, for the issuance of the Equity Compensation under the Spinco Share Plans, and to coordinate the tax treatment of such Equity Compensation as set forth in this Article VII , all in a manner consistent with the resolutions adopted by the MSG Networks Compensation Committee in connection with the Distribution and the provisions of this Article VII .

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Section 7.2 Taxes and Withholding .

(a) Options .

(i) Exercise Price .

(A) Upon the exercise of an MSG Networks Option, whether by an MSG Networks Employee, Former MSG Networks Employee, MSG Networks Director, Spinco Employee, Former Spinco Employee or Spinco Director, the Parties shall take steps to ensure that the exercise price is delivered to MSG Networks.

(B) Upon the exercise of a Spinco Option, whether by an MSG Networks Employee, Former MSG Networks Employee, MSG Networks Director, Spinco Employee, Former Spinco Employee or Spinco Director, the Parties shall take steps to ensure that the exercise price is delivered to Spinco.

(ii) Taxes .

(A) Upon exercise of an MSG Networks Option or Spinco Option, the employer or, in the case of a Former MSG Networks Employee or Former Spinco Employee, the former employer of such holder shall fund any employer taxes.

(B) Upon exercise of an MSG Networks Option or Spinco Option, the Parties shall take steps to ensure that the applicable withholding amount is remitted in cash to the employer or, in the case of a Former MSG Networks Employee or Former Spinco Employee, the former employer of such holder.

(b) [ Intentionally Omitted .]

(i) Settlement .

(A) After the Distribution Date, MSG Networks shall be responsible for all Liabilities under MSG Networks RSUs, whether such MSG Networks RSUs are held by MSG Networks Employees, Former MSG Networks Employees, Spinco Employees, Former Spinco Employees and individuals who received such MSG Networks RSUs in their capacity as MSG Networks Directors. MSG Networks shall settle, and satisfy any dividend obligations with respect to, such MSG Networks

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RSUs in accordance with the terms of the Madison Square Garden 2010 Employee Stock Plan and the Madison Square Garden 2010 Stock Plan for Non-Employee Directors.

(B) After the Distribution Date, Spinco shall be responsible for all Liabilities under Spinco RSUs, whether such Spinco RSUs are held by MSG Networks Employees, Former MSG Networks Employees, Spinco Employees or Former Spinco Employees. Spinco shall settle, and satisfy any dividend obligations with respect to, such Spinco RSUs in accordance with the terms of the Spinco 2015 Employee Stock Plan.

(ii) Taxes .

(A) Upon settlement of any MSG Networks RSU or Spinco RSU, other than an MSG Networks RSU that is held by an individual who received such MSG Networks RSU in his capacity as an MSG Networks Director, the employer, or, in the case of a Former MSG Networks Employee or Former Spinco Employee, the former employer, of such holder shall fund any employer taxes.

(B) Upon settlement of any MSG Networks RSU or Spinco RSU, other than an MSG Networks RSU that is held by an individual who received such MSG Networks RSU in his capacity as an MSG Networks Director, the Parties shall take steps to ensure that the applicable withholding amount is remitted in cash to the employer, or, in the case of a Former MSG Networks Employee or Former Spinco Employee, the former employer of such holder.

(C) MSG Networks will be responsible for any tax reporting obligations associated with any MSG Networks RSUs that are held by an individual who received such MSG Networks RSU in his capacity as an MSG Networks Director.

(d) Tax Deductions . With respect to the Equity Compensation held by individuals who are MSG Networks Employees or MSG Networks Directors at the time the Equity Compensation becomes taxable and individuals who are Former MSG Networks Employees at such time, MSG Networks shall claim any federal, state and/or local tax deductions after the Distribution Date, and Spinco shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the Spinco Group at the time the Equity Compensation becomes taxable and individuals who are Former Spinco Employees at such time, Spinco shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG Networks shall not claim such deductions. If either MSG Networks or Spinco determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to MSG Networks or Spinco pursuant to this Section 7.2 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position

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equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 7.2 . Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.

Section 7.3 Cooperation . In addition to any cooperation principles governed by Article X , if, after the Distribution Date, MSG Networks or Spinco identify an administrative error in the individuals identified as holding Equity Compensation, the amount of Equity Compensation so held, the vesting level of such Equity Compensation, or any other similar error, MSG Networks and Spinco shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and MSG Networks and Spinco in the position in which they would have been had the error not occurred. Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of MSG Networks Options and Spinco Options and the settlement of MSG Networks RSUs and Spinco RSUs. Each of the Parties will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records with respect to Equity Compensation are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws.

