10-12B/A

As filed with the Securities and Exchange Commission on April 1, 2020

File No. 001-39245

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

Form 10

General Form for Registration of Securities

Pursuant to Section 12(b) or (g) of

The Securities Exchange Act of 1934

MSG Entertainment Spinco, Inc.^*

(Exact Name of Registrant as Specified in its Charter)

Delaware	84-3755666
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
Two Pennsylvania Plaza New York, NY	10121
(Address of Principal Executive Offices)	(Zip Code)

(212) 465-6000

(Registrant’s telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Class A Common Stock, par value $0.01 per share	New York Stock Exchange

Securities to be Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act:  ☒

^*  The Registrant is currently named MSG Entertainment Spinco, Inc. The Registrant plans to change its name following the effective date of this registration statement.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10

AND THE ATTACHED INFORMATION STATEMENT.

The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections identified below, each of which is incorporated in this report by reference:

Item 1. Business

The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this item is contained under the section “Risk Factors.” That section is incorporated herein by reference.

Item 2. Financial Information

The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this information statement. Those sections are incorporated herein by reference.

Item 3. Properties

The information required by this item is contained under the section “Business — Properties” of this information statement. That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.

Item 5. Directors and Executive Officers

The information required by this item is contained under the section “Corporate Governance and Management” of this information statement. That section is incorporated herein by reference.

Item 6. Executive Compensation

The information required by this item is contained under the section “Executive Compensation” of this information statement. That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions

The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this information statement. Those sections are incorporated herein by reference.

Item 8. Legal Proceedings

The information required by this item is contained under the section “Business — Legal Proceedings” of this information statement. That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities

On November 21, 2019, MSG Entertainment Spinco, Inc. was incorporated in the State of Delaware. On November 21, 2019, The Madison Square Garden Company acquired 100 uncertificated shares of common stock of MSG Entertainment Spinco, Inc. for $100.

Item 11. Description of Registrant’s Securities to be Registered

The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of this information statement. Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers

The information required by this item is contained under the section “Indemnification of Directors and Officers” of this information statement. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data

The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Combined Financial Statements” of this information statement. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits

(a)    Financial Statements

The information required by this item is contained under the section “Combined Financial Statements” beginning on page F-1 of this information statement. That section is incorporated herein by reference.

(b)    Exhibits

The following documents are filed as exhibits hereto:

Exhibit	Description
2.1	Distribution Agreement, dated as of March 31, 2020, between The Madison Square Garden Company and MSG Entertainment Spinco, Inc.
2.2	Contribution Agreement, dated as of March 31, 2020, among The Madison Square Garden Company, MSG Sports & Entertainment, LLC and MSG Entertainment Spinco, Inc.
3.1	Certificate of Incorporation of MSG Entertainment Spinco, Inc. *
3.2	Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution) of MSG Entertainment Spinco, Inc. i
3.3	By-laws of MSG Entertainment Spinco, Inc. *
3.4	Form of Amended By-laws (as in effect immediately prior to Distribution) of MSG Entertainment Spinco, Inc. i
4.1	Form of Registration Rights Agreement by and among MSG Entertainment Spinco, Inc. and The Charles F. Dolan Children Trusts. i
4.2	Form of Registration Rights Agreement by and among MSG Entertainment Spinco, Inc. and The Dolan Family Affiliates. i
8.1	Form of Tax Opinion of Sullivan & Cromwell LLP.
10.1	Transition Services Agreement, dated as of March 31, 2020, between MSG Sports & Entertainment, LLC and MSG Sports, LLC.
10.2	Tax Disaffiliation Agreement, dated as of March 31, 2020, between The Madison Square Garden Company and MSG Entertainment Spinco, Inc.
10.3	Employee Matters Agreement, dated as of March 31, 2020, between The Madison Square Garden Company and MSG Entertainment Spinco, Inc.
10.4	Form of Arena License Agreement between MSG Arena, LLC and New York Knicks, LLC. *+
10.5	Form of Arena License Agreement between MSG Arena, LLC and New York Rangers, LLC. *+
10.6	Form of MSG Entertainment Spinco, Inc. 2020 Employee Stock Plan. *
10.7	Form of MSG Entertainment Spinco, Inc. 2020 Stock Plan for Non-Employee Directors. *
10.8	Form of Standstill Agreement between MSG Entertainment Spinco, Inc. and the Dolan Family Group. i
10.9	Form of Indemnification Agreement between MSG Entertainment Spinco, Inc. and its Directors and Officers. i
10.10	Form of MSG Entertainment Spinco, Inc. Non-Employee Director Award Agreement. *
10.11	Form of MSG Entertainment Spinco, Inc. Restricted Stock Units Agreement. *
10.12	Form of MSG Entertainment Spinco, Inc. Performance Restricted Stock Units Agreement. *
10.13	Form of MSG Entertainment Spinco, Inc. Option Agreement. *
10.14	Form of MSG Entertainment Spinco, Inc. Performance Option Agreement. *
10.15	Form of MSG Entertainment Spinco, Inc. Restricted Stock Units Agreement in respect of The Madison Square Garden Company Restricted Stock Units. i
10.16	Form of MSG Entertainment Spinco, Inc. Option Agreement in respect of The Madison Square Garden Company Options. i
10.17	Form of MSG Entertainment Spinco, Inc. Performance Restricted Stock Units in respect of The Madison Square Garden Company Performance Restricted Stock Units. i

Exhibit	Description
10.18	Construction Agreement, dated as of May 31, 2019, by and between MSG Las Vegas, LLC and Hunt Construction Group Inc. *+
10.19	Ground Lease Agreement, dated July  16, 2018, by and among Sands Arena Landlord LLC, Venetian Casino Resort, LLC, MSG Las Vegas, LLC, and MSG Sports & Entertainment, LLC. *+
10.20	First Amendment to Ground Lease, dated November  24, 2018, by and among Sands Arena Landlord LLC, Venetian Casino Resort, LLC, MSG Las Vegas, LLC, and MSG Sports & Entertainment, LLC. *
10.21	Lease Agreement, between RCPI Trust and Radio City Productions LLC, relating to Radio City Music Hall, dated December  4, 1997. *+
10.22	First Amendment to Lease Agreement, dated December  4, 1997, between RCPI Trust and Radio City Productions LLC, dated February 19, 1999. *
10.23	Second Amendment to Lease Agreement, dated December  4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated November 6, 2002. *+
10.24	Third Amendment to Lease Agreement, dated December  4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated August 14, 2008. *+
10.25	Fourth Amendment to Lease Agreement, dated December  4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated January 24, 2011. *+
10.26	Guaranty of Lease, dated September 28, 2015, between MSG Sports  & Entertainment, LLC and RCPI Landmark Properties, L.L.C. *+
10.27	Summary of Office Space Arrangement, between MSG Sports & Entertainment, LLC and the Knickerbocker Group LLC. *
10.28	Aircraft Support Services Agreement, effective July 1, 2018, between MSG Sports  & Entertainment, LLC and JDSS (for the G450). *
10.29	Time Sharing Agreement, effective July 1, 2018, between MSG Sports  & Entertainment, LLC and Charles F. Dolan (for the G550). *
10.30	Time Sharing Agreement, effective July 1, 2018, between MSG Sports  & Entertainment, LLC and Quart 2C, LLC (for the G550). *
10.31	Dry Lease Agreement, dated December 17, 2018, between Sterling2K LLC and MSG Sports  & Entertainment, LLC (for the DFO G550). *
10.32	Dry Lease Agreement, effective July 1, 2018, between Quart 2C, LLC and MSG Sports  & Entertainment, LLC (for the G450). *
10.33	Aircraft Support Services Agreement, dated December 17, 2018, between MSG Sports  & Entertainment, LLC and the Dolan Family Members (for the DFO G550). *
10.34	Dry Lease Agreement, dated May 6, 2019, between Brighid Air, LLC and MSG Sports  & Entertainment, LLC (for the Challenger). *
10.35	Flight Crew Services Agreement, dated May 6, 2019, between DFO and MSG Sports  & Entertainment, LLC (for the Challenger). *
10.36	Time Sharing Agreement, dated May 6, 2019, between MSG Sports  & Entertainment, LLC and Andrew Lustgarten (for the Challenger). *
10.37	Time Sharing Agreement, dated December 15, 2017, between MSG Sports  & Entertainment, LLC and Andrew Lustgarten (for the G450). *
10.38	Time Sharing Agreement, dated December 15, 2017, between MSG Sports  & Entertainment, LLC and Andrew Lustgarten (for the G550). *
10.39	Time Sharing Agreement, dated December 17, 2018, between MSG Sports  & Entertainment, LLC and Andrew Lustgarten (for the DFO G550). *

Exhibit	Description
10.40	Form of Time Sharing Agreement between MSG Sports & Entertainment, LLC and MSG Sports, LLC (for the G450). *
10.41	Transaction Agreement, dated as of January  31, 2017, between MSG TG, LLC, TG Merger Sub, LLC, TG Rollover Holdco LLC, TAO Group Holdings LLC, TAO Group Intermediate Holdings LLC, TAO Group Operating LLC, TAO Group Management LLC, TG Member Representative LLC, certain other parties thereto, and solely with respect to specific provisions MSG Entertainment Holdings, LLC and The Madison Square Garden Company. *
10.42	Second Amended and Restated Limited Liability Company Agreement of TAO Group Holdings LLC, dated as of January 31, 2017. *
10.43	Amendment No.  1 to Second Amended and Restated Limited Liability Company Agreement of TAO Group Holdings LLC, dated as of May 23, 2019. *
10.44	Credit Agreement, dated as of May  23, 2019, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, the various lenders thereto, and JPMorgan Chase Bank, N.A., as administrative agent. *
10.45	Security Agreement, dated as of May  23, 2019, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, certain subsidiaries of TAO Group Intermediate Holdings LLC and JPMorgan Chase Bank, N.A., as administrative and collateral agent. *
10.46	Form of Time Sharing Agreement between MSG Sports & Entertainment, LLC and MSG Sports, LLC (for the G550). *
10.47	Employment Agreement, dated as of March 31, 2020, between MSG Entertainment Spinco, Inc. and James L. Dolan.
10.48	Employment Agreement, dated as of March 31, 2020, between MSG Entertainment Spinco, Inc. and Andrew Lustgarten.
10.49	Employment Agreement, dated as of October 25, 2018, between The Madison Square Garden Company and Philip D’Ambrosio, as assigned to MSG Entertainment Spinco, Inc. i
10.50	Employment Agreement, dated as of January 23, 2020, between The Madison Square Garden Company and Joseph Yospe, as assigned to MSG Entertainment Spinco, Inc. i
10.51	Amendment to Employment Agreement, dated as of March 31, 2020, between The Madison Square Garden Company and Joseph Yospe, as assigned to MSG Entertainment Spinco, Inc.
10.52	Form of NBA Transaction Agreement.
10.53	Form of NHL Transaction Agreement.
10.54	Membership Interest Purchase Agreement, dated as of March 24, 2020, by and among CAPSS LLC, Polpat LLC, MSG National Properties, LLC, MSG Sports & Entertainment, LLC and MSG Forum, LLC. ^
21.1	Subsidiaries of the Registrant. *
99.1	Preliminary Information Statement dated April 1, 2020.

i Previously filed on March 6, 2020.

* Previously filed on March 18, 2020.

^ Previously filed on March 26, 2020.

+ Certain confidential information — identified by bracketed asterisks “[*****]” — has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would be competitively harmful to the Registrant if publicly disclosed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

MSG Entertainment Spinco, Inc.

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

Dated: April 1, 2020

EX-2.1

Exhibit 2.1

DISTRIBUTION AGREEMENT

BY AND BETWEEN

THE MADISON SQUARE GARDEN COMPANY

(TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.)

AND

MSG ENTERTAINMENT SPINCO, INC.

(TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.)

Dated as of March 31, 2020

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
Section 1.1	General		1
Section 1.2	Reference; Interpretation		6
	ARTICLE II
	DISTRIBUTION AND
	CERTAIN COVENANTS
Section 2.1	Distribution		7
Section 2.2	MSG Determination		7
Section 2.3	Charter; Bylaws		7
Section 2.4	Directors		8
Section 2.5	Election of Officers		8
Section 2.6	Certain Licenses and Permits		8
Section 2.7	State Securities Laws		8
Section 2.8	Listing Application; Notice to Stock Exchange		8
Section 2.9	Assignment of Agreements		8
Section 2.10	Removal of Certain Guarantees; Releases from Liabilities		9
Section 2.11	Corporate Names; Trademarks		10
Section 2.12	Ancillary Agreements		10
Section 2.13	Acknowledgment by Spinco		10
Section 2.14	Release		10
Section 2.15	Discharge of Liabilities		10
Section 2.16	Indebtedness		12
Section 2.17	Further Assurances		12
	ARTICLE III
	INDEMNIFICATION
Section 3.1	Indemnification by MSG		12
Section 3.2	Indemnification by Spinco		13
Section 3.3	Procedures for Indemnification		13
Section 3.4	Indemnification Payments		15
	ARTICLE IV
	ACCESS TO INFORMATION
Section 4.1	Provision of Corporate Records		15
Section 4.2	Access to Information		16
Section 4.3	Witnesses; Documents and Cooperation in Actions		16
Section 4.4	Confidentiality		16
Section 4.5	Privileged Matters		17
Section 4.6	Ownership of Information		18
Section 4.7	Cost of Providing Records and Information		18
Section 4.8	Retention of Records		18
Section 4.9	Other Agreements Providing for Exchange of Information		19
Section 4.10	Policies and Best Practices		19
Section 4.11	Compliance with Laws and Agreements		19
Section 4.12	Allocation of Certain Expenses		19

- i -

		Page
	ARTICLE V
	MISCELLANEOUS
Section 5.1	Complete Agreement; Construction		19
Section 5.2	Ancillary Agreements		19
Section 5.3	Counterparts		19
Section 5.4	Survival of Agreements		19
Section 5.5	Distribution Expenses		19
Section 5.6	Notices		19
Section 5.7	Waivers		20
Section 5.8	Amendments		20
Section 5.9	Assignment		20
Section 5.10	Successors and Assigns		20
Section 5.11	Termination		20
Section 5.12	Subsidiaries		20
Section 5.13	Third-Party Beneficiaries		20
Section 5.14	Title and Headings		21
Section 5.15	Schedules		21
Section 5.16	Governing Law		21
Section 5.17	Waiver of Jury Trial		21
Section 5.18	Specific Performance		21
Section 5.19	Severability		21

Schedule A-1 List of Spinco Subsidiaries	A-1
Schedule A-2 List of Spinco Minority-Ownership Subsidiaries	A-2
Schedule B-1 Retained Claims Liabilities	B-1
Schedule B-2 Spinco Retained Claims Liabilities	B-2
Schedule C-1 MSG Group Guarantees	C-1
Schedule C-2 Spinco Group Guarantees	C-2
Schedule D Ancillary Agreements	D-1
Schedule E Allocation of Certain Expenses	E-1

- ii -

DISTRIBUTION AGREEMENT

This Distribution Agreement (this “Agreement”), is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”).

WHEREAS, the Board of Directors of MSG determined that it is in the best interests of MSG 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 conditions set forth herein;

WHEREAS, the Board of Directors of MSG has authorized the distribution to the holders of the issued and outstanding shares of MSG Common Stock (as of the record date for the distribution) of all of the issued and outstanding shares of Spinco Common Stock, on the basis of one share of Spinco Class A Common Stock for every one share of MSG Class A Common Stock and one share of Spinco Class B Common Stock for every one share of MSG Class B Common Stock (the “Distribution”);

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

“Arena Indebtedness” shall have the meaning set forth in the NBA Debt Policies.

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

“Commission” shall mean the Securities and Exchange Commission.

“Contribution Agreement” shall mean the Contribution Agreement among MSG, MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC) and Spinco, which has been or shall be entered into prior to the Distribution Date.

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

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

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

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

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

“Enterprise Indebtedness” shall have the meaning set forth in the NBA Debt Policies.

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

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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

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

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

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

“Indemnitee” shall mean a Spinco Indemnitee or a MSG Indemnitee.

- 2 -

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

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

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

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

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

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

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

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

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

“MSG Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of MSG.

“MSG Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of MSG.

“MSG Common Stock” shall mean the MSG Class A Common Stock, together with the MSG Class B Common Stock.

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

“MSG Indemnitee” shall mean:

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

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

“MSG Liabilities” shall mean:

(i) any and all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not

- 3 -

expressly made subject to this Agreement by the express terms of the Ancillary Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by MSG or any member of the MSG Group, and all Liabilities of any member of the MSG Group under this Agreement;

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

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

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

(iii) any Retained Claims Liabilities;

(iv) all MSG Retained Contract Liabilities; and

(v) all MSG Assumed Contract Liabilities.

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

“MSG Releasee” shall have the meaning set forth in Section 2.15(b) of this Agreement.

“MSG Releasor” shall have the meaning set forth in Section 2.15(b) of this Agreement.

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

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

“NBA” shall mean the National Basketball Association.

