Exhibit 1.1
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
12,765,000 Shares of Rainbow Media Group Class A Common Stock
UNDERWRITING AGREEMENT
Dated , 2001
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
12,765,000 Shares of
Rainbow Media Group Class A Common Stock
(Par Value $.01 per Share)
UNDERWRITING AGREEMENT
, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ SECURITIES LLC
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
Ladies and Gentlemen:
Cablevision Systems Corporation, a Delaware corporation (the
"Company"), AT&T Broadband CSC II, Inc., a Delaware corporation ("AT&T CSC II"),
AT&T Broadband CSC Holdings, Inc., a Delaware corporation ("AT&T CSC Holdings"
and, together with AT&T CSC II, the "Selling Stockholders"), and AT&T Corp., a
New York corporation ("AT&T"), confirm their respective agreements with Banc of
America Securities LLC ("Banc of America"), Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear
▇▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney") (collectively, the "Underwriters," which term shall also include any
underwriter substituted as hereinafter provided in Section 10 hereof), with
respect to the sale by the Selling Stockholders, acting severally and not
jointly, and the purchase by the Underwriters, acting severally and not jointly,
of 12,765,000 shares of Rainbow Media Group Class A Common Stock of the Company,
par value $.01 per share (the "Rainbow Media Group Class A Common Stock"), and
with respect to the grant by the Selling Stockholders to the Underwriters,
acting severally and not jointly, of the option described in Section 2(d) hereof
to purchase all or any part of 1,914,750 additional shares of Rainbow Media
Group Class A Common Stock solely to cover over-allotments, if any. The
aforesaid 12,765,000 shares of Rainbow Media Group Class A Common Stock (the
"Firm Shares") to be purchased by the Underwriters and all or any part of the
1,914,750 shares of Rainbow Media Group Class A Common Stock subject to the
option described in Section 2(d) hereof (the "Additional Shares") are
hereinafter called the "Shares".
The Company and the Selling Stockholders understand that the
Underwriters propose to make a public offering of the Shares as soon as the
Underwriters deem advisable after this Agreement has been executed and
delivered.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on From S-3 (No.
333-73474) covering the registration of certain of its securities, including the
Shares, under the Securities Act of 1933, as amended (the "1933 Act"), including
the related preliminary prospectus or prospectuses. Promptly after execution and
delivery of this Agreement, the Company will prepare and file a prospectus in
accordance with the provisions of Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations")
and paragraph (b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The
information included in such prospectus that was omitted from such registration
statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective pursuant to paragraph (b)
of Rule 430A is referred to as "Rule 430A Information". Each prospectus used
before such registration statement became effective, and any prospectus that
omitted the Rule 430A Information that was used after such effectiveness and
prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus". Such registration statement, including the exhibits
thereto and the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act, at the time it became effective and including
the Rule 430A Information is herein called the "Registration Statement". Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations
is herein referred to as the "Rule 462(b) Registration Statement," and after
such filing the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The final prospectus, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, in the form first furnished to the Underwriters for use in connection with
the offering of the Shares, is herein called the "Prospectus".
Section 1. Representations and Warranties. (a) The Company
represents and warrants to and agrees with each of the Underwriters that:
(i) The Company meets the requirements for use of Form S-3
under the 1933 Act. The Registration Statement and any Rule 462(b)
Registration Statement has become effective under the 1933 Act. At the
respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto become
effective, at the Closing Time (and, if any Additional Shares are
purchased, at the Additional Closing Time), (A) the Registration
Statement and any amendments and supplements thereto, comply and will
comply in all material respects with the requirements of the 1933 Act
and the 1933 Act Regulations, (B) neither the Registration Statement
nor any amendment or supplement thereto includes or will include an
untrue statement of a material fact or omits or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (C) neither the Prospectus nor
any amendment or supplement thereto includes or will include an untrue
statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty does not apply to
statements or omissions made in reliance upon and in conformity with
information furnished to the Company in writing by (i) any Underwriter
expressly for use in the Registration Statement or the Prospectus or
(ii) by or on behalf of the Selling Stockholders or AT&T expressly for
use in the Registration Statement or the Prospectus.
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(ii) The documents incorporated or deemed to be incorporated
by reference in the Prospectus pursuant to Item 12 of Form S-3 under
the 1933 Act, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act, and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and, when read
together and with the other information in the Prospectus, at the time
the Registration Statement became effective and at all times subsequent
thereto up to each Closing Time, did not and will not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
(iii) KPMG LLP, who are reporting upon the audited financial
statements and schedules included or incorporated by reference in the
Registration Statement, are independent accountants as required by the
1933 Act and the 1933 Act Regulations.
(iv) This Agreement has been duly authorized, executed and
delivered by the Company.
(v) The consolidated historical financial statements of the
Company and its subsidiaries included or incorporated by reference in
the Registration Statement and the Prospectus present fairly the
consolidated financial position of the Company and its subsidiaries as
of the dates indicated and the consolidated results of operations and
changes in financial position of the Company and its subsidiaries for
the periods specified. Such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved. The financial
statement schedules, if any, included in the Registration Statement
present fairly the information required to be stated therein. The
selected consolidated financial data included in the Prospectus present
fairly the information shown therein and have been compiled on a basis
consistent with that of the audited consolidated financial statements
included or incorporated by reference in the Registration Statement.
(vi) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
with power and authority (corporate and other) under such laws to own,
lease and operate its properties and conduct its business as described
in the Prospectus; and the Company is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be in
good standing would not have a material adverse effect on the Company
and its subsidiaries, considered as one enterprise.
(vii) The subsidiaries of the Company set forth on Schedule
III are, as of the date hereof, all of the "Restricted Subsidiaries",
as such term is defined in the indenture dated March 22, 2001, between
CSC Holdings, Inc. (a wholly-owned subsidiary of the Company) and the
Bank of New York, Trustee. The subsidiaries of the Company set forth on
Schedule IV are "Unrestricted Subsidiaries", as such term is defined in
such
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indenture (the restricted subsidiaries and the unrestricted
subsidiaries are hereinafter referred to collectively as the
"Subsidiaries"). The Subsidiaries on Schedules III and IV with an
asterisk by their names, together with CSC Holdings, Inc., are the only
subsidiaries of the Company which had at December 31, 2000 assets in
excess of 10% of the consolidated assets of the Company and its
subsidiaries as at that date or had, in the aggregate, for the fiscal
year then ended revenues or operating cash flow in excess of 10% of
consolidated revenues or consolidated operating cash flow of the
Company and its subsidiaries for such period (such Subsidiaries are
referred to herein as the "Material Subsidiaries"). In making this
determination, any subsidiary acquired after December 31, 2000 shall be
deemed to have been acquired as of such date.
(viii) Each Material Subsidiary that is a corporation is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with power and authority (corporate
and other) under such laws to own, lease and operate its properties and
conduct its business; and each such Material Subsidiary is duly
qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property
of a nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to be so
qualified or in good standing would not have a material adverse effect
on the Company and its subsidiaries, considered as one enterprise. All
of the outstanding shares of capital stock of each Material Subsidiary
that is a corporation have been duly authorized and validly issued and
are fully paid and nonassessable and, except as disclosed on Schedule
III or IV to this Agreement or as disclosed or contemplated by the
Registration Statement, are owned by the Company, directly or through
one or more subsidiaries, free and clear of any pledge, lien, security
interest, mortgage, charge, claim, equity or encumbrance of any kind.
(ix) Each of the Material Subsidiaries in which the Company or
a subsidiary of the Company is a limited or general partner
(hereinafter called the "Partnerships") has been duly formed and is
validly existing as a limited or general partnership, as the case may
be, under the laws of its jurisdiction of organization, with full power
and authority to own, lease and operate properties and conduct its
business; all necessary filings with respect to the formation of the
Partnerships as limited or general partnerships (as the case may be)
have been made under such laws; and each of the Partnerships is duly
qualified to transact business and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to be so qualified or
in good standing would not have a material adverse effect on the
Company and its subsidiaries, considered as one enterprise.
(x) The Company had, at September 30, 2001, duly authorized
and outstanding capitalization as set forth in the Prospectus under the
caption "Capitalization"; the Rainbow Media Group Class A Common Stock
conforms in all material respects to the description thereof contained
in the Prospectus and such description conforms in all material
respects to the rights set forth in the instruments defining the same.
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(xi) All of the outstanding shares of capital stock of the
Company, including the Shares, have been duly authorized and validly
issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company, including the
Shares, was issued in violation of the preemptive rights of any
stockholder of the Company.
