Exhibit 10.1

CONTRIBUTION AGREEMENT

BY AND AMONG

THE MADISON SQUARE GARDEN COMPANY

(TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.),

MSG SPORTS & ENTERTAINMENT, LLC

(TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC)

AND

MSG ENTERTAINMENT SPINCO, INC.

(TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.)

Dated as of March 31, 2020

CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2020, by and among THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), and MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).

RECITALS

WHEREAS, MSG and Spinco are parties to a Distribution Agreement, dated as of March 31, 2020 (the “Distribution Agreement”);

WHEREAS, pursuant to the Distribution Agreement, MSG intends to distribute to its stockholders all of Spinco’s common stock (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, (a) the assignment by MSG Entertainment or its subsidiaries to MSG 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 Section A of Annex I (such assignments are referred to herein as the “Sports Assignments”) and (b) the assignment by MSG 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 Section B of Annex I (such assignments are referred to herein as the “Entertainment Assignments” and, together with the Sports Assignments, the “Assignments”);

WHEREAS, in consideration of the Entertainment Assignments, Spinco wishes to issue to MSG, and MSG wishes to receive, 900 shares of newly issued Common Stock, par value $0.01 per share, of Spinco (the “Spinco Stock”);

WHEREAS, MSG, in its capacity as the sole stockholder of Spinco, has approved such issuance of Spinco Stock for purposes of exempting such acquisition under Rule 16b-3(d) under the Securities Exchange Act of 1934, as amended;

WHEREAS, the parties hereto intend for Spinco to own, immediately following the Distribution, the business 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”);

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”);

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

WHEREAS, this Agreement, together with the other documents implementing the Distribution and Reorganization Transactions, is intended to be and is hereby adopted as, a “plan of reorganization” within the meaning of Treas. Reg. section 1.368-2(g); 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 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, MSG Entertainment 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, prior to the Effective Time, (a) MSG Entertainment shall make the Sports Assignments to MSG or its subsidiaries, and MSG or its subsidiaries shall accept such Sports Assignments from MSG Entertainment, and (b) MSG shall make the Entertainment Assignments to Spinco or its subsidiaries, and Spinco or its subsidiaries shall accept such Entertainment Assignments from MSG.

2.    Stock Issuance. Spinco hereby agrees to issue to MSG, prior to the Effective Time, the Spinco Stock, in uncertificated form, pursuant to the Assignment Agreement and Stock Power, dated the date of this Agreement, between MSG and Spinco. MSG acknowledges and agrees that the uncertificated Spinco Stock shall be subject to the terms of the legends set forth on 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 Entertainment 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.

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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.

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:

The Madison Square Garden Company (or, after the applicable name change, Madison Square Garden Sports Corp.)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

To Spinco and MSG Entertainment:

MSG Entertainment Spinco, Inc. (or, after the applicable name change, Madison Square Garden Entertainment Corp.)

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 parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that any 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 parties, 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 without the approval of MSG Entertainment, Spinco or the stockholders of MSG. 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 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.

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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.

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MSG SPORTS & ENTERTAINMENT, LLC

(TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC)

AND

MSG SPORTS, LLC

dated as of March 31, 2020

TABLE OF CONTENTS

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Transition Services Agreement, dated as of March 31, 2020 (this “Agreement”), between MSG Sports, LLC, a Delaware limited liability company (“Sportsco”), and MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company (“Entertainco”).

W I T N E S S E T H:

WHEREAS, Sportsco’s parent, The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.) (“Sportsco Parent”), and Entertainco’s parent, MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) (“MSG”), have entered into a Distribution Agreement, dated as of March 31, 2020 (the “Distribution Agreement”), which sets forth the terms pursuant to which Sportsco Parent will transfer certain assets to MSG and Sportsco Parent will distribute the common stock of MSG to shareholders of Sportsco Parent (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:

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

“Affiliate” shall, subject to the next succeeding sentence, have the meaning assigned to that term in the Distribution Agreement. For clarity, unless the context otherwise requires, a reference to a Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution; provided that for purposes of this Agreement Entertainco and Sportsco shall not be considered Affiliates.

“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 or Persons controlled by Dolan Family Interests (any such Person, a “Dolan Family Interest Controlled Person”) (so long as such “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Dolan Family Interests shall beneficially own (within the meaning of Rule 13d-3 (as in effect on the effective date of this Agreement) promulgated under the Exchange Act), in the aggregate, more than fifty percent (50%) of the equity interests in such Dolan Family Interest Controlled Person(s)) shall cease at any time to have beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 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.

“Commencement Date” shall have the meaning ascribed to that term in Section 8.1 of this Agreement.

“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.

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

“League Rules” shall collectively mean NBA Rules (as defined below) and NHL Rules (as defined below).

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“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).

“NBA” shall mean the National Basketball Association.

“NBA Rules” shall mean (i) the NBA Constitution and By-Laws and all other rules and regulations of the NBA, as they presently exist and as they may from time to time be amended, to the extent they are of general applicability to all NBA members, and (ii) the terms of any existing or future contracts entered into by the NBA on behalf of all NBA members for the telecasting of basketball games.

“NHL” shall mean the National Hockey League.

“NHL Rules” shall mean (i) the NHL Constitution; (ii) the NHL By-Laws; (iii) all resolutions duly adopted by the NHL Board of Governors in accordance with (i) or (ii) above; (iv) all other rules, regulations, policies, procedures, interpretations and agreements adopted, issued, authorized, established, entered into or otherwise promulgated, in each case, pursuant to or otherwise in accordance with the items in clauses (i), (ii) or (iii) above; and (v) the terms of any contracts entered into by the NHL on behalf of all NHL member clubs for the telecasting of hockey games; in each case (i.e., clauses (i), (ii), (iii), (iv) and (v)) (x) as may be presently existing, hereafter entered into or in effect, or adopted, repealed and/or amended from time to time and (y) that are generally applicable to all NHL member clubs.

“Overlap Individuals” shall mean Persons who are directors of both Sportsco and Entertainco or employees of both Sportsco and Entertainco if such employee 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 Entertainco Services and the Sportsco Services.

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

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

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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) Entertainco shall provide to Sportsco each Entertainco Service for the term set forth opposite the description of such Entertainco Service in Schedule A. Upon conclusion of the term set forth opposite the description of such Entertainco Service, this Agreement shall be deemed terminated with respect to such Entertainco Service. Additional Services may be provided by Entertainco to Sportsco as provided in Section 2.3. At its option, (i) Entertainco may cause any Entertainco Service it is required to provide hereunder to be provided by a Third Party that is providing, or may from time to time provide, the same or similar services for Entertainco and/or (ii) to the extent any Entertainco Service is already provided by a Third Party, Entertainco shall have the right to change the Third Party that is providing such Entertainco Service to any Third Party that is providing, or may from time to time provide, the same or similar services for Entertainco, at any time upon reasonable notice to Sportsco. In the event of such a change as permitted in clauses (i) or (ii) above results in a change in cost of Entertainco for the provision of such Entertainco Service, the applicable schedules to this agreement shall be updated to reflect the revised fees as allocated to Sportsco, provided that if such a change results in an increase over 10% of the costs currently contemplated by Schedule A such an amendment will require the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Sportsco.

(b) Sportsco shall provide to Entertainco each Sportsco Service for the term set forth opposite the description of such Sportsco Service in Schedule B. Upon conclusion of the term set forth opposite the description of such Sportsco Service, this Agreement shall be deemed terminated with respect to such Sportsco Service. Additional Services may be provided to Entertainco by Sportsco as provided in Section 2.3. At its option, (i) Sportsco may cause any Sportsco Service it is required to provide hereunder to be provided by a Third Party that is providing, or may from time to time provide, the same or similar services for Sportsco and/or (ii) to the extent any Sportsco Service is already provided by a Third Party, Sportsco shall have the right to change the Third Party that is providing such Sportsco Service to any Third Party that is providing, or may from time to time provide, the same or similar services for Sportsco, at any time upon reasonable notice to Entertainco. In the event of such a change as permitted in clauses (i) or (ii) above results in a change in cost of Sportsco for the provision of such Sportsco Service, the applicable schedules to this agreement shall be updated to reflect the revised fees as allocated to Entertainco, provided that if such a change results in an increase over 10% of the costs currently contemplated by Schedule B such an amendment will require the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of Entertainco.

