EX-4.2



 Exhibit 4.2 

 
  

 
 REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 
 MSG SPINCO, INC.

 (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) 

AND 
 THE DOLAN FAMILY AFFILIATES

  
  

 







 REGISTRATION RIGHTS AGREEMENT 

Registration Rights Agreement (this “Agreement”) dated as of September 15, 2015 (but effective as provided in
Section 9(k)), by and among MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family
Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto. 

WITNESSETH: 
 WHEREAS, as
of the date of this Agreement, the Dolan Family Affiliates own shares of Class B Common Stock of The Madison Square Garden Company, par value $.01 per share (“MSG Class B Common Stock”), and shares of Class A Common Stock of
The Madison Square Garden Company, par value $.01 per share (“MSG Class A Common Stock”); 
 WHEREAS, the Dolan Family
Affiliates are party to a Registration Rights Agreement, dated as of January 13, 2010, by and among MSG and the Dolan Family Affiliates, and the Dolan Family Affiliates have certain registration rights under that agreement with respect to
shares of MSG Class A Common Stock; 
 WHEREAS, MSG intends to distribute (the “Distribution”) to the holders of MSG
Class A Common Stock all of the outstanding shares of the Company’s Class A Common Stock, $.01 par value (the “Class A Common Stock”), and to the holders of MSG Class B Common Stock all of the outstanding shares of
the Company’s Class B Common Stock, $.01 par value (the “Class B Common Stock”); and 
 WHEREAS, the Company and the
Dolan Family Affiliates wish to provide for benefits and restrictions applicable to the Shares owned by the Dolan Family Holders following the Distribution, all as provided herein. 

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

1. Demand Registration by the Dolan Family Parties of the Shares. 

(a) Demand Registration. One or more of the Dolan Family Parties may request in writing, with the Dolan Consent, that the Company file
a registration statement on an appropriate form for the general registration of securities under the Securities Act, and include therein such number of the Shares owned by such Dolan Family Party as such person may specify in its written request;
provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 1 if (x) the Shares requested to be so registered do not, in the case of a Dolan
Family Holder, together with any Shares timely requested to be registered by other Dolan Family Holders and Other Holders pursuant to the third-to-last sentence of this Section 1(a), have an aggregate Market Price exceeding the Rule 144
Threshold as of the Trading Day immediately preceding the expiration of the applicable Notice Period under such sentence or, in the case of a Qualifying Creditor, do not have an aggregate Market Price exceeding the Rule 144 Threshold as of the
Trading Day immediately preceding the date on which the request for registration is received by the Company, or (y) the Company delivers to each Dolan Family Party requesting registration under this Section 1 an opinion of counsel
to the Company (such opinion and such counsel to be reasonably acceptable to each such Dolan Family Party, it being agreed that the Company’s regular outside securities counsel shall be deemed to be reasonably acceptable counsel for this
purpose) to the effect that the Shares proposed to be registered by such person may be offered and sold by such person to the public in the United States together with the Shares requested to be registered by all other Dolan Family Parties and Other
Holders (I) without registration pursuant to an effective registration statement under the Securities Act and (II) within the volume limitations under Rule 144(e) promulgated under the Securities Act (or any successor rule or
regulation) whether or not such volume limitations are then applicable, (ii) subject to the next sentence, the Dolan Family Holders shall in the aggregate have the right on only four occasions to require the Company to file a
registration statement pursuant to this Section 1, and (iii) subject to the next sentence, a Qualifying Creditor may require registration only following the exercise of its remedies under a security agreement with a Dolan Family
Holder and for the purpose of Transferring Shares pursuant thereto and each Qualifying Creditor may only require one registration hereunder. The total number of demand registrations under clauses (ii) and (iii) of the immediately preceding
sentence and under the corresponding provisions of the Dolan Children Trusts Registration Rights Agreement shall not exceed four. All requests made pursuant to this paragraph shall specify the aggregate number of Shares to be registered and the
intended methods of disposition thereof, which methods may include an underwritten public offering. Upon receipt of a written request for registration from a Dolan Family Holder pursuant to the preceding sentences, the Company shall promptly give
written notice of the proposed registration to each such other Dolan Family Holder and each Other Holder and provide each such other holder with the opportunity to join in such request by written notice to the Company specifying the aggregate number
of Shares to be registered by such holder within 20 days from the date of the Company’s written notice (such period is referred to as the “Notice Period”). 