(xii) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, there has not been
(A) any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree and there has not been any change in the capital stock
or long-term debt of the Company or any of its Subsidiaries or any
change which the Company has reasonable cause to believe will involve
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise, or (B) any transaction
entered into by the Company or any subsidiary, other than in the
ordinary course of business, that is material to the Company and its
subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.
(xiii) Neither the Company nor any Subsidiary is in default in
the performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which it is
a party or by which it may be bound or to which any of its properties
may be subject, except for such defaults that would not have a material
adverse effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered
as one enterprise. The execution and delivery of this Agreement and the
compliance by the Company with its obligations hereunder at each
Closing Time shall have been duly authorized by all necessary corporate
action on the part of the Company and do not and will not result in any
violation of the charter or by-laws of the Company or any Subsidiary,
and do not and will not conflict with, or result in a breach of any of
the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any Subsidiary under:
(A) any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to
which the Company or any Subsidiary is a party or by which it
may be bound or to which any of its properties may be subject
(except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not have a material adverse
effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries,
considered as one enterprise) or
(B) any existing applicable law, rule, regulation,
judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of its
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properties (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a material
adverse effect on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
considered as one enterprise) or
(C) any material agreement or other material
instrument (including any franchise agreement, license, permit
or other governmental authorization granted by the Federal
Communications Commission (hereinafter called the "FCC"), The
New York State Public Service Commission on Cable Television
or any other governing body having jurisdiction over the
Company's cable television operations) binding upon the
Company or any of its Subsidiaries (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that
would not have a material adverse effect on the financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as one enterprise).
(xiv) The statements in the Prospectus under "Risk Factors"
and "Description of Rainbow Media Group Class A Tracking Stock", and
the statements in the Company's annual report on Form 10-K, as
supplemented and amended by the Company's Form 10-K/As, for the year
ended December 31, 2000 (the "2000 Form 10-K"), which is incorporated
by reference in the Prospectus, under "Business -- Competition -- Cable
Television," "Business -- Regulation -- Cable Television" and "Business
-- Regulation -- Programming and Entertainment", and in the
Registration Statement in Item 15, and the statements cross-referenced
therein, insofar as such statements constitute a summary of the legal
matters, documents or proceedings referred to therein, with respect to
such legal matters, documents and proceedings, do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading.
(xv) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court, domestic or foreign (other than under the
1933 Act and the securities or the blue sky laws of the various
states), is required for the execution, delivery or performance of this
Agreement by the Company, except for any consent, approval,
authorization, order or registration the failure of which to obtain or
make or the absence of which would result in no material adverse effect
on the Company and its subsidiaries, considered as one enterprise.
(xvi) Except as disclosed in the Prospectus, there is no
action, suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
best of the Company's knowledge, threatened against or affecting the
Company or any Subsidiary that the Company has reasonable cause to
believe will result in any material adverse change in the consolidated
financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as one enterprise, or that
will materially and adversely affect the properties or assets of the
Company and its subsidiaries, considered as one enterprise, or that the
Company has reasonable cause to believe will materially adversely
affect the consummation of the transactions contemplated in this
Agreement.
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(xvii) There are no contracts or documents of a character
required to be described in the Registration Statement, the Prospectus
or the documents incorporated by reference therein or to be filed as
exhibits to the Registration Statement that are not described and filed
as required.
(xviii) The Company and the Subsidiaries each has good and
marketable title to all material properties and assets described in the
Prospectus as owned by it, free and clear of all liens, charges,
encumbrances or restrictions, except such as (A) are described in the
Prospectus or (B) are neither material in amount nor materially
significant in relation to the business of the Company and its
subsidiaries, considered as one enterprise; and any material real
property and buildings under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with
such exceptions as do not interfere, to an extent material to the
Company and its subsidiaries, considered as one enterprise, with the
use made and proposed to be made of such property and buildings by the
Company and the Subsidiaries.
(xix) Except as disclosed in the Prospectus, the Company and
the Subsidiaries each owns, possesses or has obtained all material
agreements, governmental licenses, permits, certificates, consents,
orders, approvals and other material authorizations (including, without
limitation, all material governmental authorizations and agreements
with public utilities and microwave transmission companies and pole
access and rental agreements) necessary to own or lease, as the case
may be, and to operate its properties and to carry on its business as
presently conducted; and neither the Company nor any Subsidiary has
received any notice of proceedings relating to revocation or
modification of any such licenses, permits, certificates, consents,
orders, approvals or authorizations.
(xx) To the best knowledge of the Company and except as
disclosed in the Prospectus, no labor problem exists with its employees
or with employees of the Subsidiaries that could reasonably be expected
to materially and adversely affect the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise.
(b) Each of the Selling Stockholders and AT&T represents and
warrants to and agrees with the Company and each Underwriter, as follows:
(i) At the respective times the Registration Statement, any
Rule 462(b) Registration Statement and any post-effective amendments
thereto become effective, at the Closing Time (and, if any Additional
Shares are purchased, at the Additional Closing Time), (A) neither the
Registration Statement nor any amendment or supplement thereto includes
or will include an untrue statement of a material fact or omits or will
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading and (B) neither
the Prospectus nor any amendment or supplement thereto includes or will
include an untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty applies only to statements or omissions relating to such
Selling Stockholder or to AT&T furnished to the Company in writing by
or on
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behalf of such Selling Stockholder or AT&T expressly for use in the
Registration Statement or Prospectus.
(ii) Such Selling Stockholder has the full right, power and
authority to enter into this Agreement and to sell, transfer and
deliver the Shares to be sold by such Selling Stockholder. The
execution and delivery of this Agreement and the sale and delivery of
the Shares to be sold by such Selling Stockholder and the consummation
of the transactions contemplated herein and compliance by such Selling
Stockholder with its obligations hereunder have been duly authorized by
such Selling Stockholder and do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default under, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note or other
agreement or instrument to which such Selling Stockholder is a party or
by which it may be bound, nor will such action result in any violation
of the provisions of the certificate of incorporation or by-laws of
such Selling Stockholder or any law, order, rule or regulation
applicable to such Selling Stockholder of any court, federal or state
regulatory body, administrative agency or other governmental body
having jurisdiction over such Selling Stockholder or its properties.
AT&T has the full right, power and authority to enter into this
Agreement and the execution and delivery of this Agreement have been
duly authorized by AT&T and do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default under, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note or other
agreement or instrument to which AT&T is a party or by which it may be
bound, nor will such action result in any violation of the provisions
of the certificate of incorporation or by-laws of AT&T or any law,
order, rule or regulation applicable to AT&T of any court, federal or
state regulatory body, administrative agency or other governmental body
having jurisdiction over AT&T or its properties.
(iii) Such Selling Stockholder has and will at the Closing
Time and, if any shares of Rainbow Media Group Class A Common Stock
subject to the option described in Section 2(d) are purchased, at any
Additional Closing Time, have good and marketable title to the Shares
to be sold by such Selling Stockholder, free and clear of any security
interest, mortgage, pledge, lien, charge, claim, equity or encumbrance
of any kind, other than pursuant to this Agreement and the
Stockholders' Agreement dated March 4, 1998, as amended to the date
hereof (as so amended, the "Stockholders Agreement"); and upon delivery
of such Shares and payment of the purchase price therefor as herein
contemplated, assuming each such Underwriter has no notice of any
adverse claim, each of the Underwriters will receive good and
marketable title to the Shares purchased by it from such Selling
Stockholder, free and clear of any security interest, mortgage, pledge,
lien, charge, claim, equity or encumbrance of any kind.
(iv) Neither such Selling Stockholder nor AT&T has taken, or
will take, directly or indirectly, any action which is designed to or
which has constituted or which might reasonably be expected to cause or
result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Shares.
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(v) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court, domestic or foreign, (other than under the
1933 Act and the securities or the blue sky laws of the various states)
is required for the performance by such Selling Stockholder or AT&T of
its obligations hereunder, or in connection with the sale and delivery
of the Shares to be sold by such Selling Stockholder hereunder or the
consummation of the transactions contemplated by this Agreement.