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Section 2.2. Standard of Service. Entertainco and Sportsco shall maintain sufficient resources to perform their respective obligations hereunder. In performing the Services, Entertainco and Sportsco 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 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, except that, in the event that Additional Services requested by Sportsco to be provided by Entertainco are required by either the NBA or the NHL pursuant to applicable League Rules, and such Additional Services are the type of (or are comparable to) services that Entertainco otherwise provides for itself (or currently obtains through a Third Party), Entertainco shall use good faith efforts to provide such Additional Services in accordance with the terms of the second sentence of this Section 2.3 and otherwise in accordance with the terms of this Agreement.

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 Entertainco, all Entertainco Services and with respect to Sportsco, all Sportsco 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 Entertainco, the Entertainco Services and with respect to Sportsco, the Sportsco Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.

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ARTICLE IV

PAYMENT

Section 4.1. General. (a) In consideration for the provision of each of the Entertainco Services, Sportsco shall pay to Entertainco the fee set forth for such Entertainco Service on Schedule A.

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

Section 4.2. Additional Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), Sportsco shall reimburse Entertainco for all reasonable and necessary out-of-pocket costs and expenses incurred by Entertainco with respect to Third Parties in connection with the provision of Entertainco Services to Sportsco pursuant to the terms of this Agreement or paid by Entertainco on behalf of Sportsco that are not already contemplated by Schedule A; provided that if Entertainco 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, Entertainco shall use commercially reasonable efforts to provide to Sportsco prior to the first day of such month a written notice setting forth Entertainco’s reasonable estimate of the expenses it expects to incur.

(b) In addition to the fees payable for expenses in accordance with Section 4.1(b), Entertainco shall reimburse Sportsco for all reasonable and necessary out-of-pocket costs and expenses incurred by Sportsco with respect to Third Parties in connection with the provision of Sportsco Services to Entertainco pursuant to the terms of this Agreement or paid by Sportsco on behalf of Entertainco that are not already contemplated by Schedule B; provided that if Sportsco 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, Sportsco shall use commercially reasonable efforts to provide to Entertainco prior to the first day of such a month written notice setting forth Sportsco’s reasonable estimate of the expenses it expects to incur.

Section 4.3. Adjustments. Entertainco and Sportsco shall review and evaluate the fees payable in accordance with Section 4.1 (the “Fees”) for existing services contemplated on Schedule A or Schedule B (the “Existing Services”) for reasonableness annually and work in good faith to equitably adjust such Fees for Existing Services as appropriate to reflect among other things changes in compensation due to promotions or replacement of personnel at a lower or higher compensation level, increases or decreases in the percentage of labor-based allocation based on increased or decreased efforts of a particular individual, or adjustments to percentage of non-labor allocations tied to headcounts or other reasonable metrics. Entertainco and Sportsco shall work together in good faith to determine an appropriate date for such adjustments to take effect (which may be retroactive to the date of such changes). The addition of any Services not contemplated by Schedule A and B shall be subject to each company’s related party transaction approval policy.

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Section 4.4. Invoices. (a) Entertainco will invoice Sportsco in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Sportsco in accordance with Section 4.1(a) for Entertainco 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 Sportsco 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 Entertainco Services to Sportsco during such month. Entertainco shall deliver or cause to be delivered to Sportsco each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Sportsco shall pay each such invoice received by electronic funds transfer as follows: in the case of clauses (i) and (ii), within forty-five (45) 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 Entertainco delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.

(b) Sportsco will invoice Entertainco in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Entertainco in accordance with Section 4.1(b) for Sportsco 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 Entertainco 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 Sportsco Services to Entertainco during such month. Sportsco shall deliver or cause to be delivered to Entertainco each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Entertainco shall pay each such invoice received by electronic funds transfer: in the case of clauses (i) and (ii), within forty-five (45) 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 Sportsco delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.

Section 4.5. 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 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 4.6. 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.

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ARTICLE V

INSURANCE MATTERS

Section 5.1. Existing Insurance Polices. Each of the insurance policies of Entertainco and Sportsco Parent in effect prior to the Distribution are listed on Schedule D hereto (the “Existing Policies”). Certain of the Existing Policies shall be transferred from the original named insured under that policy (the “Transferor”) to another party (the “Transferee”) as indicated in Schedule D (the “Transferred Policies”).

Section 5.2. Disclaimer. With respect to the Transferred Policies, each Transferor does hereby, for itself and each of its subsidiaries, agree that the applicable Transferee 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 the Transferor 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 5.3. Insurance Transition. With respect to the Transferred Policies, each Transferor agrees to use its commercially reasonable efforts to cause the interest and rights of the applicable Transferee 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 the applicable Transferee 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 the applicable Transferor shall transition the administration of the Transferred Policies and related programs noted on Schedule D to the Transferee indicated on Schedule D (or such other entity designated by the applicable Transferee) and the Transferee shall pay the costs and fees of the Transferor during such transition as provided in Article IV and Schedule A.

Section 5.4. Claims Made Policies. With respect to the Transferred Policies, each Transferee 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 the applicable Transferor, and its subsidiaries, subject to the Transferor’s payment of the fees and costs in connection therewith as provided in this Agreement.

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Section 5.5. Post-Distribution Claims for Pre-Distribution Events. In the event that a claim is made after the Distribution for an event that occurred prior to the Distribution, and such claim arises out of: (a) the Spinco Business (as defined in the Distribution Agreement), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Entertainco, and the proceeds (if any) shall be for the benefit of Entertainco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result); (b) the MSG Business (as defined in the Distribution Agreement), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Sportsco, and the proceeds (if any) shall be for the benefit of Sportsco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result); or (c) corporate matters of the pre-Distribution consolidated business that generally impact the MSG Business and Spinco business equally (e.g., D&O), or is the result of an action of a third-party and such action impacts the pre-Distribution consolidated business equally or indiscriminately (e.g., Cyber & Media), the parties will work together in good faith to ensure that such claim is made or caused to be made under the appropriate Existing Policy (whether transferred or not), that the expenses (if any) related to such a claim (e.g., payment of deductibles or expenses/recoveries not covered by the applicable Existing Policy) are borne by Sportsco, and the proceeds (if any) shall be for the benefit of Sportsco (or as otherwise mutually agreed by the parties, with the intent being achieving a fair and equitable result).

Section 5.6. Audits and Adjustments. With respect to the Transferred Policies, each Transferee agrees that it will reimburse the applicable Transferor 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 Transferee or any of its subsidiaries during the period Transferee or such subsidiaries were covered by the relevant insurance policy.

Section 5.7. 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 any Transferee in respect of any insurance policy or any other contract or policy of insurance.

Section 5.8. No Limitation on Sportsco Insurance. Nothing in this Agreement shall be deemed to restrict a Transferor from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period.

Section 5.9. 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.

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ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification of Party Receiving Services. (a) Entertainco agrees to indemnify, defend and hold Sportsco harmless from and against any Loss to which Sportsco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Entertainco of Entertainco Services, other than Losses resulting from Sportsco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Entertainco 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) Sportsco agrees to indemnify, defend and hold Entertainco harmless from and against any Loss to which Entertainco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Sportsco of Sportsco Services, other than Losses resulting from Entertainco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Sportsco 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).

Section 6.2. Indemnification of Party Providing Services. (a) Sportsco agrees to indemnify, defend and hold Entertainco harmless from and against any Loss to which Entertainco may become subject arising out of, by reason of or otherwise in connection with, the provision hereunder by Entertainco of Entertainco Services to Sportsco where such Losses resulted from Sportsco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Sportsco 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) Entertainco agrees to indemnify, defend and hold Sportsco harmless from and against any Loss to which Sportsco may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Sportsco of Sportsco Services to Entertainco where such Losses resulted from Entertainco’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Entertainco 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).