Section 7.4 SEC Registration . The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.

Section 7.5 Savings Clause . The Parties hereby acknowledge that the provisions of this Article VII are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

ARTICLE VIII

ADDITIONAL COMPENSATION AND BENEFITS MATTERS

Section 8.1 Cash Incentive Awards .

(a) Cooperation . The Parties shall use commercially reasonable efforts and shall cooperate in good faith to take all actions reasonably necessary or appropriate to achieve the treatment of annual or long-term cash incentive awards established under the MSG Networks 2010 Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by MSG Networks) as approved by the MSG Networks Compensation Committee prior to the Distribution in accordance with the terms of such Plans and the award agreements issued thereunder, including as set forth in this Section 8.1 . The Parties acknowledge that the performance-based awards granted in MSG Networks’ fiscal years 2014 and 2015 (where the performance objective(s) relates to performance periods ended June 30, 2016 and June 30, 2017, respectively) (collectively, the “ Fixed Performance Awards ”) have been

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amended or, with respect to proxy-reported officers, the MSG Networks Compensation Committee has exercised its negative discretion, to provide that the awards will be paid at the target value of the performance award, with payment subject to the terms and conditions of the award and continued employment with either MSG Networks or Spinco through the date the performance award vests.

(b) Liability .

(i) Effective as of the Distribution Date and subject to Section 8.2(c) , Spinco shall assume or retain, as applicable, responsibilities for all Liabilities, and fully perform, pay and discharge all Liabilities when such Liabilities become due, relating to any annual or long-term cash incentive awards, or portion of any such incentive awards, including awards established under the MSG Networks 2010 Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by MSG Networks), that any Spinco Participant is eligible to receive with respect to any performance period that ends after the Distribution Date and, effective as of the Distribution Date, MSG Networks shall have no obligations with respect to any such incentive awards.

(A) As soon as reasonably practicable, but in any event within 30 days, following each date that Spinco pays a Fixed Performance Award to a Spinco Participant who, immediately prior to the Distribution, was (a) a “corporate” employee of MSG Networks, MSG Networks will pay to Spinco an amount equal to 33% of the liability accrued by MSG Networks with respect to such Spinco Participant’s Fixed Performance Award as of the Distribution Date, or (b) an advertising sales employee in the Media division of MSG Networks, MSG Networks will pay to Spinco an amount equal to the liability accrued by MSG Networks with respect to such Spinco Participant’s Fixed Performance Award as of the Distribution Date.

(B) As soon as reasonably practicable, but in any event within 30 days, following the date that Spinco pays an annual cash incentive award established with respect to the fiscal year ending June 30, 2016 (“FY 2016”) under the MSG Networks 2010 Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by MSG Networks) to a Spinco Participant who, immediately prior to the Distribution, was (a) a “corporate” employee of MSG Networks, MSG Networks will pay to Spinco an amount equal to 33% of the liability accrued by MSG Networks with respect to such Spinco Participant’s annual award for FY 2016 as of the Distribution Date, or (b) an advertising sales employee in the Media division of MSG Networks, MSG Networks will pay to Spinco an amount equal to the liability accrued by MSG Networks with respect to such Spinco Participant’s annual award for FY 2016 as of the Distribution Date.

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(ii) MSG Networks acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the MSG Networks Group or Spinco Group to any MSG Networks Participant.

(iii) Spinco acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the MSG Networks Group or Spinco Group to any Spinco Participant.

(iv) Notwithstanding the foregoing, liabilities with respect to Fixed Performance Awards for executives dually employed by Spinco and MSG Networks following the Distribution shall be subject to Section 8.2(c) below.

Section 8.2 Individual Arrangements .

(a) MSG Networks Individual Arrangements . MSG Networks acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, separation, severance, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the MSG Networks Group or Spinco Group to any MSG Networks Participant.

(b) Spinco Individual Arrangements . Spinco acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, separation, severance, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the MSG Networks Group or Spinco Group to any Spinco Participant.

