Exhibit 3
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REGISTRATION RIGHTS AGREEMENT
BETWEEN
CABLEVISION SYSTEMS CORPORATION
AND
CABLEVISION SYSTEMS COMPANY
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Exhibit 3
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement") dated as of
January 27, 1986 between Cablevision Systems Corporation, a Delaware corporation
(the "Company"), and Cablevision Systems Company, an Illinois general
partnership ("CSCo").
WITNESSETH:
WHEREAS, in connection with a reorganization, involving the
Company, Cablevision Company, a New York limited partnership, and Cablevision
Program Services Company, a New York limited partnership, the Company desires to
grant CSCo certain registration rights with respect to its holdings of Class A
Common Stock, par value $.01 per share, of the Company (the "Class A Common
Stock") acquired either prior to the initial public offering of the Class A
Common Stock (the "Public Offering") or upon the conversion of its holdings of
Class B Common Stock, par value $.01 per share, of the Company (the "Class B
Common Stock") acquired prior to the Public Offering (the "Shares");
WHEREAS, in consideration for the registration rights granted
to CSCo hereby, CSCo has agreed to certain restrictions on transfer of its
holdings of Class B Common Stock; and
WHEREAS, the parties hereto desire to set forth the terms and
conditions of the Company's covenants and agreements in respect of the
registration of the Shares with the Securities and Exchange Commission (the
"Commission") and all applicable state securities agencies and CSCo's covenants
and agreements in respect of the restrictions on transfer of the Class B Common
stock owned by CSCo.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereby agree as follows:
1. Conversion of Class B Common Stock into Class A
Common Stock.
(a) CSCo agrees that if at any time or from time
to time it desires to sell, transfer or otherwise dispose of any or all of its
shares of Class B Common Stock, CSCo will so inform the Board of Directors of
the Company at least ten days in advance of said sale, transfer or disposition
and CSCo shall convert such shares of Class B Common Stock that it intends to
sell, transfer or otherwise dispose of into shares of Class A Common Stock in
accordance with the terms of the Certificate of Incorporation of the Company
immediately prior to such sale, transfer or disposition. The Company shall be
under no obligation to record the transfer on its books of such shares of Class
B Common Stock until they have been converted into Class A Common Stock.
(b) The provisions of subparagraph (a) of this
Section 1 are inapplicable to any sale, transfer or disposition of shares of
Class B Common Stock to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇"), his spouse, any person
related to ▇▇▇▇▇ by reason of being his ancestor or descendent (natural or
adopted) or any person who is a trustee for, or is acting on behalf of, any of
such persons (a "▇▇▇▇▇ Family Affiliate").
(c) All certificates representing shares of
Class B Common Stock which are now or hereafter owned by CSCo 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 Registration Rights
Agreement dated January 27, 1986 between Cablevision
Systems Corporation and Cablevision Systems Company,
a copy of which is on file with the Secretary of
Cablevision Systems Corporation, and such shares may
not be sold, transferred or otherwise disposed of
except in accordance with the terms of such
Registration Rights Agreement."
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2. Demand Registration by CSCo of the Shares.