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Section 6.3. Third Party Claims. (a) If a claim or demand is made against Sportsco or Entertainco (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. Notwithstanding anything to the contrary contained herein, Sportsco shall not be required to provide notice to Entertainco for Third Party Claims for which Entertainco is providing legal support as part of the Entertainco Services to the extent that Entertainco has received notice in such capacity.

(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 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.

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(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.

(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) Entertainco and Sportsco 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, Sportsco or Entertainco, 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 Sportsco or Entertainco, as the case may be. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.

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(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 therefor 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.

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. Sportsco and Entertainco 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 Sportsco or Entertainco, 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, (ii) required by applicable law, regulation 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) or (iii) mandated by either or both of the NBA or NHL pursuant to applicable League Rules; provided that to the extent disclosure is required and permitted under the terms of clauses (ii) or (iii) of this Section 7.2, the disclosing party shall provide reasonable advance notice to the non-disclosing party of such required disclosure. 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.

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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.

ARTICLE VIII

TERM

Section 8.1. Duration. (a) Except as provided in Sections 4.6, 6.5, 7.2, 8.2, 8.3, 8.4 and 8.5, the term of this Agreement shall commence on the date hereof (the “Commencement Date”) and shall continue in full force and effect until the earlier of (i) the date that is the day prior to the second anniversary of the Commencement Date, unless otherwise mutually agreed by the parties and (ii) the earlier termination of all Services in accordance with Section 4.5 or 8.1(b).

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

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Sportsco at least twenty (20) Business Days prior to the effective date of release of such Sportsco Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), Sportsco shall discontinue the provision of the Sportsco Services specified in such notice and any such Sportsco Services shall be excluded from this Agreement, Schedule B shall be deemed to be amended accordingly, and this Agreement shall be deemed to be terminated with respect to such Sportsco Service.

Section 8.2. Early Termination by Entertainco. Entertainco may terminate this Agreement by giving written notice to Sportsco under the following circumstances:

(a) if Sportsco 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 Entertainco has given written notice to Sportsco specifying such default and requiring it to be remedied;

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

(c) if a Change of Control of Sportsco has occurred.

Section 8.3. Early Termination by Sportsco. Sportsco may terminate this Agreement by giving written notice to Entertainco under the following circumstances:

(a) if Entertainco 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 Sportsco has given written notice to Entertainco specifying such default and requiring it to be remedied;

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

(c) if a Change of Control of Entertainco has occurred.

Section 8.4. Termination of MSGN Services Agreement. As of the date hereof, Entertainco is party to a Services Agreement (as such agreement may be amended, modified, extended, replaced or supplemented, the “MSGN Services Agreement”) with MSGN Holdings, L.P (“MSGN”). Sportsco and Entertainco acknowledge and agree that the fees set forth on Schedule A contemplate the payment for certain services by MSGN pursuant to that MSGN Services Agreement (i.e., certain fees contemplate expenses being shared by three parties, rather than two), and in the event that the MSGN Services Agreement expires, is terminated, or otherwise ceases to exist (an “MSGN Termination Event”), the parties agree that certain fees on Schedule A may require adjustment to reflect payment by two parties instead of three for services that are also provided for under the MSGN Services Agreement (the “Similar Services”). In the event of an MSGN Termination Event, (a) Entertainco shall promptly notify Sportsco of such MSGN Termination Event, and (b) within fifteen (15) days of such MSGN Termination Event, Entertainco shall deliver Sportsco a revised Schedule A, identifying the Similar Services, and an approximate pro rata distribution of fees (based on Sportsco’s fees reflected on Schedule A as of the date of the MSGN Termination Event compared to Entertainco’s fees/expenses for the same service as of the same date) previously paid for by

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MSGN for such Similar Service under the MSGN Services Agreement. Entertainco shall use reasonable efforts to adjust anticipated expenses to reflect any reduction in headcount or other needs as a result of the MSGN Termination Event, in a way that is reasonable and generally consistent with MSG’s past practices. The revised Schedule A reflecting the pro rata allocation to Sportsco shall automatically become effective the later of (x) forty-five (45) days from the MSGN Termination Event or (y) thirty (30) days from the delivery of such revised Schedule A to Sportsco, unless, prior to that date, Sportsco notifies Entertainco that it desires to terminate any Similar Service identified, and, in either case, Schedule A shall be amended accordingly, with such revised pricing and/or termination being retroactive to the date of the MSGN Termination Event.

Section 8.5. Suspension Due to Force Majeure. In the event the performance by either Sportsco or Entertainco 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 8.6. 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 Entertainco and Sportsco 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 Sportsco or Entertainco, as the case may be), without retaining a copy thereof (other than one copy for file purposes), and (c) each of Entertainco and Sportsco 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.

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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 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 Entertainco:

MSG Sports & Entertainment, LLC (or, after the applicable name change, MSG Entertainment Group, LLC)

Two Penn Plaza

New York, New York 10121

Attention: President

with a copy to:

MSG Sports & Entertainment, LLC (or, after the applicable name change, MSG Entertainment Group, LLC)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

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To Sportsco:

MSG Sports, LLC

Two Penn Plaza

New York, New York 10121

Attention: President

with a copy to:

MSG Sports, LLC

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.

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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.

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; League Rules. 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. In addition, this Agreement is subject in all respects to all applicable League Rules.

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. For the avoidance of doubt, Entertainco acknowledges and agrees that at no time during the term of this Agreement shall it seek to enjoin the playing of any professional sporting event involving any team that is owned, in whole or in part, directly or indirectly, by Sportsco for non-compliance by Sportsco of any terms of this Agreement. 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.

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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 MSG and Sportsco Parent pursuant to the Distribution Agreement.

Section 12.15. No Presumption. Neither Entertainco nor Sportsco 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.

Exhibit 10.3

TAX DISAFFILIATION AGREEMENT

BETWEEN

THE MADISON SQUARE GARDEN COMPANY

(TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.)

AND

MSG ENTERTAINMENT SPINCO, INC.

(TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.)

dated as of March 31, 2020

TABLE OF CONTENTS

i

ii

TAX DISAFFILIATION AGREEMENT

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined below)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

RECITALS

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

WHEREAS, pursuant to the Contribution Agreement (as defined below), (a) MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), intends to complete the Sports Assignments (as defined below), and (b) MSG intends to complete the Entertainment Assignments (as defined below);

WHEREAS, the Board of Directors of MSG has authorized the distribution to the holders of the issued and outstanding shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of MSG (collectively, the “MSG Shares”) 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, and Class B Common Stock, par value $0.01 per share, of Spinco (each, a “Spinco Share” and collectively, the “Spinco Shares”), respectively, on the basis of one Spinco Share for every one MSG Share (the “Distribution”);

WHEREAS, MSG and Spinco intend the Recapitalization (as defined below) to qualify as a tax-free transaction under section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (as defined below);

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

WHEREAS, the Boards of Directors of MSG 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 MSG 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 Sports Assignments as a transaction that is disregarded for U.S. federal income Tax purposes, (ii) the Recapitalization as a tax-free transaction to which section 368(a)(1)(E) of the Code applies, and (iii) the 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.

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

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

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

“Companies” means MSG and Spinco.

“Company” means MSG 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 MSG Common Shares or Spinco Shares that are granted by MSG, 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.

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

“Contribution” means the Entertainment Assignments.

“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, as amended.

“Deconsolidation Taxes” means any Taxes imposed on any member of the MSG Group or the Spinco Group as a result of or in connection with the Sports Assignments, the Contribution and the Distribution (or any portion thereof), 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 Contribution and the Distribution failed to be tax-free to MSG 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) or 361(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.

“Entertainment Assignments” has the meaning set forth in the Contribution Agreement.