“NBA Agreements” shall mean (a) the Agreement and Undertaking, dated as of September 28, 2015, by and among the NBA, MSG, certain subsidiaries of MSG and certain other entities, (b) the Transfer Consent Agreement, dated as of September 28, 2015, by and among the NBA, MSG, certain subsidiaries of MSG and certain other entities, and (c) the Transaction Agreement, dated as of the date hereof, by and among the NBA, MSG, certain subsidiaries of MSG, Spinco and certain other entities.

“NHL” shall mean the National Hockey League.

“NHL Agreements” shall mean (a) the Transaction Approval Agreement, dated as of September 28, 2015, by and among the NHL, MSG and certain subsidiaries of MSG, (b) the Transfer Consent Agreement, dated as of September 28, 2015, by and among the NHL, MSG and certain subsidiaries of MSG, and (c) the Transaction Agreement, dated as of the date hereof, by and among the NHL, MSG, certain subsidiaries of MSG, Spinco and certain other entities.

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

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

- 4 -

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

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

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

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

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

“Retained Claims Liabilities” shall mean the Liabilities, if any, described in Schedule B-1.

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

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

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

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

“Spinco Business” shall have the meaning set forth in the recitals to this Agreement. For the avoidance of doubt, Spinco Business includes businesses that are in development such as the MSG Spheres in Las Vegas and London.

“Spinco Class A Common Shares” shall mean the shares of Spinco Class A Common Stock to be distributed in the Distribution.

“Spinco Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of Spinco.

“Spinco Class B Common Shares” shall mean the shares of Class B Common Stock to be distributed in the Distribution.

“Spinco Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of Spinco.

“Spinco Common Stock” shall mean the Spinco Class A Common Stock, together with the Spinco Class B Common Stock.

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

“Spinco Indemnitees” shall mean:

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

(ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives.

“Spinco Liabilities” shall mean:

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

(ii) all Liabilities (other than Taxes that are specifically covered by the Tax Disaffiliation Agreement and other Liabilities that are specifically covered by the other Ancillary Agreements and not expressly made

- 5 -

subject to this Agreement by the express terms of the Ancillary Agreement), if and to the extent relating to, arising out of or resulting from:

(A) the ownership or operation of the Spinco Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date, including any Liability incurred by MSG Group under the indemnification provisions of the 2015 Distribution Agreement which relate to the ownership or operation of the Spinco Business (a “2015 Liability”); or

(B) the ownership or operation of any business conducted by Spinco or any Spinco Subsidiary at any time after the Distribution Date, including any 2015 Liability;

(iii) all 2015 Liabilities and any Spinco Retained Claims Liabilities;

(iv) all Spinco Assumed Contract Liabilities; and

(v) all Spinco Retained Contract Liabilities.

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

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

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

“Spinco Retained Claims Liabilities” shall mean the Liabilities described in Schedule B-2.

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

“Spinco Share” shall mean each Spinco Class A Common Share and Spinco Class B Common Share, on an individual basis.

“Spinco Subsidiaries” shall mean all of the Subsidiaries listed on Schedule A-1.

“Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity interests. As to Spinco, the term “Subsidiary” shall also include the 50% or less owned entities listed on Schedule A-2.

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

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

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

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

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

“2015 Distribution Agreement” shall mean the Distribution Agreement, dated as of September 15, 2015 between MSG and MSG Networks Inc.

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,”

- 6 -

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

ARTICLE II

DISTRIBUTION AND

CERTAIN COVENANTS

Section 2.1 Distribution. (a) On or prior to the Distribution Date, MSG shall instruct MSG’s stock transfer agent (the “Agent”) to effect the Distribution by distributing, on or as soon as practicable following the Distribution Date, the Spinco Class A Common Shares and the Spinco Class B Common Shares to the holders of record as of the Distribution Record Date of MSG Class A Common Stock and MSG Class B Common Stock, respectively, and to credit the appropriate class and number of such Spinco Shares to book entry accounts or issue properly endorsed stock certificates, as applicable, for each such holder of MSG Common Stock, all as further contemplated by the Information Statement and hereby. Spinco shall provide any share certificates that the Agent shall require in order to effect the Distribution. The Distribution shall be effective at 11:59 P.M., New York City time, on the Distribution Date.

(b) The Spinco Shares distributed in the Distribution are generally intended to be distributed pursuant to a book entry system. MSG shall instruct the Agent to deliver the Spinco Shares previously delivered to the Agent to a depositary and to mail to each holder of record of MSG Common Stock on the Distribution Record Date, a statement of the Spinco Shares credited to such holder’s account. If prior to or following the Distribution a holder of Spinco Shares requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional Spinco Shares on the Distribution Date. As soon as practicable following the Distribution Date, the Agent shall (i) aggregate all fractional Spinco Class A Common Shares into whole Spinco Class A Common Shares and (ii) aggregate all fractional Spinco Class B Common Shares into whole Spinco Class B Common Shares, and convert the whole Spinco Class B Common Shares into whole Spinco Class A Common Shares, and (iii) sell the whole Spinco Class A Common Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales and after deducting any Taxes required to be withheld and applicable transfer Taxes.

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

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

- 7 -

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

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

Section 2.6 Certain Licenses and Permits. On or prior to the Distribution Date or as soon as reasonably practicable thereafter, MSG shall use its commercially reasonable efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate solely to the Spinco Business but which are held in the name of any member of the MSG Group, or in the name of any employee, officer, director, stockholder or agent of any such member, or otherwise, on behalf of a member of the Spinco Group to the appropriate member of the Spinco Group.

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

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

(b) Prior to the Distribution, MSG shall give NYSE not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act and Section 204.12 of the NYSE Listed Company Manual.

Section 2.9 Assignment of Agreements.

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

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

- 8 -

Section 2.10 Removal of Certain Guarantees; Releases from Liabilities.

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

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

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

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

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

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

(g) The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate or assign all MSG Liabilities and Spinco Liabilities of any nature

- 9 -

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

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

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

Section 2.13 Acknowledgment by Spinco. Spinco, on behalf of itself and all members of the Spinco Group, acknowledges, understands and agrees that, except as may be expressly set forth herein or in any Ancillary Agreement, (a) no member of the MSG Group or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to Spinco or any member of the Spinco Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, agreements, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, agreements, Liabilities or businesses of MSG, any member of the MSG Group, Spinco or any member of the Spinco Group, any assets that are transferred, any agreements that are assigned, any Spinco Liabilities or the Spinco Business, (b) Spinco and each member of the Spinco Group has taken all of the assets that are transferred, any agreements that are assigned, the Spinco Business and Spinco Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed, and (c) none of MSG or any members of the MSG Group or any other person has made or makes any representation or warranty with respect to the Distribution or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby, and, in each case, Spinco has not relied on any such representation or warranty. Except as expressly set forth herein or in any other Ancillary Agreement, Spinco and each member of the Spinco Group shall bear the economic and legal risk that the Spinco Assets shall prove to be insufficient or that the title of any member of the Spinco Group to any Spinco Assets shall be other than good and marketable and free from encumbrances. The provisions of the Contribution Agreement and any related assignment agreement or other related documents are expressly subject to this Section 2.13 and to Section 2.14 hereof.

Section 2.14 Release.

(a) Spinco agrees that for itself and for its predecessors, Subsidiaries, departments, divisions and sections and for their successors, Affiliates, heirs, assigns, executors, administrators, partners, members, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Spinco Releasor” and collectively, the “Spinco Releasors”), in consideration of the making by MSG of the Transfers, the Spinco Releasors shall

- 10 -

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

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

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

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

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

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

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

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

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

- 11 -

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

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

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

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

Section 2.16 Indebtedness.

(a) As of the Distribution Date, Spinco represents it will not have any Arena Indebtedness or Enterprise Indebtedness.

(b) Spinco shall not incur any Arena Indebtedness or Enterprise Indebtedness without the prior written consent of MSG.

Section 2.17 Further Assurances.

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

(b) Without limiting any provision of this Section 2.17, MSG shall, at any time requested by Spinco, at the expense of Spinco, either submit a request or cooperate in the submission of a joint request or separate requests to the Commission to extend the confidential treatment previously granted to MSG by the Commission with respect to (i) the lease documentation for Radio City Music Hall pursuant to orders CF#32736, dated November 14, 2019, and CF#32736, dated September 15, 2015, and (ii) the ground lease agreement for the MSG Sphere in Las Vegas, Nevada pursuant to order CF#36703, dated September 20, 2018.

- 12 -

ARTICLE III

INDEMNIFICATION

Section 3.1 Indemnification by MSG. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, MSG shall indemnify, defend and hold harmless the Spinco Indemnitees from and against any and all Indemnifiable Losses of the Spinco Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the MSG Liabilities or alleged MSG Liabilities; (ii) any breach by any member of the MSG Group of this Agreement (including any provision of this Section 3.1); (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or the Information Statement or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the MSG Group; and (iv) any indemnification or other obligation that any member of the Spinco Group may have (x) to the NBA or its affiliated entities pursuant to the NBA Agreements or to the NHL or its affiliated entities pursuant to the NHL Agreements, in each case regardless of whether any such obligation arose prior to or following the Distribution and regardless of the party deemed to be responsible for such obligation pursuant to the terms of the relevant NBA Agreement or NHL Agreement, as applicable, (y) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any act or omission by any member of the MSG Group and (z) for any Losses to the NBA, the NHL or their respective affiliated entities, in each case as a result of any obligation of any member of the Spinco Group to cause or otherwise direct any act or omission of any member of the MSG Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

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

Section 3.3 Procedures for Indemnification.

(a) If a claim or demand is made by a Third Party against an Indemnitee (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party,

- 13 -

promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both MSG and Spinco shall not constitute notice for purposes of this Section 3.3.

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

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

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

(b)    In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to

- 14 -

any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

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

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

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

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

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

ARTICLE IV

ACCESS TO INFORMATION

Section 4.1 Provision of Corporate Records.

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

- 15 -

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

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

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

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

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

Section 4.4 Confidentiality. (a) MSG and the MSG Subsidiaries and Spinco and the Spinco Subsidiaries shall not use or permit the use of and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control to the extent such information (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or its Group if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or

- 16 -

otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (A) that has been in the public domain through no fault of such Party or (B) that has been later lawfully acquired from other sources by such Party, (C) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (E) that the other Party has agreed in writing may be so used or disclosed.

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

Section 4.5 Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the MSG Group, and each of the members of the Spinco Group, and that each of the members of the MSG Group, and each of the members of the Spinco Group, should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:

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

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

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

- 17 -

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

(e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party; provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.

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

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

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

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

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

Section 4.8 Retention of Records. Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the MSG Group and the Spinco Group shall retain all Records relating to the MSG Business and the Spinco Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Notwithstanding the

- 18 -

foregoing, in lieu of retaining any specific Records, MSG or Spinco may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).

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

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

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

Section 4.12 Allocation of Certain Expenses. Notwithstanding anything in this Agreement to the contrary, MSG and Spinco shall share certain specified litigation costs, expenses, insurance proceeds and other recoveries as described in Schedule E.

ARTICLE V

MISCELLANEOUS

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

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

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

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

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

- 19 -

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

To MSG:

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:

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

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

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

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

Section 5.11 Termination. This Agreement (including Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of MSG 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; provided, however, that Article III shall not be terminated or amended after the Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.

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

Section 5.13 Third-Party Beneficiaries. Except as provided in Article III relating to Indemnitees, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not

- 20 -

be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

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

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

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

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

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

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

[Signature page follows]

- 21 -

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

THE MADISON SQUARE GARDEN COMPANY

(to be renamed Madison Square Garden Sports Corp.)

By:	/s/ Andrew Lustgarten
	Name:	Andrew Lustgarten
	Title:	President

MSG ENTERTAINMENT SPINCO, INC.

(to be renamed Madison Square Garden Entertainment  Corp.)

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

EX-2.2

Exhibit 2.2

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.

-2-

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.

-3-

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.

-4-

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.

-5-

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

THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp.)
By:	/s/ Andrew Lustgarten
	Name:	Andrew Lustgarten
	Title:	President
MSG SPORTS & ENTERTAINMENT, LLC (to be renamed MSG Entertainment Group, LLC)
By:	/s/ Victoria M. Mink
	Name:	Victoria M. Mink
	Title:	Executive Vice President and Chief Financial Officer
MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp.)
By:	/s/ James L. Dolan
	Name:	James L. Dolan
	Title:	Executive Chairman and Chief Executive Officer

EX-8.1

Exhibit 8.1

[    ], 2020

The Madison Square Garden Company,

Two Pennsylvania Plaza,

New York, NY 10121.

Ladies and Gentlemen:

We have acted as U.S. tax counsel to The Madison Square Garden Company, a Delaware corporation (“MSG”), in connection with the Distribution as described in the officer’s certificate to us from MSG and MSG Entertainment Spinco, Inc. (“Controlled”), dated [    ], 2020 (the “Joint Officer’s Certificate”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Joint Officer’s Certificate.

In rendering our opinion, we have examined and relied upon the accuracy and completeness of the facts set forth in the Joint Officer’s Certificate and such other documents as we have deemed necessary or appropriate. In addition, we have relied upon the representation letter to us from Charles F. Dolan. In connection with this opinion, we have assumed that the Contribution and the Distribution will be consummated in the manner described in the Joint Officer’s Certificate, and we have made the assumptions described in the Annex attached thereto.

In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service, and such other authorities as we have deemed appropriate under the circumstances. All such authorities are subject to change, and any of such changes could apply retroactively.

Based upon the foregoing, we are of the opinion that under current law,

(1) The Contribution and Distribution, taken together, will qualify as a reorganization under Section 368(a)(1)(D) of the Code;

(2) Neither MSG nor Controlled will recognize gain or loss upon the Contribution;

(3) MSG will not recognize gain or loss upon the Distribution under Section 355(c) or Section 361(c) of the Code; and

(4) Stockholders 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 shares of Controlled.

Our opinion is expressly conditioned upon the assumptions and statements of reliance set forth above. We express no other opinion as to the tax consequences (including any applicable state, local or foreign tax consequences) of the transactions referred to herein or in the Joint Officer’s Certificate.

[Remainder of this page intentionally left blank.]

Very truly yours,

/s/ [●]

EX-10.1

Exhibit 10.1

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

	Page
ARTICLE I DEFINITIONS
Section 1.1. General		1
Section 1.2. Reference; Interpretation		4
ARTICLE II SERVICES
Section 2.1. Services		4
Section 2.2. Standard of Service		5
Section 2.3. Additional Services		5
Section 2.4. Representative		5
ARTICLE III LICENSES AND PERMITS
Section 3.1. Licenses and Permits		5
ARTICLE IV PAYMENT
Section 4.1. General		6
Section 4.2. Additional Expenses		6
Section 4.3. Adjustments		6
Section 4.4. Invoices		7
Section 4.5. Failure to Pay		7
Section 4.6. Termination of Services		7
ARTICLE V INSURANCE MATTERS
Section 5.1. Existing Insurance Polices		8
Section 5.2. Disclaimer		8
Section 5.3. Insurance Transition		8
Section 5.4. Claims Made Policies		8
Section 5.5. Post-Distribution Claims for Pre-Distribution Events		9
Section 5.6. Audits and Adjustments		9
Section 5.7. No Assignment or Waiver		9
Section 5.8. No Limitation on Sportsco Insurance		9
Section 5.9. Scope		9

ARTICLE VI
INDEMNIFICATION
Section 6.1. Indemnification of Party Receiving Services	10
Section 6.2. Indemnification of Party Providing Services	10
Section 6.3. Third Party Claims	11
Section 6.4. Indemnification Payments	13
Section 6.5. Survival	13
ARTICLE VII
COOPERATION; CONFIDENTIALITY; TITLE
Section 7.1. Good Faith Cooperation; Consents	13
Section 7.2. Confidentiality	13
Section 7.3. Internal Use; Title, Copies, Return	14
ARTICLE VIII
TERM
Section 8.1. Duration	14
Section 8.2. Early Termination by Entertainco	15
Section 8.3. Early Termination by Sportsco	15
Section 8.4. Termination of MSGN Services Agreement	15
Section 8.5. Suspension Due to Force Majeure	16
Section 8.6. Consequences of Termination	16
ARTICLE IX
RECORDS
Section 9.1. Maintenance of Records	16
ARTICLE X
DISPUTE RESOLUTION
Section 10.1. Negotiation	17
Section 10.2. Continuity of Service and Performance	17
Section 10.3. Other Remedies	17
ARTICLE XI
NOTICES
Section 11.1. Notices	17

-ii-

ARTICLE XII
MISCELLANEOUS
Section 12.1. Taxes	18
Section 12.2. Relationship of Parties	18
Section 12.3. Complete Agreement; Construction	18
Section 12.4. Counterparts	18
Section 12.5. Waivers	19
Section 12.6. Amendments	19
Section 12.7. Assignment	19
Section 12.8. Successors and Assigns	19
Section 12.9. Third Party Beneficiaries	19
Section 12.10. Governing Law; League Rules	19
Section 12.11. Waiver of Jury Trial	19
Section 12.12. Specific Performance	19
Section 12.13. Severability	20
Section 12.14. Provisions Unaffected	20
Section 12.15. No Presumption	20
Schedule A Services Provided by Entertainco to Sportsco	A-1
Schedule A.1 IT Services Provided by Entertainco to Sportsco	A.1-1
Schedule B Services Provided by Sportsco to Entertainco	B-1
Schedule C Initial Representatives	C-1
Schedule D Existing Insurance Polices	D-1

-iii-

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).