(a) At any time or from time to time commencing
180 days following the effective date of the Public Offering and ending on the
date the Shares are distributed to the partners of CSCo or one or more ▇▇▇▇▇
Family Affiliates (the "CSCo Beneficiaries"), upon the request in writing of
CSCo, the Company will file a registration statement on an appropriate form for
the general registration of securities under the Securities Act of 1933, as
amended (the "Securities Act"), and include therein such number of the Shares
owned by CSCo as CSCo shall so request; provided, however, that (i) the Company
shall not be required to file a registration statement pursuant to this Section
2 if the Shares requested to be so registered by CSCo do not have an aggregate
Market Price (as defined below) of at least $3,000,000 on the Trading Day (as
defined below) immediately preceding the date on which such request for
registration is received by the Company and (ii) after the death of both ▇▇▇▇▇
and his spouse, CSCo shall have the right on only one occasion to require the
Company to file a registration statement pursuant to this Section 2. Such
requests for registration may be made by CSCo for shares of Class A Common Stock
which will be issued to CSCo upon conversion of its shares of Class B Common
Stock prior to such conversion; provided that such conversion must be
consummated prior to the date such registration statement is declared effective
by the Commission. The Company will use its best efforts to ensure that each
such registration statement filed pursuant hereto shall be declared effective by
the Commission no later than sixty days following the receipt of such request
for registration and to maintain the effectiveness of such registration
statement until the distribution contemplated by CSCo thereunder has been
completed, provided, however, the Company shall not be required to maintain such
effectiveness for more than six months if the Company is not at such time
eligible to use Form S-3 or any successor form thereto. Anything in this Section
2 to the contrary notwithstanding, if the Company at the time of receipt of
CSCo's request for registration pursuant to this Section 2 has a bona fide
intent and plan to file a registration statement (other than on Form S-8 or any
successor form)
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covering a primary offering by the Company of common stock or securities
convertible into such common stock, the Company may delay the filing of the
requested registration statement for a period ending the earlier of (i) sixty
(60) days after the closing of such offering or (ii) one hundred twenty (120)
days after receipt of CSCo's request; and, provided, further, if the Company
either abandons its plan to file such registration statement or does not file
the same within sixty (60) days after receipt of CSCo's request, the Company
shall promptly thereafter file the registration statement requested by CSCo. 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.
(b) For purposes of Sections 2 and 3 hereof:
(i) "Market Price" of a share of Class A Common
Stock for any Trading Day shall mean (x) the last
reported sale price for the Class A Common Stock on
such Trading Day as published by the National
Association of Securities Dealers Automated Quotation
System ("NASDAQ") (or, if such price is not so
published by NASDAQ, the average of the closing bid
and asked prices for the Class A Common Stock on such
Trading Day, as furnished by any New York Stock
Exchange member firm selected from time to time by
the Company for such purpose), or (y) if the Class A
Common Stock is then listed or admitted to trading on
a national securities exchange, the closing price for
the Class A Common Stock on such Trading Day as
reported in the consolidated transaction reporting
system for securities listed or traded on such
exchange.
(ii) "Trading Day" shall mean any day on which
trading takes place (x) in the over-the-counter
market and prices reflecting such trading are
published by NASDAQ or (y) if the Class A Common
Stock is then listed or admitted to
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trading on a national securities exchange, on the
principal national securities exchange on which the
Class A Common Stock is then listed or admitted to
trading.
3. Demand Registration by the CSCo Beneficiaries of the
Shares.
If the Shares have been distributed by CSCo to the CSCo
Beneficiaries, one or more of the CSCo Beneficiaries may request in writing (i)
on or about 33 months following the closing date of the Public Offering, (ii) on
or about 57 months following the closing date of the Public Offering and (iii)
on any other dates with (x) the written consent of ▇▇▇▇▇, (y) if ▇▇▇▇▇ is
deceased, the written consent of his widow or (z) if both ▇▇▇▇▇ and his wife are
deceased, the written consent of the representative of the estate of the
survivor of ▇▇▇▇▇ and his spouse, 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 CSCo
Beneficiaries as such CSCo Beneficiaries shall so request; provided, however,
that (i) the Company shall not be required to file a registration statement
pursuant to this Section 3 if the Shares requested to be so registered by such
CSCo Beneficiaries do not have an aggregate Market Price of at least $3,000,000
on the Trading Day immediately preceding the date on which such request for
registration is received by the Company and (ii) after the death of both ▇▇▇▇▇
and his spouse, the CSCo Beneficiaries shall have the right on only one occasion
to require the Company to file a registration statement pursuant to this Section
3. Such requests for registration may be made by the CSCo Beneficiaries for
shares of Class A Common Stock which will be issued to such CSCo Beneficiaries
prior to such conversion; provided that such conversion must be consummated
prior to the date such registration statement is declared effective by the
Commission. The Company will use its best efforts to ensure that each such
registration statement filed pursuant hereto shall be declared effective by the
Commission no later than sixty days following the receipt of such request for
registration and to maintain the effectiveness of such registration
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statement until the distribution contemplated by the CSCo Beneficiaries
thereunder has been completed, provided, however, the Company shall not be
required to maintain such effectiveness for more than six months if the Company
is not at such time eligible to use Form S-3 or any successor form thereto.