(vi) Each Selling Stockholder and AT&T, on behalf of itself
and its other subsidiaries, will agree not to engage in any
transactions, directly or indirectly, involving Rainbow Media Group
Class A Common Stock or any securities the value of which in whole or
in part relates to or is based upon or which is exchangeable for or
convertible into in whole or in part Rainbow Media Group Class A Common
Stock, any derivative security of Rainbow Media Group Class A Common
Stock or any other type of security in a monetization transaction of
any of the Selling Stockholders' Rainbow Media Group Class A Common
Stock for a period of 90 days from the Initial Closing Time; provided,
however, that such Selling Stockholder and AT&T, on behalf of itself
and its other subsidiaries, may transfer its Rainbow Media Group Class
A Common Stock in whole or in part to (i) AT&T, (ii) one or more
wholly-owned subsidiaries of AT&T, (iii) any trust which is
beneficially wholly-owned by AT&T or one or more wholly-owned
subsidiaries of AT&T, or (iv) three or fewer persons or entities or
combinations thereof that have significant communications operations,
including, without limitation, telecommunications and/or cable
operations, and/or media operations, including, without limitation,
entertainment operations, in private transfers. Any such transferee
pursuant to the preceding sentence shall comply with the lock-up
restrictions described herein and shall enter into a written agreement
to such effect. Nothing in this paragraph shall limit AT&T or any
transferee from participating in a take-over, business combination,
tender offer or similar transaction, provided such transaction is
approved by the Company's board of directors. The foregoing sentence
shall not apply to the Shares to be sold hereunder.
(vii) The sale of the Shares pursuant to this agreement is not
prompted by any material, non-public information in such Selling
Stockholder's or AT&T's possession concerning the Company that would
cause such sale to constitute a violation by such Selling Stockholder
or AT&T of Rule 10b-5 promulgated under the Exchange Act.
(c) Any certificate signed by any officer of the Company or
any Subsidiary delivered to the Underwriters or to counsel for the Underwriters
in connection with the offering of the Shares shall be deemed a representation
and warranty by the Company to each Underwriter as to the matters covered
thereby; and any certificate signed by or on behalf of a Selling Stockholder as
such and delivered to the Underwriters or to counsel for the Underwriters
pursuant to the terms of this Agreement shall be deemed a representation and
warranty by such Selling Stockholder to the Underwriters as to the matters
covered thereby.
Section 2. Sale and Delivery to the Underwriters; Closing. (a)
On the basis of the representations and warranties herein contained, and subject
to the terms and conditions herein set forth, each of the Selling Stockholders,
acting severally and not jointly, agrees to sell
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to each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from such Selling Stockholder, at a purchase price equal to $ per share
that proportion of the number of Firm Shares set forth in Schedule II opposite
the name of such Selling Stockholder which the number of Firm Shares set forth
in Schedule I opposite the name of such Underwriter, plus any additional number
of Firm Shares which such Underwriter may become obligated to purchase pursuant
to the provisions of Section 10 hereof, bears to the total number of Firm
Shares.
(b) Payment of the purchase price for, and delivery of, the
Firm Shares shall be made at the offices of Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place in the City of New
York, at 10:00 A.M. on , 2001, or at such other time not more than ten full
Business Days thereafter as shall be agreed upon by the Company, the Selling
Stockholders and the Underwriters, or as shall otherwise be provided in Section
10 (such date and time of payment and delivery being herein called the "Initial
Closing Time"). In addition, in the event that any or all of the Additional
Shares are purchased by the Underwriters, payment of the purchase price for, and
delivery of certificates for, such Additional Shares shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Underwriters, the Company and the Selling Stockholders on each Additional
Closing Time, as hereinafter defined, as specified in the notice from the
Underwriters to the Company and the Selling Stockholders.
(c) Payment shall be made to the Selling Stockholders by wire
transfer of immediately available funds to a bank account designated by the
Selling Stockholders, against delivery to the Underwriters for the respective
accounts of the Underwriters of the certificates evidencing the Firm Shares to
be purchased by them. Certificates evidencing the Firm Shares shall be in
definitive form and shall be registered in such names and in such denominations
as the Underwriters may specify at least two business days prior to the Closing
Time by written notice to the Selling Stockholders.
(d) In addition, the Selling Stockholders, acting severally
and not jointly, hereby grant to the Underwriters, severally and not jointly,
the option to purchase up to an additional 1,914,750 Shares, in the respective
amounts set forth in Schedule II as to each Selling Stockholder, at the same
purchase price per Share to be paid by the Underwriters to the Selling
Stockholders for the Firm Shares as set forth in Section 2(a) hereof, less an
amount equal to any dividends or distributions declared by the Company and
payable on the Additional Shares to the Selling Stockholders after the date
hereof, for the sole purpose of covering over-allotments in the sale of the Firm
Shares by the Underwriters. This option may be exercised at any time, in whole
or in part (but not more than once), on or before the 30th day following the
date of the Prospectus, by written notice by the Underwriters to the Company and
the Selling Stockholders. Such notice shall set forth the aggregate number of
Additional Shares as to which the option is being exercised and the date and
time, as reasonably determined by the Underwriters, when the Additional Shares
are to be delivered (such date and time of delivery is herein sometimes referred
to as the "Additional Closing Time", the Initial Closing Time and the Additional
Closing Time are each hereafter referred to as a "Closing Time"); provided,
however, that the Additional Closing Time shall not be earlier than the Initial
Closing Time in respect of the Firm Shares or earlier than the third full
business day (or one full business day if the Additional Closing Time will occur
simultaneously with the Initial Closing Time) after the date on which
10
the option shall have been exercised nor later than the seventh full business
day after the date on which the option shall have been exercised (unless such
time and date are postponed in accordance with the provisions of Section 10
hereof). The Additional Shares shall be registered in such names and in such
denominations as the Underwriters may request in writing at least two full
business days prior to the Additional Closing Time.
The number of Additional Shares to be sold to each Underwriter
shall be the number which bears the same ratio to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto (or such number
increased as set forth in Section 10 hereof) bears to 12,765,000 subject,
however, to such adjustments to eliminate any fractional shares as the
Underwriters in their sole discretion shall make.
Payment for the Additional Shares shall be made to the Selling
Stockholders in the manner specified in Section 2(c) against delivery to the
Underwriters of the certificates evidencing the Additional Shares, for the
respective accounts of the Underwriters.
Section 3. Certain Covenants of the Company. The Company
covenants with each Underwriter as follows:
(a) The Company will comply with the requirements of Rule 430A
and will promptly effect the filing necessary pursuant to Rule 424(b). The
Company has furnished or will furnish to the Underwriters as many copies of any
preliminary prospectus and the Prospectus as the Underwriters reasonably
request.
(b) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Shares, the Company
will, subject to Section 3(c), file promptly all documents required to be filed
with the Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to
the time the Registration Statement becomes effective.
(c) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Shares, the Company
will inform the Underwriters of its intention to file any amendment to the
Registration Statement, any supplement to the Prospectus or any document that
would as a result thereof be incorporated by reference in the Prospectus; will
furnish the Underwriters with copies of any such amendment, supplement or other
document a reasonable time in advance of filing; and will not file any such
amendment, supplement or other document in a form to which the Underwriters
shall reasonably object.
(d) During the period when the Prospectus is required by the
1933 Act to be delivered in connection with sales of the Shares, the Company
will notify the Underwriters immediately, and confirm the notice in writing
(with respect to clause (i), upon request), (i) of the effectiveness of any
amendment to the Registration Statement, (ii) of the receipt of any comments
from the Commission with respect to the Registration Statement or the
Prospectus, (iii) of any request by the Commission to amend the Registration
Statement or any supplement to the Prospectus or for additional information
relating thereto and (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement, of the suspension of
the qualification of the Shares for offering or sale in any jurisdiction, or of
the
11
institution or to the Company's knowledge, the threatening of any proceedings
for any of such purposes. The Company will use every reasonable effort to
prevent the issuance of any such stop order or of any order preventing or
suspending such use and, if any such order is issued, to obtain the lifting
thereof at the earliest possible moment.
(e) The Company has furnished or will furnish to the
Underwriters one copy of the originally executed Registration Statement (as
originally filed) and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated or
deemed to be incorporated by reference therein) and a copy of all originally
executed consents and certificates of experts, and has furnished or will furnish
to each of the Underwriters as many conformed copies of the Registration
Statement as originally filed and of each amendment thereto (including documents
incorporated or deemed to be incorporated by reference into the Prospectus but
without exhibits) as the Underwriters may reasonably request.
(f) The Company will use its reasonable best efforts, in
cooperation with the Underwriters, to qualify the Shares for offering and sale
under the applicable securities laws of such states and other jurisdictions as
the Underwriters may designate and to maintain such qualifications in effect for
a period of not less than one year from the date hereof; provided, however, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. The Company will file such statements and reports as may
be required by the laws of each jurisdiction in which the Shares have been
qualified as above provided.