-2-

“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.

-3-

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.

-4-

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.

-5-

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.

-6-

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.

-7-

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.

-8-

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.

-9-

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).

-10-

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.

-11-

(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.

-12-

(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.

-13-

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

-14-

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

-15-

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.

-16-

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

-17-

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.

-18-

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.

-19-

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.

-20-

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

MSG SPORTS & ENTERTAINMENT, LLC

(To be renamed MSG Entertainment Group, LLC)

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

MSG SPORTS, LLC

By:	/s/ Andrew Lustgarten
Name:	Andrew Lustgarten
Title:	President

EX-10.2

Exhibit 10.2

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

SECTION 1.	Definition of Terms		2
SECTION 2.	Allocation of Taxes and Tax-Related Losses		10
	2.1	Allocation of Taxes	10
	2.2	Special Allocation of Certain Taxes	11
	2.3	Tax Payments	12
SECTION 3.	Preparation and Filing of Tax Returns		12
	3.1	Combined Returns	12
	3.2	Separate Returns	12
	3.3	Agent	12
	3.4	Provision of Information	13
	3.5	Special Rules Relating to the Preparation of Tax Returns	13
	3.6	Refunds, Credits, Offsets, Tax Benefits	13
	3.7	Carrybacks	14
	3.8	Amended Returns	14
	3.9	Compensatory Equity Interests	15
SECTION 4.	Tax Payments		15
	4.1	Payment of Taxes to Tax Authority	15
	4.2	Indemnification Payments	15
	4.3	Interest on Late Payments	15
	4.4	Tax Consequences of Payments	16
	4.5	Adjustments to Payments	16
	4.6	Section 336(e) Election	16
	4.7	Certain Final Determinations	17
SECTION 5.	Cooperation and Tax Contests		17
	5.1	Cooperation	17
	5.2	Notices of Tax Contests	17
	5.3	Control of Tax Contests	18
	5.4	Cooperation Regarding Tax Contests	18
SECTION 6.	Tax Records		18
	6.1	Retention of Tax Records	18
	6.2	Access to Tax Records	19
	6.3	Confidentiality	19

i

SECTION 7.	Representations and Covenants		19
	7.1	Covenants of MSG and Spinco	19
	7.2	Covenants of Spinco	20
	7.3	Covenants of MSG	20
	7.4	Exceptions	21
	7.5	Injunctive Relief	22
	7.6	Further Assurances	22
SECTION 8.	General Provisions		22
	8.1	Construction	22
	8.2	Ancillary Agreements	22
	8.3	Counterparts	22
	8.4	Notices	22
	8.5	Amendments	23
	8.6	Assignment	23
	8.7	Successors and Assigns	23
	8.8	Change in Law	23
	8.9	Authorization, Etc.	23
	8.10	Termination	24
	8.11	Subsidiaries	24
	8.12	Third-Party Beneficiaries	24
	8.13	Double Recovery	24
	8.14	Titles and Headings	24
	8.15	Governing Law	24
	8.16	Waiver of Jury Trial	24
	8.17	Severability	24
	8.18	No Strict Construction; Interpretation	24
SCHEDULE A

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.

2

“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.

3

“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.

4

“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.

5

“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.

6

“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.

7

“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).

8

“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.

9

“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.

10

(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.

11

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.

12

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,

13

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.

14

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.

15

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.

16

(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.

17

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.

18

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.

19

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

20

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.

21

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

22

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.

23

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.

24

(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.

25

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

THE MADISON SQUARE GARDEN COMPANY (To be renamed Madison Square Garden Sports Corp.)
By:	/s/ Andrew Lustgarten
	Name:	Andrew Lustgarten
	Title:	President
MSG ENTERTAINMENT SPINCO, INC. (To be renamed Madison Square Garden Entertainment Corp.)
By:	/s/ James L. Dolan
	Name:	James L. Dolan
	Title:	Executive Chairman and Chief Executive Officer

[Signature Page to Tax Disaffiliation Agreement]

SCHEDULE A

Tax Counsel to The Madison Square Garden Company

Sullivan & Cromwell LLP

KPMG LLP

EX-10.3

Exhibit 10.3

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

		Page
ARTICLE I
DEFINITIONS
Section 1.1	Definitions		1
Section 1.2	General Interpretive Principles		8
ARTICLE II
GENERAL PRINCIPLES
Section 2.1	Assumption and Retention of Liabilities; Related Assets		9
Section 2.2	MSGS Participation in Spinco Plans		10
Section 2.3	Service Recognition		10
ARTICLE III
U.S. QUALIFIED DEFINED BENEFIT PLAN
Section 3.1	Cash Balance Pension Plan		12
ARTICLE IV
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS
Section 4.1	401(k) Plan		12
Section 4.2	Investment and Benefits Committee		12
ARTICLE V
NONQUALIFIED PLANS
Section 5.1	Excess Cash Balance Pension Plan		12
Section 5.2	Excess Retirement Plan		13
Section 5.3	Excess Savings Plan		13
Section 5.4	Transferred Employees		14
Section 5.5	No Separation from Service		14
ARTICLE VI
U.S. HEALTH AND WELFARE PLANS
Section 6.1	Health and Welfare Plans Maintained by Spinco Prior to the Distribution Date		14
Section 6.2	Flexible Spending Accounts Plan		15
Section 6.3	Legal Plan		15
Section 6.4	COBRA and HIPAA		15
Section 6.5	Liabilities		16
Section 6.6	Time-Off Benefits		17
Section 6.7	Severance Pay Plans		18

-i-

ARTICLE VII
EQUITY COMPENSATION
Section 7.1	Equity Compensation	18
Section 7.2	Taxes and Withholding	18
Section 7.3	Cooperation	20
Section 7.4	SEC Registration	20
Section 7.5	Savings Clause	20
ARTICLE VIII
ADDITIONAL COMPENSATION AND BENEFITS MATTERS
Section 8.1	Cash Incentive Awards	20
Section 8.2	Individual Arrangements	21
Section 8.3	Non-Competition	22
Section 8.4	Collective Bargaining	22
Section 8.5	Union Dues; Severance and Fringe Benefits	22
Section 8.6	Director Programs	22
Section 8.7	Sections 162(m)/409A	23
ARTICLE IX
INDEMNIFICATION
Section 9.1	Indemnification	23
ARTICLE X
GENERAL AND ADMINISTRATIVE
Section 10.1	Sharing of Information	23
Section 10.2	Reasonable Efforts/Cooperation	24
Section 10.3	Non-Termination of Employment; No Third-Party Beneficiaries	24
Section 10.4	Consent of Third Parties	24
Section 10.5	Access to Employees	24
Section 10.6	Beneficiary Designation/Release of Information/Right to Reimbursement	25
Section 10.7	Not a Change in Control	25
ARTICLE XI
MISCELLANEOUS
Section 11.1	Effect If Distribution Does Not Occur	25
Section 11.2	Complete Agreement; Construction	25
Section 11.3	Counterparts	25
Section 11.4	Survival of Agreements	25
Section 11.5	Notices	25
Section 11.6	Waivers	26
Section 11.7	Amendments	26
Section 11.8	Assignment	26
Section 11.9	Successors and Assigns	26

-ii-

Section 11.10	Subsidiaries	26
Section 11.11	Title and Headings	26
Section 11.12	Governing Law	26
Section 11.13	Waiver of Jury Trial	27
Section 11.14	Specific Performance	27
Section 11.15	Severability	27

-iii-

Exhibits

Exhibit A	MSGS Retained Retirement Plans
Exhibit B	Spinco Retained Retirement Plans
Exhibit C	MSGS Retained Multi-Employer Benefit Plans
Exhibit D	Spinco Retained Multi-Employer Benefit Plans
Exhibit E	Spinco Health & Welfare Plans
Exhibit F	MSGS Union Relationships
Exhibit G	Spinco Union Relationships
Exhibit H	FY 2020 Annual Cash Incentive Awards

-iv-

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.

-1-

“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).

-2-

“Former MSGS Employee” means:

i. with respect to an individual whose MSGS Group employment terminated prior to the Distribution Date, any such individual (A) whose last position was in the Corporate Division and who was expected to be employed by the MSGS Group following the Distribution Date, or (B) whose last position was in the Sports division (other than the Sports Properties Group); and

ii. with respect to an individual whose MSGS Group employment terminated on or after the Distribution Date, any former employee of any member of the MSGS Group.

Any individual who is an employee of any member of the Spinco Group on the Distribution Date or a Former Spinco Employee shall not be a Former MSGS Employee.

“Former Spinco Employee” means:

i. with respect to an individual whose MSGS Group employment terminated prior to the Distribution Date, any such individual (A) whose last position was in the Corporate Division and who was not expected to be employed by the MSGS Group following the Distribution Date, (B) whose last position was in the Sports Properties Group or (C) whose last position was not in the Sports division (except as provided in clauses (A) and (B) of this sentence); and

ii. with respect to an individual whose Spinco Group employment terminated on or after the Distribution Date, any former employee of any member of the Spinco Group.

Any individual who is an employee of any member of the 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.

-3-

“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).

-4-

“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.

-5-

“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.

-6-

“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.

-7-

“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.

-8-

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.

-9-

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.

-10-

(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.

-11-

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.

-12-

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.

-13-

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 &

-14-

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.

-15-

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).

-16-

(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.

-17-

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.

-18-

(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

-19-

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.

-20-

(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.

-21-

(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).

-22-

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.

-23-

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.

-24-

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

-25-

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.

-26-

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]

-27-

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

THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp.)
By:	/s/ Andrew Lustgarten
	Name:	Andrew Lustgarten
	Title:	President
MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp.)
By:	/s/ James L. Dolan
	Name:	James L. Dolan
	Title:	Executive Chairman and Chief Executive Officer

[Signature Page to Employee Matters Agreement]

EX-10.47

Exhibit 10.47

March 31, 2020

Mr. James L. Dolan

MSG Entertainment Spinco Inc. (to be renamed Madison Square Garden Entertainment Corp.)

Two Pennsylvania Plaza

New York, NY 10121

Dear Jim:

This letter agreement (the “Agreement”), effective as of the closing of the distribution and spin-off (the “Spin-Off”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) (the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) (the “Effective Date”) will confirm the terms of your employment with the Company following the Effective Date.

1. Your title will be Executive Chairman and Chief Executive Officer and it is expected that you will continue to be nominated for election as a director of the Company during the period you serve as Executive Chairman. Subject to the provisions of this paragraph, you agree to devote your business time and attention to the business and affairs of the Company. The Company understands that you are a party to an Employment Agreement with each of MSGS and MSG Networks Inc. (“MSG Networks”) and recognizes and agrees that your responsibilities to MSGS and MSG Networks will preclude you from devoting substantially all of your time and attention to the Company’s affairs. However, the Company understands, and you agree, that you will not take on another significant and substantial employment role outside of these three entities and/or their respective subsidiaries, and that you will devote to the Company’s affairs a sufficiently substantial portion of your time and attention as may be reasonably necessary to accomplish the objectives of your strategic and operational role for the Company as identified in this Agreement and as mutually agreed between yourself and the Company from time to time. In addition, as recognized in Article Tenth of the Company’s Amended and Restated Certificate of Incorporation (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company, MSGS and MSG Networks. The Company recognizes and agrees that none of (i) your responsibilities at the Company, MSGS and MSG Networks, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your responsibilities to the Company, MSGS and MSG Networks, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined herein.

Mr. James L. Dolan

Page 2

2. Your annual base salary will be not less than $600,000 annually, paid bi-weekly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion. The Compensation Committee will continue to review your compensation package on an annual basis to ensure you are paid consistently with the market for other similarly situated executives as well as external peers.

3. You will also participate in our discretionary annual bonus program with an annual target bonus opportunity equal to not less than 200% of your annual base salary (with such target bonus opportunity effective for the current fiscal year). Bonus payments are based on actual salary dollars paid during the year and depend on a number of factors including Company, unit and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Compensation Committee in its sole discretion. Annual bonuses are typically paid in the first fiscal quarter of the subsequent fiscal year. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Notwithstanding the foregoing, if your employment with the Company ends on the Scheduled Expiration Date (as defined below), you shall be paid your pro rata bonus for the fiscal year ending June 30, 2021, if any, even if such payment is not made to you prior to the Scheduled Expiration Date, which bonus shall be subject to Company and your business unit performance for that fiscal year as determined by the Company in its sole discretion, but without adjustment for your individual performance.

4.     You will also, subject to your continued employment by the Company and actual grant by the Compensation Committee, participate in such equity and other long-term incentive programs that are made available in the future to similarly situated executives at the Company but subject to the terms of this Paragraph. Commencing with the Company’s fiscal year starting July 1, 2020, it is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $5,400,000, as determined by the Compensation Committee in its discretion.

All awards described in this Paragraph 4, in addition to being subject to actual grant by the Compensation Committee, would be pursuant to the applicable plan document and would be subject to any terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with those in awards granted to similarly situated executives. Long-term incentive awards are currently expected to be subject to three-year vesting.

5. You will also be eligible to participate in all of our benefits and retirement plans and programs, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. We currently offer medical, dental, vision, life, and accidental death and dismemberment insurance; short- and long- term disability insurance; a savings and retirement program; and ten paid holidays. Any Company provided life and accidental death and dismemberment insurance will be based on your Company base salary.

Mr. James L. Dolan

Page 3

You will also continue to be eligible for paid time off to be accrued and used in accordance with Company policy, which currently allows for time off on a flexible and unlimited basis.

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

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

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

(c) Each of your then-outstanding and not yet vested long-term cash awards (including any deferred compensation awards under the long-term cash award programs) granted under the plans of the Company, if any, shall immediately vest in full and shall be payable to you at the same time as such awards are paid to active executives of the Company, and the payment amount of such award shall be to the same extent that other similarly situated active executives receive payment as determined by the Compensation Committee (subject to satisfaction of any applicable performance criteria but without adjustment for your individual performance);

(d) (i) All of the time-based restrictions on each of your then-outstanding and not-yet vested restricted stock or restricted stock unit awards granted to you under the plans of the Company, if any, shall immediately be eliminated, (ii) payment and deliveries with respect to your restricted stock that are not subject to performance

Mr. James L. Dolan

Page 4

criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made immediately after the effective date of the Separation Agreement, (iii) payment and deliveries with respect to your restricted stock units that are not subject to performance criteria or are subject to performance criteria that have previously been satisfied (as certified by the Compensation Committee) shall be made on the 90^th day after the termination of your employment and (iv) payments or deliveries with respect to your restricted stock and restricted stock units that are subject to performance criteria that have not yet been satisfied shall be made on the 90^th day after the applicable performance criteria is certified by the Compensation Committee as having been satisfied; and

(e) Each of your then-outstanding and not yet vested stock options and stock appreciation awards, if any, under the plans of the Company shall immediately vest and become exercisable, and you shall have the right to exercise each of those options and stock appreciation awards for the remainder of the term of such option or award.

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

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

(b) If, prior to or after the Scheduled Expiration Date, you cease to be employed by the Company for any reason other than your being terminated for Cause, you shall have three years to exercise outstanding stock options and stock appreciation awards, unless you are afforded a longer period for exercise pursuant to another provision of this Agreement or any applicable award letter, but in no event exercisable after the end of the applicable regularly scheduled term (except in the case of death, as may otherwise be permitted under the applicable Employee Stock Plan or award letter).

Mr. James L. Dolan

Page 5

(c)    If, after the Scheduled Expiration Date, your employment with the Company is terminated (i) by the Company, (ii) by you for Good Reason, or (iii) as a result of your death or Disability, and at the time of any such termination described in clause (i), (ii) or (iii), Cause does not exist, then, subject (other than in the case of your death) to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, each of your then outstanding long term cash awards and equity awards (including restricted stock, restricted stock units, options and stock appreciation rights) that was awarded prior to the Scheduled Expiration Date shall vest and/or be payable as set forth in Paragraphs 6(c), (d) and (e) above.

(d) Upon the termination of your employment with the Company, the Company shall pay you any unpaid base salary through the date of termination by no later than the next payroll period, and shall reimburse you for any unreimbursed expenses incurred through the date of termination in accordance with the Company’s reimbursement policy. Except as otherwise specifically provided in this Agreement, your rights to benefits and payments under the Company’s pension and welfare plans (other than severance benefits) and any outstanding long-term cash or equity awards shall be determined in accordance with the then current terms and provisions of such plans, agreements and awards under which such benefits and payments (including such long-term cash or equity awards) were granted.

