August 8, 2001
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx, Vice Chairman
Re: AT&T's Cablevision Shares
Reference is hereby made to the Stockholders Agreement (the
"Stockholders Agreement"), dated as of March 4, 1998, by and among Cablevision
Systems Corporation ("Cablevision"), a Delaware corporation, AT&T Broadband, LLC
("AT&T"), a Delaware limited liability company and successor to
TeleCommunications, Inc., a Delaware corporation, and the Class B Entities.
1. INTRODUCTION. This letter agreement confirms our understanding with
respect to certain matters relating to AT&T's shares ("AT&T's CVC NY Shares") of
Cablevision's NY Group Class A Common Stock, par value $.01 per share (the "CVC
NY Common Stock"), and AT&T's shares ("AT&T's RMG Shares") of Cablevision's
Rainbow Media Group Class A Common Stock, par value $.01 per share (the "RMG
Stock"). This letter agreement will be binding when signed by Cablevision and
AT&T. Capitalized terms used herein or in Annex X attached hereto and not
otherwise defined herein or therein shall have the meaning assigned thereto in
the Stockholders Agreement.
2. AT&T'S PIGGYBACK ON UPCOMING CVC NY OFFERING. In connection with
Cablevision's upcoming offering (the "2001 CVC NY Offering"), Cablevision filed
a Registration Statement (as shall be amended from time to time, the "2001 CVC
NY Registration Statement") on Form S-3 with the Securities and Exchange
Commission on May 30, 2001, covering shares of Cablevision's CVC NY Common Stock
and Cablevision's convertible preferred stock(the "CVC NY Preferred Stock").
Cablevision hereby agrees in the 2001 CVC NY Offering to (i) include shares of
AT&T's CVC NY Shares with a value equal to $1 billion, subject to the
over-allotment and cutback provisions described below (collectively, the "AT&T
2001 CVC NY Registrable Shares") and (ii) confine its shares under the 2001 CVC
NY Registration Statement to shares of CVC NY Preferred Stock with a value equal
to $1 billion, on the terms set forth in the 2001 CVC NY Registration Statement,
subject to the over-allotment and cutback provisions described below
(collectively, the "Cablevision 2001 CVC NY Registrable Shares," and together
with the AT&T 2001 CVC NY Registrable Shares, the "2001 CVC NY Registrable
Shares").
Cablevision shall promptly file an amendment to the 2001 CVC NY
Registration Statement to cover the 2001 CVC NY Registrable Shares. Cablevision
agrees to use reasonable best efforts to effect the registration of the 2001 CVC
NY Registrable Shares no later than October 1, 2001.
If the underwriters exercise their option to acquire additional 2001
CVC NY Registrable Shares to cover over-allotments, such option shall be
satisfied by AT&T with respect to shares of CVC NY Common Stock and by
Cablevision with respect to shares of CVC NY Preferred Stock. If the
underwriters determine that it is advisable to cutback the number of 2001 CVC NY
Registrable Shares, any cutback with respect to shares of CVC NY Common Stock
shall reduce the amount that AT&T may include in the 2001 CVC NY Offering and
any cutback with respect to shares of CVC NY Preferred Stock shall reduce the
amount that Cablevision may include in the 2001 CVC NY Offering. No shares other
than the 2001 CVC NY Registrable Shares shall be included in the 2001 CVC NY
Offering.
AT&T shall not engage in any transactions, directly or indirectly,
involving CVC NY 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 CVC NY Common Stock, including, without limitation, a
security of AT&T Corp. exchangeable into CVC NY Common Stock, any derivative
security of the CVC NY Common Stock or any other type of security in a
monetization transaction of AT&T's CVC NY Shares from the date hereof until the
closing of the 2001 CVC NY Offering (or such earlier time that Cablevision
abandons or otherwise decides not to proceed with the 2001 CVC NY Offering) and
thereafter for a period of 180 days from the closing of the 2001 CVC NY Offering
(the "2001 CVC NY Offering Lock-up Period"), provided that the 2001 CVC NY
Offering closes no later than October 1, 2001 (the "2001 CVC NY Lock-up"). The
2001 CVC NY Lock-up is not intended to apply to the RMG Stock. Except as set
forth below, AT&T shall be subject to the 2001 CVC NY Lock-up regardless of
whether AT&T decides to withdraw its shares from the 2001 CVC NY Offering (which
right to withdraw its shares from the 2001 CVC NY Offering AT&T retains until
such time as AT&T has sold its shares in the 2001 CVC NY Offering).