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 45 days after the close of
the period covered thereby (90 calendar days in the case the period corresponds
to the fiscal year of the Company), an earnings statement of the Company (in
form complying with the provisions of Rule 158 of the 1933 Act Regulations),
covering a period of 12 months beginning after the effective date of the
Registration Statement and covering a period of 12 months beginning after the
effective date of any post-effective amendment to the Registration Statement but
not later than the first day of the Company's fiscal quarter next following such
effective date.
(h) The Company will use its reasonable best efforts to comply
with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations. If at any time when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Shares any event shall occur or
condition exist as a result of which it is necessary to amend the Registration
Statement or amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare and file with the Commission, subject to Section 3(d),
such amendment or supplement as may be necessary to correct such untrue
statement or omission or to make the Registration Statement or the Prospectus
comply with such requirements.
12
(i) For a period of three years after the Initial Closing
Time, the Company will furnish to the Underwriters copies of all annual reports,
quarterly reports and current reports filed with the Commission on Forms 10-K,
10-Q and 8-K, or such other similar forms as may be designated by the
Commission, and such other documents, reports and information as shall be
furnished by the Company to its stockholders generally.
(j) The Company will not be or become, at any time prior to
the expiration of three years after the Initial Closing Time, an open-end
investment trust, unit investment trust or face-amount certificate company that
is or is required to be registered under Section 8 of the Investment Company Act
of 1940, as amended.
(k) The Company will not, without the prior written consent of
the Underwriters offer, sell, contract to sell or otherwise dispose of any
Rainbow Media Group Class A Common Stock (except for shares issuable upon
conversion of securities or exercise of warrants and options outstanding as of
the date of the Prospectus or pursuant to employee benefit plans), warrants,
rights or options convertible into or exercisable or exchangeable for Rainbow
Media Group Class A Common Stock (except for rights or options pursuant to
employee benefit plans existing on the date of the Prospectus) at any time for a
period of 90 days after the date of the Prospectus.
Section 4. Payment of Expenses. The Company and the Selling
Stockholders will pay and bear all costs and expenses incident to the
performance of their respective obligations under this Agreement, including (a)
the preparation, printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, any
preliminary prospectus and the Prospectus and any amendments or supplements
thereto, and the cost of furnishing copies thereof to the Underwriters, (b) the
preparation, printing and distribution of this Agreement, the Shares and any
Blue Sky Survey, (c) the delivery of the Shares to the Underwriters, (d) the
fees and disbursements of the Company's counsel and accountants, (e) the
qualification of the Shares under the applicable securities laws in accordance
with Section 3(f) and any filing for review of the offering with the National
Association of Securities Dealers, Inc., including filing fees and fees and
disbursements of counsel for the Underwriters in connection therewith, and in
connection with any Blue Sky Survey, and (f) the fees and expenses of any
transfer agent and registrar for the Shares.
If this Agreement is terminated by the Underwriters in
accordance with the provisions of Section 5 or 9(a)(i), the Selling Stockholders
shall reimburse the Underwriters for their reasonable out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the Underwriters.
The provisions of this Section shall not affect any agreement
that the Company, on the one hand, and the Selling Stockholders, AT&T or AT&T
Broadband LLC, on the other hand, may make for the sharing of such costs and
expenses.
Section 5. Conditions of Underwriters' Obligations. The
obligations of the several Underwriters to purchase and pay for the Firm Shares
and the Additional Shares, if any, at each Closing Time, that they have
respectively agreed to purchase hereunder are subject to the accuracy, as of
such Closing Time, of the representations and warranties of the Company and the
13
Selling Stockholders contained herein or in certificates of any officer of the
Company or any Subsidiary or on behalf of any Selling Stockholder delivered
pursuant to the provisions hereof, to the performance by the Company and the
Selling Stockholders of their respective obligations hereunder, and to the
following further conditions:
(a) The Registration Statement, including any Rule 462(b)
Registration Statement, has become effective and at such Closing Time, no stop
order suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act and no proceedings for that purpose shall have been
instituted or shall be pending or, to the knowledge of the Company, shall be
contemplated by the Commission, and any request on the part of the Commission
for additional information shall have been complied with to the reasonable
satisfaction of counsel for the Underwriters. A prospectus containing the Rule
430A information shall have been filed with the Commission in accordance with
Rule 424(b) (or a post-effective amendment providing such information shall have
been filed and declared effective in accordance with the requirements of Rule
430A).
(b) At such Closing Time, the Underwriters shall have received
a signed opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Company, dated as of
such Closing Time, in form and substance satisfactory to counsel for the
Underwriters, to the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.
(ii) The Shares sold by the Selling Stockholders pursuant to
the provisions of this Agreement on such Closing Time have been duly
authorized and validly issued and are fully paid and non-assessable.
(iii) The execution and delivery of this Agreement by the
Company, and the compliance by the Company with the terms of this
Agreement do not and will not result in any violation of the
Certificate of Incorporation or By-laws of the Company, in each case as
in effect as of such Closing Time.
(iv) This Agreement has been duly authorized, executed and
delivered by the Company.
Such counsel shall also furnish the Underwriters with a letter
to the effect that as counsel to the Company, they reviewed the Registration
Statement and the Prospectus, participated in discussions with representatives
of the Underwriters and those of the Company and its accountants and advised the
Company as to the requirements of the 1933 Act and the applicable rules and
regulations thereunder; between the date of the Prospectus and such Closing
Time, such counsel participated in further discussions with representatives of
the Underwriters and those of the Company and its accountants in which the
contents of certain portions of the Prospectus and related matters were
discussed and reviewed, reviewed certain documents filed by the Company with the
Commission, certificates of certain officers of the Company and the Selling
Stockholders, an opinion addressed to the Underwriters from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Esq., Vice Chairman, General Counsel and Secretary for the Company, and a letter
from the Company's independent accountants; on the basis of the information that
such counsel gained in the course
14
of the performance of the services referred to above, considered in the light of
such counsel's understanding of the applicable law (including the requirements
of Form S-3 and the character of the prospectus contemplated thereby) and the
experience such counsel have gained through their practice under the 1933 Act,
they confirm to the Underwriters that, in such counsel's opinion, the
Registration Statement, as of its effective date, and the Prospectus, as of the
date of the Prospectus (and any amendment to the Registration Statement or
supplement to the Prospectus, as of its respective effective or issue date),
appeared on their face to be appropriately responsive in all material respects
to the requirements of the 1933 Act and the applicable rules and regulations of
the Commission thereunder; further, nothing that came to such counsel's
attention in the course of such review has caused such counsel to believe that
the Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as of the date of the Prospectus, contained any untrue
statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; also, nothing that came to the attention
of such counsel in the course of the procedures described in the second clause
of this paragraph has caused such counsel to believe that the Prospectus, as of
such Closing Time, contained any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; such
counsel shall state that the limitations inherent in the independent
verification of factual matters and the character of determinations involved in
the registration process are such that such counsel does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus except for those made
under the captions "Description of Rainbow Media Group Class A Tracking Stock"
and "Underwriting" in the Prospectus insofar as they relate to provisions of
documents therein described; also, such counsel need express no opinion or
belief as to the financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to the description of statutes,
regulations, proceedings or matters referred to in Section 5(d) hereof.
In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the federal
laws of the United States, the laws of the State of New York and the General
Corporation Law of the State of Delaware, and no opinion as to federal or state
laws relating to communications and telecommunications, including laws which
regulate individuals, companies or businesses because such entities provide
communications or telecommunications services, including the provision of cable
television services or telephone services. Such counsel may also state that they
have relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by them to be responsible.
(c) At such Closing Time, the Underwriters shall have received
a signed opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Vice Chairman, General Counsel and
Secretary for the Company, in form and substance satisfactory to counsel to the
Underwriters, to the effect that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
with corporate power and
15
authority under such laws to own, lease and operate its properties and
conduct its business as described in the Prospectus.
(ii) The Company is duly qualified to transact business as a
foreign corporation and is in good standing in each other jurisdiction
in which it owns or leases property of a nature, or transacts business
of a type, that would make such qualification necessary, except where
the failure to be so qualified would not have a material adverse effect
on the Company and its subsidiaries, considered as one enterprise.
(iii) Each Material Subsidiary that is a corporation is duly
incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, with corporate power and
authority under such laws to own, lease and operate its properties and
conduct its business. Each Material Subsidiary that is a partnership is
duly organized under the laws of the jurisdiction of its organization.