 
Subject to Section 1(c) of this Agreement, the Company will use its reasonable best efforts to ensure that each registration statement required to be filed pursuant to this Section 1
shall be filed with the Securities and Exchange Commission (the “Commission”) as promptly as reasonably practicable, but no later than 45 days after receipt of such request by the Company, and the Company shall use its reasonable
best efforts to cause such registration statement to be declared effective by the Commission as promptly thereafter as practicable; provided, however, that the Company shall not be required to maintain such effectiveness for more than
90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension of Effectiveness in Section 1(c), the Dolan Family Parties that made the registration request under this Section 1(a) shall have the right to
withdraw any such request, and such withdrawn request shall not count as a demand registration under clause (ii) or (iii) of this Section 1(a) or the corresponding provisions under the Dolan Children Trusts Registration Rights
Agreement, if (1) the registration statement required to be filed pursuant to this Section 1 is not filed with the Commission by the date that is 45 days after such request is received by the Company and has not at the time of such
withdrawal been filed with the Commission, or is not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective, and
(2) in either case, such Dolan Family Parties notify the Company of the withdrawal of such request no later than 10 days after such 45th or 90th day, as the case may be. 
 (b) Concurrent Primary Offering. Anything in this
Section 1 to the contrary notwithstanding, if the Company at the time of receipt of a request for registration pursuant to this Section 1 has a bona fide intent and plan to file a registration statement (other than on Form S-4 or S-8 or
any successor forms) covering a primary offering by the Company of its Common Equity Securities, the Company, by notice to the applicable Dolan Family Parties, may delay the filing (but not the preparation) of the requested registration statement
for a period ending on the earlier of (i) 60 days after the closing of such offering or (ii) 120 days after receipt of the request for registration; and, provided, further, if the Company either abandons its
plan to file such registration statement or does not file the same within 75 days after receipt of such request, the Company shall promptly thereafter file the requested registration statement. The Company may not, pursuant to the immediately
preceding sentence, delay the filing of a requested registration statement more than once during any two-year period. 
 (c) Suspension
of Offering. Upon notice by the Company to any Dolan Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has
occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially
adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a
“Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the
preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Dolan
Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Dolan Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or
until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the
delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Dolan Family Party named therein shall immediately
discontinue offers and sales of Shares under such registration statement until such Dolan Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment
has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the
registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by
the Company, each Dolan Family Party will deliver to the Company all copies (other than permanent file copies then in such Dolan Family Party’s possession) of any prospectus covering Shares in the possession of such Dolan Family Party or its
agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Dolan Family Holders (by number of Shares held), which consent shall
not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this
Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Dolan Family Parties have sold less than 75% of
the Shares to be sold in such offering, the Dolan Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company
has provided the Dolan Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the
limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Dolan Trusts Registration Rights Agreement. 

  
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 (d) Market Price; Trading Day. For purposes of this Section 1: 

(i) “Market Price” of a share of Class A Common Stock shall mean the weighted average of the closing
prices for the Class A Common Stock on each Trading Day (as defined below) in the 30-day period ending on the day prior to the date of determination as reported in the consolidated transaction reporting system of the New York Stock Exchange or
on the comparable reporting system of such other exchange or trading system that is at the time the principal market for the Class A Common Stock. 