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

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“Employee Matters Agreement” means the Employee Matters Agreement by and between MSG 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 MSG 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 MSG 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 MSG Group or the Spinco Group, as the context requires.

“Income Tax” or “Income Taxes” means any Tax that is imposed on or measured by or referred to as income, gross income, gross receipts, profits, capital stock, franchise or other similar Tax.

“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.

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

“MSG Business” has the meaning ascribed to the term “MSG 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 (as defined in section 355(b)(3)(B) of the Code) of MSG.

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

“MSG Indemnified Party” includes each member of the MSG 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.

“MSG Restricted Action” means any action by MSG 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 MSG Restricted Action even if MSG or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5(b).

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

“MSG Tainting Act” means any breach of a representation or covenant made by MSG in Section 7.1 of this Agreement or the taking of a MSG Restricted Action, if as a result of such breach or taking of a MSG Restricted Action a Final Determination is made that the Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a transaction 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) or 361(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.

“Non-Income Tax” or “Non-Income Taxes” means any Tax that is not an Income Tax.

“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.

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“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 MSG Shares, but does not include such an acquisition if such MSG Shares, before such acquisition, were themselves 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 MSG in exchange for all of the Spinco Pre-Recapitalization Shares held by MSG.

“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.

“Satisfactory Guidance” means either a ruling from the IRS or an Unqualified Opinion, in either case reasonably satisfactory to MSG 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 MSG 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 MSG Group.

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“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 (as defined in section 355(b)(3)(B) of the Code) of Spinco.

“Spinco Share” or “Spinco 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 any breach of a representation or 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 Contribution and the Distribution failed to be tax-free by reason of (i) failing to qualify as a transaction 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) or 361(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.

“Sports Assignments” has the meaning set forth in the Contribution Agreement.

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

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“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).

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

“Tax-Free Status” means the qualification of the 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 MSG 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 MSG 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 MSG in connection with the Distribution to the effect that (i) MSG will not recognize gain or loss upon the Distribution under section 355(c) or section 361(c) of the Code, and (ii) shareholders of MSG 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 Spinco Shares.

“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 Contribution Agreement and the Distribution Agreement and includes, for the avoidance of doubt, (i) the Sports Assignments, (ii) the Contribution, (iii) the Recapitalization, and (iv) 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.

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“Transition Services Agreement” means the transition services agreement between MSG 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 MSG 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 MSG or Spinco (as the context dictates).

“Arena License Agreements” means (i) the Arena License Agreement between MSG Arena, LLC and New York Knicks, LLC dated on or about the date hereof, and (ii) the Arena License Agreement between MSG Arena, LLC and New York Rangers, LLC dated on or about the date hereof.

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

2.1 Allocation of Taxes. Except as provided in Section 2.2, Taxes shall be allocated as follows:

(a) MSG shall be liable for and shall be allocated (i) any Taxes attributable to members of the MSG Group for all periods, and (ii) any Income Taxes attributable to members of the Spinco Group for any Pre-Distribution Period.

(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 Non-Income Taxes attributable to members of the Spinco-Group for any Pre-Distribution Period.

(c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2):

(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 MSG Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis.

(ii) 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.

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(iii) 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.

(iv) 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 Special Allocation of Certain Taxes. Notwithstanding any other provision of this Agreement:

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

(b) Spinco shall indemnify and hold harmless each MSG Indemnified Party from and against any liability of MSG 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 MSG Indemnified Party hereunder if there has occurred, prior to such Spinco Tainting Act, a MSG Tainting Act and such Distribution Taxes are attributable to such MSG 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 MSG 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) MSG 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) In the case of any conflict between this Agreement and any of the Arena License Agreements in relation to any Tax matters addressed by such Arena License Agreement, the applicable Arena License Agreement shall prevail unless such Arena License Agreement explicitly states that this Agreement shall control.

(e) 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 MSG.

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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) MSG 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 MSG 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 MSG under other provisions of this Agreement). Nothing in this Section 3.1(b) shall be construed to affect MSG’s right or responsibility to file the Tax Returns whose filing is allocated to MSG under other provisions of this Agreement.

3.2 Separate Returns.

(a) Tax Returns to be Prepared by MSG. MSG 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 MSG 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, MSG shall have the right to review and approve such returns, such approval not to be unreasonably delayed, conditioned or withheld by MSG.

3.3 Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), MSG 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.

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3.4 Provision of Information.

(a) MSG shall provide to Spinco, and Spinco shall provide to MSG, any information about members of the MSG 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 MSG Group, or a member of the MSG 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 MSG Group or Spinco Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with 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 MSG 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 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 MSG 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, MSG 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 MSG pursuant to this Agreement shall be for the account of MSG. Any refunds, credits or offsets with respect to Taxes allocated to Spinco pursuant to this Agreement shall be for the account of Spinco.

(b) MSG 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 MSG or any of its Affiliates. Spinco shall forward to MSG, or reimburse MSG for, any refunds, credits or offsets,

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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 MSG 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 MSG 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 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.

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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. MSG 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 MSG Group. If any member of the MSG 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 MSG 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 MSG 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 MSG 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 MSG under this Agreement, MSG 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 MSG under this Agreement, MSG 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. Any payments of interest made under this Section 4.3 shall be treated as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable law.

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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 (except as provided in Section 4.3) made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution or as payments of an assumed or retained liability.

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) Upon request by MSG, Spinco shall join with MSG in making 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 MSG for any cost to the MSG Group of making such an election (but it being understood that any such cost arising from Taxes shall be limited to Excess Taxes). MSG 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.

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(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, MSG 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.

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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 MSG 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 MSG, and MSG 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 MSG 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.

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6.2 Access to Tax Records. Spinco shall make available, and cause its Subsidiaries to make available, to members of the MSG 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 MSG Group or any of their Affiliates or with respect to any Tax Contest with respect to such return. MSG 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 MSG and Spinco.

(a) MSG 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 MSG 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) MSG further covenants that, as of and following the date hereof, MSG shall not and shall cause the members of the MSG 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.

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7.2 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.

7.3 Covenants of MSG.

(a) Without limiting the generality of the provisions of Section 7.1, MSG, on behalf of itself and each member of the MSG Group, agrees and covenants that MSG and each member of the MSG Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in MSG’s ceasing to be engaged in the active conduct of the MSG Business with the result that MSG 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 MSG) any of MSG’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 7.4(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of MSG that would affect the relative voting rights of separate classes of MSG’s stock or would convert one class of MSG’s stock into another class of its stock, (iv) liquidate (within the meaning of section 331 of the Code and the Treasury Regulations promulgated

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thereunder) or partially liquidate MSG, (v) merge MSG with any other corporation (other than in a transaction that does not affect the relative shareholding of MSG shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of MSG 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 MSG 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 MSG representing a Fifty-Percent Equity Interest in MSG (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 MSG Group’s failure to comply with the covenants and representations in this Section 7.

7.4 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 MSG consents in writing to such Spinco Restricted Action, or if Spinco provides MSG with Satisfactory Guidance concluding that such Spinco Restricted Action will not alter the Tax-Free Status of the Distribution in respect of MSG and MSG’s shareholders.

(ii) Spinco and each of its Subsidiaries agree that MSG and each MSG 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 MSG Indemnified Party against any such Tax. Spinco shall bear all costs incurred by it, and all reasonable costs incurred by MSG, in connection with requesting and/or obtaining any Satisfactory Guidance.

(b) Exceptions with Respect to MSG.

(i) Notwithstanding Section 7.4(a) above, MSG or any of its Subsidiaries may take a MSG Restricted Action if Spinco consents in writing to such MSG Restricted Action, or if MSG provides Spinco with Satisfactory Guidance concluding that such MSG Restricted Action will not alter the Tax-Free Status of the Distribution in respect of Spinco and Spinco’s shareholders.

