REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of January ___, 2010, by and among Madison Square Garden, Inc., a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), 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 A hereto.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of January ___, 2010, by and among Madison Square Garden, Inc., 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.
OPTION AGREEMENTOption Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Pursuant to the applicable Cablevision Systems Corporation 2006 Employee Stock Plan, on (the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on (the “Distribution Date”), and pursuant to the Company’s 2010 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase shares of Madison Square Garden, Inc. Class A common stock (the “Class A Common Stock”) at a price of $ per share.
FORM OF DISTRIBUTION AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION, AND MADISON SQUARE GARDEN, INC. dated as of • ___, 2010Distribution Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
This Distribution Agreement (this “Agreement”), is dated as of • ___, 2010, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and Madison Square Garden, Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“MSG” and, together with Cablevision, the “Parties”).
ContractContribution Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January , 2010, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), REGIONAL PROGRAMMING PARTNERS, a New York general partnership and an indirect wholly-owned subsidiary of Cablevision (“RPP”), and MADISON SQUARE GARDEN, INC., a Delaware corporation (“MSG”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between CABLEVISION SYSTEMS CORPORATION and MADISON SQUARE GARDEN, INC. Dated as of , 2010Employee Matters Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of , 2010, is by and between Cablevision Systems Corporation, a Delaware corporation (“CVC”), and Madison Square Garden, Inc., a Delaware corporation and an indirect subsidiary of CVC (“MSG,” and, together with CVC, each, a “Party” and collectively, the “Parties”).
STANDSTILL AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY GROUPStandstill Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Standstill Agreement (this “Agreement”), dated as of January ___, 2010, by and among Madison Square Garden, Inc., 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.
FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION AND MADISON SQUARE GARDEN, INC. DATED AS OF •, 2010Transition Services Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Transition Services Agreement, dated as of •, 2010 (this “Agreement”), between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and Madison Square Garden, Inc., a Delaware corporation (“MSG”).
MADISON SQUARE GARDEN, L.P. TWO PENN PLAZA NEW YORK, NEW YORK 10121Madison Square Garden, Inc. • January 11th, 2010 • Cable & other pay television services • New York
This will confirm the agreement (the “Agreement”) by and between CSC Holdings, Inc. (“Affiliate”) and Madison Square Garden, L.P. (“Network”) for the carriage of the Services (as defined below) by certain cable television systems at least majority owned, controlled and managed by Affiliate and/or any entity controlling, controlled by or under common control with Affiliate.
OPTION AGREEMENTOption Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Pursuant to the Cablevision Systems Corporation 2006 Employee Stock Plan, on March 5, 2009 (the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on (the “Distribution Date”), and pursuant to the Company’s 2010 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase shares of Madison Square Garden, Inc. Class A common stock (the “Class A Common Stock”) at a price of $ per share.
NON-EMPLOYEE DIRECTOR AWARD AGREEMENTNon-Employee Director Award Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services
Pursuant to the applicable Cablevision Systems Corporation Stock Plan for Non-Employee Directors, on [•] (the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”). In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on [•] (the “Distribution Date”), and pursuant to the Company’s 2010 Stock Plan for Non-Employee Directors (the “Plan”), you are receiving the award described in this agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase [•] shares of Madison Square Garden, Inc. Class A common stock (“Shares”) at a price of $ per share. The Options are granted subject to the terms and conditions set forth below and in the Plan:
RIGHTS AGREEMENTRights Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Pursuant to the applicable Cablevision Systems Corporation Employee Stock Plan, on ___(the “Grant Date”), you were granted options to purchase shares of Cablevision Systems Corporation (“Cablevision”), and rights with respect to the same number of shares subject to the options. In conjunction with the spin-off of Madison Square Garden, Inc. (the “Company”) from Cablevision on ___(the “Distribution Date”), and pursuant to the Company’s 2010 Employee Stock Plan (the “Plan”), you are receiving the award described in this Agreement (the “Agreement”) of Rights (the “Rights”) with respect to ___ shares of Madison Square Garden, Inc. Class A common stock (the “Class A Common Stock”) at a price of $___per share.
TRANSFER CONSENT AGREEMENTTransfer Consent Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
THIS TRANSFER CONSENT AGREEMENT is made this ___day of ___, 2010 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association not-for-profit (the “NHL”); (ii) MADISON SQUARE GARDEN, L.P., a Delaware limited partnership (“MSG”), MSG EDEN CORPORATION, a Delaware corporation (“Eden”), RAINBOW GARDEN CORP., a Delaware corporation (“Rainbow Garden”), REGIONAL MSG HOLDINGS LLC, a Delaware limited liability company (“RMSG”), MADISON SQUARE GARDEN, INC., a Delaware corporation (“MSG Inc.”) (the entities listed in this clause (ii) are referred to collectively as the "Club Parties”); and (iii) CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company (“CSC”), RAINBOW MEDIA HOLDINGS LLC, a Delaware limited liability company (“RMH”), RRH I, LLC, a Delaware limited liability company (“RRHI”), RRH II, LLC, a Delaware limited liability company (“RRHII”), Rainbow Regional Holdings LLC, a
TRANSFER CONSENT AGREEMENTTransfer Consent Agreement • January 11th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York
Transfer Consent Agreement dated , 2010 among Madison Square Garden, L.P., a Delaware limited partnership (“MSG”), MSG Eden Corporation, a Delaware corporation, Rainbow Garden Corp., a Delaware corporation, Regional MSG Holdings LLC, a Delaware limited liability company, Madison Square Garden, Inc., a Delaware corporation (“MSG Inc.”), Charles F. Dolan (“CD”), Helen A. Dolan (“HD”), James L. Dolan (“JD”), each of the other children of CD and HD as listed on Schedule 1 (together, excluding JD, the “Siblings”), each of the trusts listed on Schedule 1 (collectively, the “Trusts”), and the trustees of the Trusts as listed on Schedule 1 (collectively, the “Trustees”) (all of the foregoing individuals and entities are referred to collectively as the “Owners;” the Siblings, the Trusts and the Trustees are collectively referred to as the “Family Owners;” and MSG, MSG Inc., all of the direct and indirect subsidiaries of MSG Inc. named above, CD, HD and JD are referred to collectively as the “Pr