(ii) “Trading Day” shall mean any day on which trading takes place on the New York Stock Exchange or such
other exchange or trading system that is at the time the principal market for the Class A Common Stock. 
 2. Coordination of
PiggyBack Registration Rights. 
 Each of the Dolan Family Parties hereby acknowledges and consents to the grant by the Company to the
Children Trust Holders (as defined in the Dolan Children Trusts Registration Rights Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Dolan Children Trusts Registration Rights Agreement, of the
right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Dolan Family Parties further acknowledges and agrees that if any offering
hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Dolan Family Parties, and the Other Holders, as the case
may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each
Dolan Family Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering
to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered
pursuant to the Dolan Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto. 

3. Piggyback Registration of the Shares. 

If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other
Holder of its holdings of Class A Common Stock pursuant to the Dolan Children Trusts Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any
Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the
Company shall give written notice of such proposed filing to each of the Dolan Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and
offer such Dolan Family Holders the opportunity to include in such registration statement such number of the Shares as such Dolan Family Holder may request not later than three days prior to the anticipated filing date. The Company shall use its
reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Dolan Family Holders to be included in the registration for such offering and to include such Shares in such offering on the
same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Dolan Family Holders prior to the
effective date of the offering, any Dolan Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter
or underwriters providing for the inclusion of such number of the Shares owned by such Dolan Family Holder in such offering on such terms and conditions or, if such Dolan Family Holder shall refuse to enter into any such agreement, the Company shall
have the right to exclude from such registration all (but not less than all) of the Shares of such Dolan Family Holder. Notwithstanding the foregoing, (x) in no event will any Dolan Family Holder be required in such underwriting
agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling
securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Dolan Family Holder, the ownership of
such Dolan Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Dolan Family Holder in connection with such registration and such Dolan Family Holder’s intended
method or methods of distribution and any other representation required by law; provided that no Dolan Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 7(b) other
than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Dolan Family Holder
shall be required to furnish any indemnity broader than the indemnity furnished by such Dolan Family Holder in Section 7(b) to any person covered by the indemnity in Section 7(b), and (y) if the managing underwriter


  
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or underwriters of such offering informs the Dolan Family Holders in writing that the number of Shares which the Dolan Family Holders and the number of Shares which the Other Holders intend to
include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Dolan Family Holders and the Other Holders shall first be reduced pro rata to the
extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. In giving effect to the foregoing reduction, the respective number of the
Shares to be offered for the account of Dolan Family Holders shall be reduced pro rata. 
 4. Holdback Agreements. 

(a) Restrictions on Public Sale by Dolan Family Parties. To the extent not inconsistent with applicable law, each Dolan Family Party
agrees not to offer publicly or effect any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144 under the Securities Act (or any successor rule or regulation), during the seven days prior to, and during the
90-day period beginning on, the effective date of any registration statement filed by the Company pursuant to which any such shares or securities are being registered (except as part of such registration), if and to the extent requested by the
Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering. 

(b) Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and
during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Dolan Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity
Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all
of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues
or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in
(i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted). 

5. Registration Procedures. 

In connection with any registration of the Shares owned by a Dolan Family Party contemplated hereby, the Company will as expeditiously as
possible: 
 (a) Furnish to such Dolan Family Party, prior to filing a registration statement, copies of such registration statement as
proposed to be filed, and thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents in such quantities as such Dolan Family Party may reasonably request from time to time in order to facilitate the disposition of the Shares. 

(b) Use its reasonable best efforts to register or qualify the Shares being registered as contemplated hereby (the “Registered
Class A”) under such other securities or blue sky laws of such jurisdictions as such Dolan Family Party reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Dolan
Family Party to consummate the disposition in such jurisdictions of the Registered Class A; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (b), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. 

(c) Use its reasonable best efforts to cause the Registered Class A to be registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and operations of the Company to enable such Dolan Family Party to consummate the disposition of such Registered Class A. 