Notwithstanding the foregoing, AT&T shall not be subject to the 2001 CVC NY
Lock-up if (i) the net proceeds that AT&T would be able to obtain in the 2001
CVC NY Offering is less than $800 million and (ii) AT&T decides not to proceed
with the offering of its shares in the 2001 CVC NY Offering. In such case, AT&T
may proceed with its demand registration request delivered on April 4, 2001
(which request had been blacked out in connection with the 2001 CVC NY
Offering). Cablevision's blackout/lock-up of AT&T shall in any event expire
under item (iii) of the Blackout Rights of Annex A no later than November 5,
2001 unless AT&T is then subject to the 2001 CVC NY Lock-up. Furthermore,
notwithstanding the 2001 CVC NY Lock-up, AT&T may transfer its CVC NY Common
Stock in whole or in part to (i) AT&T Corp., (ii) one or more wholly-owned
subsidiaries of AT&T Corp., (iii) any trust which is beneficially wholly-owned
by AT&T Corp. or one or more wholly-owned subsidiaries of AT&T Corp., or (iv)
three or fewer Persons 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 transferee pursuant to the preceding
sentence shall comply with the lock-up restrictions described in this paragraph
and shall enter into a written agreement to the foregoing effect. Nothing in
this paragraph shall limit AT&T or any transferee from participating
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in a take-over, business combination, tender offer or similar transaction,
provided such transaction is approved by Cablevision's Board of Directors. The
foregoing lock-up restrictions are in lieu of and supercede the lock-up
provisions in Annex A of the Stockholders Agreement with respect to the 2001 CVC
NY Offering, but are not in derogation of any other provisions of the
Stockholders Agreement.
3. AT&T'S RMG SHARES. At AT&T's request, Cablevision hereby agrees to
register for offering and sale AT&T's RMG Shares, in an amount determined by
AT&T equal to or in excess of 4,000,000 shares in accordance with the
registration rights set forth under Demand Registration, Registration Expenses,
Underwriters, Indemnification and Further Actions in Annex X, except as set
forth herein (and excluding and superceding for such offering the other sections
of Annex X, including, without limitation, the Lock-up Provision and Blackout
Rights of Annex X, but not in derogation of any other provisions of the
Stockholders Agreement) and with the economic terms of the offering determined
by AT&T, including, without limitation, price and underwriting fees and
commissions (the "2001 RMG Offering"). For avoidance of doubt, AT&T may include
in such offering 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 RMG Stock, including, without limitation, a security of AT&T Corp.
exchangeable into RMG Stock, any derivative security of the RMG Stock or any
other type of security in a monetization transaction of AT&T's RMG Shares
(together with AT&T's RMG Shares, the "AT&T RMG Registrable Shares"), provided
that Cablevision's only responsibility shall be for the registration relating to
AT&T's RMG Shares underlying, issuable with respect to or otherwise relating to
the AT&T RMG Registrable Shares. No shares other than the AT&T RMG Registrable
Shares shall be included in the 2001 RMG Offering, except to the extent that
both lead underwriters determine in their reasonable good faith judgment that
those other shares can be included in the 2001 RMG Offering without limiting the
number of shares of RMG Stock that AT&T is able to sell nor reducing the price
of such shares of RMG Stock in the 2001 RMG Offering. Cablevision shall use
reasonable best efforts to file a registration statement (the "2001 RMG
Registration Statement") on Form S-3 with the Securities and Exchange Commission
covering AT&T's RMG Registrable Shares by no later than October 1, 2001.
Cablevision agrees to use reasonable best efforts to effect the registration (i)
as soon thereafter as practicable and (ii) by November 30, 2001. Notwithstanding
the foregoing, AT&T may delay the effective date of the 2001 RMG Offering by up
to 60 days to no later than January 29, 2002 in response to market conditions,
in which event clause (ii) of the preceding sentence shall not be applicable and
Cablevision shall have its blackout rights set forth in Annex X provided that
Cablevision may only suspend the 2001 RMG Offering one time for up to 60 days.