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

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

Mr. James L. Dolan

Page 6

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

For purposes of this Agreement, “Good Reason” means that (1) without your written consent and other than by your own causation, (A) your annual base salary or annual target bonus (as each may be increased from time to time in the Compensation Committee’s sole discretion) is reduced, (B) you are no longer the Executive Chairman of the Company, (C) you no longer report directly to the Board of Directors of the Company, (D) the Company requires that your principal office be located outside of Nassau County or the Borough of Manhattan, (E) the Company materially breaches its obligations to you under this Agreement; or (F) your responsibilities are materially diminished, (2) you have given the Company written notice, referring specifically to this Agreement and definition, that you do not consent to such action, (3) the Company has not corrected such action within 30 days of receiving such notice, and (4) you voluntarily terminate your employment with the Company within 90 days following the happening of the action described in subsection (1) above.

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

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

13. It is intended that this Agreement will comply with Section 409A to the extent this Agreement is subject thereto, and that this Agreement shall be interpreted on a basis consistent with such intent. If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of

Mr. James L. Dolan

Page 7

employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A as determined by the Company), (i) any payments will not be made to you and instead will be made to a trust in compliance with Rev. Proc. 92-64 (the “Rabbi Trust”), provided, however, that no payment will be made to the Rabbi Trust if it would be contrary to law or cause you to incur additional tax under Section 409A, (ii) any benefits will be delayed, and (iii) such payments or benefits shall not be made or provided to you before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination, in a lump sum or provided to you as soon as practicable after the expiration of such six month period. Each payment or benefit provided under this Agreement shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payment. If the Rabbi Trust has not been established at the time of the termination of your employment, you may select an institution to serve as the trustee of the Rabbi Trust (so long as the institution is reasonably acceptable to the Company). You may negotiate such terms with the trustee as are customary for such arrangements and reasonably acceptable to the Company. The Company will bear all costs related to the establishment and operation of the Rabbi Trust, including your attorney’s fees.

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

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

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

Mr. James L. Dolan

Page 8

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

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

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

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

21. This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings or agreements relating thereto; provided, however, that you shall be entitled to the benefits under the indemnification agreement between you and the Company. This Agreement will automatically terminate, and be null and void ab initio and of no force or effect, if the Spin-Off of the Company is not completed by June 30, 2020.

22. This Agreement will automatically terminate, and be of no further force or effect, on the Scheduled Expiration Date; provided, however, that the provisions of Paragraphs 6 through 10, 12 through 22, Annex A, and any amounts earned but not yet paid to you pursuant to the terms of this Agreement as of the Scheduled Expiration Date shall survive the termination of the Agreement and remain binding on you and the Company in accordance with their terms.

[Signature Page Follows]

Mr. James L. Dolan

Page 9

Sincerely,

MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp.)

/s/ Andrew Lustgarten

Andrew Lustgarten

President

Accepted and Agreed:

/s/ James L. Dolan

James L. Dolan

Mr. James L. Dolan

Page 10

ANNEX A

ADDITIONAL COVENANTS

(This Annex constitutes part of the Agreement)

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

1. CONFIDENTIALITY

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

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

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

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

Mr. James L. Dolan

Page 11

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

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

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

2. NON-COMPETE

You acknowledge that due to your executive position in the Company and your knowledge of the Company’s confidential and proprietary information, your employment or affiliation with certain entities would be detrimental to the Company. You agree that, without the prior written consent of the Company, you will not represent, become employed by, consult to, advise in any manner or have any material interest in any business directly or indirectly in any Competitive Entity (as defined below). A “Competitive Entity” shall mean any person or entity that (i) owns or operates any arena or theater with more than 2,000 seats in any area in which the Company or any of its subsidiaries owns or operates an arena or theater, (ii) creates, produces or presents live sporting events or live entertainment in any metropolitan area in which the Company or any of its subsidiaries owns, operates or has exclusive booking rights to a venue or (iii) directly competes with any other business of the Company or one of its subsidiaries that produced greater than 10% of the Company’s revenues in the calendar year immediately preceding the year in which the determination is made. An entity shall be deemed to compete with the on-line content business of the Company, or any of its affiliates only if the entity directly competes against the on-line content business of the Company, or its affiliate(s); provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or affiliate. Ownership of not more than 1% of the outstanding stock of any publicly traded company shall not be a violation of this Paragraph. This agreement not to compete will expire upon the one year anniversary of the date of a termination of your employment with the Company.

3. ADDITIONAL UNDERSTANDINGS

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

Mr. James L. Dolan

Page 12

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

In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performance of such music or lyrics other than music or lyrics written in connection with your employment. The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you.

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

4. FURTHER COOPERATION

Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree to cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without limitation,

Mr. James L. Dolan

Page 13

participation on behalf of the Company in any litigation or administrative proceeding brought by any former or existing Company employees, representatives, agents or vendors. The Company will pay you for your services rendered under this provision at the rate of $8,400 per day for each day or part thereof, within 30 days of the approval of the invoice therefor; provided that, if you provide services on the same day for the Company, MSGS, and/or MSG Networks, your daily rate shall not exceed $8,400 in the aggregate.

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

5. NON-HIRE OR SOLICIT

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

6. ACKNOWLEDGMENTS

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

Mr. James L. Dolan

Page 14

7. SURVIVAL

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

*        *        *

EX-10.48

Exhibit 10.48

March 31, 2020

Mr. Andrew Lustgarten

MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.)

Two Pennsylvania Plaza

New York, NY 10121

Dear Andy:

This letter agreement (the “Agreement”), effective as of the distribution (the “Distribution”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., the “MSGS”) (the “Effective Date”), will confirm the terms of your employment with the Company following the Effective Date.

1. Your title will be President and you will report to the Executive Chairman and Chief Executive Officer of the Company. Subject to Paragraph 2 below, you agree to continue to devote all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law. Subject to Paragraph 2 below, you shall not undertake any outside business commitments without the Company’s consent. Notwithstanding anything contained in this paragraph to the contrary, the Company acknowledges and consents to your service as Chairman of the Lustgarten Foundation.

2. The Company acknowledges that, in addition to your services pursuant to this Agreement, you will simultaneously serve as the Chief Executive Officer and President of, and are expected to devote a portion of your business time and attention to MSGS. The Company understands that you have entered or are entering into an employment agreement with MSGS contemporaneous with the execution of this Agreement and recognizes and agrees that your responsibilities to MSGS will preclude you from devoting substantially all of your time and attention to the Company’s affairs. In addition, as recognized in Article Tenth of the Company’s Amended and Restated Certificate of Incorporation and resolutions adopted by its Board of Directors (collectively, the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your multiple roles at the Company and MSGS. The Company recognizes and agrees that none of (i) your multiple responsibilities at the Company and MSGS, (ii) your inability to devote substantially all of your time and attention to the Company’s affairs, (iii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy, or (iv) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your multiple responsibilities to the Company and MSGS, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex A) nor shall any of the foregoing constitute “Cause” as such term is defined in Paragraph 12 hereof.

Mr. Andrew Lustgarten

Page 2

3. Your annual base salary will be not less than $800,000 annually, paid bi-weekly, subject to annual review and potential increase by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in its discretion. The Compensation Committee will review your compensation package on an annual basis to ensure that you are paid consistently with other similarly situated executives as well as external peers.

4. You will also participate in our discretionary annual bonus program with an annual target bonus opportunity equal to not less than 200% of your annual base salary (with such target bonus opportunity effective for the current fiscal year). Bonus payments depend on a number of factors including Company, business unit and individual performance. However, the decision of whether or not to pay a bonus, and the amount of that bonus, if any, is made by the Compensation Committee in its sole discretion. Annual bonuses are typically paid early in the subsequent fiscal year. Except as otherwise provided herein, in order to receive a bonus, you must be employed by the Company at the time bonuses are being paid. Notwithstanding the foregoing, if your employment with the Company ends on the Scheduled Expiration Date (as defined below), you shall be paid your bonus for the fiscal year ending June 30, 2022 (based on the salary dollars actually paid through the Scheduled Expiration Date, and payable at such time as bonuses are paid to the Company’s management employees), if any, even if such payment is not made to you prior to the Scheduled Expiration Date, which bonus shall be subject to Company and your business unit performance for that fiscal year as determined by the Company in its sole discretion, but without adjustment for your individual performance.

5. You will also, subject to your continued employment by the Company and actual grant by the Compensation Committee, participate in such equity and other long-term incentive programs that are made available in the future to similarly situated executives at the Company. It is expected that such awards will consist of annual grants of cash and/or equity awards with an annual target value of not less than $1,600,000, all as determined by the Compensation Committee in its discretion. With respect to the Company’s current fiscal year (ending June 30, 2020) you will be recommended for a mid-year grant with a target value equal to a pro-rated portion of the Company’s allocable share of the aggregate increase to your annual target value ($620,000) (such proration to be based on the number of full and partial months (so long as the Distribution occurs prior to the midpoint of such partial month) from and after the Distribution). All awards described in this Paragraph and in Paragraph 6 below, in addition to being subject to actual grant by the Compensation Committee, would be pursuant to the applicable plan document and would be subject to any terms and conditions established by the Compensation Committee in its sole discretion that would be detailed in separate agreements you would receive after any award is actually made; provided, however, that such terms and conditions shall be consistent with those in awards granted to similarly situated executives. Long-term incentive awards are currently expected to be subject to three-year vesting.

Mr. Andrew Lustgarten

Page 3

6. [Intentionally Omitted].

7. While you are employed by MSGS, you will not be eligible to participate in the Company’s benefits program except as provided below. If your employment with MSGS terminates while you remain employed by the Company, you will be eligible to participate in our standard benefits program, subject to meeting the relevant eligibility requirements, payment of the required premiums, and the terms of the plans themselves. Notwithstanding the first sentence of this Paragraph 7, you will continue to be eligible to participate in the Company’s Excess Savings Plan and your full Company base salary will be used to determine the applicable benefits under the Company’s Excess Savings Plan. You will also continue to be eligible for paid time off to be accrued and used in accordance with Company policy.

8. If your employment with the Company is terminated on or prior to December 31, 2021 (the “Scheduled Expiration Date”) (i) by the Company (other than for “Cause”); or (ii) by you for “Good Reason” (other than if “Cause” then exists); then, subject to your execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement (as defined below), the Company will provide you with the following:

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

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

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

Mr. Andrew Lustgarten

Page 4

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

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

(f) Notwithstanding any provisions of this Paragraph 8 to the contrary, to the extent that (i) any awards granted prior to the Effective Date that are payable under this Paragraph 8 constitute “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”); and (ii) accelerated payout pursuant to the terms of this Paragraph 8 of such awards is not permitted by Section 409A, then such awards shall be payable to you at such time as is provided under the terms of such awards or otherwise in compliance with Section 409A.

If you die after a termination of your employment that is subject to this Paragraph 8, your estate or beneficiaries will be provided with any remaining benefits and rights under this Paragraph 8.

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

Mr. Andrew Lustgarten

Page 5

the measurement period for such performance criteria has not yet been fully completed, then the payment amount shall be at the target amount for such award and (ii) if the measurement period for such performance criteria has already been fully completed, then the payment of such award shall be at the same time and to the extent that other similarly situated executives receive payment as determined by the Compensation Committee (subject to satisfaction of the applicable performance criteria).

(b)    If after the Scheduled Expiration Date, your employment with the Company is terminated (i) by the Company without Cause, (ii) by you for Good Reason, or (iii) as a result of your death or Disability (as defined in the Company’s Long-Term Disability Plan) and at the time of any such termination Cause does not exist, then, subject to your (or, in the case of your death, your representative’s) execution and delivery, within 60 days after the date of termination of your employment, and non-revocation (within any applicable revocation period) of the Separation Agreement, you will be provided with the benefits and rights set forth in Paragraphs 8(b), (d) and (e) above.

10. For purposes hereof, “Separation Agreement” shall mean the Company’s standard severance agreement (modified to reflect the terms of this Agreement) which will include, without limitation, the provisions set forth in Paragraphs 8, 9 and 11 hereof and Annex A hereto regarding non-compete (limited to one year), non-disparagement, non-hire/non-solicitation, confidentiality (including, without limitation, the last paragraph of Section 3 of Annex A), and further cooperation obligations and restrictions on you (with Company reimbursement of your associated expenses and payment for your services as described in Annex A in connection with any required post-employment cooperation) as well as a general release by you of the Company and its affiliates (and their respective directors and officers), but shall otherwise contain no post-employment covenants unless agreed to by you. You will not be asked to release claims with respect to any of your rights under this Agreement which, by its terms, survive the termination of your employment. The Company shall provide you with the form of Separation Agreement within seven days of your termination of employment. For avoidance of doubt, your rights of indemnification under the Company’s Amended and Restated Certificate of Incorporation, under your indemnification agreement with the Company and under any insurance policy, or under any other resolution of the Board of Directors of the Company shall not be released, diminished or affected by any Separation Agreement or release or any termination of your employment.

11.    Except as otherwise set forth in Paragraphs 8 and 9 hereof, in connection with any termination of your employment, your then outstanding equity and cash incentive awards shall be treated in accordance with their terms and, other than as provided in this Agreement, you shall not be eligible for severance benefits under any other plan, program or policy of the Company. Nothing in this Agreement is intended to limit any more favorable rights that you may be entitled to under your equity and cash incentive award agreements, including, without limitation, your rights in the event of a termination of your employment, a “Going Private Transaction” or a “Change of Control” (as those terms are defined in the applicable award agreement).

Mr. Andrew Lustgarten

Page 6

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

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

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

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

15. It is intended that this Agreement will comply with Section 409A to the extent this Agreement is subject thereto, and that this Agreement shall be interpreted on a basis consistent with such intent. If and to the extent that any payment or benefit under this Agreement, or any plan, award or arrangement of the Company or its affiliates, constitutes “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A as determined by

Mr. Andrew Lustgarten

Page 7

the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid or benefit not provided in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at a rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination, in a lump sum or provided to you as soon as practicable after the expiration of such six month period. Each payment or benefit provided under this Agreement shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payment.

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

17. The Company will not take any action, or omit to take any action, that would expose any payment or benefit to you to the additional tax of Section 409A, unless (i) the Company is obligated to take the action under an agreement, plan or arrangement to which you are a party, (ii) you request the action, (iii) the Company advises you in writing that the action may result in the imposition of the additional tax and (iv) you subsequently request the action in a writing that acknowledges you will be responsible for any effect of the action under Section 409A. The Company will hold you harmless for any action it may take or omission in violation of this Paragraph 17, including any attorney’s fees you may incur in enforcing your rights.

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

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

Mr. Andrew Lustgarten

Page 8

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

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

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

23. This Agreement reflects the entire understanding and agreement of you and the Company with respect to the subject matter hereof and supersedes all prior understandings or agreements relating thereto. This Agreement will automatically terminate, and be null and void ab initio and of no force or effect, if the Distribution of the Company is not completed by June 30, 2020.

24. The Company hereby agrees that it shall indemnify and hold you harmless to the fullest extent provided in its Amended and Restated Certificate of Incorporation and on the same terms as those applicable to other similarly situated executives.

25. This Agreement will automatically terminate, and be of no further force or effect, on the Scheduled Expiration Date; provided, however, that the provisions of Paragraphs 8 through 11, 14 through 24 and Annex A, and any amounts earned but not yet paid to you pursuant to the terms of this Agreement as of the Scheduled Expiration Date shall survive the termination of the Agreement and remain binding on you and the Company in accordance with their terms.

Mr. Andrew Lustgarten

Page 9

Sincerely,

MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp.)

/s/ James L. Dolan

James L. Dolan

Executive Chairman and Chief Executive Officer

Accepted and Agreed:

/s/ Andrew Lustgarten

Andrew Lustgarten

Mr. Andrew Lustgarten

Page 10

ANNEX A

ADDITIONAL COVENANTS

(This Annex constitutes part of the Agreement)

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

1. CONFIDENTIALITY

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

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

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

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

Mr. Andrew Lustgarten

Page 11

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

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

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

2. NON-COMPETE

You acknowledge that due to your executive position in the Company and the knowledge of the Company’s and its affiliates’ confidential and proprietary information which you will obtain during the term of your employment hereunder, your employment by certain businesses would be irreparably harmful to the Company and/or its affiliates. During your employment with the Company and, provided that your employment has terminated on or prior to December 31, 2021, thereafter through the first anniversary of the date on which your employment with the Company has terminated for any reason (the “Non-Compete Period”), you agree not to (other than with the prior written consent of the Company), become employed by any Competitive Entity (as defined below). A “Competitive Entity” shall mean any person or entity that (1) has a direct or indirect 10% or greater ownership interest in, or management or control of, any business, person or entity that competes with any of the Company’s businesses including, without limitation, any arena, stadium, concert venue, concert promoter, theatrical producer, or similar or related business (e.g., Internet sites in connection therewith) within the United States or within any other country in which the Company has any competing business or from which such business, person or entity competes with any of the Company’s domestic businesses, or (2) is an affiliate of a person or entity described in clause (1). For purposes of this Paragraph 2, an affiliate of an entity (including, without limitation, the Company) shall mean an entity that directly or indirectly controls, is controlled by, or under common control with, such entity. An entity shall be deemed to compete with the on-line content business of the Company, or any of its affiliates only if the entity directly competes against the on-line content business of the Company, or its affiliate; provided, however, that an entity’s business shall not be deemed to directly compete merely by the fact that the business sells ads on-line, unless the business specifically targets such ads to the same customers or potential customers as being targeted by the on-line content business of the Company, its subsidiary or affiliate. Additionally, the ownership by you of not more than 1% of the outstanding equity of any publicly traded company shall not, by itself, be a violation of this Paragraph. Notwithstanding the foregoing, if your employment is terminated on or prior to December 31, 2021 either (i) by the Company for any reason other than Cause or (ii) by you for

Mr. Andrew Lustgarten

Page 12

Good Reason and Cause doesn’t then exist, then the Non-Compete Period shall automatically expire on such termination of employment (but will be included in the Separation Agreement which, for the avoidance of doubt, you will not be required to sign if you wish to waive your rights to the severance benefits described in the Agreement).