(d) Notify such Dolan Family Party at any time, (i) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a registration statement or related prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or
the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Class A for
sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (iv) when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, except as
otherwise provided in Section 1(c) hereof, the Company will, as expeditiously as practicable, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registered Class A, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 

  
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 (e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at the earliest date reasonably practical. 

(f) Cause all such Registered Class A to be listed on the New York Stock Exchange or on any other securities exchange on which the
Class A Common Stock is then listed, provided that the applicable listing requirements are satisfied. 
 (g) Enter into
customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably requested by the relevant Dolan Family Party in order to expedite or facilitate the disposition of the Registered
Class A. 
 (h) Make available for inspection by such Dolan Family Party, any underwriter participating in any disposition pursuant to
such registration statement, and any attorney, accountant or other agent retained by such Dolan Family Party or such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and
properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all
information reasonably requested by any such Inspector in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction. Any Dolan Family Party shall use reasonable best efforts, prior to any disclosure by any such Inspector under clause (i) of the preceding sentence, to inform the Company that such
disclosure is necessary to avoid or correct a misstatement or omission in the registration statement. Each Dolan Family Party further agrees that it will, upon learning that disclosure of Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at the expense of the Company, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 

(i) In the event such sale is pursuant to an underwritten offering, use its reasonable best efforts to (i) obtain a comfort letter
from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by such letters as any Dolan Family Party reasonably requests and (ii) ensure that (A) the
representations, warranties and covenants contained in the applicable underwriting agreement shall expressly be for the benefit of any Dolan Family Party participating in such sale, (B) the conditions to closing in said underwriting
agreement shall be reasonably satisfactory to such Dolan Family Party and (C) to the extent customary, all comfort letters and opinions of counsel contemplated by said underwriting agreements are delivered to such Dolan Family Party on
the closing date of the offering. 
 (j) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of
the Commission and have the registration statement declared effective as soon as practicable after filing. 
 The Company may require any
Dolan Family Party to furnish to the Company such information regarding such Dolan Family Party as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations
thereunder. 
 Each Dolan Family Party agrees that, upon receipt of any notice from the Company of the happening of any event of the kind
described in Section 5(d) hereof, such Dolan Family Party will forthwith discontinue disposition of the Registered Class A pursuant to the registration statement covering such Registered Class A until such Dolan Family Party receives
the copies of the supplemented or amended prospectus contemplated by Section 5(d) hereof, and, if so directed by the Company, such Dolan Family Party will deliver to the Company (at the expense of the Company) all copies, other than permanent
file copies then in such Dolan Family Party’s possession, of the prospectus covering such Registered Class A current at the time of receipt of such notice. If interrupted by receipt of any such notice pursuant to Section 5(d), any
90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) shall be extended by the number of days during which the interruption was in effect. 

  
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 6. Registration Expenses. 

Other than in the case of (a) a registration at the request of a Qualifying Creditor or (b) a demand registration
under Section 1(a)(ii) after the second such registration (each registration referred to in clause (a) or (b), a “Designated Registration”), all expenses incident to the performance of or compliance with this Agreement by
the Company, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the
Registered Class A), printing expenses, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses incurred
in connection with the listing of the Registered Class A on the New York Stock Exchange or any other securities exchange on which such Class A Common Stock is then listed, fees and disbursements of counsel for the Company and its
independent certified public accountants (including the expenses of any special audit or comfort letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the fees and
expenses of any special experts retained by the Company in connection with such registration, the fees and expenses of other persons retained by the Company, including transfer agents, trustees, depositories and registrars (all such expenses being
herein called “Registration Expenses”), will be borne by the Company. In the case of a Designated Registration, all Registration Expenses other than internal expenses of the Company and securities acts liability insurance obtained
by the Company at its election, shall be borne by the Qualifying Creditor or the Dolan Family Holders participating in the offering, as the case may be. The Company will not have any responsibility for any of the expenses of any Dolan Family Party
incurred in connection with any registration statement hereunder, including, without limitation, underwriting discounts or commissions attributable to the sale of Registered Class A and fees and expenses of counsel for such Dolan Family Party.