(iv) The number of authorized shares of capital stock of the
Company is as set forth in the Prospectus under the heading
"Capitalization".
(v) All of the outstanding shares of capital stock of each
Material Subsidiary that is a corporation have been duly authorized and
validly issued and are fully paid and nonassessable; except as set
forth on Schedules III and IV to this Agreement or as disclosed in or
as contemplated by the Prospectus, all of such shares are owned by the
Company, directly or through one or more subsidiaries, free and clear
of any material pledge, lien, security interest, charge, claim, equity
or encumbrance of any kind; no holder thereof is subject to personal
liability under the certificate of incorporation or by-laws of the
respective Material Subsidiary or the corporation law of the
jurisdiction in which such Material Subsidiary is organized by reason
of being such a holder and none of such shares was issued in violation
of the preemptive rights of any stockholder of such Material Subsidiary
under the certificate of incorporation or by-laws of such Material
Subsidiary or the corporation law of the jurisdiction in which such
Material Subsidiary is organized.
(vi) To such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened to which the Company or
any of its subsidiaries is or may be a party, or of which any of their
properties are or may be the subject, of a character which are required
to be disclosed in the Registration Statement, the Prospectus, the 2000
Form 10-K or any Form 10-Q of the Company, other than those disclosed
therein or in any amendments thereto.
(vii) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made by the
Company prior to such Closing Time (other than the financial statements
and related schedules therein and any untrue statement or omission of a
material fact contained therein which was corrected in the Prospectus,
as to which such counsel need express no opinion), when they became
effective or were filed with the Commission, as the case may be,
complied as to form in all material respects with the requirements of
the 1934 Act and the rules and regulations of the Commission
thereunder; and he has no reason to believe that such documents,
16
considered together, as of the date of the Prospectus or as of such
Closing Time, contained or contain an untrue statement of a material
fact or omitted or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(viii) Such counsel does not know of any contracts or
documents of a character required to be described or referred to in the
Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not described, referred to or filed
as required.
(ix) To the knowledge of such counsel, no default exists in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, loan
agreement, note, lease or other agreement or instrument that is
described or referred to in the Registration Statement or the
Prospectus or filed as an exhibit to the Registration Statement or any
subsequent Form 10-Q of the Company, which default would have a
material adverse effect on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
considered as one enterprise.
(x) The execution and delivery by the Company of this
Agreement and the compliance by the Company with its obligations under
this Agreement, will not conflict with the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument (including any
franchise agreement, license, permit or other governmental
authorization granted by the FCC, The New York State Public Service
Commission on Cable Television or any other federal or New York State
governing body having jurisdiction over the Company's cable television
operations) known to such counsel to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary is
bound or to which any of the property or assets of the Company or any
Subsidiary is subject, which conflict, breach, violation or default
would have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, nor will such action result in any
violation of the provisions of the Certificate of Incorporation or
By-laws of the Company or any federal, New York or Delaware General
Corporation Law statute or any order, rule or regulation known to such
counsel of any federal, New York or Delaware court or governmental
agency or body having jurisdiction over the Company or any Subsidiary
or any of their properties, which violation in each case would have a
material adverse effect on the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, taken as
a whole; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or
body is required for the consummation by the Company of the
transactions contemplated by this Agreement, except with respect to
such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities
laws in connection with the purchase and distribution of the Shares by
the Underwriters.
(xi) All of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid
and non-assessable; and none of the
17
outstanding shares of capital stock of the Company was issued in
violation of the preemptive rights of any stockholder of the Company
under the Company's Certificate of Incorporation or By-Laws or the
Delaware General Corporation Law.
In rendering such opinion, such counsel may state that he
expresses no opinion as to any matters governed by any laws of any jurisdiction
other than the federal laws of the United States (other than federal
communications laws, as to which such counsel need express no opinion), the laws
of the State of New York and the General Corporation Law of the State of
Delaware. In giving such opinion, such counsel may rely, as to all matters
governed by the laws of any other jurisdiction, upon opinions of other counsel,
who shall be counsel satisfactory to counsel for the Underwriters, in which case
the opinion shall state that he believes the Underwriters and he are entitled to
so rely. Such counsel may also state that, insofar as such opinion involves
factual matters, he has relied upon certificates of officers of the Company and
the Subsidiaries and certificates of public officials.
(d) At such Closing Time, the Underwriters shall have received
a signed opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as
special communications counsel to the Company, in form and substance
satisfactory to counsel to the Underwriters, to the effect that:
(i) The approvals, if any, required to be obtained from the
FCC to consummate the transactions contemplated by this Agreement have
been obtained and are in full force and effect.
(ii) Such counsel does not know of any federal communications
and copyright statutes that are principally directed to the regulation
of cable properties applicable to the Company that are not described in
the Prospectus but would be material and relevant to the business of
the Company, and the descriptions in the Prospectus of such statutes
therein described are accurate and fairly summarize the information
shown.
(iii) The information in the Registration Statement and
Prospectus under the captions "Risk Factors -- Our business is subject
to extensive government regulations and changes in current or future
laws or regulations could restrict our ability to operate our business
as we currently do", "Risk Factors -- Recent FCC and Congressional
issues may effect our businesses," "Risk Factors -- Our financial
performance may be harmed by the significant and credible risk of
competition in our cable television business" and "Risk Factors -- The
Rainbow Media Group's business is limited by regulatory constraints"
and in the 2000 Form 10-K under the captions "Business -- Competition
-- Cable Television," "Business -- Regulation -- Cable Television" and
"Business -- Regulation -- Programming and Entertainment", to the
extent that such sections describe statutes, regulations and
governmental proceedings or matters involving federal communications
and copyright law and policy and the impact thereof on the business in
which the Company and its subsidiaries are engaged, has been reviewed
by them and fairly represents the communications and copyright law
described therein applicable to the Company and its subsidiaries as
disclosed in the Prospectus and material and relevant to the business
of the Company and its subsidiaries.
18
In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the District
of Columbia, the federal law of the United States and the corporate law of the
State of Delaware, upon opinions of other counsel, who shall be counsel
satisfactory to counsel for the Underwriters, in which case the opinion shall
state that they believe the Underwriters and they are entitled to so rely. Such
counsel may also state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers
of the Company and the Subsidiaries and certificates of public officials.
(e) At such Closing Time, the Underwriters shall have received
the favorable opinion, dated as of Closing Time, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇,
counsel for the Selling Stockholders and AT&T, in form and substance
satisfactory to counsel for the Underwriters, to the effect that:
(i) No filing with, or consent, approval, authorization,
license, order, registration, qualification or decree of, any U.S.
court or governmental authority or agency (other than the issuance of
the order of the Commission declaring the Registration Statement
effective and such authorizations, approvals or consents as may be
necessary under state securities laws, as to which such counsel need
express no opinion), is necessary or required to be obtained by the
Selling Stockholders or AT&T for the performance by each of the Selling
Stockholders and AT&T of its respective obligations under the
Underwriting Agreement, or in connection with the offer, sale or
delivery of the Shares by each Selling Stockholder.
(ii) The Underwriting Agreement has been duly authorized,
executed and delivered by or on behalf of each Selling Stockholder and
AT&T.
(iii) The execution, delivery and performance of the
Underwriting Agreement and the sale and delivery of the Shares and the
consummation of the transactions contemplated in the Underwriting
Agreement and in the Registration Statement and compliance by the
Selling Stockholders and AT&T with their obligations under the
Underwriting Agreement have been duly authorized by all necessary
action on the part of the Selling Stockholders and AT&T and do not and
will not, whether with or without the giving of notice or passage of
time or both, conflict with or constitute a breach of, or default under
or result in the creation or imposition of any tax, lien, charge or
encumbrance upon the Shares pursuant to, the Stockholders Agreement.
(iv) Upon payment for the Shares as provided in this
Agreement, the delivery of the Shares to Cede & Co. ("Cede") or such
other nominee as may be designated by The Depositary Trust Company
("DTC"), the registration of the Shares in the name of Cede or such
other nominee and the crediting of the Shares on the records of DTC to
security accounts in the name of such Underwriter (assuming that
neither DTC nor such Underwriter has notice of any adverse claim (as
such phrase is defined in Section 8-105 of the Uniform Commercial Code
as in effect in the State of New York (the "UCC")) to the Shares or any
security entitlement in respect thereof), (A) DTC shall be a "protected
purchaser" of the Shares within the meaning of Section 8-303 of the
UCC, (B) under Section 8-501 of the UCC, such Underwriter will acquire
a security entitlement in respect
19
of the Shares and (C) no action based on any "adverse claim" (as
defined in Section 8-102 of the UCC) to such security entitlement may
be asserted against such Underwriter.