AT&T and Cablevision agree that each shall select one of the two co-book running
underwriters that shall lead such registration and the co-book running
underwriter selected by Cablevision shall act as the stabilization agent for the
2001 RMG Offering. Cablevision agrees to provide full marketing support for the
2001 RMG Offering, including, without limitation, active participation of RMG's
or Cablevision's senior management in a road show. If required by both
underwriters of the 2001 RMG Offering, AT&T shall not engage in any
transactions, directly or indirectly, involving RMG Stock or any securities the
value of which in whole or in part relates to or is based
3
upon or which is exchangeable for or convertible into in whole or in part RMG
Stock, including, without limitation, a security of AT&T Corp. exchangeable into
RMG Stock, any derivative security of the RMG Stock or any other type of
security in a monetization transaction of AT&T's RMG Shares for a period of up
to 90 days, from the closing of the 2001 RMG Offering. The lock-up restrictions
described in this paragraph are not intended to apply to the CVC NY Common
Stock. Notwithstanding the foregoing, AT&T may transfer its RMG Stock in whole
or in part to (i) AT&T Corp., (ii) one or more wholly-owned subsidiaries of AT&T
Corp., (iii) any trust which is beneficially wholly-owned by AT&T Corp. or one
or more wholly-owned subsidiaries of AT&T Corp., or (iv) three or fewer Persons
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
transferee pursuant to the preceding sentence shall comply with the lock-up
restrictions described in this paragraph and shall enter into a written
agreement to the foregoing 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
Cablevision's Board of Directors. Except as otherwise set forth herein, this
paragraph is not in derogation of the Stockholders Agreement.
Following the later of the closing of the 2001 RMG Offering and the
date on which AT&T (and its Permitted Transferees) cease to beneficially own 10%
or more of the outstanding RMG Stock, on a fully diluted basis, Sections 5, 6,
8, 9 and 10 of the Stockholders Agreement and Annex X (other than the lock-up
restrictions described in the preceding paragraph) as they apply to RMG Stock
shall terminate. For purposes of the preceding sentence, AT&T shall be
considered no longer to beneficially own shares of RMG Stock if AT&T has
monetized such shares, whether through a mandatory exchangeable instrument, a
derivative security or otherwise; provided that if AT&T reacquires beneficial
ownership of such shares, without such shares being subject to such monetization
or a new or successor monetization, AT&T will thereafter again be considered to
beneficially own such shares for purposes of the preceding sentence.
In the event AT&T decides not to proceed with the 2001 RMG Offering or
decides not to sell all of AT&T's RMG Shares in the 2001 RMG Offering, AT&T will
have the registration rights on the terms set forth in Annex X attached hereto
with respect to AT&T's RMG Shares.
4. AT&T'S 2002 CVC NY OFFERING. At AT&T's request, Cablevision hereby
agrees to use reasonable best efforts to register for offering and sale AT&T's
CVC NY Shares, in an amount determined by AT&T equal to or in excess of
2,000,000 shares in accordance with the registration rights set forth under
Demand Registration, Registration Expenses, Underwriters, Indemnification and
Further Actions in Annex A, except as set forth herein (and excluding and
superceding for such offering the other sections of Annex A, including, without
limitation, the Lock-up Provision and Blackout Rights of Annex A, but not in
derogation of any other provisions of the Stockholders Agreement) and with
4
the economic terms of the offering determined by AT&T, including, without
limitation, price and underwriting fees and commissions, as soon as practicable
after the expiration of the 2001 CVC NY Offering Lock-up Period (the "2002 CVC
NY Offering"). For avoidance of doubt, AT&T may include in such offering 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 CVC NY Common
Stock, including, without limitation, a security of AT&T Corp. exchangeable into
CVC NY Common Stock, any derivative security of the CVC NY Common Stock or any
other type of security in a monetization transaction of AT&T's CVC NY Shares
(together with AT&T's CVC NY Shares, the "AT&T 2002 CVC NY Registrable Shares"),
provided that Cablevision's only responsibility shall be for the registration
relating to AT&T's CVC NY Shares underlying, issuable with respect to or
otherwise relating to the AT&T 2002 CVC NY Registrable Shares. No shares other
than the AT&T 2002 CVC NY Registrable Shares shall be included in the 2002 CVC
NY Offering. Cablevision shall use reasonable best efforts to file a
registration statement (the "2002 CVC NY Registration Statement") on Form S-3
with the Securities and Exchange Commission covering AT&T's 2002 CVC NY
Registrable Shares by no later than March 15, 2002. Cablevision agrees to use
reasonable best efforts to effect the registration (i) as soon thereafter as
practicable after the expiration of the 2001 CVC NY Offering Lock-up Period and
(ii) by April 30, 2002. Notwithstanding the foregoing, AT&T may delay the
effective date of the 2002 CVC NY Offering by up to 60 days to no later than
June 28, 2002 in response to market conditions, in which event clause (ii) of
the preceding sentence shall not be applicable and Cablevision shall have its
blackout rights set forth in Annex A provided that Cablevision may only suspend
the 2002 CVC NY Offering one time for up to 60 days. AT&T and Cablevision shall
each be entitled to select one of the two co-book running underwriters that
shall lead such registration and the co-book running underwriter selected by
Cablevision shall act as the stabilization agent for the 2002 CVC NY Offering.