(ii) MSG and each of its Subsidiaries agree that Spinco and each Spinco Affiliate are to have no liability for any Tax resulting from any MSG 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. MSG shall bear all costs incurred by it, and all reasonable costs incurred by Spinco, in connection with requesting and/or obtaining any Satisfactory Guidance.

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7.5 Injunctive Relief. For the avoidance of doubt, MSG 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.

7.6 Further Assurances. For the avoidance of doubt, (i) neither MSG nor a member of the MSG 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 Tax Opinion or the Tax Opinion Representations, 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 MSG or a member of the MSG Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Tax Opinion or the Tax Opinion Representations.

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 MSG:

The Madison Square Garden Company (or, after the applicable name change, Madison Square Garden Sports Corp.)

11 Penn Plaza

New York, New York 10001

Attention: General Counsel

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with copy to:

MSG Entertainment Spinco, Inc. (or, after the applicable name change, Madison Square Garden Entertainment Corp.)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

To Spinco:

MSG Entertainment Spinco, Inc. (or, after the applicable name change, Madison Square Garden Entertainment Corp.)

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.

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8.10 Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of MSG without the approval of Spinco or the stockholders of MSG. 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 MSG 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 MSG Indemnified Parties any rights or remedies against MSG 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 MSG and Spinco acknowledges that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.

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(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.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the respective officers as of the date set forth above.

[Signature Page to Tax Disaffiliation Agreement]

SCHEDULE A

Tax Counsel to The Madison Square Garden Company

Sullivan & Cromwell LLP

KPMG LLP

Exhibit 10.4

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

THE MADISON SQUARE GARDEN COMPANY

(TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.)

AND

MSG ENTERTAINMENT SPINCO, INC.

(TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.)

Dated as of March 31, 2020

TABLE OF CONTENTS

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-ii-

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Exhibits

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EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 31, 2020, is by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Distribution (as defined herein)), a Delaware corporation (“MSGS”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSGS (“Spinco” and, together with MSGS, each, a “Party” and collectively, the “Parties”).

RECITALS

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

WHEREAS, in order to effectuate the foregoing, MSGS and Spinco have entered into a Distribution Agreement, dated as of March 31, 2020 (the “Distribution Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the Spinco Business shall be separated from the MSGS Business, and all of the issued and outstanding shares of Spinco Common Stock beneficially owned by MSGS shall be distributed (the “Distribution”) to the holders of the issued and outstanding MSGS Common Stock; and

WHEREAS, MSGS 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) Plan” shall have the meaning ascribed thereto in Section 4.1 of this Agreement.

“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.

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“Actual Benefit Cost” shall have the meaning set forth in Section 6.5(b).

“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 Sports & Entertainment, LLC 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 MSGS Options, MSGS RSUs, Spinco Options, and Spinco RSUs.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Benefit Cost” shall have the meaning set forth in Section 6.5(b).

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“Former MSGS Employee” means:

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 MSGS Employee.

“Former Spinco Employee” means:

Any individual who is an employee of any member of the MSGS Group on the Distribution Date or a Former MSGS 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 MSGS 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 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.

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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.

“MSGS” shall have the meaning ascribed thereto in the preamble to this Agreement.

“MSGS Business” means all businesses and operations conducted by the MSGS Group from time to time, whether prior to, at or after the Distribution Date, other than the Spinco Business.

“MSGS Common Stock” means the issued and outstanding Class A Common Stock, par value $0.01 per share, of MSGS and Class B Common Stock, par value $0.01 per share, of MSG.

“MSGS Compensation Committee” means the Compensation Committee of the Board of Directors of MSG.

“MSGS Director” means any individual who is a current or former non-employee director of MSGS as of the Distribution Date.

“MSGS Employee” means any individual who, immediately following the Distribution Date, will be employed by MSGS or any member of the MSGS Group in a capacity considered by MSGS 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).

“MSGS Excess Cash Balance Plan” shall have the meaning ascribed thereto in Section 5.1(a) of this Agreement.

“MSGS Excess Savings Plan” shall have the meaning ascribed thereto in Section 5.3(a).

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“MSGS Excess Retirement Plan” shall have the meaning ascribed thereto in Section 5.2(a) of this Agreement.

“MSGS Flexible Spending Accounts Plan” shall have the meaning ascribed thereto in Section 6.2 of this Agreement.

“MSGS Group” means, as of the Distribution Date, MSGS 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 MSGS Group shall not include any member of the Spinco Group.

“MSGS Health & Welfare Plans” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.

“MSGS Liabilities” means all Liabilities assumed or retained by any member of the MSGS Group pursuant to this Agreement.

“MSGS Option” means an option to buy MSGS Class A Common Stock granted pursuant to an MSGS Share Plan (including the options adjusted for the Distribution) and outstanding as of the Distribution Date (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).

“MSGS Participant” means any individual who, immediately following the Distribution Date, is an MSGS Employee, a Former MSGS Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

“MSGS Plan” means any Plan sponsored, maintained or contributed to by MSGS or any of its Subsidiaries, including the MSGS Retained Retirement Plans, MSGS Share Plans, MSGS Flexible Spending Accounts Plan, MSGS Health & Welfare Plans and MSGS Retained Multi-Employer Benefit Plans.

“MSGS Retained Multi-Employer Benefit Plans” means the multi-employer plans that are listed on Exhibit C.

“MSGS Retained Retirement Plans” means the retirement plans that are listed on Exhibit A.

“MSGS RSU” means a restricted stock unit (including, for the avoidance of doubt, any restricted stock unit that is subject to performance vesting conditions) representing an unfunded and unsecured promise to deliver a share of MSGS Class A Common Stock, or cash or other property equal in value to the share of MSGS Class A Common Stock, that is granted pursuant to an MSGS Share Plan and outstanding as of the Distribution Date (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).

“MSGS 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 MSGS or its Subsidiaries or affiliates, as amended.

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“NASDAQ” means The NASDAQ Stock Market LLC.

“NYSE” means the New York Stock Exchange.

“Participating Company” means MSGS and any Person (other than a natural person) participating in an MSGS 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.

“Shared Executives” means those individuals who, as of the Distribution Date, are employed in a senior executive capacity by both MSGS and Spinco.

“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 (A) the businesses and operations of the Sports Properties Group and (B) the other businesses and operations conducted by the Spinco Group as more fully described in the Spinco Information Statement and excluding the MSGS Business.

“Spinco Common Stock” means the 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.

“Spinco Director” means any individual who is a current non-employee director of Spinco as of the Distribution Date.

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“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).

“Spinco Excess Cash Balance Plan” shall have the meaning ascribed thereto in Section 5.1(a).

“Spinco Excess Savings Plan” shall have the meaning ascribed thereto in Section 5.3(a).

“Spinco Excess Retirement Plan” shall have the meaning ascribed thereto in Section 5.2(a).

“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 MSGS Group.

“Spinco Health & Welfare Plans” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.

“Spinco Information Statement” means the definitive information statement distributed to holders of MSGS 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 (or shortly thereafter to the extent necessary to determine any adjustments 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.

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“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.

“Spinco RSU” means a restricted stock unit (including, for the avoidance of doubt, any restricted stock unit that is subject to performance vesting conditions) 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 (or shortly thereafter to the extent necessary to determine any adjustments in connection with the Distribution).

“Spinco Share Plans” means the Spinco 2020 Employee Stock Plan, Spinco 2020 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.

“Subsidiary” has the same meaning as provided in the Distribution Agreement.

“Transition Period” means, with respect to each MSGS 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.

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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, MSGS shall, or shall cause one or more members of the MSGS Group to, assume or retain and MSGS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSGS Plans (provided that, as between MSGS and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSGS Employees, Former MSGS Employees, MSGS 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 MSGS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSGS 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 MSGS Group, and (iii) any other Liabilities expressly assumed by or retained by MSGS 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 MSGS Group as provided for in this Section 2.1(a) are intended to be MSGS Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSGS Group include the retirement benefits and health and welfare plan benefits under the MSGS Plans for all MSGS Employees, Former MSGS 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 MSGS, upon MSG’s presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSGS 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, MSGS shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSGS 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 MSGS or any of its Subsidiaries.