(c) Shared Executives . For purposes of this Agreement, for so long as any executive is employed by both MSG Networks and Spinco, such executive shall be considered to be a Spinco Employee with respect to all amounts and awards outstanding as of the Distribution Date except for amounts and awards explicitly retained by MSG Networks in writing. With respect to all such awards, MSG Networks shall pay to Spinco an amount equal to (a) 33% of the liability accrued by MSG Networks with respect to such award as of the Distribution Date, and (b) 30% of all liability accrued by Spinco with respect to such award after the Distribution Date. Such payment shall be made as soon as reasonably practicable, but in any event within 30 days, following the date that Spinco pays out the applicable award to the executive.

(d) Effect of the Distribution on Severance . The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any Spinco Participant for purposes of any policy, plan, program or agreement of MSG Networks or Spinco or any member of the MSG Networks Group or Spinco Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.

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(e) Rangers Arrangements . As of the Distribution Date, Spinco shall assume the compensation and/or salary arrangements, and any agreements and assets related thereto, in respect of Glen Sather, Kevin Stevens, Jaromir Jagr and Bradley Richards.

Section 8.3 Non-Competition . For the purpose of any non-compete provision in any MSG Networks Plan or any award thereunder, Spinco shall not be regarded as a “competitive entity.” For the purpose of any non-compete provision in any Spinco Plan or any award thereunder, MSG Networks shall not be regarded as a “competitive entity.” This Section 8.3 shall apply only so long as MSG Networks and Spinco remain under common Control.

Section 8.4 Collective Bargaining . To the extent any provision of this Agreement is contrary to the provisions of any collective bargaining agreement to which MSG Networks or Spinco or any of their respective Subsidiaries is a party, the terms of such collective bargaining agreement shall prevail. Should any provisions of this Agreement be deemed to relate to a topic determined by an appropriate authority to be a mandatory subject of collective bargaining, MSG Networks or Spinco may be obligated to bargain with the union representing affected employees concerning those subjects.

Section 8.5 Union Dues; Severance and Fringe Benefits . MSG Networks and its Subsidiaries shall retain responsibility for the payment of dues and severance and fringe benefit payments on behalf of MSG Networks Employees with respect to the unions set forth on Exhibit F . Spinco and its Subsidiaries shall retain responsibility for the payment of dues and severance and fringe benefit payments on behalf of Spinco Employees with respect to the unions set forth on Exhibit G .

Section 8.6 Director Programs . MSG Networks shall retain responsibility for the payment of any fees and MSG Networks RSUs payable in respect of service on the MSG Networks Board of Directors that are payable but not yet paid as of the Distribution Date, and Spinco shall have no responsibility for any such payments (to an individual who is a member of the Spinco Board of Directors as of the Distribution Date or otherwise).

Section 8.7 Sections 162(m)/409A . Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) a federal income tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.

Section 8.8 2015 Administrative Bonus . It is understood that Spinco is expected to pay administrative (non-management) bonuses for calendar year 2015 (each, an “Admin Bonus”) to eligible employees in December 2015. As soon as reasonably

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practicable, but in any event within 30 days, following the date that Spinco pays an Admin Bonus to a Spinco Employee who, immediately prior to the Distribution, was (a) a “corporate” employee of MSG Networks, MSG Networks will pay to Spinco an amount equal to 33% of the liability accrued by MSG Networks with respect to such Spinco Employee’s Admin Bonus as of the Distribution Date, or (b) an advertising sales employee in the Media division of MSG Networks, MSG Networks will pay to Spinco an amount equal to the liability accrued by MSG Networks with respect to such Spinco Employee’s Admin Bonus as of the Distribution Date.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Indemnification . All Liabilities retained or assumed by or allocated to MSG Networks or the MSG Networks Group pursuant to this Agreement shall be deemed to be “MSG Networks Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement, and all Liabilities retained or assumed by or allocated to Spinco or the Spinco Group pursuant to this Agreement shall be deemed to be “Spinco Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement.

ARTICLE X

GENERAL AND ADMINISTRATIVE

Section 10.1 Sharing of Information . MSG Networks and Spinco (acting directly or through their respective Subsidiaries) shall provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Plans, to assist Spinco in obtaining its own insurance policies to provide benefits under Spinco Plans, and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided , however , that, in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 4.4 of the Distribution Agreement.