Cablevision agrees to provide full marketing support for the 2002 CVC NY
Offering, including, without limitation, active participation of Cablevision's
senior management in a road show. If required by both underwriters of the 2002
CVC NY Offering, AT&T shall not engage in any transactions, directly or
indirectly, involving CVC NY 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 CVC NY Common Stock, including, without
limitation, a security of AT&T Corp. exchangeable into CVC NY Common Stock, any
derivative security of the CVC NY Common Stock or any other type of security in
a monetization transaction of AT&T's CVC NY Shares for a period of up to 90
days, from the closing of the 2002 CVC NY Offering. The lock-up restrictions
described in this paragraph are not intended to apply to the RMG Stock.
Notwithstanding the foregoing, AT&T may transfer its CVC NY Common Stock in
whole or in part to (i) AT&T Corp., (ii) one or more wholly-owned subsidiaries
of AT&T Corp., (iii) any trust which is beneficially wholly-owned by AT&T Corp.
or one or more wholly-owned subsidiaries of AT&T Corp., or (iv) three or fewer
Persons that have significant communications operations, including, without
limitation, telecommunications and/or cable operations, and/or media operations,
including, without limitations entertainment operations, in private transfers.
Any transferee pursuant to the preceding sentence shall comply with the lock-up
restrictions described in this paragraph and shall enter into a
5
written agreement to the foregoing 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
Cablevision's Board of Directors. Except as otherwise set forth herein, this
paragraph is not in derogation of the Stockholders Agreement.
Following the later of the closing of the 2002 CVC NY Offering and the
date on which AT&T (and its Permitted Transferees) cease to beneficially own 10%
or more of the outstanding CVC NY Common Stock, on a fully diluted basis, the
Stockholders Agreement, including, without limitation, Annex A (other than
Section 14(a), Section 15, Annex X (which Annex shall be governed by Section 3
hereof) and the lock-up restrictions described in the preceding paragraph) shall
terminate. For purposes of the preceding sentence, AT&T shall be considered no
longer to beneficially own shares of CVC NY Common Stock if AT&T has monetized
such shares, whether through a mandatory exchangeable instrument, a derivative
security or otherwise; provided that if AT&T reacquires beneficial ownership of
such shares, without such shares being subject to such monetization or a new or
successor monetization, AT&T will thereafter again be considered to beneficially
own such shares for purposes of the preceding sentence.
5. GENERAL. AT&T retains the right to withdraw any of its shares from
the 2001 RMG Offering and/or the 2002 CVC NY Offering until such time as AT&T
has sold its shares in such offering. All references to share numbers shall be
subject to appropriate adjustments for any stock splits, stock dividends,
recapitalization or similar transactions.
