EX-10.1



 Exhibit 10.1 

 
  

 
 STANDSTILL AGREEMENT 

BY AND AMONG 
 MSG SPINCO, INC.

 (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) 

AND 
 THE DOLAN FAMILY GROUP 

 
  

 







 STANDSTILL AGREEMENT 

Standstill Agreement (this “Agreement”), dated as of September 15, 2015, by and among MSG Spinco, Inc. (to be renamed The
Madison Square Garden Company), a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent
provided herein, their transferees, successors and assigns. 
 WITNESSETH: 

WHEREAS, as of the date of this Agreement, the Dolan Family Parties own all of the outstanding shares of Class B Common Stock of The Madison
Square Garden Company, par value $.01 per share (“MSG Class B Common Stock”), and also own shares of Class A Common Stock of The Madison Square Garden Company, par value $.01 per share (“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, together with the Class A Common Stock, the “Common Stock”); and 

WHEREAS, the Company and the Dolan Family Parties wish to provide for certain restrictions that will be applicable to the Dolan Family Parties
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. Standstill Agreement.  

During the 12-month period beginning on the date the Distribution is consummated (the “Distribution Date”), the Dolan Family
Parties shall obtain the prior approval of a majority of the Company’s Independent Directors prior to acquiring Common Stock of the Company through a tender offer that results in members of the Dolan Family Group beneficially owning more than
50% of the total number of outstanding shares of Common Stock of the Company. For purposes of this Standstill Agreement, the term “Independent Directors” means the directors of the Company who have been determined by the
Company’s Board of Directors to be independent directors for purposes of the New York Stock Exchange corporate governance standards. 

2. Transfers and Related Matters. 

(a) Transfers. Each Dolan Family Party agrees that if at any time or from time to time prior to the first anniversary of the
Distribution Date it desires to sell, transfer or otherwise dispose of, directly or indirectly (including any transfer of equity or beneficial interests in an entity that is a Dolan Family Party or any other entity to which shares of Class B Common
Stock may have been transferred, directly or indirectly) (a “Transfer”), any or all of its shares of Class B Common Stock to any Dolan Person (as defined below) who is not a Dolan Family Party, such Dolan Family Party shall, prior
to the consummation of such Transfer, cause the transferee to execute a joinder agreement in the form attached hereto as Exhibit A (a “Joinder”), pursuant to which such transferee shall agree to be bound by the provisions of this
Standstill Agreement as a Dolan Family Party. In addition, if prior to the first anniversary of the Distribution Date, any person becomes a member of the Dolan Family Group, the Dolan Family Parties shall cause such person to execute a Joinder.
“Dolan Person” means any individual who is a member of the “immediate family” (as defined in Rule 16a-1(e) under the Securities Exchange Act of 1934, as amended) of a Dolan Family Party; an entity that controls, is
controlled by, or is under common control with, a Dolan Family Party; or a trust or estate in which a Dolan Family Party has an interest (including as a trustee or beneficiary). 

(b) Legends. The Company may, at its election, require that any certificate representing shares of Class B Common Stock that are
covered by this Standstill Agreement and that are issued prior to the first anniversary of the Distribution Date shall have endorsed thereon a legend which shall read substantially as follows: 

“The shares represented by this certificate are held subject to the terms of a certain Standstill Agreement, dated September 15, 2015, by
and among The Madison Square Garden Company (formerly MSG Spinco, Inc.) and the Dolan Family Group, as amended from time to time, a copy of which is on file with the Secretary of The Madison Square Garden Company, and such shares may not be sold,
transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Standstill Agreement.” 







 Following the first anniversary of the Distribution Date, any stockholder may require the Company to remove the
foregoing legend from any of such stockholder’s share certificates promptly after the surrender of any such certificate for such purpose. 

