Exhibit 8
[Execution Copy]
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into as of
February 5, 2003, by and among Cablevision Systems Corporation, a Delaware
corporation (the "Company"), the holders of the Company's Cablevision NY Group
Class B common stock listed on the signature pages hereto (each, a "Class B
Stockholder"), and Quadrangle Capital Partners LP, a Delaware limited
partnership (the "Purchaser").
WHEREAS, CSC Holdings, Inc., a Delaware corporation ("CSC
Holdings"), the Company and the Purchaser have entered into a Securities
Purchase Agreement, dated as of December 24, 2002 (the "Securities Purchase
Agreement"), providing for, among other things, the sale and issuance by CSC
Holdings to the Purchaser of 75,000 shares of the CSC Holdings' 10% Series A
Exchangeable Participating Preferred Stock, which shares are exchangeable with
the Company for shares of the Company's Cablevision NY Group Class A Common
Stock, par value $.01 per share (the "Common Stock"); and
WHEREAS, the parties hereto wish to enter into certain
agreements as provided herein.
NOW, THEREFORE, in consideration of the covenants set forth
herein, and for other good and valuable consideration, intending to be legally
bound hereby, the parties agree as follows:
1. Voting Agreement.
(a) In connection with each meeting of the stockholders
of the Company at which directors of the Company are to be elected, so long as
this Agreement is in effect and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been nominated as a director,
each Class B Stockholder agrees to Vote all of such Class B Stockholder's shares
of capital stock of the Company in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. For purposes of this
Agreement, "Vote" shall include voting in person or by proxy in favor of or
against any action, otherwise consenting or withholding consent in respect of
any action or taking other action in favor of or against any action.
(b) In connection with each meeting of stockholders of
the Company at which directors of the Company are to be elected, so long as this
Agreement is in effect, the Purchaser agrees to Vote the Purchaser's shares of
capital stock of the Company in favor of the nominees for director nominated by
the Board of Directors of the Company.
2. Termination. All rights hereunder shall terminate at
such time as the Purchaser or an Affiliated Fund (as defined in the Securities
Purchase Agreement)
beneficially own less than 50% of the number of shares of the Company's Common
Stock beneficially owned by the Purchaser on the date hereof.
3. Miscellaneous.
3.1. Modification and Waiver. No amendment or modification
of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by each of the parties hereto, No waiver
of any of the provisions of this Agreement shall be deemed to or shall
constitute a waiver of any other provisions hereof. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof.
3.2. Entire Agreement. This Agreement sets forth the
entire understanding of the parties hereto with respect to the subject matter
hereof. Any previous agreement or understandings between the parties hereto
regarding the subject matter hereof are merged into and superseded by this
Agreement.
3.3. Severability. In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.4. No Implied Rights. Nothing herein, express or
implied, is intended to or shall be construed to confer upon or give to any
person, firm, corporation or legal entity, other than the parties hereto, any
interest, rights, remedies or other benefits with respect to or in connection
with any agreement or provision contained herein or contemplated hereby.
3.5. GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES AND
CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER
JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES
OF THE STATE OF DELAWARE.
3.6. Successors and Assigns. The provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
3.7. Notices. All notices and other communications under
this Agreement shall be in writing, and shall be deemed to have been duly given
on the date of delivery if delivered personally or on the third business day
after mailing or if mailed to the party to whom notice is to be given by first
class mail, registered or certified,
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postage prepaid, return receipt requested, and addressed as follows (until any
such address is changed by notice duly given):
if to the Company, to:
Cablevision Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
if to a Class B Stockholder, to such Class B
Stockholder:
C/o Cablevision Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
with a copies (which shall not constitute notice)
to:
Debevoise & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, Esq.
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and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
c/▇ ▇▇▇▇▇ Family ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
if to Purchaser:
Quadrangle Capital Partners LP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
3.8. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, the Class B Stockholders and
the Purchaser have executed and delivered this Agreement, or a counterpart
hereof, as of the date first written above.
CABLEVISION SYSTEMS CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer &
President
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THE CLASS B STOCKHOLDERS:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ FAMILY LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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As Trustee for DC James Trust
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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As Trustee for ▇▇▇▇▇ Descendents
Trust, ▇▇▇▇▇ Grandchildren Trust,
▇▇▇▇▇ Progeny Trust, ▇▇▇▇▇ Spouse
Trust and DC ▇▇▇▇▇▇▇▇ Trust
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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As Trustee for DC Patrick Trust
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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As Trustee for ▇▇▇▇▇ Descendants
Trust, ▇▇▇▇▇ Grandchildren Trust,
▇▇▇▇▇ Progeny Trust, ▇▇▇▇▇ Spouse
Trust and DC ▇▇▇▇▇▇▇ Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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As Trustee for ▇▇ ▇▇▇▇▇▇ Trust
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
As Trustee for ▇▇▇▇▇ Descendants
Trust, ▇▇▇▇▇ Grandchildren Trust,
▇▇▇▇▇ Progeny Trust, ▇▇▇▇▇ Spouse
Trust and DC ▇▇▇▇▇▇▇▇ Trust
▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
As Trustee for ▇▇▇▇▇ Descendants
Trust, ▇▇▇▇▇ Progeny Trust, ▇▇▇▇▇
Grandchildren Trust, ▇▇▇▇▇ Spouse
Trust, DC ▇▇▇▇▇▇▇▇ Trust, DC
James Trust and CFD Trust No. 10
▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
As Trustee for DC ▇▇▇▇▇▇▇ Trust and
DC Patrick Trust
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▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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As Trustee ▇▇ ▇▇▇▇▇▇ Trust and DC
▇▇▇▇▇▇▇▇ Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
------------------------------------
As Trustee for CFD Trust ▇▇. ▇, ▇▇▇
▇▇▇▇▇ ▇▇. ▇, ▇▇▇ Trust ▇▇. ▇, ▇▇▇
▇▇▇▇▇ ▇▇. ▇, ▇▇▇ Trust No. 5 and
CFD Trust No. 6
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
As Trustee for the CFD 2001 Family
Trusts
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
As Trustee for the CFA 2001 Family
Trusts
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP, its
General Partner
By: Quadrangle GP Investors LLC, its
General Partner
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
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