3. ADDITIONAL UNDERSTANDINGS

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

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

In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you.

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

Mr. Andrew Lustgarten

Page 13

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

4. FURTHER COOPERATION

Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide any regular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree until the date that is the sixth anniversary of the Expiration Date to cooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or in any litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that your personal knowledge, attendance and participation could be beneficial to the Company. This cooperation includes, without limitation, participation on behalf of the Company in any litigation or administrative proceeding brought by any former or existing Company employees, representatives, agents or vendors. The Company will pay you for your services rendered under this provision at the rate of $3,626 per day for each day or part thereof, within 30 days of the approval of the invoice therefor.

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

5. NON-HIRE OR SOLICIT

You agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of the Company), directly or indirectly (whether for your own interest or any other person or entity’s interest) any person who is or was in the prior six months an employee of the Company, or any of its subsidiaries, until the first anniversary of the date of your termination of employment with the Company. This restriction does not apply to any former employee who was discharged by the Company or any of its affiliates. In addition, this restriction will not prevent you from providing references. If you remain continuously employed with the Company through the Scheduled Expiration Date, then this agreement not to hire or solicit will expire on the Scheduled Expiration Date; provided that in such case, the restriction in this Paragraph 5 will remain in effect until June 30, 2022 with respect to the hiring or solicitation of any Company executive at the Executive Vice President level or higher.

Mr. Andrew Lustgarten

Page 14

6. ACKNOWLEDGMENTS

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

7. SURVIVAL

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

EX-10.51

Exhibit 10.51

March 31, 2020

Mr. Joseph Yospe

c/o The Madison Square Garden Company

Two Pennsylvania Plaza

New York, NY 10121

Dear Joe:

In connection with the pending spin-off (the “Spin-Off”) by The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) of its MSG Entertainment Spinco, Inc. subsidiary (to be renamed Madison Square Garden Entertainment Corp., the “Company”), MSGS will assign to the Company the Employment Agreement, dated January 23, 2020, between MSGS and you (as assigned to the Company, your “Employment Agreement”). This letter (this “Amendment”) will amend your Employment Agreement effective as of the date on which the Spin-Off becomes Effective (the “Amendment Effective Date”). Capitalized terms used and not defined in this Amendment will have the meanings set forth in the Employment Agreement.

As of the Amendment Effective Date, the third sentence of the fourth paragraph of your Employment Agreement is amended and restated in its entirety as follows: “Bonus payments depend on a number of factors including Company, unit and individual performance. For the Company’s current fiscal year, your target bonus will be based on this new target percentage and your new base salary.”

Except as provided herein, the Employment Agreement will remain in full force and effect as of the Amendment Effective Date, subject to such other modifications as may be agreed to by you and the Compensation Committee of the Board of Directors of the Company relating to the Spin-Off. This Amendment will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that State. To the extent permitted by law, you and the Company waive any and all rights to a jury trial with respect to any matter relating to this Amendment. This Amendment may be executed in several counterparts (including, without limitation, by facsimile, PDF or electronic transmission), each of which will be deemed an original, and such counterparts will constitute one and the same instrument.

[Signature Page Follows]

Very truly yours,

/s/ Andrew Lustgarten

Andrew Lustgarten

President

Accepted and Agreed:

/s/ Joseph Yospe

Joseph Yospe

Date: March 31, 2020

EX-10.52

Exhibit 10.52

TRANSACTION AGREEMENT

Transaction Agreement (this “Agreement”), dated as of             , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG National Properties, LLC, a Delaware limited liability company (“National Properties”), MSG Entertainment Group, LLC, a Delaware limited liability company (formerly MSG Sports & Entertainment, LLC) (“MSGE Group”), MSG Entertainment Spinco, Inc., a Delaware corporation (to be renamed Madison Square Garden Entertainment Corp.) (“Spinco” and together with the Arena Companies, National Properties and MSGE Group, the “Spinco Parties”), Charles F. Dolan (“CD”), Helen A. Dolan (“HD”) and James L. Dolan (“JD” and together with CD, HD and the Team Parties, the “Principal Owners,” and the Principal Owners and the Spinco Parties being referred to collectively as the “Transaction Parties”), on the one hand, each Principal Owner c/o Madison Square Garden Sports Corp., Two Pennsylvania Plaza, New York, New York 10121, Attn: General Counsel and each Spinco Party c/o The Madison Square Garden Company, Two Pennsylvania Plaza, New York, New York 10121, Attn: General Counsel; and the National Basketball Association (“NBA”), on the other hand, c/o National Basketball Association, Olympic Tower, 645 Fifth Avenue, New York, New York 10022, Attn: General Counsel.

RECITALS

A.    The NBA and certain of the Transaction Parties are parties to (i) the Agreement and Undertaking (the “2015 Agreement and Undertaking”), dated as of September 28, 2015, from certain of the Transaction Parties and certain other entities in favor of the NBA Entities (as defined therein), and (ii) the Transfer Consent Agreement (the “Transfer Consent Agreement” and together with the 2015 Agreement and Undertaking, the “2015 Agreements”), dated as of September 28, 2015, among certain of the Transaction Parties and certain other entities and the NBA.

B.    MSG plans to separate (the “Spin-Off”) its entertainment business (which includes the Madison Square Garden Arena (the “Arena”)) from its sports business (which includes the NBA membership known as the New York Knickerbockers (the “Membership”) and all assets comprising the New York Knickerbockers basketball team (collectively with the Membership, the “Knickerbockers”) on             , 2020 (the “Spin-Off Date”).

C.    After giving effect to the Spin-Off, MSG will remain a publicly-traded company listed on the New York Stock Exchange (the “NYSE”).

D.    As steps in effecting the Spin-Off, on the date hereof, (i) MSG Sports will distribute its 100% ownership interest in Knicks Holdings to its direct wholly-owned subsidiary MSG NYK Holdings, (ii) MSGE Group will distribute its 100% ownership interest in Arena Holdco to its indirect wholly-owned subsidiary National Properties (iii) MSGE Group will distribute (the “Distribution”) its 100% ownership interest in MSG Sports to its direct parent MSG (the transactions described in clauses (i), (ii) and (iii) collectively, the “Distribution”), and (iv) MSGE Group will become a subsidiary of Spinco (together with the Distribution and the Spin-Off, the “Proposed Transactions”).

-2-

E.    In connection with the Spin-Off, on the Spin-Off Date, (i) Arenaco will enter into the Arena License Agreement (the “Arena License Agreement”) with Knicks LLC pursuant to which the Knicks team will play its home games at the Arena and (ii) a subsidiary of Spinco will enter into the Sponsorship Sales and Service Representation Agreement (the “Sponsorship Sales and Service Representation Agreement”) with Knicks Holdings pursuant to which the subsidiary of Spinco will act as sales and service representative for sponsorships with respect to the Knickerbockers.

F.    After giving effect to the Proposed Transactions: (i) all of the membership interests of Arenaco will be directly owned by Arena Holdco, (ii) all of the membership interests of Arena Holdco will be directly owned by National Properties, (iii) all of the membership interests of National Properties will be directly owned by S&E, LLC, (iv) all of the membership interests of S&E LLC will be directly owned by Spinco, and (v) Spinco will be a publicly-traded company listed on the NYSE.

G.    After giving effect to the Proposed Transactions, the direct and indirect ownership of the Team Parties will be as set forth on Schedule 1(xiv).

H.    After giving effect to the Proposed Transactions: (i) the ultimate ownership of the Knickerbockers, the Team Parties and the Arena immediately following the Spin-Off by the stockholders of MSG (with respect to the Knickerbockers and the Team Parties) and Spinco (with respect to the Arena), respectively, shall be the same as it was immediately prior to the Spin-Off (including the Dolan family’s ability to elect a majority of the board of directors), and (ii) the Spinco Parties will no longer own any direct or indirect interest in the Knickerbockers or any Team Party.

-3-

I.    The Proposed Transactions require the approval of the NBA. The NBA has approved the Proposed Transactions upon the condition that each of the Transaction Parties executes, delivers and performs this Agreement and the Closing Certificate (as defined below).

NOW, THEREFORE, in consideration of the approval by the NBA of the Proposed Transactions, the Transaction Parties agree and undertake in favor of the NBA and the other Affiliated NBA Parties (as defined below), subject to the NBA’s confirmation in Section 7 below, as follows:

1.    The Transaction Parties jointly and severally represent, warrant and agree as follows:

(i)    Each Transaction Party that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has the power and authority to own, operate and lease its properties and to carry on its business. Each Transaction Party has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of each Transaction Party, enforceable against it in accordance with its terms.

(ii)    All consents, approvals and filings necessary for the consummation of the Proposed Transactions have been obtained or made and are in full force and effect.

(iii)    There is no action, suit or proceeding pending or, to the knowledge of any Transaction Party, threatened against any Transaction Party that is reasonably likely to result in a material adverse change in the business, properties, assets or prospects or in the condition, financial or otherwise (a “Material Adverse Change”), of such Transaction Party, or

-4-

which is reasonably likely to prevent, impede or adversely affect the consummation of the Proposed Transactions. There is no order, writ, injunction or decree that has been issued by, or, to the knowledge of any Transaction Party, requested by, any court or governmental agency which has resulted or is reasonably likely to result in any Material Adverse Change with respect to any Transaction Party or which is reasonably likely to prevent, impede or adversely affect the consummation of the Proposed Transactions or, with respect to the Principal Owners, the operation of the Membership.

(iv)    Each Transaction Party is in compliance in all material respects with all laws, regulations and orders, federal, state, provincial or otherwise, except where the failure to be in compliance (individually or collectively) would not be reasonably likely to result in a Material Adverse Change with respect to such Transaction Party or have a material adverse effect on the ability of such Transaction Party to conduct its business as currently conducted or, with respect to the Principal Owners, the operation of the Membership.

(v)    Each Transaction Party has performed in all material respects all obligations required to be performed by such Transaction Party to date with respect to the Proposed Transactions. No Transaction Party is in default under any material contract, agreement, lease, or other instrument relating to the Proposed Transactions to which such Transaction Party is a party or by which such Transaction Party is bound. Each of the Transaction Documents (as defined below) constitutes a valid and binding obligation enforceable against each Transaction Party that is a party thereto in accordance with its terms.

(vi)    The execution and delivery of this Agreement and the Transaction Documents, and the compliance by the Transaction Parties with their terms, will not conflict with, or result in the breach or termination of, any of the terms, conditions or provisions of, or constitute

-5-

a default under, or result in the creation of any lien, charge or encumbrance upon any Transaction Party’s properties or assets pursuant to any indenture, mortgage, lease, agreement or other instrument to which such Transaction Party is a party or by which such Transaction Party is bound. The Proposed Transactions will have no material adverse effect on the business, assets, operations or condition, financial or otherwise, of Knicks LLC, any other Team Party, Arenaco, the Knickerbockers or the Arena.

(vii)    After giving effect to the Proposed Transactions and except as provided in Schedule 1(vii), none of the assets of Knicks LLC (including the Membership) or assets of any other Team Party constituting Basketball-Related Assets, including direct or indirect ownership interests in the Knickerbockers or any Team Party (except for shares of MSG that may be pledged without NBA approval as provided in Section 3 of the Transfer Consent Agreement), are, and after giving effect to the Proposed Transactions none of such assets will be, pledged to secure the indebtedness or obligations of any person or entity. After giving effect to the Proposed Transactions and the potential financing contemplated by National Properties to occur subsequent to the Proposed Transactions, neither the Arena nor any direct or indirect ownership interests in the Arena Companies or National Properties (except for shares of Spinco that may be pledged without NBA approval to the same extent shares of MSG may be pledged without NBA approval as provided in Section 3 of the Transfer Consent Agreement) are, and after giving effect to the Proposed Transactions none of such assets or interests will be, pledged to secure the indebtedness or obligations of any person or entity. As used in this Agreement, the terms “interest” and “ownership interest” shall include, individually and collectively, each economic, voting, management, disposition and other right associated with such interest or ownership interest, including, without limitation, the right to receive dividends and distributions upon a sale transaction or otherwise.

-6-

(viii)    After giving effect to the Proposed Transactions and except as provided in Schedule 1(vii), the Transaction Parties do not have, and after giving effect to the Proposed Transactions, the Transaction Parties will not have (as of the Spin-Off Date), any Enterprise Indebtedness (as defined in the NBA Debt Policies).

(ix)    None of the Transaction Parties has any Claims (as defined below) against any of the Affiliated NBA Parties, except for claims of the type described in Section 3(b).

(x)    The Proposed Transactions (other than the Spin-Off) have been consummated today and the Spin-Off shall be consummated on the Spin-Off Date, in each case in accordance with the terms of the documents listed on Schedule 1(x) (the “Transaction Documents”).

(xi)    Except as provided in the Transaction Documents and except as provided in Schedule 1(vii), there are no agreements, arrangements or understandings, whether written or oral, among any of the Transaction Parties or their respective Affiliates (as defined below) relating to or entered into in connection with the Proposed Transactions or relating to the ownership, control, management, right to transfer direct or indirect interests in, or financing of the Knickerbockers or any of the Transaction Parties (including, without limitation, partnership or shareholders agreements). The NBA has received true and complete copies of each of the Transaction Documents, including the Arena License Agreement, the Sponsorship Sales and Service Representation Agreement and the Team Sponsorship Allocation Agreement, in the forms to be entered into on the Spin-Off Date.

-7-

(xii)    All information furnished by or on behalf of the Transaction Parties to the NBA Entities in connection with the request for approval of the Proposed Transactions is true and correct in all material respects and has not contained any material misstatement or omitted any material statement which would make such information not misleading.

(xiii)    After giving effect to the Proposed Transactions, except (A) as described on Schedule 1(xiv), and (B) with respect to shares of MSG that may be transferred without NBA approval as provided in Section 3 of the Transfer Consent Agreement, there are no options, warrants, rights (contingent or otherwise) or convertible securities of any kind entitling any person or entity to acquire, directly or indirectly, any shares, partnership interests, membership interests, debt instruments or other economic rights in the Knickerbockers or any of the Team Parties (“Contingent Interests”), nor does the Knickerbockers or any of the Team Parties have any obligation to issue any such Contingent Interests. No Transaction Party is holding its direct or indirect interest in the Knickerbockers or rights under the Transaction Documents for the benefit of any other person or entity. After giving effect to the Proposed Transactions, no Principal Owner presently has any intention of, or agreement or arrangement with respect to, selling, relocating or otherwise transferring any of its direct or indirect interests in (a) the Knickerbockers or (b) any other Basketball-Related Asset. After giving effect to the Proposed Transactions, no Spinco Party presently has any intention of, or agreement or arrangement with respect to, selling, relocating or otherwise transferring any of its direct or indirect interests in the Arena. As used in this Agreement, the term “Basketball-Related Assets” means, collectively, (a) the Knickerbockers, (b) any and all other assets used in or related to the ownership or operation of the Knickerbockers or the performance or exhibition by the Knickerbockers of NBA games in which it is a participant, and (c) any and all assets arising out of or created or issued by virtue of, as a result of, or in

-8-

connection with, the admission or current status of the Knickerbockers as a member of the NBA, including, without limitation, media rights, sponsorship rights, rights to attend Knickerbockers games and all rights to derive revenues from any of the foregoing; “Basketball-Related Assets” include any agreements to the extent they grant other persons any such rights, whether or not they include the grant of additional rights. Following the consummation of the Proposed Transactions, all Basketball-Related Assets (other than the Arena) will be owned by Knicks LLC and neither Spinco nor any of its subsidiaries will own any Basketball-Related Assets (other than the Arena). Following the consummation of the Proposed Transactions, Arenaco will continue to own the Arena and will be an indirect, wholly-owned subsidiary of Spinco; and no Team Party will have any direct or indirect ownership interest in Arenaco. Following the consummation of the Proposed Transactions and for so long as it remains an affiliate of Knicks LLC, Arena Holdings, Arenaco and any other direct or indirect subsidiary of Spinco that does not own substantial assets other than such entity’s direct or indirect ownership interests in the Arena will be an “Arena Affiliate” for purposes of the NBA Debt Policies; thereafter, such entities shall not be “Arena Affiliates” for purposes of the NBA Debt Policies and therefore the Arena and any direct or indirect ownership interests in the Arena Companies may be pledged to secure the indebtedness or obligations of any person or entity. For the avoidance of doubt, following the consummation of the Proposed Transactions, none of Spinco, MSG S&E or any of their respective direct or indirect subsidiaries that is not an Arena Affiliate shall be subject to the Arena Indebtedness limitations in the NBA Debt Policies or any NBA restriction on pledging any of such entity’s assets (other than direct or indirect equity interests in an Arena Affiliate as provided in Section 1(vii)) provided that it complies with the foregoing covenant to not own any Basketball-Related Assets (other than the Arena) and each of the other terms of this Agreement and the Transaction Documents.