 7. Indemnification; Contribution. 

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law,
(i) each Dolan Family Party, (ii) the directors, officers, partners, employees, agents, beneficiaries, trustees, members and affiliates of each Dolan Family Party, and the directors, officers, partners, employees and agents
of each such affiliate, and (iii) each person who controls any of the foregoing (within the meaning of the Securities Act and the Exchange Act), and any investment adviser thereof, against any and all losses, claims, damages,
liabilities, expenses (or actions or proceedings in respect thereof) or costs (including, without limitation, costs of investigation and reasonable attorneys’ fees and disbursements incurred by any such indemnified person in connection with
enforcing its rights hereunder preparing, pursuing or defending any such loss, claim, damage, liability, expense, action or proceeding), including any of the foregoing incurred in settlement of any litigation commenced or threatened (collectively,
“Losses”), joint or several, based upon or arising out of (x) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus, preliminary prospectus, summary prospectus or
amendment or supplement thereto, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, or (z) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with such registration, and the Company will
reimburse each such indemnified party for any such Loss, except in each case insofar as any such Loss arises out of or is based upon an untrue statement or omission made in any such registration statement, prospectus, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, or a violation of law or regulation in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof,
it being understood that the information to be furnished to the Company for use in the preparation of any such document shall be limited only to the information specifically referenced in the penultimate sentence of Section 7(b). Such indemnity
shall remain in full force and effect regardless of any investigation made by such indemnified person and shall survive the Transfer of any Shares by any such indemnified person. The indemnity in this Section 7(a) shall not apply to Losses
incurred by a person other than in his or her capacity as a selling security holder. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each person who controls such
underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of each Dolan Family Party. 

(b) Indemnification by Dolan Family Parties. In connection with any registration statement contemplated hereby, each Dolan Family Party
participating in any offer or sale pursuant to such registration statement will furnish to the Company in writing such information with respect to such Dolan Family Party as the Company reasonably requests for use in connection with any such
registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto and agrees to indemnify and hold harmless, severally, and not jointly, to the fullest extent permitted by law, the Company, its
directors, officers, employees, agents and affiliates and the directors, officers, partners, employees and agents of each such affiliate and each person who controls the Company (within the meaning of the Securities Act or the Exchange Act) against
any Losses insofar as such Losses arise out of or are based upon (i) an untrue or alleged untrue statement of a material fact contained in any such registration statement, prospectus, preliminary prospectus, summary prospectus or
amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, to the extent that such untrue statement 

  
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or omission is contained in or omitted from any information with respect to such Dolan Family Party so furnished in writing by such Dolan Family Party expressly for use in the preparation of such
registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto, as the case may be, or (ii) any violation by such Dolan Family Party of any federal, state or common law rule or
regulation applicable to such Dolan Family Party in connection with such registration. It is understood that the information to be furnished by a Dolan Family Party to the Company for use in the preparation of any such document shall be limited only
to information regarding such Dolan Family Party, the ownership of such Dolan Family Party’s Common Equity Securities, such Dolan Family Party’s intended method or methods of distribution and any other information required by law. The
liability of a Dolan Family Party under this Section 7(b) shall not exceed the amount of net proceeds received by such Dolan Family Party (net of underwriting discounts borne by such Dolan Family Party) from the sale of the Shares in the
offering that is the subject of an indemnity claim under this Section 7(b). 
 (c) Conduct of Indemnification Proceedings. Any
person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which such person will claim indemnification or contribution pursuant to this Agreement, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnified party of its
obligations under this Section 7, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may exist between
such indemnified party and the indemnifying party with respect to such claim, the indemnified party shall permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party. If the
indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional
counsel or counsels. No indemnifying party will be subject to any liability for any settlement made without its consent. No indemnifying party, in the defense of any such claim or litigation shall, except with the consent of the applicable
indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation. 
 (d) Indemnification Payments. Any indemnification
required to be made by an indemnifying party pursuant to this Section 7 shall be made by periodic payments to the indemnified party during the course of the action or proceeding, as and when bills are received by such indemnifying party with
respect to indemnifiable Losses incurred by such indemnified party. 
 (e) Contribution. If the indemnification provided for in this
Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is insufficient to hold harmless an indemnified party from all Losses covered thereby, then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified
parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified parties, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed
to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro
rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 

