STANDSTILL AGREEMENT BY AND AMONG MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) AND THE DOLAN FAMILY GROUP
BY AND AMONG
MSG SPINCO, INC.
(TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY)
AND
THE XXXXX FAMILY GROUP
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 Xxxxx Family Group listed on Schedule I to this Agreement (the “Xxxxx 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 Xxxxx 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 Xxxxx Family Parties wish to provide for certain restrictions that will be applicable to the Xxxxx 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:
During the 12-month period beginning on the date the Distribution is consummated (the “Distribution Date”), the Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Person (as defined below) who is not a Xxxxx Family Party, such Xxxxx 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 Xxxxx Family Party. In addition, if prior to the first anniversary of the Distribution Date, any person becomes a member of the Xxxxx Family Group, the Xxxxx Family Parties shall cause such person to execute a Joinder. “Xxxxx 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 Xxxxx Family Party; an entity that controls, is controlled by, or is under common control with, a Xxxxx Family Party; or a trust or estate in which a Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx Family Parties and the respective successors and permitted assigns of the Company and the Xxxxx Family Parties. This Standstill Agreement may not be assigned by either the Company or a Xxxxx 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 Xxxxx 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)
Xxx Xxxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
To a Xxxxx Family Party:
c/o Xxxxx X. Xxxxxxx
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
With copies to (which shall not constitute notice):
Xxxxx Family Office LLC
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
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and
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
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.
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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) | ||
| /s/ Xxxxx X’ Xxxxxx | ||
| By: | Xxxxx X’ Xxxxxx | |
| Title: | President and Chief Executive Officer | |
| XXXXXXX X. XXXXX, individually, and as Trustee of the Xxxxxxx X. Xxxxx 2009 Revocable Trust | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| By: | Xxxxxxx X. Xxxxx | |
| XXXXX X. XXXXX, individually, and as Trustee of the Xxxxx X. Xxxxx 2009 Revocable Trust | ||
| /s/ Xxxxx X. Xxxxx | ||
| By: | Xxxxx X. Xxxxx | |
| XXXXX X. XXXXX, individually | ||
| /s/ Xxxxx X. Xxxxx | ||
| By: | Xxxxx X. Xxxxx | |
| XXXXXX X. XXXXX, individually | ||
| /s/ Xxxxxx X. Xxxxx | ||
| By: | Xxxxxx X. Xxxxx | |
| XXXXXXX X. XXXXX, individually | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| By: | Xxxxxxx X. Xxxxx | |
| XXXXXXXX X. XXXXX XXXXX, individually | ||
| /s/ Xxxxxxxx Xxxxx Xxxxx | ||
| By: | Xxxxxxxx Xxxxx Xxxxx | |
| XXXXXXX X. XXXXX-XXXXXXX, individually | ||
| /s/ Xxxxxxx X. Xxxxx-Xxxxxxx | ||
| By: | Xxxxxxx X. Xxxxx-Xxxxxxx | |
| XXXXXXXX X. XXXXX, individually, and as a Trustee of the Xxxxxxx X. Xxxxx Children Trusts FBO Xxxxxxxx X. Xxxxx, Xxxxxxx Xxxxx-Xxxxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx, the Xxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||
| /s/ Xxxxxxxx X. Xxxxx | ||
| By: | Xxxxxxxx X. Xxxxx | |
[Signature Page to MSG Spinco Standstill Agreement]
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXXXXX X. XXXXX | ||
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXX X. XXXXX | ||
| /s/ Xxxx X. Xxxxx | ||
| By: | Xxxx X. Xxxxx, Trustee | |
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXXXXX XXXXX XXXXX | ||
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXXX X. XXXXX | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| By: | Xxxxxxx X. Xxxxx, Trustee | |
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXXXX XXXXX-XXXXXXX | ||
| XXXXXXX X. XXXXX CHILDREN TRUST | ||
| FBO XXXXXXX X. XXXXX | ||
| /s/ Xxxx X. Xxxxx | ||
| By: | Xxxx X. Xxxxx, Trustee | |
| CFD 2009 FAMILY TRUST FBO XXXXXXXX X. XXXXX CFD 2009 FAMILY TRUST FBO XXXXXXX X. XXXXX-XXXXXXX CFD 2009 FAMILY TRUST FBO MARAIANNE X. XXXXX XXXXX CFD 2009 FAMILY TRUST FBO XXXXXXX X. XXXXX CFD 2009 FAMILY TRUST FBO XXXXXX X. XXXXX | ||
| /s/ Xxxx X. Xxxxx | ||
| By: | Xxxx X. Xxxxx, Trustee | |
| /s/ Xxxxx X. Xxxxx | ||
| By: | Xxxxx X. Xxxxx, Trustee | |
[Signature Page to MSG Spinco Standstill Agreement]
SCHEDULE I
XXXXX FAMILY PARTIES
Xxxxxxx X. Xxxxx, individually and as Trustee of the Xxxxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx, individually and as Trustee of the Xxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxx X. Xxxxx
Xxxx Xxxxx 0000 Trust
Xxxx Xxxxx 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 Xxxxx 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 Xxxxx Family Party (as defined in the Standstill Agreement).
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