EX-10.1



 Exhibit 10.1 

TRANSITION SERVICES AGREEMENT 

BY AND BETWEEN 
 MSG SPINCO, INC.

 (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) 

AND 
 THE MADISON SQUARE GARDEN
COMPANY 
 (TO BE RENAMED MSG NETWORKS INC.) 

DATED AS OF SEPTEMBER 11, 2015 







 TABLE OF CONTENTS 
  

					
	 	  	Page	 
	ARTICLE I	  
	DEFINITIONS	  
		
	 Section 1.1. General
	  	 	1	  
	 Section 1.2. Reference; Interpretation
	  	 	3	  
	
	ARTICLE II	  
	SERVICES	  
		
	 Section 2.1. Services
	  	 	3	  
	 Section 2.2. Standard of Service
	  	 	3	  
	 Section 2.3. Additional Services
	  	 	3	  
	 Section 2.4. Representative
	  	 	4	  
	
	ARTICLE III	  
	LICENSES AND PERMITS	  
		
	 Section 3.1. Licenses and Permits
	  	 	4	  
	
	ARTICLE IV	  
	PAYMENT	  
		
	 Section 4.1. General
	  	 	4	  
	 Section 4.2. Additional Expenses
	  	 	4	  
	 Section 4.3. Invoices
	  	 	5	  
	 Section 4.4. Failure to Pay
	  	 	5	  
	 Section 4.5. Termination of Services
	  	 	6	  
	
	ARTICLE V	  
	INSURANCE MATTERS	  
		
	 Section 5.1. Disclaimer
	  	 	6	  
	 Section 5.2. Insurance Transition
	  	 	6	  
	 Section 5.3. Claims Made Policies
	  	 	7	  
	 Section 5.4. Audits and Adjustments
	  	 	7	  
	 Section 5.5. No Assignment or Waiver
	  	 	7	  
	 Section 5.6. No Limitation on Spinco Insurance
	  	 	7	  
	 Section 5.7. Scope
	  	 	7	  









					
	 	  	Page	 
	ARTICLE VI	  
	INDEMNIFICATION	  
		
	 Section 6.1. Indemnification by Party Receiving Services
	  	 	7	  
	 Section 6.2. Indemnification by Party Providing Services
	  	 	8	  
	 Section 6.3. Third Party Claims
	  	 	8	  
	 Section 6.4. Indemnification Payments
	  	 	10	  
	 Section 6.5. Survival
	  	 	11	  
	
	ARTICLE VII	  
	COOPERATION; CONFIDENTIALITY; TITLE	  
		
	 Section 7.1. Good Faith Cooperation; Consents
	  	 	11	  
	 Section 7.2. Confidentiality
	  	 	11	  
	 Section 7.3. Internal Use; Title, Copies, Return
	  	 	11	  
	
	ARTICLE VIII	  
	TERM	  
		
	 Section 8.1. Duration
	  	 	12	  
	 Section 8.2. Early Termination by Spinco
	  	 	12	  
	 Section 8.3. Early Termination by MSG Networks
	  	 	12	  
	 Section 8.4. Suspension Due to Force Majeure
	  	 	13	  
	 Section 8.5. Consequences of Termination
	  	 	13	  
	
	ARTICLE IX	  
	RECORDS	  
		
	 Section 9.1. Maintenance of Records
	  	 	13	  
	
	ARTICLE X	  
	DISPUTE RESOLUTION	  
		
	 Section 10.1. Negotiation
	  	 	13	  
	 Section 10.2. Continuity of Service and Performance
	  	 	14	  
	 Section 10.3. Other Remedies
	  	 	14	  
	
	ARTICLE XI	  
	NOTICES	  
		
	 Section 11.1. Notices
	  	 	14	  
	
	ARTICLE XII	  
	MISCELLANEOUS	  
	 Section 12.1. Taxes
	  	 	15	  


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


  
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 Transition Services Agreement, dated as of September 11, 2015 (this
“Agreement”), between MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation (“Spinco”), and The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware
corporation (“MSG Networks”). 
 W I T N E S S E T H: 