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Section 2.2 MSGS Participation in Spinco Plans.

(a) During the Transition Period. Except for the Spinco Plans described in Articles III, V, VII and VIII herein, until the Transition Period End Date, MSGS and each member of the MSGS Group that presently participates in a particular Spinco Plan may continue to be a Participating Company in such Spinco Plan, and MSGS and Spinco shall take all necessary action to effectuate each such continuation. MSGS and each member of the MSGS Group shall pay Spinco for any MSGS Employee or Former MSGS Employee’s participation in the Spinco Plans.

(b) After the Transition Period. Except as otherwise expressly provided for in this Agreement, effective as of the Transition Period End Date, MSGS and each member of the MSGS Group shall cease to be a Participating Company in the corresponding Spinco Plan, and MSGS and Spinco shall take all necessary action to effectuate each such cessation.

Section 2.3 Service Recognition.

(a) Pre-Distribution Service Credit. MSGS shall give each MSGS Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any MSGS Plan for such MSGS Participant’s service with any member of the Spinco Group prior to the Distribution Date to the same extent such service was recognized by the corresponding Spinco 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 MSGS Retained Retirement Plans and Spinco Retained Retirement Plans. Each of MSGS and Spinco (acting directly or through their respective Subsidiaries) shall cause each of the MSGS 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 MSGS Employee who participates in, or is eligible to participate but as of June 30, 2021 (the “Service Crediting Date”) is not participating in, any of the MSGS 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 MSGS Employee has been continuously employed by the MSGS Group from the Distribution Date through the date such MSGS Employee commences active employment with a member of the Spinco Group, then such MSGS Employee’s service with the MSGS 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 MSGS Employee’s service with the MSGS Group was recognized under the corresponding MSGS Retained Retirement Plans, if any.

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(ii) If a Spinco Employee becomes employed by a member of the MSGS 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 MSGS 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 MSGS 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 MSGS 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 MSGS Employee or Spinco Employee who is hired or rehired by any member of the Spinco Group or the MSGS Group after the termination of such MSGS Employee’s or Spinco Employee’s employment with either the MSGS Group or the Spinco Group within such period.

(iv) Notwithstanding anything in this Agreement to the contrary, the employment service with the MSGS Group or the Spinco Group shall not be double counted or result in duplicative benefits or service crediting under any MSGS Retained Retirement Plan or Spinco Retained Retirement Plan.

(c) Post-Distribution Service Crediting for the MSGS and Spinco Health & Welfare Plans.

(i) If an MSGS Employee who participates in any of the MSGS 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 MSGS Employee has been continuously employed by the MSGS Group from the Distribution Date through the date such MSGS Employee commences active employment with a member of the Spinco Group, then such MSGS Employee’s service with the MSGS 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 MSGS Employee’s service with the MSGS Group was recognized under the corresponding MSGS 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 MSGS 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 MSGS Group, then such Spinco Employee’s service with the Spinco Group following the Distribution Date shall be recognized for purposes of eligibility under the corresponding MSGS 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 Cash Balance Pension Plan. As of the Distribution Date, a member of the Spinco Group shall retain all of the assets in the trust underlying the Cash Balance Pension Plan, and remain responsible for all Liabilities under the Cash Balance Pension Plan.

ARTICLE IV

U.S. QUALIFIED DEFINED CONTRIBUTION PLANS

Section 4.1 401(k) Plan. On or prior to the Distribution Date, MSGS and Spinco shall take all necessary actions to add MSGS as a contributing employer to the Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”). On and after the Distribution Date, MSGS Participants who, immediately prior to the Distribution Date were participants in, or entitled to, future benefits under the 401(k) Plan shall continue to participate in the 401(k) Plan on the same terms and conditions as 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) Plan with respect to MSGS Participants, determined in accordance with the terms of the 401(k) Plan, ERISA and the Code, shall be paid by MSGS to the 401(k) Plan.

Section 4.2 Investment and Benefits Committee. Effective as of the Distribution Date, MSGS shall establish an Investments and Benefits Committee, which, among other things, shall oversee its participation in the 401(k) Plan.

ARTICLE V

NONQUALIFIED PLANS

Section 5.1 Excess Cash Balance Pension Plan.

(a) No later than the Distribution Date, MSGS shall establish and make payments pursuant to a non-qualified defined benefit pension plan (the “MSGS Excess Cash Balance Plan”) to provide non-qualified retirement benefits to MSGS Employees (including Shared Executives) who, immediately prior to the effective date of the MSGS Excess Cash Balance Plan, were entitled to future benefits under the MSG Sports & Entertainment, LLC Excess Cash Balance Plan (the “Spinco Excess Cash Balance Plan”) and shall assume the Liabilities as of the Distribution Date of the Spinco Excess Cash Balance Plan relating to MSGS Employees, Former MSGS Employees and Shared Executives.

(b) As of the effective date of the MSGS Excess Cash Balance Plan, MSGS (acting directly or through its Subsidiaries) shall cause the MSGS Excess Cash Balance Plan to recognize and maintain all existing beneficiary designations with respect to MSGS Employees, Former MSGS Employees and Shared Executives under the Spinco Excess Cash Balance Plan.

(c) The Parties agree that the Liabilities of the Spinco Excess Cash Balance Plan relating to MSGS Employees, Former MSGS Employees and Shared Executives shall be transferred to the MSGS Excess Cash Balance Plan effective as of the Distribution Date.

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Section 5.2 Excess Retirement Plan.

(a) No later than the Distribution Date, MSGS shall establish and make payments pursuant to a non-qualified defined benefit pension plan (the “MSGS Excess Retirement Plan”) to provide non-qualified retirement benefits to eligible MSGS Employees and shall assume the Liabilities as of the Distribution Date of the MSG Sports & Entertainment, LLC Excess Retirement Plan (the “Spinco Excess Retirement Plan”) relating to MSGS Employees and, subject to the following sentence, Former MSGS Employees. For the avoidance of doubt, MSGS shall not assume, and Spinco shall remain responsible for, any Liabilities of the Spinco Excess Retirement Plan relating to any individual who is no longer employed by the MSGS Group or the Spinco Group as of the Distribution Date and has already commenced receipt of his or her benefit under such plan.

(b) As of the effective date of the MSGS Excess Retirement Plan, MSGS (acting directly or through its Subsidiaries) shall cause the MSGS Excess Retirement Plan to recognize and maintain all existing beneficiary designations with respect to MSGS Employees and, as applicable pursuant to Section 5.2(a), Former MSGS Employees, under the Spinco Excess Retirement Plan.

(c) The Parties agree that, effective as of the Distribution Date, the Liabilities of the Spinco Excess Retirement Plan relating to MSGS Employees and, as applicable pursuant to Section 5.2(a), Former MSGS Employees, shall be transferred to the MSGS Excess Retirement Plan.

Section 5.3 Excess Savings Plan.

(a) Establishment of the MSGS Excess Savings Plan. No later than the Distribution Date, MSGS shall establish a defined contribution plan for the benefit of MSGS Employees (including Shared Executives) (the “MSGS Excess Savings Plan”) who, immediately prior to the effective date of the MSGS Excess Savings Plan, were participants in, or entitled to future benefits under, the MSG Sports & Entertainment, LLC Excess Savings Plan (the “Spinco Excess Savings Plan”).

(b) Transfer of Spinco Excess Savings Plan Accounts. No later than the Distribution Date, Spinco shall cause the accounts in the Spinco Excess Savings Plan attributable to MSGS Employees, Former MSGS Employees and Shared Executives to be transferred to the MSGS Excess Savings Plan and MSGS shall cause the MSGS Excess 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 Spinco Excess Savings Plan relating to the accounts of MSGS Employees, Former MSGS Employees and Shared Executives as of the effective date of the MSGS Excess Savings Plan.