-9-

(xiv)    Schedule 1(xiv) contains a true and complete list, after giving effect to the Proposed Transactions, of (x) all of the individuals and entities that directly or indirectly own interests in the Knickerbockers (other than shareholders of MSG), and their respective percentage ownership interests in the Knickerbockers and each intermediate entity; (y) all of the individuals and entities that directly or indirectly own shares of Class B common stock of MSG (including the trustees and beneficiaries of any trusts), and their respective percentage ownership interests in MSG and each intermediate entity; and (z) except as set forth in clause (y), to the best knowledge of the Principal Owners and as of the date or dates indicated, all of the individuals and entities that directly or indirectly own 5% or more of the shares of Class A common stock of MSG, and their respective percentage ownership interests in MSG and each intermediate entity. CD, HD and trusts of which they are the sole trustees collectively own approximately [●]% of the shares of Class B common stock of MSG, [●]% of the total outstanding shares of common stock of MSG and [●]% of the voting power of MSG. CD, HD, JD, descendants of CD and HD, and trusts for their benefit collectively own all of the shares of Class B common stock of MSG, approximately [●]% of the total outstanding shares of common stock of MSG and approximately [●]% of the voting power of MSG. After giving effect to the Proposed Transactions, the Spinco Parties will not own any shares of MSG. Knicks LLC directly owns the Membership, and owns, leases or has the right to use all other assets used in or necessary for the customary operation of the Membership and the performance or exhibition by the Membership of games in which its NBA team is a participant, and all other assets arising out of or in connection with the Membership’s status as a member of the NBA.

-10-

(xv)    The Controlling Owner (as defined in the NBA Ownership Transfer Policies) of the Knickerbockers shall continue to be JD. Any proposed successor Controlling Owner shall be subject to the prior approval of the NBA and must satisfy all requirements of the NBA Rules (as defined in the Transfer Consent Agreement). The persons serving as the Alternate Governors of the Knickerbockers shall initially be Andrew Lustgarten and Leon Rose.

(xvi)    All of the intellectual property relating to or used by any of the Owners in the operation of the Knickerbockers is owned by Knicks, LLC, other than intellectual property owned by third parties and licensed to Knicks, LLC (including pursuant to the Arena License Agreement between Knicks, LLC and Arenaco).

(xvii)    As of the [date of this Agreement and the Spin-Off Date], MSG has cash and cash equivalents in excess of $[●] and undrawn availability under committed lines of credit in excess of $[●], in each case that is available to fund the operations, liabilities and obligations of Knicks LLC as such funding is required.

(xviii)    None of the Transaction Parties or its Affiliates (other than Knicks LLC) has any interest in any business that has a relationship with any NBA player or player agent that would constitute a violation of NBA Rules.

2.    (a) The Transaction Parties agree that none of the Transaction Documents (other than the Arena License Agreement and the Sponsorship Sales and Service Representation Agreement, which include provisions relating to NBA approval of amendments, modifications, terminations, waivers and supplements) shall be amended, modified, terminated or waived in any respect, and none of the Transaction Parties or their Affiliates shall enter into any new agreements, arrangements or understandings, in each case that change in a material way any management, control or ownership arrangement or the business transaction presented to and approved by the NBA without the prior written consent of the NBA. The Arena License Agreement, the Sponsorship Sales and Service Representation Agreement and the Team

-11-

Sponsorship Allocation Agreement shall not be amended, modified, terminated, waived or supplemented unless approved in advance in writing by the NBA as provided therein. None of the Transaction Parties shall assign, pledge or otherwise encumber any of their rights, or delegate any of their duties, under any of the Transaction Documents, without the prior written consent of the NBA, and any assignment, pledge, encumbrance or delegation in violation of this provision shall be void.

(b)    The Principal Owners shall cause Knicks LLC to operate the Knickerbockers in a first class manner, consistent with the manner in which NBA teams generally are operated, as determined by the NBA Commissioner; provided that CD, HD and JD shall not have Financial Responsibility pursuant to this sentence. The Spinco Parties, CD, HD and JD shall cause Arenaco to operate the Arena in a first class manner, consistent with the manner in which NBA arenas generally are operated, as determined by the NBA Commissioner; provided that CD, HD and JD shall not have Financial Responsibility pursuant to this sentence. For purposes of this Agreement, “Financial Responsibility” shall mean personal liability for the debts, liabilities or obligations of, and any obligation to make any capital contribution or loan to, the applicable Transaction Party or any of its Affiliates.

(c)    MSG and each other Team Party (including, without limitation, Knicks LLC) shall at all times pay in the ordinary course and in a timely fashion all of its expenses, liabilities and obligations (including, without limitation, all dues, assessments, capital contributions and other amounts payable to the NBA Entities) and shall maintain sufficient net working capital and cash reserves to pay such

-12-

expenses, liabilities and obligations. The Team Parties (other than Knicks LLC) agree jointly and severally to provide Knicks LLC with all required operating support, financial and otherwise, necessary for Knicks LLC to pay such expenses, liabilities and obligations as and when due, and to otherwise operate the Knickerbockers in a first class manner in accordance with Section 2(b). Subject to complying with the preceding sentence, MSG agrees to provide each other Team Party with all required operating support, financial and otherwise, necessary for such Team Party to pay such expenses, liabilities and obligations as and when due, and to otherwise operate its business in a first class manner consistent with the operation of the Knickerbockers. Spinco agrees to provide each other Spinco Party with all required operating support, financial and otherwise, necessary to operate the Arena in a first class manner in accordance with Section 2(b) and pay its expenses, liabilities and obligations as and when due. For the avoidance of doubt, none of CD, HD nor JD shall have Financial Responsibility pursuant to this provision.

(d)    After the date of this Agreement, (i) the Principal Owners shall cause Knicks LLC to be party to all agreements exclusively relating to the Knickerbockers, including agreements granting rights to Basketball-Related Assets that exclusively relate to the Knickerbockers, (ii) if such agreements relate to businesses of a Transaction Party or its Affiliate other than the Knickerbockers, the Transaction Parties shall ensure that there will be a fair market allocation of revenues and expenses among Knicks LLC and such other businesses, and (iii) the Principal Owners shall cause all other newly acquired Basketball-Related Assets that exclusively relate to the Knickerbockers to be owned directly by Knicks LLC. The Spinco Parties shall not take any action inconsistent with the provisions of this paragraph.

(e)    From and after the date of this Agreement, (i) the Team Parties agree not to incur any Enterprise Indebtedness without the prior approval of the NBA and compliance with the applicable NBA Rules and (ii) the Spinco Parties agree not to incur any Enterprise Indebtedness without the prior approval of the NBA and compliance with the applicable NBA Rules.

-13-

3.    (a) Each of the Transaction Parties, on its own behalf and on behalf of its Affiliates, hereby releases and forever discharges the NBA Entities, each of the present and future member teams of the NBA (the “NBA Teams”) (other than New York Knicks, LLC), and each of their respective predecessors, successors, assigns and affiliates, and the past, present and future direct and indirect directors, officers, employees, agents, owners, partners, members, managers, shareholders, governors, affiliates and subsidiaries of each of the foregoing (collectively, including the NBA Entities and NBA Teams, the “Affiliated NBA Parties”) from all actions, causes of action, suits, debts, losses, costs, controversies, damages, liabilities, judgments, claims, and demands whatsoever, in law, admiralty or equity (collectively, “Claims”), known or unknown and arising out of or relating to (i) the Proposed Transactions, or (ii) facts, circumstances, acts or omissions existing or occurring on or prior to the date of this Agreement relating to the business of the NBA Entities or the game of NBA, WNBA, NBA 2K League or G League basketball, that any of the Transaction Parties (or its Affiliates) ever had, now has or hereafter can, shall or may have against any of them. Each of the Transaction Parties represents and warrants to the NBA Entities that none of the Claims purportedly released under the prior sentence has been assigned or transferred to any other party. Notwithstanding anything to the contrary stated above, the Transaction Parties are not releasing or discharging the Los Angeles Clippers (or their owners or affiliated entities) with respect to the ongoing dispute involving their plans for a new arena in Inglewood, California.

-14-

(b)    The release and discharge set forth in Section 3(a) shall not apply to terminate, modify or amend any contracts or agreements between or among the Transaction Parties

(or their Affiliates) and any of the Affiliated NBA Parties which were entered into by the Transaction Parties (or their Affiliates) in the ordinary course of their business, or release or discharge any amounts due in the ordinary course under any of those agreements.

4.    (a) The Transaction Parties jointly and severally shall indemnify, defend and hold harmless each of the Affiliated NBA Parties from and against all actions, causes of action, suits, debts, obligations, losses, damages, amounts paid in settlement, liabilities, costs and expenses (including, without limitation, interest, penalties and reasonable attorneys’ fees and expenses) (collectively, “Losses”) resulting to, imposed upon, asserted against or incurred by any Affiliated NBA Party (including, but not limited to, in any action between any of the Transaction Parties and any Affiliated NBA Party) in connection with or arising out of (i) the Proposed Transactions or any transactions or other acts or occurrences relating to the Proposed Transactions; (ii) any breach or misrepresentation by any of the Transaction Parties under this Agreement; (iii) any act or omission (or alleged act or omission), whether on, prior to or after the date of this Agreement, by or on behalf of any of the Transaction Parties or their respective past, present or future Affiliates, except that in the case of Losses suffered by owners of NBA Teams or their affiliates (other than their NBA Teams and the NBA Entities), such Losses must arise from acts or circumstances related to the business of the NBA Entities or the game of NBA, WNBA, NBA 2K League or G-League basketball, and in the case of Losses suffered by NBA Teams or their affiliates (other than the NBA Entities), such Losses shall not include damages payable by such NBA Team or affiliate to a Transaction Party in a proceeding in which such Transaction Party is the prevailing party, or expenses incurred by such NBA Team or affiliate in such proceeding; or (iv) any Claim (other than a Claim against a particular NBA Team or its owners) by an Affiliate of any of the Transaction Parties that would have been released by such Affiliate under Section 3(a)

-15-

(after giving effect to Section 3(b)) if it had been defined as an “Transaction Party” for purposes of this Agreement. Notwithstanding anything to the contrary stated above, the Transaction Parties are not indemnifying the Los Angeles Clippers (or their owners or affiliated entities) with respect to the ongoing dispute involving their plans for a new arena in Inglewood, California.

(b)    Upon the request of the NBA, the applicable Transaction Parties shall advance to the NBA or another indemnified party an amount equal to any Losses as those Losses are incurred; provided that in a proceeding between a Transaction Party or its Affiliate and an NBA Team or its affiliate (other than their NBA Teams and the NBA Entities), such Losses must only be advanced upon a final determination that the Transaction Party or its Affiliate is liable in such proceeding.

(c)    None of the Affiliated NBA Parties shall be entitled to bring an indemnification claim against any of the Transaction Parties under this Section 4 without the approval of the NBA Commissioner.

(d)    Any Affiliated NBA Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action, suit or proceeding; provided, however, that the failure of any Affiliated NBA Party to give such prompt notice shall not affect its right to receive indemnification under this Agreement except to the extent the indemnifying party is materially and adversely affected by the failure.

-16-

5.    Each Transaction Party acknowledges that from time to time it and one or more of the NBA Entities will jointly retain one or more law firms or experts to represent and advise them (“League Advisors”). Each Transaction Party agrees and consents to the representation of the NBA Entities and the other NBA Teams by League Advisors in connection with any and all controversies and disputes, including any litigation or other adversarial proceeding adverse to such Transaction Party. In any such adverse representation, the current or prior representation of such Transaction Party by that League Advisor, and the information that was conveyed to that League Advisor in the course of such representation, shall not be asserted as, and shall not constitute, a basis to disqualify that League Advisor from the adverse representation.

6.    Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally, sent by reputable overnight courier or mailed by registered mail, return receipt requested, to the parties at the addresses set forth above (or at such other address as a party may specify by notice similarly given).

7.    This Agreement and the Closing Certificate contain the entire agreement of the parties hereto with respect to the Proposed Transactions, and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof; provided that nothing in this Agreement or the Closing Certificate shall (a) amend, terminate or waive any of the terms or provisions (including representations and indemnities) of any Agreement and Undertaking or other agreement or certificate executed by any of the Transaction Parties prior to the date of this Agreement, or (b) affect any rights or Claims of the Affiliated NBA Parties, or liabilities or obligations of any of the Transaction Parties or other parties, under any such Agreement and Undertaking or other agreement or certificate arising or accrued through the date of this Agreement, each of which shall remain in full force and effect. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Transaction Parties and the NBA confirm that after the Spin-Off Date: (i) no Spinco Party shall have any further obligation under

-17-

Section 1, the second sentence of Section 2 or the second sentence of Section 4(b) of the 2015 Agreement and Undertaking, (ii) MSG shall have not have any further obligation to provide operating support to any Spinco Party under the third sentence of Section 4(b) of the 2015 Agreement and Undertaking, (iii) no Spinco Party shall have any obligation under Section 7(a)(ii) or (iii) of the 2015 Agreement and Undertaking for breaches, acts or omissions of any Team Party occurring after the Spin-Off Date, (iv) the first sentence of Section 2 of the 2015 Agreement and Undertaking shall remain applicable to the Spinco Parties provided that the first sentence of Section 2 of the 2015 Agreement and Undertaking shall not be violated with respect to any NBA Entity or any NBA Team by any position or action taken by the Spinco Parties or their subsidiaries in the ordinary course of their respective businesses at any time after they are no longer affiliates of Knicks LLC, and (v) no Team Party shall have any obligation under Section 7(a)(ii) or (iii) of the 2015 Agreement and Undertaking for breaches, acts or omissions of any Spinco Party occurring after the Spin-Off Date. MSG NYK Holdings agrees to be bound by and comply with each provision of any Agreement and Undertaking executed by any of the Transaction Parties prior to the date of this Agreement applicable to Knicks Holdings.

8.    This Agreement shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in New York. Pursuant to Article 24(h) of the NBA Constitution, the provisions of this Agreement shall be interpreted by the NBA Commissioner.

9.    Subject to Section 3(b) of the Transfer Consent Agreement, in the event of any breach by any of the Transaction Parties of its agreements contained herein, in addition to all other legal and equitable rights and remedies available to the NBA Entities and the NBA Teams (including, without limitation, the authority of the NBA Commissioner to impose fines and other penalties under Article 24 of the NBA Constitution), such breach shall constitute a failure to fulfill a contractual obligation within the meaning of Article 13(d) of the NBA Constitution, and shall

-18-

entitle the NBA Entities and NBA Teams to exercise all rights and remedies against Knicks LLC and any other applicable Team Party as if Knicks LLC or such Team Party had itself committed such breach.

10.    The covenants and agreements by the Transaction Parties contained in this Agreement shall be construed as several covenants by each of the Transaction Parties in favor of the NBA Entities that may be relied on solely by the NBA Entities, and not as covenants between any of the Transaction Parties. Accordingly, any of such covenants and agreements, and any of the representations made by the Transaction Parties in this Agreement, may be waived, amended, consented to or otherwise approved by the NBA Entities, on the one hand, and the particular Transaction Party to which such covenant, agreement or representation applies, on the other hand, without the consent or approval of any other party, including, but not limited to, in cases where one or more other Transaction Parties has made the same or a similar covenant, agreement or representation that is not being waived, amended, consented to or otherwise approved by the NBA Entities as to such Transaction Party, as applicable. The covenants and agreements by the Principal Owners contained in this Agreement shall apply to them in their capacities as owners of an interest in the Membership and otherwise.

11.    As used in this Agreement, the term “Affiliate” means: (a) with respect to a specified person or entity, (i) any other person or entity directly or indirectly controlled by, controlling or under common control with the specified person or entity, (ii) any person who is an officer, director or trustee of, or serves in a similar capacity with respect to, the specified entity, (iii) any other person or entity that, directly or indirectly, is the beneficial owner of 50% or more of any class of equity interests of the specified entity, or of which the specified person or entity, directly or indirectly, is the owner of 50% or more of any class of equity interests, and (iv) the

-19-

spouse, children and other lineal descendants (collectively, “Relatives”) of the specified person, any trust for the benefit of the specified person or his or her Relatives, and any entity directly or indirectly controlled by one or more Relatives of the specified person; and (b) with respect to each Principal Owner, (i) each direct or indirect owner of Class B common stock of MSG (including trusts and trustees and beneficiaries of trusts), and their respective Affiliates, and (ii) each other Transaction Party and its Affiliates. For the avoidance of doubt, each of MSG, Spinco and their direct and indirect subsidiaries are Affiliates of each the Principal Owners as of the date of this Agreement and the Spin-Off Date.