WHEREAS, Spinco and MSG Networks have entered into a Distribution Agreement, dated as of September 11, 2015 (the “Distribution
Agreement”), which sets forth the terms pursuant to which MSG Networks and its subsidiary MSG Holdings, L.P. (“MSG Holdings”), will transfer certain assets to Spinco and MSG Networks will distribute the common stock of
Spinco to shareholders of MSG Networks (the “Distribution”); and 
 WHEREAS, in connection with the Distribution, and in
order to ensure an orderly transition under the Distribution Agreement, it will be necessary for each of the parties to provide to the other the Services described herein for a transitional period; 

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

ARTICLE I 
 DEFINITIONS

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

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

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

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

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







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

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

“Loss” shall mean any damage, claim, loss, charge, action, suit, proceeding, deficiency, tax, interest, penalty and
reasonable costs and expenses related thereto (including reasonable attorneys’ fees). 
 “MSG Networks Services” shall
mean those transitional services, including any Additional Services, to be provided by MSG Networks to Spinco set forth on Schedule B hereto to assist Spinco in operating Spinco’s business following the Distribution. Services or actions of
Overlap Individuals shall not be considered to be MSG Networks Services under this Agreement unless expressly agreed in writing by both parties to this Agreement. 

“Overlap Individuals” shall mean Persons who are directors of both Spinco and MSG Networks or officers of both Spinco and MSG
Networks if such officer is compensated by both companies. 
 “Person” shall mean any natural person, corporation, business
trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. 

“Prime Rate” shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National
Association, as its prime lending rate. 
 “Services” shall mean, collectively, the Spinco Services and the MSG Networks
Services. 
 “Spinco Services” shall mean those transitional services, including any Additional Services, to be provided by
Spinco to MSG Networks set forth on Schedule A hereto to assist MSG Networks in operating MSG Networks’ business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Spinco Services under this
Agreement unless expressly agreed in writing by both parties to this Agreement. 

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

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

SERVICES 

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

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

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

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

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

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

 ARTICLE III 

LICENSES AND PERMITS 

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

PAYMENT 

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

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

  
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 (b) In addition to the fees payable for expenses in accordance with Section 4.1(b), Spinco
shall reimburse MSG Networks for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Spinco with respect to Third Parties
in connection with the provision of MSG Networks Services to Spinco pursuant to the terms of this Agreement or paid by MSG Networks on behalf of Spinco; provided that if MSG Networks expects to incur in respect of a Third Party in any month
costs and expenses in excess of $25,000 and not already contemplated by Schedule B, MSG Networks shall use commercially reasonable efforts to provide to Spinco prior to the first day of such a month written notice setting forth MSG Networks’
reasonable estimate of the expenses it expects to incur. 
 Section 4.3. Invoices. (a) Spinco will invoice MSG Networks in
U.S. dollars: (i) as of the last day of each calendar month for any fees payable by MSG Networks in accordance with Section 4.1(a) for Spinco Services listed on Schedule A provided pursuant to the terms of this Agreement during such
month; (ii) as of the last day of each calendar month for any amounts payable by MSG Networks in accordance with Section 4.2(a) (and enclosing invoices from the relevant Third Parties); and (iii) as of the last day of each calendar
month for any taxes (excluding income taxes) accrued with respect to the provision of Spinco Services to MSG Networks during such month. Spinco shall deliver or cause to be delivered to MSG Networks each such invoice within thirty (30) days
following the last day of the calendar month to which such invoice relates. MSG Networks shall pay each such invoice received by electronic funds transfer as follows: in the case of clauses (i) and (ii), within twenty (20) Business Days of
the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments; provided that Spinco delivers such invoice not less than three
(3) Business Days prior to the due date for such tax payments. 
 (b) MSG Networks will invoice Spinco in U.S. dollars: (i) as of
the last day of each calendar month for any fees payable by Spinco in accordance with Section 4.1(b) for MSG Networks Services listed on Schedule B provided pursuant to the terms of this Agreement during such month; (ii) as of the
last day of each calendar month for any amounts payable by Spinco in accordance with Section 4.2(b) (and enclosing invoices from such Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income
taxes) accrued with respect to the provision of MSG Networks Services to Spinco during such month. MSG Networks shall deliver or cause to be delivered to Spinco each such invoice within thirty (30) days following the last day of the calendar
month to which such invoice relates. Spinco shall pay each such invoice received by electronic funds transfer: in the case of clauses (i) and (ii), within twenty (20) Business Days of the date on which such invoice was received, and in the
case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments’ provided that MSG Networks delivers such invoice not less than three (3) Business Days prior to the due date for such
tax payments. 
 Section 4.4. Failure to Pay. Any undisputed amount not paid when due shall be subject to a late payment fee
computed daily at a rate equal to the Applicable Rate from the due date of such amount to the date such amount is paid. Each party agrees to pay the other party’s reasonable attorneys’ fees and other costs incurred in collection of any
amounts owed to such other party hereunder and 

