Exhibit 10.42
[Execution Copy]
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT (this "AGREEMENT") is entered into as of
October 6, 2000, by and among Cablevision Systems Corporation, a Delaware
corporation (including any successor pursuant to this Agreement, "CABLEVISION"),
CSC Holdings, Inc., a Delaware corporation (including any successor pursuant to
this Agreement, "CSC HOLDINGS"), a wholly-owned subsidiary of Cablevision,
National Broadcasting Company, Inc., a Delaware corporation ("NBC"), and
NBC-Rainbow Holding, Inc., a Delaware corporation (including any successor
pursuant to this Agreement, "NBC-RAINBOW"), a wholly-owned subsidiary of NBC.
WHEREAS, CSC Holdings and NBC-Rainbow are the stockholders of Rainbow
Media Holdings, Inc., a Delaware corporation (including any successor thereto,
"RAINBOW MEDIA HOLDINGS");
WHEREAS, in connection with the filing of Rainbow Media Holdings'
Amended and Restated Certificate of Incorporation, Cablevision, CSC Holdings,
NBC and NBC- Rainbow desire to enter into this Agreement to provide for certain
rights and obligations of NBC-Rainbow with respect to any capital stock of
Cablevision or Rainbow Media Holdings held by NBC-Rainbow or any Affiliate or
Associate (as defined below) of NBC-Rainbow, including NBC-Rainbow's right to
exchange such capital stock with CSC Holdings for capital stock of Cablevision;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. CERTAIN DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the following meanings:
"AFFILIATE" and "ASSOCIATE" when used with reference to any Person
shall have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act
as in effect of the date hereof; PROVIDED, that Cablevision and its Subsidiaries
and the officers and directors of Cablevision and its Subsidiaries shall not,
solely as a result of holding such office of Cablevision or any of
its Subsidiaries, be deemed Affiliates or Associates of NBC- Rainbow for
purposes of this Agreement.
A Person shall be deemed the "BENEFICIAL OWNER", and to have
"BENEFICIAL OWNERSHIP" of, and to "BENEFICIALLY OWN," any securities as to which
such Person is or may be deemed to be the beneficial owner pursuant to Rule
13d-3 and 13d-5 under the Exchange Act, as such rules are in effect on the date
of this Agreement, as well as any securities as to which such Person has the
right to become Beneficial Owner (whether such right is exercisable immediately
or only after the passage of time or the occurrence of conditions) pursuant to
any agreement, arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with respect to a BONA
FIDE public offering of securities), or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise; PROVIDED, HOWEVER,
that no Person shall be deemed the "Beneficial Owner" or to have "Beneficial
Ownership" of, or to "Beneficially Own," any Shares solely by virtue of the
rights set forth in Section 8 hereof; and PROVIDED, FURTHER, that a Person shall
not be deemed the "Beneficial Owner", or to have "Beneficial Ownership" of, or
to "Beneficially Own", any Shares (i) solely because such Shares have been
tendered pursuant to a tender or exchange offer made by such Person, or any of
such Person's Affiliates or Associates, until such tendered Shares are accepted
for payment or exchange or (ii) solely because such Person, or any of such
Person's Affiliates or Associates, has or shares the power to vote or direct the
voting of such Shares pursuant to a revocable proxy given in response to a
public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Exchange Act, except if such
power (or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Exchange Act (or any similar provision of a comparable or
successor report). For purposes of this Agreement, in determining the percentage
of the outstanding Shares with respect to which a Person is the Beneficial
Owner, all Shares as to which such Person is deemed the Beneficial Owner shall
be deemed outstanding.
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"BOARD" shall mean the Board of Directors of Cablevision.
"BUSINESS DAY" means a day other than a Saturday, Sunday, national or
New York State holiday or other day on which commercial banks in New York City
are authorized or required by law to close.
"CABLEVISION CLASS A SHARES" shall mean collectively Cablevision NY
Group Class A Shares and Rainbow Media Group Class A Shares.
"CABLEVISION NY GROUP CLASS A SHARES" shall mean shares of Cablevision
NY Group Class A Common Stock, par value $.01 per share (or such other class or
series of capital stock of Cablevision into which the Cablevision NY Group Class
A Common Stock, par value $.01 per share, has been converted).