6. MISCELLANEOUS. The Miscellaneous provisions of the Stockholders
Agreement (Section 16) shall apply to and be incorporated into this letter
agreement. Except as amended hereby and in Annex X hereto, the Stockholders
Agreement, including, without limitation Annex A thereto, shall remain in full
force and effect. AT&T may transfer or assign its registration rights in this
letter agreement in connection with any transfer in whole or in part of AT&T's
CVC NY Shares and/or AT&T's RMG Shares to a Permitted Transferee or a transferee
under Section 6(b) or 6(g) of the Stockholders Agreement, provided that any such
transferee shall be bound by the terms hereof and shall enter into a written
agreement to that effect and, with respect to Cablevision, all such transferees
must act as one investor with respect to each of AT&T's CVC NY Shares and AT&T's
RMG Shares. Section 6(h) of the Stockholders Agreement shall apply to a Transfer
of all (but not less than all) of AT&T's CVC NY Shares and/or all (but not less
than all) of AT&T's RMG Shares that are Beneficially Owned by AT&T. Cablevision
and AT&T will consult with each other in issuing any press release or otherwise
making public statements with respect to the transactions contemplated by this
letter agreement and will work together to communicate to the public AT&T's and
Cablevision's agreed disposition plan.
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If the foregoing reflects our agreement, please sign and return the
duplicate copy of this letter agreement to the undersigned.
Sincerely,
AT&T BROADBAND, LLC
By: /s/ Xxxxx X. Xxxxx for X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx, Assistant
Treasurer, AT&T for
Xxxxxx X. Xxxxx
Title: Treasurer
Acknowledge and Agreed to:
Cablevision Systems Corporation
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice Chairman
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EXECUTION COPY
ANNEX X
REGISTRATION RIGHTS
-------------------
The Shares of RMG Stock that are Beneficially Owned by AT&T or a Permitted
Transferee of AT&T or a transferee under Section 6(b) or 6(g) (collectively, the
"RMG Investor") from time to time are hereinafter referred to as the "RMG
Registrable Securities" and shall have the benefit of the following registration
rights. For avoidance of doubt, RMG Registrable Securities shall include 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 RMG Stock,
including, without limitation, a security of the RMG Investor exchangeable into
RMG Stock, any derivative security of the RMG Stock or any other type of
security in a monetization transaction of the RMG Investor's RMG Stock, provided
that Parent's only responsibility shall be for the registration relating to
shares of the RMG Stock Beneficially Owned by the RMG Investor underlying,
issuable with respect to or otherwise relating to the RMG Registrable
Securities.
Demand
Registration: The RMG Investor may request, by written notice to Parent, that
Parent file a registration statement registering for offering and
sale RMG Registrable Securities in an amount equal to or in excess
of 4,000,000 RMG Shares or, if less, the RMG Shares then
Beneficially Owned by the RMG Investor and any transferees with
rights hereunder in an underwritten public offering (a "RMG Demand
Registration"). Parent will use its reasonable best efforts to
file a registration statement on an appropriate form with the SEC
covering the RMG Registrable Securities for which registration was
so requested within 30 days of Parent's receipt of such request,
subject to Parent's blackout rights described below, and shall use
its reasonable best efforts to cause such registration statement
to be declared effective as soon thereafter as practicable. In
addition, Parent shall amend or supplement such registration
statement so that the RMG Investor may use such registration
statement and the related prospectus in connection with an
underwritten offering of such RMG Registrable Securities for 90
days from the effective date of such registration statement,
subject to Parent's blackout rights described below. Parent agrees
to keep the RMG Demand Registration effective for such 90-day
period and, after the expiration of such 90-day period, may
deregister the RMG Registrable Securities registered thereon.
Parent shall not be obligated to effect more than one RMG Demand
Registration for the Investor in each of the years following the
date that the RMG Shares were initially distributed to the
Cablevision stockholders. Notwithstanding the foregoing, if the
RMG Investor has requested a sale of RMG Registrable Securities
pursuant to Section 3 of the Letter of Understanding, dated August
8, 2001, the RMG Investor may not make another request for an RMG
Demand Registration until after October 1, 2002 (unless such sale
is not consummated for any reason other than AT&T's decision to
not to proceed with such offering).
X-1
Piggy-back
Registration: The RMG Investor shall be entitled to "piggy-back" registration
rights on any registrations of RMG Shares registering for offering
and sale at least $100 million of RMG Shares (based upon the
market value thereof on the date of filing), other than a
registration on Form S-8, Form S-4 or any successors to such forms
(a "RMG Piggy-back Registration"), subject to the cutback
provisions described below.