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

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

INSURANCE MATTERS 

Section 5.1. Disclaimer. Spinco does hereby, for itself and each of its subsidiaries, agree that MSG Networks and its subsidiaries
and their respective directors, officers and employees shall not have any liability whatsoever as a result of the insurance policies and practices of MSG Networks and its affiliates as in effect at any time prior to the Distribution, including as a
result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the selection, identity or performance of any third party administrator, the terms and conditions of any policy, the adequacy or timeliness of any
notice to any insurance carrier with respect to any claim or potential claim or otherwise. 
 Section 5.2. Insurance Transition.
MSG Networks agrees to use its commercially reasonable efforts to cause the interest and rights of Spinco and each of its subsidiaries as of the date of the Distribution as insureds, additional named insureds or beneficiaries or in any other
capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Distribution or later if so permitted by the terms of the applicable insurance policy
and assuming that such policy is then in effect) of MSG Networks in respect of periods prior to the date of the Distribution to survive the Distribution for the period for which such interests and rights would have survived without regard to the
transactions contemplated hereby to the extent permitted by such policies. In accordance with this Agreement, MSG Networks shall transition the administration of such insurance policies and programs to Spinco and Spinco shall pay the costs and fees
of MSG Networks during such transition as provided in Article IV and Schedule B. Any proceeds received by MSG Networks or any of its subsidiaries or affiliates after the date of the Distribution under such policies and programs in respect
of Spinco shall be for the benefit of Spinco. 

  
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 Section 5.3. Claims Made Policies. MSG Networks agrees that if it obtains or
maintains any insurance coverage after the date of the Distribution for matters occurring prior to that time (e.g., a claims made directors and officers insurance policy) it will also obtain or maintain such coverage for Spinco and its subsidiaries,
subject to Spinco’s payment of the fees and costs in connection therewith as provided in this Agreement. 
 Section 5.4. Audits
and Adjustments. Spinco agrees that it will reimburse MSG Networks under this Agreement for any additional premiums or other amounts owing to any third party as a result of any audit or similar procedure by a third party, to the extent that such
additional premiums or amounts owing relate to Spinco or any of its subsidiaries during the period Spinco or such subsidiaries were covered by the relevant insurance policy. 

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

Section 5.6. No Limitation on Spinco Insurance. Nothing in this Agreement shall be deemed to restrict Spinco from acquiring at its
own expense any other insurance policy in respect of any liabilities or covering any period. 
 Section 5.7. Scope. The
provisions of this Article V shall not apply to insurance practices or policies relating to health and welfare plans or any other employee benefit arrangement. For the avoidance of doubt, the provisions of Article V apply to insurance practices and
policies relating to workers’ compensation and the foregoing sentence does not limit the application of Article V to such practices and policies. 

ARTICLE VI 

INDEMNIFICATION 

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

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

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

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

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

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

(c) If the Indemnifying Party acknowledges in writing responsibility under this Article VI for a Third Party Claim, then in no event will the
Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to
settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such
settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or
discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee
completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to
do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. 
 (d) Notwithstanding the foregoing, the
Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an
order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If
such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. 