(c) Continuation of Elections. As of the effective date of the MSGS Excess Savings Plan, MSGS (acting directly or through its Subsidiaries) shall cause the MSGS Excess Savings Plan to recognize and maintain all elections, including deferral elections and beneficiary designations, as applicable, with respect to MSGS Employees, Former MSGS Employees and Shared Executives under the Spinco Excess 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 MSGS Excess Savings Plan.

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Section 5.4 Transferred Employees. Employees who transfer from Spinco to MSGS between the Distribution Date and June 30, 2021 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 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 MSGS Excess Cash Balance Plan, MSGS Excess Retirement Plan or the MSGS Excess Savings Plan on the date of transfer, and Spinco shall pay MSGS an amount equal to the vested account balance as of the transfer date within 30 days of such transfer date. Employees who transfer from MSGS to Spinco between the Distribution Date and June 30, 2021 will not be eligible for an immediate distribution of their account balance from the MSGS Excess Cash Balance Plan, MSGS Excess Retirement Plan or the MSGS Excess 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 MSGS Excess Cash Balance Plan, Spinco Excess Retirement Plan or the Spinco Excess Savings Plan on the date of transfer, and MSGS shall pay Spinco 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 MSGS Excess Cash Balance Plan, Spinco Excess Cash Balance Plan, MSGS Excess Retirement Plan, Spinco Excess Retirement Plan, MSGS Excess Savings Plan or the Spinco Excess Savings Plan, each of which shall provide that no distribution of retirement benefits shall be made to any MSGS Employee or Spinco Employee on account of these transactions.

ARTICLE VI

U.S. HEALTH AND WELFARE PLANS

Section 6.1 Health and Welfare Plans Maintained by Spinco Prior to the Distribution Date.

(a) Establishment of the MSGS Health & Welfare Plans. Spinco or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Exhibit E attached hereto (the “Spinco Health & Welfare Plans”) for the benefit of eligible MSGS Participants and Spinco Participants. Effective as of January 1, 2021 (the “Effective Date”), MSGS shall, or shall cause one of its Subsidiaries to, adopt health and welfare plans (other than a retiree medical program) for the benefit of eligible MSGS Participants (collectively, the “MSGS Health & Welfare Plans”).

(b) Terms of Participation in MSGS Health & Welfare Plans. MSGS (acting directly or through its Subsidiaries) shall cause all MSGS 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 MSGS Participants, other than limitations that were in effect with respect to MSGS Participants immediately prior to the Effective Date, (ii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an MSGS Participant immediately prior to the Effective Date to the extent such MSGS Participant had satisfied any similar limitation under the analogous Spinco Health & Welfare Plan, and (iii) in the case of self-insured MSGS Health &

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Welfare Plans, provide credit for all benefits paid to MSGS Participants under the Spinco Health & Welfare Plans for purposes of determining when such persons have reached their lifetime maximums (if any) under the MSGS Health & Welfare Plan. Notwithstanding the foregoing, in the event that any MSGS Participant, Former MSGS Employee, or dependent thereof is confined to a facility for treatment as of the Effective Date, such persons nevertheless shall become covered under MSGS Health & Welfare Plans as of such date, and shall cease being covered under Spinco Health & Welfare Plans as of such date.

Section 6.2 Flexible Spending Accounts Plan. As of the Effective Date, MSGS (acting directly or through its Subsidiaries) shall establish a flexible spending accounts plan (the “MSGS Flexible Spending Accounts Plan”) with features that are comparable to those contained in the flexible spending accounts plan maintained by Spinco for the benefit of MSGS Participants immediately prior to the Effective Date (the “Spinco Flexible Spending Accounts Plan”). Following the Effective Date, MSGS Participants that presently participate in the Spinco Flexible Spending Accounts Plan may submit, for reimbursement in accordance with the Spinco Flexible Spending Accounts Plan, claims for health costs incurred during the 2020 plan year and any applicable grace period thereafter, and Spinco shall be responsible for the payment of such claims. MSGS shall be entitled to retain the net positive balance, if any, of the MSGS Participants’ flexible spending accounts from the 2020 plan year. MSGS shall pay to Spinco the net negative balance, if any, of the MSGS Participants’ flexible spending accounts from the 2020 plan year. As of the Effective Date, MSGS shall be responsible for administering all reimbursement claims of MSGS Participants under the MSGS Flexible Spending Accounts Plan with respect to calendar year 2020 under the MSGS Flexible Spending Accounts Plan.

Section 6.3 Legal Plan. Any case initiated by an MSGS Participant under the Spinco Group Legal Plan prior to the Effective Date will continue under such plan until its completion regardless of whether the MSGS Participant enrolls in the MSGS Group Legal Plan after the Effective Date.

Section 6.4 COBRA and HIPAA. As of the Effective Date, MSGS (acting directly or through its Subsidiaries) shall assume, or shall have caused the MSGS Health & Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to MSGS Participants who, as of the day prior to the Effective Date, were covered under a Spinco Health & Welfare Plan pursuant to COBRA or were eligible for COBRA under a Spinco Health & Welfare Plan and incur any COBRA claims after the Effective Date. Spinco shall be responsible for the claims incurred by MSGS Participants prior to the Effective Date, regardless of whether payments for such claims are made or due after the Effective Date. Spinco (acting directly or through its Subsidiaries) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the Spinco Health & Welfare Plans with respect to MSGS 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 MSGS Group to the Spinco Group or directly from the Spinco Group to the MSGS Group that occur before the Effective Date shall constitute a COBRA “qualifying event” for purposes of COBRA.

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Section 6.5 Liabilities.

(a) Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, Spinco shall cause the Spinco Health & Welfare Plans to fully perform, pay and discharge all claims of MSGS Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) for the Spinco Health & Welfare Plans, and MSGS shall pay Spinco for premiums incurred by Spinco in respect of MSGS Participants from the Distribution Date through the Effective Date. MSGS shall cause the MSGS Health & Welfare Plans to fully perform, pay and discharge all claims of MSGS Participants that are incurred on or after the Effective Date. With respect to claims of MSGS Participants that are incurred under such Spinco Health & Welfare Plans prior to the Effective Date (whether reported or unreported by the Effective Date), but after the Distribution Date, and paid by the Spinco Health & Welfare Plans, MSGS, as a Participating Company, shall promptly reimburse Spinco for any administrative or other expenses.

(i) Long-Term Disability. Any MSGS Participant who is on long-term disability leave and receiving long-term disability benefits under the MSG Sports & Entertainment, LLC Long Term Disability Plan as of the Effective Date shall continue to receive benefits under the MSG Sports & Entertainment, LLC 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, MSGS (i) shall pay Spinco the Estimated Benefit Cost (defined below) for each month from the Distribution Date through the Effective Date for each MSGS Participant participating in such benefits (prorated for any partial month based on the number of days in such month) and (ii) acting directly or through its Subsidiaries, shall cause the MSGS Health & Welfare Plans to fully perform, pay and discharge all claims of MSGS Participants that are incurred on or after the Effective Date. The “Estimated Benefit Cost” shall equal the aggregate monthly cost of such self-insured benefits on a per-employee basis, as set forth in Spinco’s applicable annual budget (as may be adjusted quarterly), taking into account relevant claims experience. As soon as administratively practicable after the Effective Date, Spinco and MSGS shall determine the actual cost of providing such self-insured benefits to the MSGS Participants for the period from the Distribution Date through the Effective Date (the “Actual Benefit Cost”), which shall be determined based on the number, and claims experience, of MSGS Participants and Spinco Participants during that period. If the Actual Benefit Cost is greater than the aggregate Estimated Benefit Cost paid by MSGS, then MSGS shall promptly pay Spinco such shortfall, or if the aggregate Estimated Benefit Cost paid by MSGS is greater than the Actual Benefit Cost, then Spinco shall promptly reimburse such excess amount to MSGS. Except as provided otherwise herein, MSGS shall promptly reimburse Spinco for the administrative and other expenses related to self-insured benefit claims of MSGS Participants paid by the Spinco Health & Welfare Plans or Spinco that were incurred prior to the Effective Date (whether reported or unreported by the Effective Date).