Notwithstanding anything else contained herein, (i) no party shall be liable for contribution under this Section 7(e) except
to the extent and under such circumstances as such party would have been liable to indemnify under this Section 7 if such indemnification were enforceable under applicable law and (ii) no Dolan Family Party (or related indemnified
party) shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Dolan Family Party (net of underwriting discounts borne by such Dolan Family Party) from the sale of Shares in the offering that is
the subject of the claim for contribution exceeds the amount of any damages which such Dolan Family Party (or related indemnified party) would have been required to pay by reason of the indemnity under this Section 7 if such indemnification was
enforceable under applicable law. 
  

  
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 If indemnification is available under this Section 7, the indemnifying parties shall
indemnify each indemnified party to the full extent provided in Sections 7(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this
Section 7(e). 
 8. Participation in Underwritten Registrations. A Dolan Family Party may not participate in any underwritten
registration hereunder or under the Dolan Children Trusts Registration Rights Agreement or otherwise unless such Dolan Family Party (a) agrees to sell the Shares on the basis provided in any underwriting arrangements with customary terms
and conditions for a secondary offering approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangements, provided that none of the foregoing shall in any way limit the obligations of the Company under Section 7. 

9. Miscellaneous. 
 (a)
No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Dolan Family Parties in this Agreement. 

(b) Amendments. This Agreement may not be amended, modified or altered except by a writing duly signed by the party against which such
amendment or modification is sought to be enforced. 
 (c) Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Company, the Dolan Family Parties and the respective successors and permitted assigns of the Company and the Dolan Family Parties. This Agreement may not be assigned by either the Company or a Dolan Family Party without the prior
written consent of the other party hereto; provided that the Company agrees that all transferees of all or substantially all of the Shares held by Dolan shall be accorded all of the registration rights of Dolan hereunder. The Company shall assign
its rights and obligations hereunder to any entity that succeeds to all or substantially all of its assets, by merger or otherwise, including to any holding company that may be formed to be the parent of the Company, if such entity becomes the
issuer of the securities then owned by the Dolan Family Holders. 
 (d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 
 (e)
Headings. The headings in this Agreement are for reference purposes only and shall not constitute a part hereof. 
 (f)
Construction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving any effect to principles of conflicts of laws. 

(g) Notices. Any notice required or desired to be delivered hereunder shall be (i) in writing, (ii) delivered
by personal delivery, sent by commercial delivery service or certified mail, return receipt requested, or by facsimile or electronic mail, (iii) deemed to have been given on the date of personal delivery, the date set forth in the
records of the delivery service or return receipt, or in the case of facsimile or electronic mail, upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof), with copies as designated on Schedule 1 hereto. 
 (h)
Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances
shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 

(i) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 
 (j)
Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’
fees in addition to any other available remedy. 
 (k) Effectiveness. This Agreement shall become effective on the date on which the
Distribution is consummated, without any further action of any of the parties hereto. 