"CABLEVISION SHARES" shall mean any shares of capital stock of
Cablevision.
"CHANGE OF CONTROL" shall mean, with respect to NBC-Rainbow, any
transaction or series of transactions pursuant to which any Person (other than
NBC or a wholly- owned subsidiary of NBC) becomes the Beneficial Owner of Voting
Securities of NBC-Rainbow that have the power to cast at least 50% of the votes
entitled to be cast in elections of directors (or similar officials) of
NBC-Rainbow.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"CONTRACT" shall mean any agreement, lease, license, franchise, permit,
concession, contract, note, mortgage, indenture, arrangement or other
obligation.
"CONTROLLED SUBSIDIARY" shall mean, with respect to any Person, a
Subsidiary at least a majority of the Voting Securities and other equity
interests of which are owned, directly or indirectly, by such Person.
"DISPOSITION" means a sale or other disposition (whether by merger,
consolidation, sale or otherwise but
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not in a financing transaction) to one or more persons or entities, in one
transaction or a series of related transaction.
"DISTRIBUTION" shall mean the transaction by which Cablevision
distributes to its stockholders Rainbow Media Group Class A Shares and Rainbow
Media Group Class B Shares on a one-for-two basis and otherwise on the terms set
forth in the Proxy Statement.
"EXCHANGE" has the meaning set forth in Section 4(a).
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"EXCHANGE RATE" has the meaning set forth in Section 4(a).
"EXCHANGE TERMINATION DATE" shall mean the earlier of (i) December 31,
2009 and (ii) the Business Day prior to the happening of a Rainbow Media
Holdings Capital Transaction.
"GOVERNMENTAL ENTITY" shall mean any governmental, regulatory or
self-regulatory (including a sports league) authority, agency, commission, body
or other governmental entity.
"GROUP" shall have the meaning assigned to such term in Rule 13d-5
under the Exchange Act as in effect on the date hereof.
"LAW" shall mean any federal, state, local or foreign law, statute,
ordinance, rule, regulation, judgment, order, injunction, decree, arbitration
award, agency requirement, franchise, license or permit of any Governmental
Entity.
"LIEN" means any mortgage, pledge, lien, deed of trust, hypothecation,
claim, security interest, title defect, encumbrance, burden, tax lien (as used
in Section 6321 of the Code or similarly by any state, local or foreign tax
authority), charge or other similar
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restriction, title retention agreement, option, easement, covenant, encroachment
or other adverse claim.
"MINORITY SHARES" shall mean the Cablevision Class A Shares that are
Beneficially Owned by Minority Stockholders.
"MINORITY STOCKHOLDERS" shall mean the Beneficial Owners of Cablevision
Class A Shares who (i) are not NBC- Rainbow or its Affiliates or Associates,
(ii) are not members of a Group of which NBC-Rainbow or its Affiliates or
Associates are members with respect to Cablevision Class A Shares, (iii) are not
owned by AT&T Corp. or its Affiliates or Associates, and (iv) are not members of
a Group of which AT&T Corp. or its Affiliates or Associates are members with
respect to Cablevision Class A Shares.
"ORIGINAL BLOCK" shall mean 44,670,681 Rainbow Media Group Class A
Shares, as such amount may be adjusted to give effect to stock splits or
subdivisions, stock dividends or the like.
"PERMITTED TRANSFEREE" shall mean a permitted transferee under Section
7(c).
"PERSON" shall mean any individual, corporation (including
not-for-profit), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, Governmental Entity or
other entity of any kind or nature.
"PROXY STATEMENT" shall mean Cablevision's Definitive Proxy Statement
for the Special Meeting of Stockholders to be held to approve, among other
things, an amended and restated certificate of incorporation of Cablevision
necessary to permit the Distribution.
"RAINBOW MEDIA GROUP" shall have the meaning given to such term from
time to time in Cablevision's Amended and Restated Certificate of Incorporation.