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(i) Short-Term Disability.

(A) Any MSGS Participant who is on short-term disability leave and receiving short-term disability benefits under the Sports & Entertainment, LLC Short Term Disability Plan as of the Effective Date shall continue to receive short-term disability benefits under the MSG Sports & Entertainment, LLC Short Term Disability Plan. MSGS, as a Participating Company, shall reimburse Spinco for all administrative and other expenses paid by the MSG Sports & Entertainment, LLC Short Term Disability Plan or Spinco after the Effective Date. MSGS shall continue to pay any short-term disability benefits owed to an MSGS Participant under the MSG Sports & Entertainment, LLC Short Term Disability Plan.

(B) Any MSGS 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 Sports & Entertainment, LLC Long Term Disability Plan, will continue to be eligible for long-term disability benefits under the MSG Sports & Entertainment, LLC 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.

(d) Retiree Medical Program. Notwithstanding the foregoing, Spinco shall retain all Liabilities under the Spinco Retiree Medical Program, whether incurred before, on or after the Distribution Date, with respect to qualifying MSGS Participants and Spinco Participants.

Section 6.6 Time-Off Benefits. MSGS shall credit each MSGS Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as such MSGS Participant had with the Spinco Group as of the Distribution Date or as of an employee’s transfer date for a Spinco Employee who becomes an MSGS Employee prior to the Service Crediting Date. Spinco shall credit each Spinco 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 an MSGS Employee who becomes a Spinco Employee prior to the Service Crediting Date. Notwithstanding the above, MSGS shall not be required to credit any MSGS Participant and Spinco shall not be required to credit any Spinco 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 Spinco Group or MSGS Group, respectively.

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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 or MSGS Participant for purposes of any policy, plan, program or agreement of MSGS or Spinco or any member of the MSGS 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 MSGS 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 MSGS Compensation Committee in connection with the Distribution and the provisions of this Article VII.

Section 7.2 Taxes and Withholding.

(a) Options.

(i) Exercise Price.

(A) Upon the exercise of an MSGS Option, whether by an MSGS Employee, Former MSGS Employee, MSGS Director, Spinco Employee, Former Spinco Employee or Spinco Director, the Parties shall take steps to ensure that the exercise price is delivered to MSG.

(B) Upon the exercise of a Spinco Option, whether by an MSGS Employee, Former MSGS Employee, MSGS 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 MSGS Option or Spinco Option, the employer or, in the case of a Former MSGS Employee or Former Spinco Employee, the former employer of such holder shall fund any employer taxes.

(B) Upon exercise of an MSGS 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 MSGS Employee or Former Spinco Employee, the former employer of such holder.

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(b) [Intentionally Omitted.]

(c) Restricted Stock Units.

(i) Settlement.

(A) After the Distribution Date, MSGS shall be responsible for all Liabilities under MSGS RSUs, whether such MSGS RSUs are held by MSGS Employees, Former MSGS Employees, Spinco Employees, Former Spinco Employees and individuals who received such MSGS RSUs in their capacity as MSGS Directors. MSGS shall settle, and satisfy any dividend obligations with respect to, such MSGS RSUs in accordance with the terms of its 2015 Employee Stock Plan and its 2015 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 MSGS Employees, Former MSGS 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 its 2020 Employee Stock Plan.

(ii) Taxes.

(A) Upon settlement of any MSGS RSU or Spinco RSU, other than an MSGS RSU that is held by an individual who received such MSGS RSU in his capacity as an MSGS Director, the employer, or, in the case of a Former MSGS Employee or Former Spinco Employee, the former employer, of such holder shall fund any employer taxes.

(B) Upon settlement of any MSGS RSU or Spinco RSU, other than an MSGS RSU that is held by an individual who received such MSGS RSU in his capacity as an MSGS 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 MSGS Employee or Former Spinco Employee, the former employer of such holder.

(C) MSGS will be responsible for any tax reporting obligations associated with any MSGS RSUs that are held by an individual who received such MSGS RSU in his capacity as an MSGS Director.

(d) Tax Deductions. With respect to the Equity Compensation held by individuals who are MSGS Employees or MSGS Directors at the time the Equity Compensation becomes taxable and individuals who are Former MSGS Employees at such time, MSGS 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

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and/or local tax deductions after the Distribution Date, and MSGS shall not claim such deductions. If either MSGS or Spinco determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to MSGS 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 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, MSGS 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, MSGS and Spinco shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and MSGS 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 MSGS Options and Spinco Options and the settlement of MSGS 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 cash incentive awards established under MSG’s 2015 Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by MSG) as approved by the MSGS 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.

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(b) Liability.

(i) Effective as of the Distribution Date, 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 cash incentive awards, or portion of any such incentive awards, including awards established under MSG’s 2015 Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by MSG), 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, MSGS shall have no obligations with respect to any such incentive awards. As soon as reasonably practicable, but in any event within 30 days, following the date that MSGS or Spinco pays an annual cash incentive award established with respect to the fiscal year ending June 30, 2020 to a MSGS Participant or Spinco Participant who, immediately prior to the Distribution, was a “corporate” employee of MSGS (including Shared Executives), the Parties shall cooperate to ensure that each Party is responsible for (and reimburses as applicable) the portion of the Liability with respect to such award accrued as of the Distribution Date (after giving effect to the portion of such Liability allocated to MSG Networks Inc.) reflected on Exhibit H, except as otherwise agreed between the Parties.

(ii) MSGS 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 MSGS Group or Spinco Group to any MSGS 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 MSGS Group or Spinco Group to any Spinco Participant.

Section 8.2 Individual Arrangements.

(a) MSGS Individual Arrangements. MSGS 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 MSGS Group or Spinco Group to any MSGS 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 MSGS Group or Spinco Group to any Spinco Participant.

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(c) [Intentionally Omitted].

(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 MSGS or Spinco or any member of the MSGS 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.

(e) Rangers and Knicks Arrangements. As of the Distribution Date, MSGS shall assume the compensation and/or salary arrangements, and any agreements and assets related thereto, in respect of Glen Sather, Kevin Stevens, Bradley Richards, Daniel Girardi, Kevin Shattenkirk, Scott Arniel and Darryl Williams. As of the Distribution Date, MSGS shall assume the compensation and/or salary arrangements, and any agreements and assets related thereto, in respect of Joakim Noah, Zach Randolph, David Fizzdale, Steve Mills and Keith Smart.

Section 8.3 Non-Competition. For the purpose of any non-compete provision in any MSGS 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, MSGS shall not be regarded as a “competitive entity.” This Section 8.3 shall apply only so long as MSGS 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 MSGS 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, MSGS 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. MSGS and its Subsidiaries shall retain responsibility for the payment of dues and severance and fringe benefit payments on behalf of MSGS 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. MSGS shall retain responsibility for the payment of any fees and MSGS RSUs payable in respect of service on the MSGS 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).

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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, if applicable, 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.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Indemnification. All Liabilities retained or assumed by or allocated to MSGS or the MSGS Group pursuant to this Agreement shall be deemed to be “MSGS 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. MSGS 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.

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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 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 MSGS Employee or Spinco Employee or other future, present, or former employee of any member of the MSGS Group or Spinco Group under any MSGS 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 MSGS 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 MSGS, 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, MSGS 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 MSGS Group and any member of the Spinco Group) to which any employee, director or Plan of the MSGS 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 MSGS 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 MSGS 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 MSGS 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:

The Madison Square Garden Company (or, after the applicable name change, Madison Square Garden Sports Corp.)

Two Penn Plaza

New York, New York 10121

Attention: General Counsel

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To Spinco:

MSG Entertainment Spinco, Inc. (or, after the applicable name change, Madison Square Garden Entertainment Corp.)

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.

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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.

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.

[Signature Page to Employee Matters Agreement]

Exhibit 10.5

ARENA LICENSE AGREEMENT