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

			
	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


 
	
	
	CHARLES F. DOLAN
	
	 /s/ Charles F. Dolan

	Individually, and as Trustee of the
	Charles F. Dolan 2009 Revocable Trust
	
	HELEN A. DOLAN
	
	 /s/ Helen A. Dolan

	Individually, and as Trustee of the Helen A. Dolan 2009 Revocable Trust
	
	MARY S. DOLAN
	
	 /s/ Mary S. Dolan

	As Trustee of the Charles F. Dolan 2009 Family Trusts
	
	DAVID M. DOLAN
	
	 /s/ David M. Dolan

	As Trustee of the Charles F. Dolan 2009 Family Trusts


  

	
	KATHLEEN M. DOLAN
	
	 /s/ Kathleen M. Dolan

	As Trustee of the Tara Dolan 1989 Trust and the Ryan Dolan 1989 Trust
	
	JAMES L. DOLAN
	
	 /s/ James L. Dolan

	James L. Dolan, individually


 [Signature Page to Family Affiliates Registration Rights Agreement (MSG Spinco)] 







 ANNEX A 

DOLAN FAMILY AFFILIATES 
  

					
		 	Charles F. Dolan	 	
		 	Helen A. Dolan	 	
		 	Charles F. Dolan 2009 Revocable Trust	 	
		 	Helen A. Dolan 2009 Revocable Trust	 	
		 	Charles F. Dolan 2009 Family Trusts	 	
		 	Tara Dolan 1989 Trust	 	
		 	Ryan Dolan 1989 Trust	 	
		 	James L. Dolan	 	


  
 A-1 








 Annex B 

Definitions 

“Acceptable Marital Trust” means a marital trust the income of which is for the benefit of any spouse of any descendant of
Dolan and the principal of which (including all shares of Class B Common Stock held by such trust) is for the sole benefit of any descendant of Dolan. 

“Class A Common Stock” has the meaning ascribed thereto in the Recitals. 

“Class B Common Stock” has the meaning ascribed thereto in the Recitals. 

“Collateral Stock” means shares of Class B Common Stock that are the subject of a bona fide pledge or similar perfected
security interest. 
 “Commission” has the meaning ascribed thereto in Section 1(a) hereof. 

“Common Equity Securities” means shares of any class of common stock, or any securities convertible into or exchangeable or
exercisable for shares of any class of common stock of the Company. 
 “Company” has the meaning ascribed thereto in the
Recitals. 
 “Creditor” means any financial institution approved by the Company, such approval not to be unreasonably
withheld. 
 “Designated Registration” shall have the meaning ascribed thereto in Section 6 hereof. 

“Distribution” has the meaning ascribed thereto in the Recitals. 

“Dolan” means Charles F. Dolan; such term does not include Mr. Dolan’s legal representatives or his estate. 

“Dolan Children Trusts Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof,
between the Company and the Charles F. Dolan Children Trusts, as the same may be amended, modified or amended and restated from time to time. 

“Dolan Consent” means the prior written consent of Charles F. Dolan and at least two other members of the Dolan Family
Committee, prior to the Transition Time, and, thereafter, the affirmative vote of two-thirds of the votes of the members of the Dolan Family Committee. 

“Dolan Family Affiliates” has the meaning ascribed thereto in the Preamble hereof. 

“Dolan Family Committee” means the Dolan Family Committee established pursuant to the MSG Spinco, Inc. (to be renamed The
Madison Square Garden Company) Stockholders Agreement, dated as of September 15, 2015, by and among each of the holders of the Class B Common Stock, as the same may be amended, modified or amended and restated from time to time. 

“Dolan Family Holders” means the Dolan Family Affiliates and any other Dolan Family Member who or that is a transferee of
shares of Class B Common Stock from a Dolan Family Affiliate or other Dolan Family Member. 
 “Dolan Family Member” means
Dolan, his spouse, any person related to Dolan by reason of being his ancestor or descendent (natural or adopted), any Acceptable Marital Trust, any entity (whether a corporation, partnership, limited liability company, trust or other entity of any
kind) all of the equity or beneficial interests in which are owned or held by any of the foregoing persons, or any person (whether or not such person is one of the foregoing persons) who is a trustee for, or is acting on behalf of, any of such
foregoing persons. 
 “Dolan Family Parties” means all Dolan Family Holders and any Qualifying Creditor. 