Anything in this Section 3 to the contrary notwithstanding, if the Company at
the time of receipt of the CSCo Beneficiaries' request for registration pursuant
to this Section 3 has a bona fide intent and plan to file a registration
statement (other than on Form S-8 or any successor form) covering a primary
offering by the Company of common stock or securities convertible into such
common stock, the Company may delay the filing of the requested registration
statement for a period ending the earlier of (i) sixty (60) days after the
closing of such offering or (ii) one hundred twenty (120) days after receipt of
the CSCo Beneficiaries' request; and, provided, further, if the Company either
abandons its plan to file such registration statement or does not file the same
within sixty (60) days after receipt of the CSCo Beneficiaries' request, the
Company shall promptly thereafter file the registration statement requested by
the CSCo Beneficiaries. 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.
4. Right of CSC Holdings, the ▇▇▇▇▇ Family Affiliates
and the Tatta Family Affiliates to PiggyBack.
CSCo hereby acknowledges and consents to the grant by the
Company to CSC Holdings, the ▇▇▇▇▇ Family Affiliates and the Tatta Family
Affiliates (as defined in the Registration Rights Agreement of even date
herewith between the Company and CSC Holdings (the "CSC Holdings Registration
Rights Agreement")) in the CSC Holdings Registration Rights Agreement of the
right (in accordance with the terms set forth in the CSC Holdings Registration
Rights Agreement) of CSC Holdings, the ▇▇▇▇▇ Family Affiliates and the Tatta
Family Affiliates to include certain of their respective shares of Class A
Common Stock in certain registration statements filed pursuant hereto. CSCo
further acknowledges and agrees that if any offering hereunder is to be
underwritten and
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if the managing underwriter or underwriters of such offering informs CSCo that
the number of shares of Class A Common Stock which CSCo and CSC Holdings or the
▇▇▇▇▇ Family Affiliates and the Tatta Family Affiliates, as the case may be,
intend to include in such offering is sufficiently large so as to affect the
success of such offering materially and adversely, then the respective number of
shares of Class A Common Stock to be offered for the account of CSCo and CSC
Holdings or the ▇▇▇▇▇ Family Affiliates and the Tatta Family Affiliates, as the
case may be, 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 CSC Holdings or the ▇▇▇▇▇ Family
Affiliates and the Tatta Family Affiliates, as the case may be, and to any
transferee of the shares of Class A Common Stock owned by ▇▇▇▇▇ which may be
registered pursuant to the CSC Holdings 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.
5. 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 CSC Holdings or the ▇▇▇▇▇
Family Affiliates and the Tatta Family Affiliates, as the case may be, of their
respective holdings of Class A Common Stock pursuant to the CSC Holdings
Registration Rights Agreement, (b) by any other security holder of any class of
security of the Company or (c) by the Company for its own account of any class
of security (other than a registration statement on Form ▇-▇, ▇-▇, ▇-▇▇ 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 CSCo or, if the
Shares have been distributed by CSCo to the CSCo Beneficiaries, to the CSCo
Beneficiaries, at least twenty days before the anticipated filing date which
shall state
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whether such registration will be in connection with an underwritten offering
and offer CSCo or the CSCo Beneficiaries, if, in the case of the CSCo
Beneficiaries, the CSCo Beneficiaries (x) receive the written consent of ▇▇▇▇▇,
(y) if ▇▇▇▇▇ is deceased, the written consent of his widow, or (z) if both ▇▇▇▇▇
and his spouse are deceased, the written consent of the representative of the
estate of the survivor of ▇▇▇▇▇ and his spouse, the opportunity to include in
such registration statement such number of the Shares as CSCo or the CSCo
Beneficiaries, as the case may be, may request within three days prior to the
anticipated filing date. If the anticipated filing date is deferred by more than
five days, the Company shall promptly give written notice of such new filing
date to CSCo or the CSCo Beneficiaries, as the case may be, which notice shall
offer CSCo or the CSCo Beneficiaries, as the case may be, the opportunity
(subject to any necessary consent set forth in clauses (x), (y) or (z) of the
preceding sentence) to increase or decrease the number of the Shares that CSCo
or the CSCo Beneficiaries, as the case may be, previously requested to be
included in such registration statement as CSCo or the CSCo Beneficiaries, as
the case may be, may request within two days prior to the new filing date. The
Company shall use its best efforts to cause the managing underwriter or
underwriters of a proposed underwritten offering to permit CSCo or the CSCo
Beneficiaries, as the case may be, 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 securities included in such offering. If such proposed
offering is to be underwritten, then upon request by the managing underwriter or
underwriters given to CSCo or the CSCo Beneficiaries, as the case may be, prior
to the effective date of the offering, CSCo or the CSCo Beneficiaries, as the
case may be, 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
CSCo or the CSCo Beneficiaries, as the case may be, in such offering on such
terms and conditions or, if CSCo or the CSCo Beneficiaries, as the case may be,
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.