  
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 (e) In the event and to the extent of payment by an Indemnifying Party to any Indemnitee in
connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such
Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any
subrogated right or claim. 
 (f) MSG Networks and Spinco shall cooperate as may reasonably be required in connection with the
investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, Spinco or MSG Networks, as the
case may be, shall use its commercially reasonable efforts to make available to the other party, upon written request, their former and then current directors, officers, employees and agents and those of their subsidiaries as witnesses and any
records or other documents within its control or which it otherwise has the ability to make available, to the extent that (i) any such Person, records or other documents may reasonably be required in connection with such defense, settlement or
compromise and (ii) making such Person, records or other documents so available would not constitute a waiver of the attorney-client privilege of Spinco or MSG Networks, as the case may be. At the request of an Indemnifying Party, an Indemnitee
shall enter into a reasonably acceptable joint defense agreement. 
 (g) The remedies provided in this Article VI shall be cumulative and
shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party. 

Section 6.4. Indemnification Payments. (a) Indemnification required by this Article VI shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or any Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article VI within
30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of
the Loss to, but not including the date of payment, at the Prime Rate. 
 (b) The amount of any claim by an Indemnitee under this Agreement
shall be (i) reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Losses that gave rise to such indemnity, and (ii) increased by an amount equal to any tax cost incurred by any
Indemnitee that results from receipt of payments under this Article VI. 

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

COOPERATION; CONFIDENTIALITY; TITLE 

Section 7.1. Good Faith Cooperation; Consents. Each party shall use commercially reasonable efforts to cooperate with the other
party in all matters relating to the provision and receipt of the Services. Such cooperation shall include, but not be limited to, exchanging information, providing electronic access to systems used in connection with the Services, performing
true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations hereunder. Spinco and MSG Networks shall maintain reasonable documentation related to the Services and
cooperate with each other in making such information available as needed. 
 Section 7.2. Confidentiality. Each party shall keep
confidential from Third Parties the Schedules to this Agreement and all non-public information received from the other party regarding the Services, including, without limitation, any information received with respect to products and services of
Spinco or MSG Networks, and to use such information only for the purposes set forth in this Agreement unless (i) otherwise agreed to in writing by the party from which such information was received or (ii) required by applicable law or any
securities exchange (in which case the parties shall cooperate in seeking to obtain a protective order or other arrangement pursuant to which the confidentiality of such information is preserved) . The covenants in this Article VII shall
survive any termination of this Agreement for a period of three (3) years from the date such termination becomes effective. 

Section 7.3. Internal Use; Title, Copies, Return. Except to the extent inconsistent with the express terms of the Distribution
Agreement and any Ancillary Agreement other than this Agreement, each party agrees that: 
 (a) title to all systems used in performing any
Service provided hereunder shall remain in the party providing such Service or its third party vendors; and 
 (b) to the extent the
provision of any Service involves intellectual property, including without limitation software programs or patented or copyrighted material, or material constituting trade secrets, the recipient of such Service shall not copy, modify, reverse
engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the party providing such Service; and upon
the termination of any Service, the recipient of such Service shall return to the party providing such Service, as soon as practicable, any equipment or other property of the party providing such Service relating to such Service which is owned or
leased by the party providing such Service and is or was in its possession or control. 