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

“Inspectors” has the meaning ascribed thereto in Section 5(g) hereof. 

  
 B-1 








 “Losses” has the meaning ascribed thereto in Section 7(a) hereof. 

“Market Price” has the meaning ascribed thereto in Section 1(d) hereof. 

“Materiality Notice” has the meaning ascribed thereto in Section 1(c) hereof. 

“MSG” means The Madison Square Garden Company, a Delaware corporation. 

“MSG Class A Common Stock” has the meaning ascribed thereto in the Recitals. 

“MSG Class B Common Stock” has the meaning ascribed thereto in the Recitals. 

“Other Holders” has the meaning ascribed thereto in Section 2 hereof. 

“Permanent Incapacity” means, with respect to an individual, any individual whose ability to receive and evaluate information
effectively or to communicate decisions, or both, is impaired to such an extent that the individual permanently lacks the capacity to manage his or her financial resources, as determined by certification of one licensed physician. 

“Public Offering” has the meaning ascribed thereto in the Recitals. 

“Qualifying Creditor” means a Creditor who has, at the written request of a Dolan Family Holder, signed an instrument in form
reasonably acceptable to the Company agreeing to be bound by the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns Collateral Stock shall be deemed to be the same person as the Qualifying Creditor for purposes of
Section 1. 
 “Records” has the meaning ascribed thereto in Section 5(g) hereof. 

“Registered Class A” has the meaning ascribed thereto in Section 5(b). 

“Registration Expenses” has the meaning ascribed thereto in Section 6 hereof. 

“Rule 144 Threshold” means the product of (a) the maximum number of shares of Class A Common Stock of the
Company that could be sold under Rule 144(e)(1) under the Securities Act (or any successor rule or regulation) and (b) the applicable Market Price provided for in this Agreement. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Shares” means (i) shares of Class A Common Stock and Class B Common Stock acquired by any Dolan Family
Holder in the Distribution, (ii) any shares of Class A Common Stock or Class B Common Stock acquired by any Dolan Family Holder as a result of any stock split, stock dividend or other recapitalization with respect to any shares
of Class A Common Stock and Class B Common Stock acquired by any Dolan Family Holder in the Distribution or acquired as provided in this clause (ii) and (iii) shares of Class A Common Stock acquired upon conversion of
Class B Common Stock acquired in the Distribution or acquired as provided in clause (ii). 
 “Suspension of
Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof. 
 “Suspension of Filing” has the
meaning ascribed thereto in Section 1(c) hereof. 
 “Suspension of Offering” has the meaning ascribed thereto in
Section 1(c) hereof. 
 “Trading Day” has the meaning ascribed thereto in Section 1(d) hereof. 

“Transfer” means a sale, transfer or other disposition. 

“Transition Time” means the death or Permanent Incapacity of Charles F. Dolan. 

  
 B-2 








 Schedule 1 

Notices 
 To the Company: 

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

Two Pennsylvania Plaza 

New York, NY 10121 

Attn: General Counsel 

Facsimile: 

E-mail: 
 To the Dolan Family
Affiliates: 
 c/o Brian G. Sweeney 

Cablevision Systems Corporation 

1111 Stewart Avenue 

Bethpage, NY 11714 

Facsimile: (516) 803-1186 

E-mail: bgsweeney@cablevision.com 

With copies to (which shall not constitute notice): 

Dolan Family Office LLC 

340 Crossways Park Drive 

Woodbury, New York 11797 

Attn: Renzo Mori 

Facsimile: (516) 364-4592 

E-mail: rmori@dfollc.com 

and 

Debevoise & Plimpton LLP 

919 Third Avenue 

New York, New York 10022 

Attn: Richard D. Bohm 

Facsimile: (212) 909-6836 

E-mail: rdbohm@debevoise.com 

  
 S-1