Notwithstanding the foregoing, if the
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managing underwriter or underwriters of such offering informs CSCo or the CSCo
Beneficiaries, as the case may be, that the number of the Shares which CSCo or
the CSCo Beneficiaries, as the case may be, and of the shares of Class A Common
Stock which CSC Holdings or the ▇▇▇▇▇ Family Affiliates and the Tatta Family
Affiliates, as the case may be, intend to include in such offering is
sufficiently large so as to affect the success of such offering materially and
adversely, the shares of Class A Common Stock to be offered for the account of
CSC Holdings or the ▇▇▇▇▇ Family Affiliates and the Tatta Family Affiliates, as
the case may be, 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 and then the
respective number of the Shares to be offered for the account of CSCo or the
CSCo Beneficiaries, as the case may be, shall be reduced pro rata to the extent
necessary to effect such reduction.
6. Holdback Agreements.
(a) Restrictions on Public Sale by CSCo. To the
extent not inconsistent with applicable law, CSCo agrees not to offer publicly
or effect any public sale or distribution of shares of any class of common stock
of the Company or any securities convertible into or exchangeable or exercisable
for shares of any class of common stock of the Company, including a sale
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, 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 security is 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) not to offer publicly or effect any public
sale or distribution of
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shares of any class of common stock, or any securities convertible into or
exchangeable or exercisable for shares of any class of common stock (other than
any such sale or distribution of such securities in connection with any merger
or consolidation by the Company or any subsidiary or the acquisition by the
Company or a subsidiary of the capital stock or substantially all of the assets
of any other person), during the seven days prior to, and during the 90-day
period beginning on, the effective date of any registration statement filed
pursuant hereto 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 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 similar provision then in force) under the
Securities Act (except as part of any such registration, if permitted).
7. Registration Procedures.
In connection with any registration of the Shares owned by
CSCo contemplated hereby, the Company will as expeditiously as possible:
(a) furnish to CSCo, 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 CSCo may
reasonably request from time to time in order to facilitate the disposition of
the Shares.
(b) use its 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 CSCo
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable CSCo to
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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 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 CSCo to consummate the disposition of such Registered Class A;
(d) notify CSCo at any time 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 the Company will 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;
(e) cause all such Registered Class A to be
listed on NASDAQ or on each national securities exchange on which the Class A
Common Stock is then listed, provided that the applicable listing requirements
are satisfied;
(f) enter into customary agreements (including
an underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registered Class A;
(g) make available for inspection by CSCo, any
underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by CSCo 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
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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. CSCo shall use reasonable
efforts, prior to any such disclosure by any such Inspector, to inform the
Company that such disclosure is necessary to avoid or correct a misstatement or
omission in the registration statement. CSCo further agrees that it will, upon
learning that disclosure of such 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;
(h) in the event such sale is pursuant to an
underwritten offering, use its best efforts to (i) obtain a cold comfort letter
from the independent public accountants for the Company in customary form and
covering such matters of the type customarily covered by cold comfort letters as
CSCo 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 CSCo, (B) the conditions to closing in
said underwriting agreement shall be reasonably satisfactory to CSCo and (C) all
cold comfort letters and opinions of counsel contemplated by said underwriting
agreements are delivered to CSCo on the closing date of the offering; and
(i) otherwise use its 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 CSCo to furnish to the Company such
information regarding CSCo as the Company may from time to time reasonably
request
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in writing, in each case only as required by the Securities Act or the rules and
regulations thereunder.