3. Miscellaneous. 
 (a)
Specific Performance. The Company and each Dolan Family Party acknowledge that it will be impossible to measure in money the damage to a party hereto if another party fails to comply with any of the obligations imposed by this Standstill
Agreement, that every such obligation herein is material and that, in the event of any such failure, the non-breaching party will not have an adequate remedy at law or in damages. Accordingly, each party hereto consents to the issuance of an
injunction or the enforcement of other equitable remedies against it without bond or other security, to compel performance by such party of all the terms hereof, and waives any defenses of (i) failure of consideration, (ii) breach of any
other provision of this Agreement and (iii) availability of relief in damages. 
 (b) Amendments. This Standstill 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 and with the consent of a majority of the Independent Directors. 

(c) Successors and Assigns. This Standstill 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 Standstill Agreement may not be assigned by either the Company or a Dolan Family Party without the prior written consent of the other party
hereto. The Company shall assign its rights and obligations hereunder (and no consent thereto shall be required under this Section 3(c)) 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 Parties. 

(d) Termination. This Agreement shall terminate on the first anniversary of the date hereof, but a termination shall not affect any
rights accrued prior to such termination. 
 (e) Counterparts. This Standstill 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. 
 (f) Headings.
The headings in this Standstill Agreement are for reference purposes only and shall not constitute a part hereof. 
 (g)
Construction. This Standstill 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. 

(h) Notices. All notices hereunder shall be in writing and shall be deemed to have been given at the time when mailed by certified
mail, addressed to the address below stated of the party to which notice is given, or to such changed address as such party may have fixed by notice: 

To the Company: 
 MSG Spinco, Inc.
(to be renamed The Madison Square Garden Company) 
 Two Pennsylvania Plaza 

New York, NY 10121 
 Attn: General
Counsel 
 To a Dolan Family Party: 

c/o Brian G. Sweeney 
 Cablevision
Systems Corporation 
 1111 Stewart Avenue 

Bethpage, NY 11714 
 With copies
to (which shall not constitute notice): 
 Dolan Family Office LLC 

340 Crossways Park Drive 

Woodbury, New York 11797 

Attention: Renzo Mori 

  
 2 








 and 

Debevoise & Plimpton LLP 

919 Third Avenue 
 New York, New
York 10022 
 Attention: Richard D. Bohm 

provided, however, that any notice of change of address shall be effective only upon receipt. 

(i) Severability. If any provision of this Standstill Agreement or the application of any provision hereof to any person or
circumstance is held invalid, the remainder of this Standstill 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 Standstill Agreement. 
 (j) Entire Agreement. This Standstill 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. 

(k) 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. 

  
 3 








 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)

	
	 /s/ David O’ Connor

	By:	 	David O’ Connor
	Title:	 	President and Chief Executive Officer
	
	CHARLES F. DOLAN, individually, and as Trustee of the Charles F. Dolan 2009 Revocable Trust
	
	 /s/ Charles F. Dolan

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

	By:	 	Helen A. Dolan
	
	JAMES L. DOLAN, individually
	
	 /s/ James L. Dolan

	By:	 	James L. Dolan
	
	THOMAS C. DOLAN, individually
	
	 /s/ Thomas C. Dolan

	By:	 	Thomas C. Dolan


  

			
	PATRICK F. DOLAN, individually
	
	 /s/ Patrick F. Dolan

	By:	 	Patrick F. Dolan
	
	MARIANNE E. DOLAN WEBER, individually
	
	 /s/ Marianne Dolan Weber

	By:	 	Marianne Dolan Weber
	
	DEBORAH A. DOLAN-SWEENEY, individually
	
	 /s/ Deborah A. Dolan-Sweeney

	By:	 	Deborah A. Dolan-Sweeney
	
	KATHLEEN M. DOLAN, individually, and as a Trustee of the Charles F. Dolan Children Trusts FBO Kathleen M. Dolan, Deborah Dolan-Sweeney, Marianne Dolan Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan, the
Ryan Dolan 1989 Trust and the Tara Dolan 1989 Trust
	