  
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 ARTICLE VIII 

TERM 
 Section 8.1.
Duration. (a) Except as provided in Sections 4.5, 6.5, 7.2, 8.2, 8.3, 8.4 and 8.5, the term of this Agreement shall commence on the date hereof and shall continue in full force and effect with respect to each Service until the earlier
of (i) the expiration of the term set forth opposite the description of such Service in Schedule A or B, as applicable, unless otherwise mutually agreed by the parties and (ii) the termination of such Service in accordance with
Section 4.4 or 8.1(b). 
 (b) Each party acknowledges that the purpose of this Agreement is for Spinco to provide the Spinco Services
to MSG Networks on an interim basis until MSG Networks can perform the Spinco Services for itself, and for MSG Networks to provide the MSG Networks Services to Spinco on an interim basis until Spinco can perform the MSG Networks Services for itself.
As MSG Networks becomes self-sufficient or engages other sources to provide any Spinco Service, MSG Networks shall be entitled to release Spinco from providing any or all of the Spinco Services hereunder by delivering a written notice thereof to
Spinco at least twenty (20) Business Days prior to the effective date of release of such Spinco Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), Spinco shall
discontinue the provision of the Spinco Services specified in such notice and any such Spinco Services shall be excluded from this Agreement, and Schedule A shall be deemed to be amended accordingly. Spinco shall also be entitled to release MSG
Networks from providing any or all of the MSG Networks Services hereunder by delivering a written notice thereof to MSG Networks at least twenty (20) Business Days prior to the effective date of release of such MSG Networks Service(s). At the
end of such twenty (20) Business Day period (or such shorter period as may be agreed by the parties), MSG Networks shall discontinue the provision of the MSG Networks Services specified in such notice and any such MSG Networks Services shall be
excluded from this Agreement, and Schedule B shall be deemed to be amended accordingly. 
 Section 8.2. Early Termination by
Spinco. Spinco may terminate this Agreement by giving written notice to MSG Networks under the following circumstances: 
 (a) if MSG
Networks shall default in the performance of any of its material obligations under this Agreement, and such default or breach shall continue and not be remedied for a period of thirty (30) days after Spinco has given written notice to MSG
Networks specifying such default and requiring it to be remedied; 
 (b) if a Bankruptcy Event has occurred with respect to MSG Networks; or

 (c) if a Change of Control of MSG Networks has occurred. 

Section 8.3. Early Termination by MSG Networks. MSG Networks may terminate this Agreement by giving written notice to Spinco under
the following circumstances: 
 (a) if Spinco shall default in the performance of any of its material obligations under this Agreement and
such default shall continue and not be remedied for a period of thirty (30) days after MSG Networks has given written notice to Spinco specifying such default and requiring it to be remedied; 

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

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

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

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

ARTICLE IX 
 RECORDS

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

DISPUTE RESOLUTION 

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

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

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

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

ARTICLE XI 
 NOTICES

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

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

Madison Square Garden Company) 

Two Penn Plaza 
 New York, New
York 10121 
 Attention: General Counsel 

To MSG Networks: 
 The Madison
Square Garden Company (or, after the applicable 
 name change, MSG Networks Inc.) 

11 Penn Plaza 
 New York, New York
10001 
 Attention: President 

  
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 with a copy to: 

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

Madison Square Garden Company) 

Two Penn Plaza 
 New York, New
York 10121 
 Attention: General Counsel 

ARTICLE XII 

MISCELLANEOUS 

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

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

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

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

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

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

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

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

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

Section 12.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed in the State of New York. 
 Section 12.11. Waiver of Jury Trial. The
parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. 

Section 12.12. Specific Performance. Subject to Article X, in the event of any actual or threatened default in, or breach of,
any of the terms, conditions and provisions of this Agreement, the parties agree that the party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this
Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach of this Agreement, including
monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such
remedy are hereby waived. 
 Section 12.13. Severability. In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

Section 12.14. Provisions Unaffected. Nothing contained in this Agreement shall affect the rights and obligations of Spinco and
MSG Networks pursuant to the Distribution Agreement. 
 Section 12.15. No Presumption. Neither Spinco nor MSG Networks shall be
deemed to be the drafter of this Agreement and no term or provision of this Agreement may be construed against any party on that basis. 

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

			
	 THE MADISON SQUARE GARDEN COMPANY

(To be renamed MSG Networks Inc.)

		
	By:	 	 /s/ James L. Dolan

		 	Name:  James L. Dolan
		 	Title:    Executive Chairman
	
	 MSG SPINCO, INC.
 (To be
renamed The Madison Square Garden Company)

		
	By:	 	 /s/ David O’Connor

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



  
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