CSCo agrees that, upon receipt of any notice from the company
of the happening of any event of the kind described in Section 7(d) hereof, CSCO
will forthwith discontinue disposition of the Registered Class A pursuant to the
registration statement covering such Registered Class A until CSCo receives the
copies of the supplemented or amended prospectus contemplated by Section 7(d)
hereof, and, if so directed by the Company, CSCO will deliver to the Company (at
the expense of the Company) all copies, other than permanent file copies then in
CSCO's possession, of the prospectus covering such Registered Class A current at
the time of receipt of such notice.
8. Registration Expenses.
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 NASDAQ or on each national securities
exchange on which the 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 "cold comfort"
letters required by or incident to such performance), securities acts liability
insurance (if the Company elects to obtain such insurance), the reasonable fees
and expenses of any special experts retained by the Company in connection with
such registration and the fees and expenses of other persons retained by the
Company (all such expenses being herein called "Registration Expenses"), will be
borne by the Company. The Company will not
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have any responsibility for any of the expenses of CSCo 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 travel costs of counsel for CSCo.
9. Indemnification; Contribution.
(a) Indemnification by the Company. The Company
agrees to indemnify, to the full extent permitted by law, CSCo, its partners and
any officers directors and shareholders of such partners, each person who
controls such partners (within the meaning of the Securities Act), and any
investment adviser thereof against all losses, claims, damages, liabilities and
expenses (including attorneys' fees) caused by any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus 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, except insofar as the same are caused by
or contained in any information with respect to CSCo furnished in writing to the
Company by CSCo expressly for use therein. 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) to the same extent as provided above with respect to the
indemnification of CSCo.
(b) Indemnification by CSCo. In connection with
any registration statement contemplated hereby, CSCo will furnish to the Company
in writing such information with respect to CSCo as the Company reasonably
requests for use in connection with any such registration statement, prospectus
or preliminary prospectus and agrees to indemnify, to the extent permitted by
law, the Company, its directors and officers and each person who controls the
Company (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses caused by any untrue or
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alleged untrue statement of a material fact contained in any such registration
statement, prospectus or preliminary prospectus 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, but only to the extent, that such untrue statement or omission is
contained in any information with respect to CSCo so furnished in writing by
CSCo.
(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 and, 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, 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. The indemnifying party will not be subject to
any liability for any settlement made without its consent.
(d) Contribution. If the indemnification
provided for in this Section 9 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, 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, claims,
damages, liabilities or expenses in such proportion as is appropriate to reflect
the
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relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, 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. 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 9(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 9(d) 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.
If indemnification is available under this Section 9, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 9(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 9(d).
10. Participation in Underwritten Registrations. CSCo may
not participate in any underwritten registration hereunder or under the CSC
Holdings Registration Rights Agreement or otherwise unless CSCo (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
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attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
11. Miscellaneous.
(a) Specific Performance. The Company and CSCo
acknowledge that it will be impossible to measure in money the damage to the
Company if CSCo fails to comply with any of the obligations imposed by Section 1
this Agreement, that every such obligation therein is material and that, in the
event of any such failure, the Company will not have an adequate remedy at law
or in damages. Accordingly, CSCo consents to the issuance of an injunction or
the enforcement of other equitable remedies against it at the suit of the
Company without bond or other security, to compel performance of all the terms
of Section 1 hereof, and waives any defenses thereto, including, without
limitation, the defenses of (i) failure of consideration, (ii) breach of any
other provision of this Agreement and (iii) availability of relief in damages.
(b) 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 CSCo in this Agreement.
(c) Amendments. This Agreement may not be
amended, modified or altered except by writing duly signed by all the parties
hereto.
(d) Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the Company, CSCo, the CSCo
Beneficiaries and the respective successors and permitted assigns of the
Company, CSCo and the CSCo Beneficiaries. This Agreement may not be assigned by
either the Company or CSCo without the prior written consent of the other party
hereto.
(e) 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.
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(f) Headings. The headings in this Agreement are
for reference purposes only and shall not constitute a part hereof.
(g) 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.
(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:
Cablevision Systems Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
To CSCo:
Cablevision Systems Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
provided, however, that any notice of change of address shall be effective only
upon receipt.
(i) 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.
(j) Entire Agreement. This Agreement is intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of
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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.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
CABLEVISION SYSTEMS CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Title:
CABLEVISION SYSTEMS COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
General Partner
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