(f) At such Closing Time, the Underwriters shall have received
the favorable opinion of Shearman & Sterling, counsel for the Underwriters,
dated as of such Closing Time, to the effect that the opinions delivered
pursuant to Sections 5(b), 5(c), 5(d) and 5(e) appear on their face to be
appropriately responsive to the requirements of this Agreement except,
specifying the same, to the extent waived by the Underwriters, and with respect
to the incorporation and legal existence of the Company, the Shares sold by the
Selling Stockholders pursuant to this Agreement, the Registration Statement, the
Prospectus, the documents incorporated by reference therein and such other
related matters as the Underwriters may require. In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware, and
no opinion as to federal or state communications laws. Such counsel may also
state that, insofar as such opinion involves factual matters, they have relied,
to the extent they deem proper, upon certificates of officers of the Company and
the Subsidiaries and certificates of public officials.
(g) At such Closing Time, (i) the Registration Statement and
the Prospectus, as they may then be amended or supplemented, shall contain all
statements that are required to be stated therein under the 1933 Act and the
1933 Act Regulations and, in all material respects, shall conform to the
requirements of the 1933 Act and the 1933 Act Regulations and neither the
Registration Statement nor the Prospectus, as they may then be amended or
supplemented, shall contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) there shall not have been, since the
respective dates as of which information is given in the Registration Statement,
any material adverse change or any development involving a prospective material
adverse change in or affecting the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as one
enterprise, (iii) the Company shall have complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
such Closing Time and (iv) the other representations and warranties of the
Company set forth in Section 1(a) shall be accurate as though expressly made at
and as of such Closing Time. At such Closing Time, the Underwriters shall have
received a certificate of the Chief Executive Officer, the President, a Vice
Chairman or a Vice President, and the Treasurer or Controller, of the Company,
dated as of such Closing Time, to such effect.
(h) At such Closing Time, the Underwriters shall have received
a certificate from each Selling Stockholder, dated as of such Closing Time, to
the effect that (i) the representations and warranties of such Selling
Stockholder set forth in Section 1(b) shall be accurate as though expressly made
at and as of such Closing Time and (ii) such Selling Stockholder shall have
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to such Closing Time.
(i) The Underwriters shall have received from KPMG LLP (i) at
the time of execution of this Agreement, a letter dated the date hereof and
delivered in accordance with Statement on Auditing Standards No. 72, as amended,
in form and substance satisfactory to the Underwriters and (ii) at each Closing
Time, a letter, dated as of such Closing Time, to the effect
20
that KPMG LLP reaffirms the statements made in the letter furnished pursuant to
Section 5(i)(i) hereof, except that the specified date referred to shall be a
date not more than five business days prior to such Closing Time.
(j) At such Closing Time, counsel for the Underwriters shall have
been furnished with all such documents, certificates and opinions as they may
reasonably request for the purpose of enabling them to pass upon the sale of the
Shares as herein contemplated and the matters referred to in Section 5(f) and in
order to evidence the accuracy and completeness of any of the representations,
warranties or statements of the Company and the Selling Stockholders, the
performance of any of the covenants of the Company and the Selling Stockholders,
or the fulfillment of any of the conditions herein contained.
(k) At the Closing Time, the Underwriters shall have received an
agreement substantially in the form of Exhibit A hereto signed by the persons
listed on Schedule V hereto.
If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by the Underwriters on notice to the Company and the
Selling Stockholders at any time at or prior to such Closing Time, and such
termination shall be without liability of any party to any other party, other
than pursuant to Section 4. Notwithstanding any such termination, the provisions
of Sections 6, 7 and 8 shall remain in effect.
Section 6. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of an untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
fees and disbursements of counsel chosen by the Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding
21
by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense
is not paid under subparagraph (i) or (ii) above;
provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by (i)
any Underwriter expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or (ii) the Selling Stockholders or AT&T, or on
behalf of the Selling Stockholders or AT&T, expressly for use in the
Registration Statement (or any amendment thereto), or any preliminary prospectus
or the prospectus (or any amendment or supplement thereto).
The foregoing indemnity with respect to any untrue statement
contained in or any omission from the preliminary prospectus, shall not inure to
the benefit of any Underwriter (or any person controlling such Underwriter) on
account of any loss, claim, damage, liability or litigation arising from the
sale of Shares to any person by such Underwriter if such Underwriter failed to
send or give a copy of the Prospectus, as the same may be supplemented or
amended, to such person within the time required by the 1933 Act, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact in such preliminary prospectus was corrected in the Prospectus,
unless such failure resulted from noncompliance by the Company with its
obligations hereunder to furnish the Underwriters with copies of the Prospectus.
(b) Each Selling Stockholder agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of an untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, but only with reference to
information relating to such Selling Stockholder or AT&T furnished in
writing by or on behalf of such Selling Stockholder or AT&T expressly for
use therein and such indemnification being limited to the amount of net
proceeds received from the sale of such Selling Stockholder's Shares by
the Underwriters;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or
22
threatened, or of any claim whatsoever based upon any such untrue
statement or omission referred to in (i) above, or any such alleged untrue
statement or omission, if any such settlement is effected with the written
consent of such Selling Stockholder; and
(iii) against any and all expense whatsoever, as incurred (including
fees and disbursements of counsel chosen by the Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission referred to in (i) above, to the extent that any such expense is
not paid under subparagraph (i) or (ii) above.
The foregoing indemnity with respect to any untrue statement
contained in or any omission from the preliminary prospectus, shall not inure to
the benefit of any Underwriter (or any person controlling such Underwriter) on
account of any loss, claim, damage, liability or litigation arising from the
sale of Shares to any person by such Underwriter if such Underwriter failed to
send or give a copy of the Prospectus, as the same may be supplemented or
amended, to such person within the time required by the 1933 Act, and the untrue
statement or alleged untrue statement or omission or alleged omission of a
material fact in such preliminary prospectus was corrected in the Prospectus.
(c) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each Selling Stockholder, the directors of the Company,
officers of the Company who signed the Registration Statement, and each person,
if any, who controls the Company or the Selling Stockholders within the meaning
of Section 15 of the 1933 Act, against any and all loss, liability, claim,
damage and expense described in the indemnity agreement in Section 6(a) or
Section 6(b), as applicable, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), any preliminary prospectus or
in the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter expressly for use in the Registration Statement (or any amendment
thereto), or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).
(d) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances.
23
(e) The provisions of this Section 6 shall not affect any
agreement between the Company, on the one hand, and the Selling Stockholders,
AT&T or AT&T Broadband LLC, on the other hand, with respect to indemnification.
Section 7. Contribution. In order to provide for just and
equitable contribution in circumstances under which the indemnity provided for
in Section 6 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company, the
Selling Stockholders and the Underwriters shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
such indemnity incurred by the Company, the Selling Stockholders and one or more
of the Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount hereunder with respect to the offering of the Shares bears to the
purchase price of the Shares, and the Company and the Selling Stockholders are
responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the ▇▇▇▇
▇▇▇) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls an Underwriter within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as such Underwriter, and each
director or officer of the Company or the Selling Stockholders and each person,
if any, who controls the Company or the Selling Stockholders within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as the
Company and the Selling Stockholders, respectively.
The contribution provisions contained in this Section 7 do not
affect any agreement between the Company, on the one hand, and the Selling
Stockholders, AT&T or AT&T Broadband LLC, on the other hand, with respect to
contribution.
Section 8. Agreements to Survive Delivery. The indemnities,
agreements and other statements of the Company, the Selling Stockholders and
AT&T or their respective officers, and of the Underwriters set forth in or made
pursuant to this Agreement will remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Company, the Selling
Stockholders, AT&T or any Underwriter or controlling person within the meaning
of Section 15 of the 1933 Act and will survive delivery of and payment for the
Shares.