	 /s/ Kathleen M. Dolan

	By:	 	Kathleen M. Dolan



  
 [Signature Page to MSG
Spinco Standstill Agreement] 








 
			
	CHARLES F. DOLAN CHILDREN TRUST
	FBO KATHLEEN M. DOLAN
	CHARLES F. DOLAN CHILDREN TRUST
	FBO JAMES L. DOLAN
	
	 /s/ Paul J. Dolan

	By:	 	Paul J. Dolan, Trustee
	
	CHARLES F. DOLAN CHILDREN TRUST
	FBO MARIANNE DOLAN WEBER
	CHARLES F. DOLAN CHILDREN TRUST
	FBO THOMAS C. DOLAN
	
	 /s/ Matthew J. Dolan

	By:	 	Matthew J. Dolan, Trustee
	
	CHARLES F. DOLAN CHILDREN TRUST
	FBO DEBORAH DOLAN-SWEENEY
	CHARLES F. DOLAN CHILDREN TRUST
	FBO PATRICK F. DOLAN
	
	 /s/ Mary S. Dolan

	By:	 	Mary S. Dolan, Trustee


  

			
	 CFD 2009 FAMILY TRUST FBO
 KATHLEEN
M. DOLAN
 CFD 2009 FAMILY TRUST FBO
 DEBORAH A.
DOLAN-SWEENEY
 CFD 2009 FAMILY TRUST FBO
 MARAIANNE E. DOLAN
WEBER
 CFD 2009 FAMILY TRUST FBO
 PATRICK F. DOLAN

CFD 2009 FAMILY TRUST FBO
 THOMAS C. DOLAN

	
	 /s/ Mary S. Dolan

	By:	 	Mary S. Dolan, Trustee
	
	 /s/ David M. Dolan

	By:	 	David M. Dolan, Trustee



  
 [Signature Page to MSG
Spinco Standstill Agreement] 








 SCHEDULE I 

DOLAN FAMILY PARTIES 
 Charles F. Dolan,
individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust 
 Helen A. Dolan, individually and as Trustee of the Helen A. Dolan 2009 Revocable
Trust 
 James L. Dolan 
 Thomas C. Dolan 

Patrick F. Dolan 
 Marianne Dolan Weber 

Deborah A. Dolan-Sweeney 
 Kathleen M. Dolan 

Charles F. Dolan Children Trust FBO Kathleen M. Dolan 
 Charles F.
Dolan Children Trust FBO Deborah A. Dolan-Sweeney 
 Charles F. Dolan Children Trust FBO Marianne Dolan Weber 

Charles F. Dolan Children Trust FBO Patrick F. Dolan 
 Charles F.
Dolan Children Trust FBO Thomas C. Dolan 
 Charles F. Dolan Children Trust FBO James L. Dolan 

Charles F. Dolan 2009 Family Trust FBO Kathleen M. Dolan 
 Charles
F. Dolan 2009 Family Trust FBO Deborah A. Dolan-Sweeney 
 Charles F. Dolan 2009 Family Trust FBO Marianne Dolan Weber 

Charles F. Dolan 2009 Family Trust FBO Patrick F. Dolan 
 Charles
F. Dolan 2009 Family Trust FBO Thomas C. Dolan 
 Charles F. Dolan 2009 Family Trust FBO James L. Dolan 

Tara Dolan 1989 Trust 
 Ryan Dolan 1989 Trust 







 EXHIBIT A 

FORM OF JOINDER 

STANDSTILL JOINDER AGREEMENT 

Reference is made to the Standstill Agreement, dated September 15, 2015, by and among The Madison Square Garden Company (formerly MSG Spinco,
Inc.) and the Dolan Family Group (as amended from time to time, the “Standstill Agreement”). 
 The undersigned hereby
agrees to be bound by the provisions of the Standstill Agreement as a Dolan Family Party (as defined in the Standstill Agreement). 
  

	
	  

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