"RAINBOW MEDIA GROUP CLASS A SHARES" shall mean shares of Cablevision's
Rainbow Media Group Class A Common Stock, par value $.01 per share (or such
other
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class or series of capital stock of Cablevision into which the Rainbow Media
Group Class A Common Stock, par value $.01 per share, has been converted).
"RAINBOW MEDIA HOLDINGS CAPITAL TRANSACTION" shall mean the occurrence
of any of the following events:
(i) the Disposition of all or substantially all of the assets
of the Rainbow Media Group, directly or indirectly, including by the
sale, assignment, transfer or other disposition of the capital stock of
Rainbow Media Holdings or the merger of Rainbow Media Holdings with or
into another Person (that is not a wholly-owned Subsidiary of Rainbow
Media Holdings or Cablevision), followed in each case by a distribution
to Rainbow Media Holdings stockholders; and
(ii) a spin-off of the Rainbow Media Group or Rainbow Media
Holdings, in either case in its entirety, to Cablevision stockholders.
"RAINBOW MEDIA HOLDINGS CLASS A SHARES" shall mean shares of Rainbow
Media Holdings Class A Common Stock, par value $.01 per share (or such other
class or series of capital stock of Rainbow Media Holdings into which the
Rainbow Media Holdings Class A Common Stock, par value $.01 per share, has been
converted).
"RAINBOW MEDIA HOLDINGS SHARES" shall mean any shares of capital stock
of Rainbow Media Holdings.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SHARES" shall mean, collectively, Cablevision Shares and Rainbow Media
Holdings Shares.
"SUBSIDIARY" shall mean, with respect to any Person, any entity at
least 50% of the Voting Securities of which are owned directly or indirectly by
such Person.
"TRANSFER" shall mean (i) any direct or indirect sale, transfer,
assignment, pledge, hypothecation, mortgage, or other disposition or
encumbrance, including
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those by operation or succession of law, merger or otherwise, and (ii) with
respect to any Shares that are Beneficially Owned by NBC-Rainbow, any Change of
Control of NBC-Rainbow.
"ULTIMATE PARENT ENTITY" shall mean, with respect to any Person that is
a Subsidiary of a Person, the Person that, directly or indirectly, Beneficially
Owns at least 50% of the Voting Securities of such Subsidiary and is not a
Subsidiary of any Person who is not a natural person.
"VOTING SECURITIES" shall mean any securities entitled to vote in the
ordinary course in the election of directors or of Persons serving in a similar
governing capacity of any partnership, limited liability company or other
entity, including the voting rights attached to such securities.
2. REPRESENTATIONS OF NBC-RAINBOW. As of the date of this Agreement,
each of NBC and NBC-Rainbow represents and warrants to Cablevision and CSC
Holdings that:
(a) each of NBC and NBC-Rainbow has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute and
deliver this Agreement;
(b) this Agreement has been duly executed and delivered by each of NBC
and NBC-Rainbow and is a valid and binding agreement of each of NBC and
NBC-Rainbow enforceable against NBC and NBC-Rainbow in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
(c) no notices, reports or other filings are required to be made by NBC
or NBC-Rainbow with, nor are any consents, registrations, approvals, permits or
author izations required to be obtained by NBC or NBC-Rainbow from, any
Governmental Entity, in connection with the execution and delivery of this
Agreement by NBC and
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NBC-Rainbow, except those that have been made or obtained or that the failure to
make or obtain are not, individually or in the aggregate, reasonably likely to
prevent, materially delay or materially impair the ability of NBC and
NBC-Rainbow to consummate the transactions contemplated by this Agreement; and
(d) the execution, delivery and performance of this Agreement by NBC
and NBC-Rainbow do not, and the consummation by NBC and NBC-Rainbow of the
transactions contemplated hereby will not, constitute or result in (i) a breach
or violation of, or a default under, the certificate of incorporation or by-laws
of either NBC or NBC-Rainbow, (ii) a breach of or violation of or a default
under, or the acceleration of any obligations of or the creation of a Lien on
the assets of NBC or NBC-Rainbow (with or without notice, lapse of time or both)
pursuant to, any Contracts binding upon NBC or NBC-Rainbow or any Law or
governmental or non- governmental permit or license to which NBC or NBC-Rainbow
is subject or (iii) any change in the rights or obligations of any party under
any of such Contracts to which NBC or NBC-Rainbow is a party, except, in the
case of clause (ii) or (iii) above, for any breach, violation, default,
acceleration, creation or change that, individually or in the aggregate, is not
reasonably likely to prevent, materially delay or materially impair the ability
of NBC and NBC-Rainbow to consummate the transactions contemplated by this
Agreement.