Section 9. Termination of Agreement. (a) The Underwriters may
terminate this Agreement, by notice to the Company and the Selling Stockholders,
at any time at or prior to the Closing Time (i) if there has been, since the
respective dates as of which information is given in the Prospectus, any
material adverse change or any development involving a prospective material
adverse change in or affecting the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as one
enterprise, or (ii) if trading in securities of the Company or generally on the
New York Stock Exchange shall have been materially suspended or materially
limited or minimum prices shall have been established on such Exchange (which
shall not include trading suspensions or limitations resulting from the
operation of General Rules 80A and 80B of such Exchange, as amended or
supplemented), or (iii) a banking moratorium shall have been declared by either
federal or New York State authorities, or (iv) the United States shall have
become engaged in hostilities which have resulted in the declaration of a
national emergency or a declaration of war, or there shall have occurred
24
any other calamity or crisis, the effect of which (in either event) on the
financial markets of the United States is such as to make it, in the reasonable
judgment of the Underwriters, impracticable or inadvisable to proceed with the
offering or delivery of the Shares on the terms and in the manner contemplated
in the Prospectus.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 4. Notwithstanding any such termination, the
provisions of Sections 6, 7 and 8 shall remain in effect.
Section 10. Default by One or More of the Underwriters. If one or
more of the Underwriters shall fail at the Initial Closing Time or at any
Additional Closing Time to purchase the Firm Shares or Additional Shares
hereunder that it or they are obligated to purchase pursuant to this Agreement
(the "Defaulted Shares"), the Underwriters shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Shares in such amounts as may be agreed upon and upon the terms
set forth in this Agreement; if, however, the Underwriters have not completed
such arrangements within such 24-hour period, then:
a) if the aggregate number of Defaulted Shares does not
exceed 10% of the aggregate number of shares of the Firm Shares or
Additional Shares, as the case may be, to be purchased pursuant to this
Agreement, the non-defaulting Underwriters shall be obligated to purchase
the full amount thereof in the respective proportions that the number of
Firm Shares or Additional Shares set forth opposite the names of such
non-defaulting Underwriters in Schedule I bears to the total aggregate
number of Firm Shares or Additional Shares set forth opposite the names of
such non-defaulting Underwriters, or
b) if the aggregate number of Defaulted Shares exceeds 10%
of the aggregate number of the Firm Shares or Additional Shares, this
Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any
defaulting Underwriter from liability in respect of its default.
In the event of any such default that does not result in a
termination of this Agreement, the Underwriters, the Company or the Selling
Stockholders shall have the right to postpone such Closing Time for a period not
exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used
herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 10.
Section 11. Guarantee of AT&T. AT&T agrees to guarantee full
payment and complete performance of any and all obligations of the Selling
Stockholders under this Agreement.
Section 12. Notices. All notices and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
if delivered, mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be
25
directed to Banc of America Securities LLC, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇; Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, World Financial Center, North Tower,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of ▇▇▇▇ ▇▇▇▇▇▇; and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, attention
of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, notices to the Company shall be directed to it at
Cablevision Systems Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Vice Chairman, Secretary and General
Counsel, with a copy to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, attention of ▇▇▇▇ ▇. ▇▇▇▇, Esq. and notices to the Selling
Stockholders and AT&T shall be directed to them at AT&T Corp., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, attention of ▇▇▇▇▇▇ ▇▇▇▇▇, Treasurer.
Section 13. Parties. This Agreement is made solely for the benefit
of the several Underwriters, the Company, the Selling Stockholders and, to the
extent expressed, any person controlling the Company or the Selling Stockholders
or any of the Underwriters within the meaning of Section 15 of the 1933 Act, and
the directors and officers of the Company, and their respective executors,
administrators, successors and assigns and, subject to the provisions of Section
10, no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include any purchaser, as
such purchaser, from any of the several Underwriters of the Shares. All of the
obligations of the Underwriters hereunder are several and not joint.
Section 14. Governing Law and Time. This Agreement shall be
governed by the laws of the State of New York. Specified times of the day refer
to New York City time.
Section 15. Captions. The captions included in this Agreement are
included solely for convenience of reference and are not considered to be part
of this Agreement.
Section 16. Counterparts. This Agreement may be executed in one or
more counterparts and when a counterpart has been executed by each party, all
such counterparts taken together shall constitute one and the same agreement.
26
If the foregoing is in accordance with the Underwriters'
understanding of our agreement, please sign and return to us a counterpart
hereof, whereupon this instrument will become a binding agreement among the
Company, the Selling Stockholders, AT&T and the Underwriters in accordance with
its terms.
Very truly yours,
CABLEVISION SYSTEMS
CORPORATION
By
----------------------------------
Name and Title:
AT&T BROADBAND CSC II, INC.
By
----------------------------------
Name and Title:
AT&T BROADBAND CSC HOLDINGS, INC.
By
----------------------------------
Name and Title:
AT&T CORP.
By
----------------------------------
Name and Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
BANC OF AMERICA SECURITIES LLC
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
By
---------------------------------
By
----------------------------------
Name and Title:
SCHEDULE I
UNDERWRITERS
Underwriters Number of Firm
Shares to be Purchased
Banc of America Securities LLC
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
----------
Total 12,765,000
==========
Schedule I - 1
SCHEDULE II
SELLING STOCKHOLDERS
Selling Stockholder Number of Firm Number of Additional
Shares to be Sold Shares to be Sold
AT&T Broadband CSC II,
Inc.
AT&T Broadband CSC
Holdings, Inc.
---------- ---------
Total 12,765,000 1,914,750
========== =========
Schedule II - 1
SCHEDULE III
RESTRICTED SUBSIDIARIES
(* - material subsidiary)
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation
A-R Cable Services - NY, Inc.
Arsenal MSub 2 Inc.
Cablevision Area 9 Corporation
Cablevision Fairfield Corporation
Cablevision Lightpath, Inc.
Cablevision MFR, Inc.
Cablevision of Brookhaven, Inc.
Cablevision of Brookline, Inc.
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland L.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision of Connecticut Corporation
Cablevision of Connecticut Limited Partnership
Cablevision of ▇▇▇▇▇▇ County, Inc.
Cablevision of Litchfield, Inc.
Cablevision of Monmouth, Inc.
Cablevision of New Jersey, Inc.
Cablevision of Newark
Cablevision of Oakland, Inc.
Cablevision of Ossining Limited Partnership (f/k/a Cablevision of
Brookline LP)
Cablevision of Paterson, Inc.
Cablevision of Rockland/Ramapo, Inc.
Cablevision of Southern Westchester, Inc.
Cablevision of the Midwest Holding, Inc.
Cablevision of Wappingers Falls, Inc. (f/k/a Cablevision of Boston,
Inc.)
Cablevision of Warwick, Inc.
Cablevision Systems Brookline Corporation
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
* Cablevision Systems New York City Corporation (f/k/a NYC LP Corp.)
Cablevision Systems of Southern Connecticut Limited Partnership
Schedule III - 1
SCHEDULE III
RESTRICTED SUBSIDIARIES
(* - material subsidiary)
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
Communications Development Corporation
CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
CSC Acquisition Corporation
CSC Gateway Corporation
CSC TKR, Inc.
CSC TKR I, Inc.
KRC/CCC Investment Partnership
Montague Cable Company, Inc.
Petra Cablevision Corporation
Samson Cablevision Corp.
Suffolk Cable Corporation
Suffolk Cable of Shelter Island, Inc.
Suffolk Cable of Smithtown, Inc.
Telerama, Inc.
Schedule III - 2
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
AC Productions West, Inc.
AC Productions, Inc.
ACEP LLC
American Catholic Enterprises At The Movies Productions East LLC
American Catholic Enterprises Chat Productions East LLC
American Catholic Enterprises Hub Productions East LLC
American Catholic Enterprises Masters Productions East LLC
American Catholic Enterprises News Productions East LLC
American Catholic Enterprises Productions East LLC
American Catholic Enterprises Studios Productions East LLC
American Catholic LLC
AMC II Holding Corporation (1)
AMC Productions, Inc. (1)
American Movie Classics Company (1)
American Movie Classics Holding Corporation (1)
American Pop, LLC
American Sports Classics, L.L.C.
BirdSight LLC
BirdSight Productions LLC
Bravo Acquisition Company LLC
Bravo Company
Bravo Holding Corporation
Bravo II Holding Corporation
Bravo Programming, Inc.
Cable Networks, Inc.
CSC Sterling Holdings, LLC
Foxwatch Productions, Inc.
Garden Programming, L.L.C.
IFC Entertainment LLC
IFC Films LLC
IFC Productions I L.L.C.
IFC Programming, Inc.
IFC Theatres, LLC
* Madison Square Garden, L.P. (2)
Madison Square Garden CT, LLC
Maximum Science LLC
Maximum Science Productions LLC
Metro Channel, L.L.C.