12.    The Transaction Parties acknowledge and agree that the NBA’s approval of the Proposed Transactions is subject to: (i) the Spin-Off being consummated on the Spin-Off Date strictly in accordance with the [Distribution Agreement and the other applicable Transaction Documents], (ii) the Transaction Parties executing and delivering to the NBA a certificate dated the Spin-Off Date in the form attached as Exhibit A hereto (the “Closing Certificate”), and (iii) the ownership structure of the Transaction Parties upon consummation of the Proposed Transactions conforming to Schedule 1(xiv) hereto. If any condition in the foregoing clauses (i)-(iii) is not satisfied, the approval of the NBA with respect to the Proposed Transactions (but not the representations, warranties and obligations of the Transaction Parties hereunder) shall be void ab initio.

13.    This Agreement may be executed in counterparts, which together shall constitute the same instrument.

[Signature pages follow]

-20-

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, intending to be bound hereby, as of the date first written above.

NATIONAL BASKETBALL ASSOCIATION

By:

MSG ARENA, LLC

By:

MSG ARENA HOLDINGS, LLC

By:

MSG ENTERTAINMENT GROUP, LLC

(formerly MSG Sports & Entertainment, LLC)

By:

MSG NATIONAL PROPERTIES, LLC

By:

MSG ENTERTAINMENT SPINCO, INC.

(to be renamed Madison Square Garden Entertainment Corp.)

By:

-21-

NEW YORK KNICKS, LLC

By:

WESTCHESTER KNICKS, LLC

By:

KNICKS GAMING, LLC

By:

KNICKS HOLDINGS, LLC

By:

MSG NYK HOLDINGS, LLC

By:

MSG SPORTS, LLC

By:

THE MADISON SQUARE GARDEN COMPANY

(to be renamed Madison Square Garden Sports Corp.)

By:

-22-

By:
	Charles F. Dolan
By:
	Helen A. Dolan
By:
	James L. Dolan

-23-

EX-10.53

Exhibit 10.53

TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of                 , 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (“National Properties”), MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liability company (formerly MSG Sports & Entertainment, LLC) (“MSGE Group”), and MSG ENTERTAINMENT SPINCO, INC., a Delaware corporation (to be renamed Madison Square Garden Entertainment Corp.) (“Spinco”) (the entities listed in this clause (iv) together with the Arena Companies, the “Spinco Parties”, and the Spinco Parties together with the Club Parties, the “Transaction Parties”).

Background

(a) The NHL and certain of the Transaction Parties are parties to (i) the Transaction Approval Agreement (the “2015 Transaction Approval Agreement”), dated as of September 28, 2015, by and among the NHL, certain of the Transaction Parties and certain other entities, and (ii) the Transfer Consent Agreement (the “2015 Transfer Consent Agreement” and together with the 2015 Transaction Approval Agreement, the “2015 Agreements”), dated as of September 28, 2015, by and among the NHL, certain of the Transaction Parties and certain other entities.

(b) TMSGC plans to separate (the “Spin-Off”) its entertainment business (which include the Madison Square Garden Arena (the “Arena”)) from its sports business (which includes the membership in the NHL of the New York Rangers hockey club (the “Rangers”)).

(c) After giving effect to the Spin-Off, TMSGC will remain a publicly-traded company listed on the New York Stock Exchange (the “NYSE”).

(d) As steps in effecting the Spin-Off, on or prior to the date of the Spin-Off (the “Spin-Off Date”), (i) MSG Sports will distribute its 100% ownership interest in RH LLC to its direct wholly-owned subsidiary MSG NYR Holdings, (ii) MSGE Group proposes to distribute its 100% ownership interest in MSG Sports to its direct parent TMSGC (the transactions described in clauses (i) and (ii) collectively, the “Distribution”), and (iii) MSGE Group will become a subsidiary of Spinco (together with the Distribution and the Spin-Off, the “Proposed Transactions”).

(e) After giving effect to the Proposed Transactions: (i) all of the membership interests of Arenaco will be directly owned by Arena Holdco, (ii) all of the membership interests of Arena Holdco will be directly owned by National Properties, (iii) all of the membership interests of National Properties will be directly owned by MSGE Group, (iv) all of the membership interests of MSGE Group will be directly owned by Spinco, (v) Spinco will be a publicly-traded company listed on the NYSE and (vi) the direct and indirect ownership of the Club Parties will be set forth on Schedule 1.

(f) After giving effect to the Proposed Transactions: (i) the ultimate ownership of the Rangers, the Club Parties and the Arena immediately following the Spin-Off by the stockholders of TMSGC (with respect to the Rangers and the Club Parties) and Spinco (with respect to the Arena), respectively, shall be the same as it was immediately prior to the Spin-Off (including the Dolan family’s ability to elect a majority of the board of directors), and (ii) the Spinco Parties will no longer own any direct or indirect interest in the Rangers or any Club Party.

(g) The NHL has approved the Distribution upon the condition that each of the Transaction Parties executes, delivers and performs this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, and subject to the following terms and conditions, it is agreed as follows:

1. Representations and Warranties. The Transaction Parties jointly and severally represent and warrant as of the date hereof and as of the Spin-Off Date to the NHL as follows:

(a) If it is a corporation or limited liability company, it is duly organized, validly existing and in good standing under the laws of the state of its existence, and has the power and authority to own, operate and lease its properties and to carry on its business.

(b) Each Transaction Party has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(c) The execution, delivery and performance of this Agreement constitutes a valid and binding obligation of each Transaction Party enforceable against it in accordance with its terms.

(d) Except as set forth in Schedule 1 hereto, the ownership interests in each Transaction Party described in paragraph (e) of the “Background” Section hereof are validly issued and fully paid and, except for restrictions on transfers of common stock under the Transaction Documents or with respect to publicly traded shares of TMSGC or Spinco held by persons other than Dolan family members, trusts or affiliates, are held free and clear of any liens, security interests, pledges, charges, encumbrances or claims of liability. Except as otherwise permitted hereunder, (i) each Club Party presently has no intention of selling directly any part of its interest in the Rangers, or any of the assets of the Rangers, or any other Hockey-Related Asset (as defined below) and (ii) except for the securities described on Schedule 1 hereto, there are no options, warrants, put or call rights or any other rights of acquisition or conversion that would entitle any person or entity to acquire any direct or indirect interest, whether equity or otherwise, in any Club

-2-

Party. Except as otherwise permitted hereunder, (i) each Spinco Party presently has no intention of selling directly any part of its interest in the Arena and (ii) except for the securities described on Schedule 1 hereto, there are no options, warrants, put or call rights or any other rights of acquisition or conversion that would entitle any person or entity to acquire any direct or indirect interest, whether equity or otherwise, in any Spinco Party. The ownership structure of each Transaction Party conforms to the provisions of paragraphs (e) and (f) of the “Background” Section hereof.

(e) After giving effect to the Proposed Transactions, James Dolan remains the Governor of the Rangers and the Chief Executive Officer of TMSGC, and continues to be responsible for and has the authority to manage the business and affairs of the Rangers and each Club Party, subject to certain prior approvals of the board of directors and stockholders of TMSGC as required by law.

(f) There is no action, suit, or proceeding pending against the Rangers or any Transaction Party which involves the likelihood of any adverse judgment or liability not fully covered by insurance or with respect to which adequate reserves have not been established in accordance with generally accepted accounting principles in effect from time to time in the United States (“GAAP”) and which may result in a material adverse change in the business, properties or assets or in the condition, financial or otherwise, of any Transaction Party or which may prevent or impede the consummation of the transactions contemplated by this Agreement. There is no order, writ, injunction or decree that has been issued by, or, to the knowledge of the Transaction Parties, requested by, any court or governmental agency which does or may result in any material adverse change in the business, properties or assets or in the condition financial or otherwise, of any Transaction Party or which may prevent or impede the consummation of the transactions contemplated by this Agreement.

(g) To the best of the knowledge and belief of the Transaction Parties, each Transaction Party has complied in all material respects with all material laws, regulations and orders, federal or otherwise.

(h) All material consents, waivers, approvals, orders and authorizations of any persons or entities or governmental or regulatory authorities (or registrations, declarations, filings or recordings with any such authorities) that are required in connection with the Proposed Transactions have been obtained (or made) and are in full force and effect.

(i) Each Transaction Party has performed in all material respects all obligations required to be performed by such Transaction Party to date with respect to the Proposed Transactions and, except as disclosed in any schedules hereto, no Transaction Party is in default under any material contract, agreement, lease, or other instrument relating to the same to which such Transaction Party is a party or by which such Transaction Party is bound.

(j) The execution and delivery of this Agreement, and compliance with the terms hereof and thereof by each Transaction Party, will not conflict with, or result in the breach of, any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any Transaction Party’s properties or assets pursuant to any indenture, mortgage, lease, agreement or other instrument to which any Transaction Party is a party or by which any Transaction Party is bound.

-3-

(k) To the best of the Transaction Parties’ knowledge, no Transaction Party has any Claims against any of the Affiliated NHL Parties.

(l) Each of the Transaction Parties has the power and authority to execute and deliver each Transaction Document to which it (or he or she, as the case may be) is a party and to perform its (or his or her, as the case may be) obligations thereunder.

(m) The Transaction Parties have furnished to the NHL true, complete and correct copies of all documents relating to the Proposed Transactions, a complete list of which is provided on Schedule 2 (the “Transaction Documents”). The Transaction Documents have been (or will be as of the Distribution Date) executed in the form delivered to the NHL and there are no other material arrangements, agreements, or understandings, whether written or oral, among the parties to the Transaction Documents which relate to the Proposed Transactions. True and correct copies of all documents described or referred to herein or in any Schedule attached hereto have heretofore been delivered or made available to the NHL or will be made available upon request. All other information furnished by each Transaction Party to the NHL in connection with the request for approval of the Distribution is true and correct in all material respects and has not omitted any material statement which would make such information not misleading.

2. Post Transaction Capital Structure. The Transaction Parties represent, warrant and covenant that: (a) none of the Transaction Parties has pledged or granted a security interest in the Franchise, their direct or indirect interests therein or any other Hockey-Related Assets to secure any debt obligation, nor shall any Club Party grant such a pledge or security interest without the NHL’s prior written consent (to the extent required by the NHL Constitution and Agreements (as defined below)); provided, however, that Rangers LLC may pledge its assets in accordance with, and subject to, the terms and conditions of that certain letter agreement, dated January 25, 2017, by and among the NHL, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Rangers LLC and the other parties thereto relating to certain obligations secured, among other things, by certain assets of Rangers LLC (as amended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Lender Letter Agreement”) and (b) neither Spinco nor any of its subsidiaries shall at any time following the date hereof own or have any rights whatsoever with respect to any Hockey-Related Assets (as all of such assets are, and at all times following the date hereof shall be, owned solely and directly by Rangers LLC, without restriction by, or reservation of rights in favor of, Spinco or any of its subsidiaries), any direct or indirect ownership or other interest in, or any indebtedness of, Rangers LLC or the Franchise, in each case, without the prior written consent of the NHL.

3. Release and Limitation of Liability.

(a) As partial consideration for the NHL’s approval of the Distribution, each of the Transaction Parties on its own behalf and on behalf of its successors and assigns, but not on behalf of any other affiliate or subsidiary or in its capacity as a partner, shareholder or agent of any such affiliate or subsidiary, hereby forever release and discharge the NHL, all of the other NHL Entities, all of the Member Clubs (except the Rangers, but including future Member Clubs), each

-4-

of their respective predecessors, affiliates, successors and assigns, and any of their respective past, present and future direct and indirect owners, partners, shareholders, members, managers, directors, officers, agents, governors, trustees and employees in their respective capacities as such (collectively, “Affiliated NHL Parties”) from any and all claims, demands, causes of action and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, decisional, Canadian, United States, state, provincial, local or otherwise) (collectively, “Claims”) that any Transaction Party ever had, now has or hereafter can, shall or may have by reason of or concerning any act, omission, transaction, occurrence, rule, regulation, resolution, policy, procedure, or directive taken, occurring, or existing at any time up to and including the date of the execution of this Agreement, relating to, or arising from, any hockey operations or any NHL activity, including without limitation, the performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of the Proposed Transactions; provided that nothing in this paragraph shall be construed or interpreted as a release and discharge by any of the Transaction Parties of (x) any Claims expressly reserved in the Settlement Documents as defined in the Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23, 2009, except that the Transaction Parties acknowledge that the actions, policies or practices described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially between the Effective Date of the Settlement Documents and the date of the execution of this Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of the Settlement Documents, or (z) any amounts due to any of the Transaction Parties from any Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements executed prior to the date hereof (including, but not limited to, in respect of player transactions). With respect to the preceding sentence of this paragraph, the parties agree that no inferences shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release applies to such actions, policies or practices continuing materially unchanged after the date of the execution of this Agreement and, as such, either party shall be free to raise any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10, 2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., No. 07 CIV. 8455 (LAP) relating to the extent to which the Claims covered by the preceding sentence of this paragraph are released as related to actions, policies and practices that continue materially unchanged after the date of the execution of this Agreement, provided, for clarity, that all Claims covered by the preceding sentence of this paragraph that exist as of the date of the execution of this Agreement are released. To the extent any Affiliated NHL Party asserts a claim against any Transaction Party, then the release contained in this paragraph shall not prohibit such Transaction Party from asserting a defense or counterclaim to that claim. Except as expressly described herein, nothing in this paragraph shall be construed to be in derogation or as a limitation of any rights that the Transaction Parties or any Affiliated NHL Party has pursuant to the Settlement Documents.

(b) Except as permitted pursuant to the Settlement Documents and without limiting Rangers LLC’s rights thereunder, the Transaction Parties hereby agree, based upon facts known to, or facts that reasonably should have been known to, the Transaction Parties on the date hereof, not to initiate a judicial or other proceeding against the NHL challenging any provision of the NHL Constitution and Agreements as in effect and interpreted on the date hereof as they may apply to acts or omissions up to and including the date hereof.

-5-

(c) Without limiting any other rights any Affiliated NHL Party may have, and without limiting any party’s affirmative obligation to pay the amounts referenced in this Agreement and/or the Lender Letter Agreement:

(i) the Transaction Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all losses, obligations, claims, liabilities, fines, penalties, damages, costs and expenses (including without limitation, reasonable costs of investigation and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties) incurred or required to be paid by an Affiliated NHL Party (collectively, “Losses”), arising out of, attributable to, in connection with or in any way relating to the Proposed Transactions and any other transactions or other acts or occurrences relating to or contemplated by the Proposed Transactions or the Transaction Documents and/or the NHL’s and Member Clubs’, where applicable, consideration of and approval of the Distribution;

(ii) the Club Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement or the Lender Letter Agreement by any Club Party or any breach of any warranty, covenant, obligation or agreement or any misrepresentation in the letter agreement dated as of the date hereof in favor of the NHL by Charles Dolan, Helen Dolan and James Dolan (the “Letter Agreement”), or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement and/or the Lender Letter Agreement) of any Club Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents; and

(iii) the Spinco Parties hereby jointly and severally agree to indemnify and hold harmless the Affiliated NHL Parties from and against any and all Losses arising out of, attributable to, in connection with or in any way relating to: (A) any breach of any warranty, covenant, obligation or agreement or any misrepresentation in this Agreement by any Spinco Party, or (B) any act, omission, liability or obligation (including, without limitation, all obligations set forth in this Agreement) of any Spinco Party, any of their respective subsidiaries or other past, present or future affiliates or any of their respective past, present or future shareholders, partners, principals, members, managers, investors, directors, officers, employees, representatives or agents.

No Affiliated NHL Party other than the NHL or other NHL Entities shall be entitled to indemnification under clause (ii)(B) or (iii)(B) above unless the Commissioner determines that such indemnification is appropriate in the Commissioner’s sole discretion. Any Affiliated NHL Party claiming a right of indemnity hereunder shall give the indemnifying party prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential Losses and shall afford the indemnifying party the opportunity to participate in the defense of such claim, action,

-6-

suit or proceeding; provided, however, that the failure of any Affiliated NHL Party to give such prompt notice shall not affect its right to receive indemnification under this Agreement except to the extent that indemnifying party is materially and adversely affected by the failure. No claim against either an individual Member Club or which is based primarily on an act or omission of the Rangers for which indemnification is sought under this paragraph will be settled without the consent of the indemnifying parties, such consent not to be unreasonably withheld.

(d) Nothing contained in this Agreement shall be, or be construed or deemed to be, a subordination by the NHL of the NHL’s rights: (i) to receive payments on account of indebtedness or liabilities now or hereafter owing to it by any Club Party, the Rangers or any other entity or (ii) to defer or off-set any distribution to any Club Party, or the Rangers. Nothing in this Agreement shall be construed in any respect as a guaranty or indemnity by the NHL, or any of its Member Clubs, of any debts, liabilities or obligations whatsoever of the Rangers, any Transaction Party or any other party.