Section 10.2 Reasonable Efforts/Cooperation . Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans

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or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

Section 10.3 Non-Termination of Employment; No Third-Party Beneficiaries . No provision of this Agreement or the Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any MSG Networks Employee or Spinco Employee or other future, present, or former employee of any member of the MSG Networks Group or Spinco Group under any MSG Networks Plan or Spinco Plan or otherwise. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any employee or former employee of MSG Networks or Spinco or either of their respective Subsidiaries or any beneficiary or dependent thereof) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ab initio , thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any employee or former employee of MSG Networks, Spinco or either of their respective Subsidiaries any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

Section 10.4 Consent of Third Parties . If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

Section 10.5 Access to Employees . Following the Distribution Date, MSG Networks and Spinco shall, or shall cause each of their respective Subsidiaries to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any member of the MSG Networks Group and any member of the Spinco Group) to which any employee, director or Plan of the MSG Networks Group or Spinco Group is a party and which relates to their respective Plans prior to the Distribution Date.

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Section 10.6 Beneficiary Designation/Release of Information/Right to Reimbursement . To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to Spinco Participants under MSG Networks Plans shall be transferred to and be in full force and effect under the corresponding Spinco Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Spinco Participant.

Section 10.7 Not a Change in Control . The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any MSG Networks Plan or Spinco Plan.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Effect If Distribution Does Not Occur . Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by MSG Networks and Spinco and neither Party shall have any Liability to the other Party under this Agreement.

Section 11.2 Complete Agreement; Construction . This Agreement, including the Exhibits, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 11.3 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 11.4 Survival of Agreements . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 11.5 Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To MSG Networks:

The Madison Square Garden Company (or, after the applicable name change, MSG Networks Inc.)

11 Penn Plaza

New York, New York 10001

Attention: President

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To Spinco:

MSG Spinco, Inc. (or, after the applicable name change, The Madison Square Garden Company) Two Penn Plaza

New York, New York 10121

Attention: General Counsel

Section 11.6 Waivers . The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 11.7 Amendments . Subject to the terms of Sections 11.8 and 11.10 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 11.8 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser (by merger, sale of assets or otherwise) of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed. Any arrangement in violation of the provisions of this Section 11.8 shall be void.

Section 11.9 Successors and Assigns . The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 11.10 Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.

Section 11.11 Title and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 11.12 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

Section 11.13 Waiver of Jury Trial . The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

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Section 11.14 Specific Performance . From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 11.15 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[signature page follows]

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be duly executed as of the date first above written.


THE MADISON SQUARE GARDEN COMPANY
(to be renamed MSG Networks Inc.)

By:		/s/ James L. Dolan
		Name: James L. Dolan
		Title: Executive Chairman

MSG SPINCO, INC.
(to be renamed The Madison Square Garden Company)

By:		/s/ David O’Connor
		Name: David O’Connor
		Title: President and Chief Executive Officer

[Signature Page to Employee Matters Agreement]

Exhibit A

MSG Networks Retained Retirement Plans

MSG Holdings, L.P. Network Retirement Plan for Collective Bargaining Employees

MSG Holdings, L.P. 401(k) Union Plan (as Participating Company)

MSG Holdings, L.P. 401(k) Savings Plan (as Participating Company)

MSG Holdings, L.P. Excess Cash Balance Plan

MSG Holdings, L.P. Excess Retirement Plan

MSG Holdings, L.P. Excess 401(k) Savings Plan

Exhibit B

Spinco Retained Retirement Plans

MSG Holdings, L.P. Cash Balance Pension Plan

MSG Holdings, L.P. Retirement Plan for Licensed Ushers and Ticket Takers Local No. 176 of the Service Employees’ International Union, AFL-CIO

MSG Holdings, L.P. 401(k) Union Plan (as fiduciary and Participating Company)

MSG Holdings, L.P. 401(k) Savings Plan (as fiduciary and Participating Company)

Spinco Excess Cash Balance Plan

Spinco Excess Retirement Plan

Spinco Excess 401(k) Savings Plan

Exhibit C

MSG Networks Retained Multi-Employer Benefit Plans

Multi-Employer Benefit Plans with respect to the following unions:

International Brotherhood of Electrical Workers, Local 1212

American Federation of Television & Radio Artists, AFTRA

Directors Guild of America, DGA

Theatrical Protective Union Local One, International Alliance of Theatrical Stage Employees (IATSE)