Metro Channel Holdings I, LLC
Metro Channel Holdings II, LLC
Schedule IV - 1
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
Metro Channel Productions, LLC
MSG Aircraft Leasing, LLC
MSG Boxing, LLC
MSG Eden Corporation
MSG Flight Operations, LLC
MSG/TJF Scarlet Productions, LLC
MuchMusic U.S.A. Venture
National Advertising Partners
National PSNA Holdings I, LLC
National PSNA Holdings II, LLC
National Sports Partners
News ▇▇.▇▇▇, Inc. (f/k/a Neighborhood News Holdings, Inc.)
News 12 Holding Corporation
News 12 II Holding Corporation
News 12 New Jersey L.L.C.
News 12 The Bronx, LLC
News 12 The Bronx Holding Corporation
Next Wave Films, L.L.C.
New England Sea Wolves, L.L.C.
New York Rangers Enterprises Company
New York Metro LLC
Prime SportsChannel Networks Associates
Radio City Networks LLC
Radio City Networks Holdings I, LLC
Radio City Networks Holdings II, LLC
Radio City Productions, L.L.C.
Radio City Trademarks, L.L.C.
Rainbow Advertising Holdings, LLC
Rainbow Advertising Sales Corporation
Rainbow CT Holdings, Inc.
Rainbow DBS Holdings, Inc.
Rainbow Films Holding LLC
Rainbow Garden Corp.
Rainbow Media Group, LLC
* Rainbow Media Holdings, Inc.
Rainbow MM Holdings Corporation
Rainbow MM Holdings II Corporation
Rainbow National Sports Holdings, LLC
Rainbow Network Communications
Rainbow News 12 Company
Schedule IV - 2
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
Rainbow NJ Holdings, Inc.
Rainbow NJ Holdings II, Inc.
* Rainbow Regional Holdings, LLC
Rainbow Regional Sports News Holdings, LLC
Rainbow Travel, Inc.
Rainbow Westchester Holdings, Inc.
RCE Humbug Productions LLC
RCE/4KE Productions LLC
Regional Chicago Holdings, LLC
Regional Cincinnati Holdings I, LLC
Regional Cincinnati Holdings II, LLC
* Regional MSG Holdings, LLC
Regional NE Holdings I, LLC
Regional NE Holdings II, LLC
Regional Ohio Holdings I, LLC
Regional Ohio Holdings
II, LLC Regional Pacific Holdings, LLC
* Regional Programming Partners
RNC Holding Corporation
RNC II Holding Corporation
RRH I, LLC
RRH II, LLC
SC Florida Holding Company, L.L.C.
Soccer/USA Partners, L.P.
SportsChannel America Soccer, Inc.
SportsChannel Associates (2)
SportsChannel Chicago Associates
SportsChannel Cincinnati Associates
SportsChannel Florida Associates
SportsChannel Florida Holding Company L.L.C.
SportsChannel New England Limited Partnership
SportsChannel Ohio Associates
SportsChannel Pacific Associates
SportsChannel Ventures, Inc.
Sterling Digital LLC
The 31st Street Company, L.L.C.
The Independent Film Channel LLC
WE: Women's Entertainment LLC (f/k/a Romance Classics, LLC)
WE: Women's Entertainment Productions, Inc. (f/k/a Romance Classics
Productions, Inc.) (1)
WSN, LLC
Schedule IV - 3
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corp.
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Corporation
1111 ▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation
Cablevision Digital Development, LLC
* Cablevision Electronics Investments, Inc.
Cablevision Lightpath - CT, Inc.
Cablevision Lightpath - MA, Inc.
Cablevision Lightpath - MI, Inc.
Cablevision Lightpath - NJ, Inc.
Cablevision Lightpath - NY, Inc.
Cablevision Lightpath - OH, Inc.
Cablevision NYI L.L.C.
Cablevision PCS Investment, Inc.
Cablevision PCS Management, Inc.
Cablevision Real Estate Corporation
Coram Route 112 Corporation
CCG Holdings, Inc.
CCC Cobble Hill Cinema Corp.
CCC Franklin Square Cinema Corp.
CSC @Security Holding, LLC
CSC At Home Holding Corporation
CSC Charter Holdings I, Inc.
CSC Charter Holdings II, Inc.
CSC Charter Holdings III, Inc.
CSC Investments, Inc.
CSC LF Holdings, LLC
CSC Metro Cinema LLC
CSC Nassau, Inc.
CSC Ohio Holdings I, Inc.
CSC Ohio Holdings II, Inc.
CSC Ohio Holdings III, Inc.
CSC Optimum Holdings, LLC
CSC Safe Holdings, LLC
CSC T Holdings, Inc.
CSC T Holdings, I, Inc.
CSC T Holdings, II, Inc.
CSC T Holdings, III, Inc.
CSC T Holdings, IV, Inc.
Schedule IV - 4
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
CSC T Holdings, V, Inc.
CSC T Holdings VI, Inc.
CSC Technology, Inc. (f/k/a CSC Realty, Inc.)
CSC Transport, Inc.
CSC Transport II, Inc.
CSC Transport III, Inc.
CSC Transport IV, Inc.
▇▇▇▇▇▇▇ Road Corporation
Knollwood Development Corp.
NCC LP Corp.
PVI Holding, LLC
The New York Interconnect L.L.C.
U.S. Cable Television Group, L.P.
-----------------------------
1 Shares of AMC Productions, Inc., We: Women's Entertainment Productions,
Inc. and partnership interests in American Movie Classics Company held by
AMC II Holding Corporation ("AMC II") and American Movie Classics Holding
Corporation ("AMCHC") are pledged to Toronto Dominion under the terms of a
Stock Pledge Agreement, dated as of April 2, 1997, between American Movie
Classics Holding Company and Toronto Dominion (Texas), Inc., as agent for
the Banks and a Partners Pledge Agreement, dated as of April 2, 1997, by
and between AMC II and AMCHC and Toronto Dominion (Texas), Inc..
2 All of the capital stock, partnership interests or limited liability
company interests are pledged under the Credit Party Pledge Agreement,
dated as of June 6, 1997 to the Madison Square Garden, L.P. Credit
Agreement.
Schedule IV - 5
SCHEDULE V
PERSONS TO EXECUTE AND DELIVER
LOCK-UP AGREEMENT
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Schedule V - 1
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
The undersigned, being [an executive officer][a director] of Cablevision
Systems Corporation ("Cablevision"), understands that Banc of America Securities
LLC, Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriters") have entered
into (i) an underwriting agreement (the "Common Stock Secondary Underwriting
Agreement") among Cablevision, the selling stockholders named therein, AT&T
Corp. and the underwriters named therein (the "Common Stock Secondary
Underwriters") providing for the public offering of shares of Rainbow Media
Group Class A Common Stock, par value $.01 per share, of Cablevision ("Rainbow
Media Group Class A Common Stock") and (ii) an underwriting agreement (the
"Equity Trust Securities Underwriting Agreement") among Equity Securities Trust
II (the "Trust"), Cablevision, the selling stockholders named therein, AT&T
Corp. and the underwriters named therein (the "Equity Trust Securities
Underwriters") providing for the public offering of shares of beneficial
interest in the Trust. Each of Section 5(k) of the Common Stock Secondary
Underwriting Agreement and Section 10(r) of the Equity Trust Securities
Underwriting Agreement provides for the delivery of this lock-up agreement as a
condition to the closing contemplated thereby.
In connection therewith, the undersigned hereby agrees, except as set
forth in the next succeeding paragraph, not to offer, sell, contract to sell or
otherwise dispose of, or transfer, any Rainbow Media Group Class A Common Stock
or warrants, rights, options or other securities convertible into or
exchangeable for Rainbow Media Group Class A Common Stock (collectively,
"Rainbow Media Group Securities") until , 2002 without first obtaining the
written consent of Cablevision Systems Corporation and one of the Underwriters,
on behalf of the Common Stock Secondary Underwriters and the Equity Trust
Securities Underwriters.
Notwithstanding the foregoing, the undersigned may offer, sell, contract
to sell or otherwise dispose of, or transfer Rainbow Media Group Securities (i)
as a bona fide gift, (ii) as a bona fide pledge to a third party to secure
borrowings, (iii) to any trust, family limited partnership or similar entity for
the direct or indirect benefit of the undersigned or the family members of the
undersigned, provided that the trust, family limited partnership or similar
entity agrees to be bound by the restrictions set forth herein, or (iv)
following the exercise of options granted pursuant to employee benefit plans
prior to the date hereof, provided that the Rainbow Media Group Securities
offered, sold, contracted for sale, transferred or otherwise disposed of
pursuant to this clause (iv) shall be limited to those received upon exercise of
such stock options.
---------------------------------
Name:
Date: , 200
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Exhibit A