3. REPRESENTATIONS OF CABLEVISION AND CSC HOLDINGS. As of the date of
this Agreement, each of Cablevision and CSC Holdings represents and warrants to
NBC and NBC-Rainbow that:
(a) each of Cablevision and CSC Holdings has all requisite corporate
power and authority and has taken all corporate action necessary in order to
execute and deliver this Agreement;
(b) this Agreement has been duly executed and delivered by each of
Cablevision and CSC Holdings and is a valid and binding agreement of each of
Cablevision and CSC Holdings enforceable against Cablevision and CSC Holdings in
accordance with its terms, subject to
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bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;
(c) no notices, reports or other filings are required to be made by
Cablevision or CSC Holdings with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by Cablevision or
CSC Holdings from, any Governmental Entity, in connection with the execution and
delivery of this Agreement by Cablevision and CSC Holdings, except those that
have been made or obtained or that the failure to make or obtain are not,
individually or in the aggregate, reasonably likely to prevent, materially delay
or materially impair the ability of Cablevision or CSC Holdings to consummate
the transactions contemplated by this Agreement;
(d) the execution, delivery and performance of this Agreement by
Cablevision and CSC Holdings do not, and the consummation by Cablevision and CSC
Holdings of the transactions contemplated hereby will not, constitute or result
in (i) a breach or violation of, or a default under, the certificate of
incorporation or by-laws of Cablevision or CSC Holdings, (ii) a breach of or
violation of or a default under, or the acceleration of any obligations of or
the creation of a Lien on the assets of Cablevision or CSC Holdings (with or
without notice, lapse of time or both) pursuant to, any Contracts binding upon
Cablevision or CSC Holdings or any Law or governmental or non-governmental
permit or license to which Cablevision or CSC Holdings is subject or (iii) any
change in the rights or obligations of any party under any of such Contracts to
which Cablevision or CSC Holdings is a party, except, in the case of clause (ii)
or (iii) above, for any breach, violation, default, acceleration, creation or
change that, individually or in the aggregate, is not reasonably likely to
prevent, materially delay or materially impair the ability of Cablevision and
CSC Holdings to consummate the transactions contemplated by this Agreement; and
(e) As of September 30, 2000, the authorized capitalization of
Cablevision consisted of (i)
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400,000,000 shares of Class A common stock, par value $0.01 per share, (ii)
160,000,000 shares of Class B common stock, par value $0.01 per share, and (iii)
10,000,000 shares of preferred stock, par value $0.01 per share. Following the
filing of the amended and restated certificate of incorporation of Cablevision,
in the form attached to the Proxy Statement, the authorized capitalization of
Cablevision will consist of (A) 1,400,000,000 Cablevision Class A Shares,
800,000,000 of which will be designated Cablevision NY Group Class A shares and
600,000,000 of which will be designated Rainbow Media Group Class A Shares, (B)
480,000,000 shares of Class B common stock, par value $0.01 per share,
320,000,000 of which will be designated Cablevision NY Group Class B common
stock, par value $0.01 per share, and 160,000,000 shares of which will be
designated Rainbow Media Group Class B common stock, par value $0.01 per share,
and (C) 50,000,000 of preferred stock, par value $0.01 per share. As of
September 30, 2000, 132,326,581 shares of Class A common stock, par value $0.01
per share, and 42,154,536 shares of Class B common stock, par value $0.01 per
share, were issued and outstanding. As of the close of business on September 30,
2000, there were outstanding options to acquire no more than 6,347,199
Cablevision Shares (not including options yet to be granted that will have an
effective issuance date prior to September 30, 2000). Except as disclosed in
Cablevision's reports, statements, schedules or registration statements filed
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended, there are no other options or rights to acquire
Cablevision Shares and there are no other securities of Cablevision convertible
into or exchangeable for Cablevision Shares.