4. Confirmation of Agreements. The Transaction Parties and the NHL confirm that the Consent Agreement dated as of June 17, 1997 (the “1997 Agreement”), the Consent Agreement dated as of March 29, 2001 (the “2001 Agreement”), the Consent Agreement dated as of December 5, 2002 (the “2002 Agreement”), the Transfer Consent Agreement and Transaction Approval Agreement, each dated February 9, 2010 (the “2010 Agreements”), the 2015 Agreements and any other consent agreement at any time executed by any of the Transaction Parties with the NHL (collectively, including the 1997 Agreement, the 2001 Agreement, the 2002 Agreement, the 2010 Agreements and the 2015 Agreements, the “Prior Consent Agreements”), have not been amended or modified by this Agreement and remain in full force and effect, except that Section 2 hereof shall supersede Section 5(b) of the 2015 Transaction Approval Agreement. The parties hereto acknowledge and agree that the NHL shall not seek to enforce against MSGE Group, Arenaco or Arena Holdco their respective obligations set forth in Sections 4(b), 5(c), 7(d), 7(f), 7(g), 7(h), 9(b) and 12 of the 2015 Transaction Approval Agreement or set forth in Sections 1(c) and 1(d) of the 2015 Transfer Consent Agreement, in each case with respect to matters occurring following the date of this Agreement. Nothing in this Agreement shall be construed to amend or modify any of the agreements in favor of the NHL given by Charles Dolan, James Dolan or trusts for the benefit of members of their families, including the Letter Agreement, the letter agreement dated September 30, 2015 in favor of the NHL by Charles Dolan, James Dolan, trusts for the benefit of members of their families and certain other parties, the agreement of Charles Dolan dated June 17, 1997 and the agreement of such trusts dated March 10, 1995, all of which remain in full force and effect. MSG NYR Holdings agrees to be bound by and comply with each provision of the Prior Consent Agreements applicable to RH LLC.

5. Additional Provisions.

(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including but not limited to, any corporation or other business entity into which any party shall be merged, consolidated or amalgamated or to which substantially all of the assets of a party shall be transferred in each case in accordance with the NHL Constitution and Agreements. No Transaction Party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the NHL. Notwithstanding anything in any Transaction Document to the contrary, except as provided in

-7-

paragraph 11 of the Settlement Agreement, any dispute between or among the parties hereunder relating to the subject matter hereof shall be deemed to be a dispute which shall be resolved in accordance with Section 6.3 of the NHL Constitution and the Commissioner shall have full and exclusive jurisdiction and authority to arbitrate and resolve such dispute unless the NHL shall have waived the application of Section 6.3 of the NHL Constitution to any future agreement or relationship in a writing that refers to that provision.

(b) Any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered personally or sent by facsimile (with a copy by any other means permitted for the giving of notices under this section), one (1) day after being sent by a reputable overnight courier, or three (3) days after being mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:

If to the NHL (prior to July 1, 2020):	National Hockey League 1185 Avenue of the Americas New York, New York 10036 Attention: General Counsel
and to:	National Hockey League One Manhattan West 395 9th Avenue New York, New York 10001 Attention: General Counsel
with a copy to:	Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Wayne D. Katz, Esq.
If to the NHL (on or after July 1, 2020):	National Hockey League One Manhattan West 395 9th Avenue New York, New York 10001 Attention: General Counsel
with a copy to:	Proskauer Rose LLP Eleven Times Square New York, New York 10036 Attention: Wayne D. Katz, Esq.
If to any Transaction Party:	Two Penn Plaza New York, New York 10121 Attention: General Counsel

-8-

or to such other persons or to such other addresses as the parties hereto shall designate from time to time by like notice. The NHL’s addresses provided in this Section 5(b) shall supersede and replace all notice addresses provided by the NHL in any contract, agreement or other instrument executed by any Transaction Party (or any of their affiliates) with the NHL.

(c) Except as provided in the Settlement Documents, this Agreement and the exhibits and schedules annexed hereto and made a part hereof contain the entire agreement among the parties hereto with respect to the Proposed Transactions. This Agreement shall not be modified, supplemented, or terminated orally, and shall be governed by the laws of the State of New York applicable to agreements made and to be performed entirely in New York. It is acknowledged and agreed that the NHL will suffer immediate and irreparable harm in the event of a breach of this Agreement by any other party hereto of any of its obligations hereunder and will not have an adequate remedy at law, and therefore, the NHL shall in addition to any other remedy available to it at law or in equity, except as otherwise provided herein, be entitled to temporary, preliminary and permanent injunctive relief and a decree for specific performance in the event of a breach or threatened or attempted breach, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of any other security. The Transaction Parties also acknowledge and agree that to the extent permitted by the NHL Constitution and Agreements (including this Agreement), certain actions of only one or more of the Transaction Parties or their respective affiliates or subsidiaries may result in the exercise of rights and remedies against Rangers LLC or the Franchise, including, but not limited to, the involuntary termination of the Franchise. This Agreement shall be interpreted neutrally and without regard to the party that drafted it and, in particular, no rule of construction shall be applied as against any party hereto that would result in the resolution of an ambiguity contained herein against the drafting party solely by reason of such party being the drafting party.

(d) This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument.

(e) No failure on the part of any party to exercise, and no delay of exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver by any party of another party’s compliance with the provisions of this Agreement shall be effective unless set forth in a writing signed by the party granting such waiver, and no waiver of any provision on any one occasion shall constitute a waiver of such provision or any other provision on any subsequent occasion.

(f) All of the parties to this Agreement acknowledge, covenant and agree that the NHL has reviewed the Transaction Documents that have been supplied to it for certain limited purposes only and that the NHL is not charged with knowledge of, or deemed to have any independent obligations under, any of the Transaction Documents. For greater certainty and clarity, notwithstanding anything contained in any Transaction Document, whether to the contrary or otherwise, in the event of any conflict or ambiguity between any term or provision contained in this Agreement on one hand, and any Transaction Document on the other hand, the terms of this Agreement shall control.

-9-

(g) The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part thereof.

(h) All capitalized terms used in this Agreement but not otherwise defined shall have the meanings assigned to such terms in the 2015 Transaction Approval Agreement; provided that as used in this Agreement, the term “Hockey-Related Assets” shall exclude the Arena and shall include the rights of the Club Parties under the Arena License Agreement entered into by Arenaco and Rangers LLC in connection with the Spin-Off, pursuant to which the Rangers will play their home games at the Arena. As used in this Agreement, the term “NHL Constitution and Agreements” shall mean (i) the NHL Constitution, (ii) the NHL By-laws, (iii) the governing documents of each of the NHL, NHL Enterprises, L.P., NHL Enterprises Canada, L.P., NHL Enterprises, Inc., National Hockey League Enterprises Canada, Inc., NHL Enterprises B.V., Intra-Continental Ensurers, Limited, NHL Interactive CyberEnterprises, LLC, NHL Network US, L.P., NHL Network US, Inc., NHL WCH 16, LP, NHL WCH 16, Inc., NHL WCH 16 Canada Holdco, Inc., NHL WCH 16 US, LP, NHL WCH 16 US GP, LLC, NHL WCH 16 US Holdco, LLC, NHL China Holdings, LLC, any entity that may be formed by the NHL member clubs (the “Member Clubs”) generally after the date of this Agreement, and each of their respective subsidiaries and other present or future affiliates (all of the foregoing entities, including the NHL but excluding the Member Clubs, the “NHL Entities”), (iv) all other existing or future rules, regulations, interpretations, memoranda, procedures, directives, policies, guidelines, positions, and resolutions of, including, without limitation, positions taken with, and covenants, representations and warranties made to, any court or governmental or quasi-governmental agency by, each of the NHL Entities, the NHL Board of Governors and the NHL Commissioner (the “Commissioner”), (v) this Agreement, the Letter Agreement and, subject to Section 4, each Prior Consent Agreement (as defined in Section 4), (vi) the Lender Letter Agreement, (vii) the current and future Collective Bargaining Agreements between the NHL and the National Hockey League Players’ Association and between the NHL and the National Hockey League Officials’ Association and all other agreements, consent agreements, decrees, cooperation agreements and settlement agreements presently or hereafter in effect or entered into between or among any NHL Entity or Entities, on the one hand, and the Member Clubs generally, on the other hand, or any NHL Entity or Entities and/or the Member Clubs generally, on the one hand, and other persons, on the other hand, in furtherance of the NHL’s (or any other NHL Entity’s) business or interests or as otherwise authorized, directly or indirectly, by the NHL Board of Governors, the Commissioner, the applicable NHL Entity, the NHL Constitution or the NHL By-laws, and (viii) the Commissioner’s interpretation of, opinions concerning, and the custom and practice under, any of the foregoing, all as may be amended from time to time.

(i) This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except for the NHL Entities and as provided in Section 3).

(j) If any provision of this Agreement shall be deemed invalid or unenforceable by a court having jurisdiction, the balance of this Agreement shall remain in effect and shall be enforced to the maximum extent permitted by law.

-10-

(k) As used in this Agreement, the term “affiliate” means, with respect to a specified person or entity: (i) any other person or entity directly or indirectly controlled by, controlling, or under common control with the specified person or entity, and (ii) any family member of the specified person or trust for the benefit of one or more family members of the specified person.

(l) Subject to the third sentence of Section 5(a), the courts of New York State located in New York County and the United States District Court for the Southern District of New York located in New York County shall have exclusive jurisdiction over the parties (and the subject matter) with respect to any dispute or controversy arising under or in connection with this Agreement, and by execution of this Agreement, each Transaction Party submits to and accepts the exclusive jurisdiction of those courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any matter affecting any Transaction Party or the Rangers, in general. A summons or complaint in any such action or proceeding may be served in accordance with Section 5(b). Each Transaction Party irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction.

(m) The Transaction Parties covenant and agree, in accordance with the third paragraph of Article 3.5 of the NHL Constitution, that all legal fees and costs incurred by the NHL with respect to the transactions contemplated by this Agreement shall be charged to the Franchise and shall be the obligation thereof.

(n) Whenever the context may require, any pronoun shall include the corresponding masculine and feminine forms.

[Signature pages follow.]

-11-

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

NATIONAL HOCKEY LEAGUE
By:
	Name:
	Title:

NEW YORK RANGERS, LLC
By:
	Name:
	Title:

RANGERS HOLDINGS, LLC
By:
	Name:
	Title:

MSG NYR HOLDINGS, LLC
By:
	Name:
	Title:

MSG SPORTS, LLC
By:
	Name:
	Title:

THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp.)
By:
	Name:
	Title:

MSG ARENA, LLC
By:
	Name:
	Title:

MSG ARENA HOLDINGS, LLC

By:
	Name:
	Title:

MSG ENTERTAINMENT GROUP, LLC

(formerly MSG Sports & Entertainment, LLC)

By:
	Name:
	Title:

MSG ENTERTAINMENT SPINCO, INC.

(to be renamed Madison Square Garden Entertainment Corp.)

By:
	Name:
	Title:

EX-99.1

Exhibit 99.1

THE MADISON SQUARE GARDEN COMPANY

TWO PENNSYLVANIA PLAZA

NEW YORK, NY 10121

April [●], 2020

Dear Stockholder:

I am pleased to report that the previously announced spin-off by The Madison Square Garden Company, which we refer to as “MSG,” of all of the outstanding shares of common stock of its MSG Entertainment Spinco, Inc. subsidiary is expected to become effective on April 17, 2020. MSG Entertainment Spinco, Inc., a Delaware corporation, which we refer to as “Spinco,” will become a public company on that date and will own the entertainment business currently owned and operated by MSG through its MSG Entertainment business segment and the sports bookings business currently owned and operated by MSG through its MSG Sports business segment, as described in this information statement. On or prior to the Distribution, The Madison Square Garden Company will change its name to “Madison Square Garden Sports Corp.” and Spinco will change its name to “Madison Square Garden Entertainment Corp.” Spinco’s Class A Common Stock will be listed on the New York Stock Exchange, which we refer to as “NYSE,” under the symbol “MSGE” and The Madison Square Garden Company (renamed “Madison Square Garden Sports Corp.”) will change its symbol on NYSE to “MSGS” in connection with the spin-off.

Holders of record of MSG’s Class A Common Stock as of the close of business, New York City time, on April 13, 2020, which will be the record date, will receive one share of Spinco Class A Common Stock for every one share of MSG’s Class A Common Stock held. Holders of record of MSG’s Class B Common Stock as of the close of business on the record date will receive one share of Spinco Class B Common Stock for every one share of MSG Class B Common Stock held. No action is required on your part to receive your Spinco shares. You will not be required either to pay anything for the new shares or to surrender any shares of MSG stock.

No fractional shares of Spinco stock will be issued. If you otherwise would be entitled to a fractional share you will receive a check for the cash value thereof, which generally will be taxable to you. In due course you will be provided with information to enable you to compute your tax bases in both MSG and Spinco stock. MSG expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the distribution by MSG of our Class A Common Stock and Class B Common Stock to the holders of MSG Class A Common Stock and MSG Class B Common Stock, respectively (i.e., the distribution), will qualify as a tax-free distribution for U.S. federal income tax purposes.

The enclosed information statement describes the distribution of shares of Spinco stock and contains important information about Spinco, including financial statements. I suggest that you read it carefully. If you have any questions regarding the Distribution, please contact MSG’s transfer and distribution agent, EQ Shareowner Services, at 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International).

Sincerely,

James L. Dolan

Executive Chairman and Chief Executive Officer

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission.

PRELIMINARY INFORMATION STATEMENT

SUBJECT TO COMPLETION, DATED APRIL 1, 2020

INFORMATION STATEMENT

MSG Entertainment Spinco, Inc.

Distribution of

Class A Common Stock

Par Value, $0.01 Per Share

Class B Common Stock

Par Value, $0.01 Per Share

This information statement is being furnished in connection with the distribution by The Madison Square Garden Company (“MSG”) to holders of its common stock of all of the outstanding shares of MSG Entertainment Spinco, Inc. (collectively, “we,” “us,” “our,” “Spinco,” or the “Company”) common stock. Prior to such distribution, we will enter into a series of transactions with MSG pursuant to which we will own the entertainment business that was owned and operated by MSG through its MSG Entertainment business segment, as well as the sports bookings business that was owned and operated by MSG through its MSG Sports business segment, as described in this information statement.

Shares of our Class A Common Stock will be distributed to holders of MSG Class A Common Stock of record as of the close of business, New York City time, on April 13, 2020, which will be the record date. Each such holder will receive one share of our Class A Common Stock for every one share of MSG’s Class A Common Stock held on the record date. Shares of our Class B Common Stock will be distributed to holders of MSG’s Class B Common Stock as of the close of business on the record date. Each holder of MSG’s Class B Common Stock will receive one share of our Class B Common Stock for every one share of MSG’s Class B Common Stock held on the record date. We refer to this distribution of securities as the “Distribution.” The Distribution will be effective at 11:59 p.m., New York City time, on April 17, 2020. For MSG stockholders who own common stock in registered form, in most cases the transfer and distribution agent will credit their shares of Spinco common stock to book entry accounts established to hold their MSG common stock. Our transfer and distribution agent will send these stockholders a statement reflecting their Spinco common stock ownership shortly after April 17, 2020. For stockholders who own MSG common stock through a broker or other nominee, their shares of Spinco common stock will be credited to their accounts by the broker or other nominee. Stockholders will receive a cash payment in lieu of fractional shares, which generally will be taxable. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”

No stockholder approval of the Distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. MSG stockholders will not be required to pay for the shares of our common stock to be received by them in the Distribution, or to surrender or to exchange shares of MSG common stock in order to receive our common stock, or to take any other action in connection with the Distribution. There is currently no trading market for our common stock.

On or prior to the Distribution, The Madison Square Garden Company will change its name to “Madison Square Garden Sports Corp.” and MSG Entertainment Spinco, Inc. will change its name to “Madison Square Garden Entertainment Corp.” Our Class A Common Stock has been approved for listing on the New York Stock Exchange (“NYSE”). Our Class A Common Stock will trade under the symbol “MSGE” and The Madison Square Garden Company (renamed “Madison Square Garden Sports Corp.”) will change its symbol on NYSE to “MSGS” in connection with the Distribution. We will not list our Class B Common Stock on any securities exchange.

IN REVIEWING THIS INFORMATION STATEMENT, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 28.

WE ARE AN EMERGING GROWTH COMPANY AS DEFINED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012. REFER TO “RISK FACTORS — THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO US AS AN ‘EMERGING GROWTH COMPANY’ MAY MAKE OUR CLASS A COMMON STOCK LESS ATTRACTIVE TO INVESTORS” AND “BUSINESS — EMERGING GROWTH COMPANY STATUS.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

Stockholders of MSG with inquiries related to the Distribution should contact MSG’s transfer and distribution agent, EQ Shareowner Services, at 1-800-468-9716 (U.S. toll free) or 651-450-4064 (International).

The date of this information statement is April [●], 2020.

TABLE OF CONTENTS

SUMMARY	1
Our Company	1
Coronavirus Impacts	1
Pending Sale of the Forum	2
Our Strengths	3
Our Strategy	3
Key Challenges	6
Company Information	7
THE DISTRIBUTION	8
SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA	12
QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION	15
THE DISTRIBUTION	21
General	21
Manner of Effecting the Distribution	21