Registration
Expenses: The RMG Investor will pay a proportional amount (based
upon the number of shares registered by the RMG Investor) of
any and all fees and expenses in a RMG Piggy-back
Registration; provided, that the RMG Investor will not be
responsible for counsel expenses of other selling
stockholders. In a RMG Demand Registration, Parent will pay
any and all fees and expenses; provided that Parent will not be
responsible for the counsel expenses of the RMG Investor or any
underwriting fees and commissions for the RMG Shares sold by
the RMG Investor.
Underwriters: In case of any RMG Demand Registration or RMG Piggy-back
Registration, Parent shall select the underwriter or underwriters
that shall manage or lead such registration. The RMG Investor
shall not be entitled to participate in any underwritten offering
unless and until the RMG Investor has entered into an underwriting
or other agreement with such underwriter or underwriters in such
form as Parent and such underwriter or underwriters shall
determine.
In addition, in connection with any underwritten offering proposed
by the RMG Investor hereunder, Parent shall enter into an
underwriting or other agreement with the underwriters thereof
containing customary representations, warranties, covenants,
indemnities and other terms.
Transfer of
Registration
Rights: The RMG Investor may transfer or assign its registration rights in
connection with any Transfer of RMG Registrable Securities to a
Permitted Transferee or a transferee under Section 6(b) or 6(g);
provided, that any such transferee shall agree to be bound by the
terms hereof relating to RMG Shares or securities convertible or
exchangeable for RMG Shares and, with respect to Parent, all of
such transferees must act as one RMG Investor hereunder.
Lock-Up
Provision: The RMG Investor will not engage in transactions involving
Parent's RMG equity securities, including by commencing
any public offering of
X-2
Parent's RMG equity securities or by causing a RMG Demand
Registration, for a period not to exceed 180 days after the
effective date of any Parent RMG registration statement that is
equal to the shortest period that such restriction is made
applicable to any director, officer or Affiliate of Parent.
Blackout
Rights: Upon written notice to the RMG Investor, Parent may suspend the
RMG Investor's right to sell RMG Registrable Securities under a
registration statement or temporarily refuse to proceed with a RMG
Demand Registration under the following circumstances: (a) Parent
reasonably believes that the use of such registration statement
would require disclosure of a material corporate development not
otherwise required to be disclosed that Parent has a valid
business purpose for not disclosing, (b) Parent is in the process
of making, or preparing to make, a registered offering of
securities and Parent reasonably deems it advisable to temporarily
discontinue disposition of RMG Registrable Securities or (c)
Parent reasonably believes that disposition of RMG Registrable
Securities at such time would have a material adverse effect on
Parent. Parent shall notify the RMG Investor immediately upon the
conditions in clause (a) or (c) above ceasing to exist, at which
time such suspension shall terminate. Notwithstanding the
foregoing, (i) the maximum period in which Parent can suspend the
RMG Investor's rights under clauses (a), (b) and (c) above is 60
days on any single occasion and 145 consecutive days in any
one-year period, (ii) Parent may not suspend such rights more than
three times in any one-year period commencing after the date that
the RMG Demand Registration becomes effective and (iii) the RMG
Investor shall in any event, taking into account the blackout
rights and lock-up provisions set forth herein, be entitled to 180
days in any one-year period (commencing on or after October 1,
2001 if the RMG Investor does not sell RMG Registrable Securities
pursuant to Section 3 of the Letter of Understanding, dated August
8, 2001 and commencing on or after October 1, 2002 if the RMG
Investor sells RMG Registrable Securities pursuant to Section 3 of
the Letter of Understanding, dated July 31, 2001) that are not
subject to any blackout or lockup. The RMG Investor's rights
hereunder may not be suspended unless corresponding rights of
other stockholders are similarly suspended.