Union Local 100, IATSE

Exhibit D

Spinco Retained Multi-Employer Benefit Plans

Multi-Employer Benefit Plans with respect to the following unions:

Theatrical Protective Union Local One, International Alliance of Theatrical Stage Employees (IATSE)

International Brotherhood of Electrical Workers, Local 3

International Union of Painters & Allied Trades, District Council 9

International Union of Operating Engineers, Local 30

Service Employees International Union, Local 32B/32J

International Brotherhood of Firemen & Oilers, Local 56

Hotel Employees & Restaurant Employees International Union, Local 100

IATSE & Moving Picture Technicians, Local 306

IATSE & Moving Picture Technicians, Artists and Allied Crafts of U.S., its territories and Canada

10.

United Brotherhood of Carpenters, New York District Council, Local 608

11.

Treasurers & Ticket Sellers Local 751, IATSE

12.

Theatrical Wardrobe Union Local 764, IATSE

13.

International Brotherhood of Teamsters, Local 817

14.

Associated Musicians of Greater New York, American Federation of Musicians, Local 802

15.

American Guild of Variety Artists, AGVA

16.

Actors Equity Association

17.

Local 798, IATSE

18.

Association of Theatrical Press Agents and Managers, IATSE

19.

Theatrical Stage Employees Local 2 of IATSE and Moving Picture Technicians, Artists and Allied Crafts of the U.S. and Canada

20.

Motion Picture Projectionists, Audio Visual Engineers & Computer Technicians, Local 110, IATSE

21.

Treasurers and Ticket Sellers Union, Local No. 750

22.

Theatrical Wardrobe Union Chicago, Local 769

23.

Teamsters Local Union, No. 714

24.

All qualified and nonqualified pension obligations related to the National Basketball Association and the National Hockey League.

Exhibit E

MSG Networks Health & Welfare Plans

MSG Networks Medical Plan

MSG Networks Dental Plan

MSG Networks Vision Plan

MSG Networks Flex Spending Healthcare

MSG Networks Flex Spending Dependent Care

MSG Networks Group Legal Plan

MSG Networks Short Term Disability Plan

MSG Networks Long Term Disability Plan

MSG Networks Life and AD&D Plan

MSG Networks Employee Assistance Plan

MSG Networks Commuter Benefits Program

MSG Networks 529 College Savings Program

Exhibit F

MSG Networks Union Relationships

International Brotherhood of Electrical Workers, Local 1212

American Federation of Television & Radio Artists, AFTRA

Directors Guild of America, DGA

Theatrical Protective Union Local One, International Alliance of Theatrical Stage Employees (IATSE)

Union Local 100, IATSE

Exhibit G

Spinco Union Relationships

Theatrical Protective Union Local One, International Alliance of Theatrical Stage Employees (IATSE)

International Brotherhood of Electrical Workers, Local 3

International Union of Painters & Allied Trades, District Council 9

International Union of Operating Engineers, Local 30

Service Employees International Union, Local 32B/32J

International Brotherhood of Firemen & Oilers, Local 56

Hotel Employees & Restaurant Employees International Union, Local 100

IATSE & Moving Picture Technicians, Local 306

IATSE & Moving Picture Technicians, Artists and Allied Crafts of U.S., its territories and Canada

10.

United Brotherhood of Carpenters, New York District Council, Local 608

11.

Treasurers & Ticket Sellers Local 751, IATSE

12.

Theatrical Wardrobe Union Local 764, IATSE

13.

International Brotherhood of Teamsters, Local 817

14.

Associated Musicians of Greater New York, American Federation of Musicians, Local 802

15.

American Guild of Variety Artists, AGVA

16.

Actors Equity Association

17.

Local 798, IATSE

18.

Association of Theatrical Press Agents and Managers, IATSE

19.

Theatrical Stage Employees Local 2 of IATSE and Moving Picture Technicians, Artists and Allied Crafts of the U.S. and Canada

20.

Motion Picture Projectionists, Audio Visual Engineers & Computer Technicians, Local 110, IATSE

21.

Treasurers and Ticket Sellers Union, Local No. 750

22.

Theatrical Wardrobe Union Chicago, Local 769

23.

Teamsters Local Union, No. 714

24.

National Basketball Association Players’ Association

25.

National Hockey League Players’ Association

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