Cutback In the event that the RMG Investor, Parent and/or any
Rights: stockholder or Affiliate of Parent are participating in an
underwritten RMG equity offering and the managing or lead
underwriter or underwriters thereof shall determine in its or
their reasonable good faith judgment that it cannot sell, or that
it would not be advisable to sell, all the RMG Shares desired to
be sold, then the number of RMG Shares that each such Person may
have included shall be reduced according to the following
X-3
terms until the managing or lead underwriter or underwriters shall
believe that the remaining RMG Shares can be sold and it would not
be inadvisable to sell such number of RMG Shares:
(a) in the event that the offering in question includes a
primary offering of RMG Shares by Xxxxxx, then the number of
RMG Shares that Parent may have included shall not be reduced
and the number of RMG Shares which the RMG Investor and any
other Persons may have included shall be reduced pro rata in
proportion to the total number of RMG Shares sought to be
included by each such Person, and
(b) in the event that the offering in question does not
include a primary offering of RMG Shares by Parent, then the
number of shares that the RMG Investor and any other Persons
may have included shall be reduced pro rata in proportion to
the total number of RMG Shares sought to be included by each
such Person.
Indemnification:
Parent will indemnify the RMG Investor and the RMG Investor's
officers, directors and controlling persons against any losses,
claims, damages, expenses or liabilities incurred by the RMG
Investor arising out of, or based upon, any untrue statement or
alleged untrue statement of a material fact contained in any
registration statement or prospectus or amendment or supplement
thereto, including any document incorporated by reference therein,
or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
provided, that Parent shall not be liable to the extent that any
loss, claim, damage, expense or liability arises out of
information supplied in writing by the RMG Investor or any of its
Affiliates or Associates for use in any registration statement or
prospectus or amendment or supplement thereto, including any
document incorporated by reference therein. The RMG Investor shall
indemnify Parent and Parent's officers, directors and controlling
persons against any losses, claims, damages, expenses or
liabilities incurred by Parent arising out of, or based upon, any
untrue statement or alleged untrue statement of a material fact
relating to the RMG Investor contained in any registration
statement or prospectus or amendment or supplement thereto,
including any document incorporated by reference therein, which
information was supplied in writing by the Investor or any of its
Affiliates or Associates for use in any registration statement or
prospectus or amendment or supplement thereto, or the omission or
alleged omission therefrom of a material fact relating to the RMG
Investor necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
X-4
Promptly after receipt by an indemnified party under the preceding
paragraph of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such paragraph, notify
the indemnifying party in writing of the commencement thereof; but
the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action
shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any
legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or
claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any
indemnified party.
Termination of
RMG
Registration
Rights: The RMG Investor's registration rights hereunder will
automatically expire with no action by either Parent or the RMG
Investor if and at the time that the RMG Investor is able to sell
all of its RMG Registrable Securities in any 90-day period
pursuant to Rule 144 or any successor exemption under the
Securities Act.
Further
Actions: In connection with sales of RMG Registrable Securities by the
Investor, Parent shall take such further actions as are
customarily required of issuers providing registration rights,
including using its reasonable best efforts to (i) list the shares
on the principal securities exchanges or
X-5
markets on which or in which the outstanding securities of the
same class are listed or traded, (ii) obtain any required
clearance with state securities regulators, (iii) file Exchange
Act reports on a timely basis, (iv) make available for inspection
corporate documents at reasonable times, (v) participate in a
reasonable number of management due diligence sessions at
reasonable times (but Parent's management shall not be required to
travel outside of the metropolitan area in which its principal
executive offices are located) and (vi) furnish copies of required
prospectuses, in each case, at the expense of the RMG Investor.
Savings
Clause: The registration rights granted here under are subject in all
respects to the rights granted to Cablevision Systems Company and
CSC Holdings Company pursuant to the Registration Rights
Agreements, each dated January 27, 1986, between CSC and each of
such parties as in effect on the date of the Merger Agreement,
true and complete copies of which have been provided to the
Company.
Annex A: Annex A to the Stockholders Agreement is hereby amended so that
such Annex applies to the CVC NY Common Stock (and not the RMG
Stock), with references to "Registrable Securities" being to
"CVC NY Registrable Securities," which shall include 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 CVC NY Common Stock, including, without
limitation, a security of the Investor exchangeable into CVC NY
Common Stock, any derivative security of the CVC NY Common
Stock or any other type of security in a monetization
transaction of the Investor's CVC NY Common Stock, provided
that Parent's only responsibility shall be for the registration
relating to shares of the CVC NY Common Stock Beneficially
Owned by the Investor underlying, issuable with respect to or
otherwise relating to the CVC NY Registrable Securities.
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