4. EXCHANGE PROVISIONS.
(a) EXCHANGE OF RAINBOW MEDIA HOLDINGS CLASS A SHARES FOR RAINBOW MEDIA
GROUP CLASS A SHARES AT NBC- RAINBOW'S ELECTION. Subject to the terms and
conditions hereof, on or prior to the Exchange Termination Date one time during
each calendar quarter on any Business Day during the last month of such calendar
quarter, CSC Holdings hereby agrees to exchange (each, an "EXCHANGE") with
NBC-Rainbow at NBC-Rainbow's election any number of
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the Rainbow Media Holdings Class A Shares Beneficially Owned by NBC-Rainbow and
identified by NBC-Rainbow to CSC Holdings for Rainbow Media Group Class A
Shares, each such Rainbow Media Holdings Class A Share being exchanged for
16,868 Rainbow Media Group Class A Shares (the "EXCHANGE RATE"), subject to
adjustment and readjustment as set forth in Section 4(e) below.
(b) EXCHANGE OF RAINBOW MEDIA HOLDINGS CLASS A SHARES FOR RAINBOW MEDIA
GROUP CLASS A SHARES ON THE EXCHANGE TERMINATION DATE. Subject to the terms and
conditions hereof, if not already Exchanged, on the Exchange Termination Date,
NBC-Rainbow shall Exchange with CSC Holdings and CSC Holdings shall exchange
with NBC-Rainbow each Rainbow Media Holdings Class A Share Beneficially Owned by
NBC-Rainbow at the Exchange Rate, subject to adjustment and readjustment as set
forth in Section 4(e) below.
(c) NOTIFICATION OF RAINBOW MEDIA HOLDINGS CAPITAL TRANSACTION.
Cablevision shall notify NBC-Rainbow of its intent to consummate a Rainbow Media
Holdings Capital Transaction at or prior to its first public announcement of its
intent to consummate such a transaction and at least 30 days prior to such
consummation.
(d) EXCHANGE PROCEDURES. Subject to the terms and conditions hereof,
NBC-Rainbow may make an Exchange one time during each quarter on any Business
Day during the last month of such calendar quarter at any time during normal
business hours but not after 5:00 P.M., New York City time, on the Exchange
Termination Date by (i) delivery of a written notice in the form of the Exchange
Notice attached hereto as EXHIBIT A, which notice shall specify the number of
Rainbow Media Holdings Class A Shares to be Exchanged and the number of Rainbow
Media Group Class A Shares to be received upon Exchange and (ii) the surrender
of the number of Rainbow Media Holdings Class A Shares specified in the Exchange
Notice, properly endorsed, at the principal office of CSC Holdings (or at such
other agency or office of CSC Holdings as CSC Holdings may designate to
NBC-Rainbow). In the event of any Exchange, a certificate or certificates for
the Rainbow Media Group Class A Shares
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to be issued, registered in the name of NBC-Rainbow, shall be delivered to
NBC-Rainbow at the address set forth in Section 11(c) hereof within a reasonable
time, not exceeding 30 days, after the Exchange Notice for such exchange and the
other item to be delivered pursuant to clause (ii) of this paragraph has been
received by CSC Holdings. Upon proper completion of the Exchange Notice attached
hereto as EXHIBIT A and delivery of the other item to be delivered pursuant to
clause (ii) of this paragraph, NBC-Rainbow shall for all purposes be deemed to
have become the holder of the number of Rainbow Media Group Class A Shares to be
issued immediately prior to the close of business on the date of the Exchange
Notice, irrespective of the date of delivery of such share certificate, except
that, if the date of such surrender and payment is a date when the stock
transfer books of Cablevision are properly closed, such person shall be deemed
to have become the holder of such Rainbow Media Group Class A Shares at the
opening of business on the next succeeding date on which the stock transfer
books are open. In the event that less than all of the Rainbow Media Group Class
A Shares represented by a certificate are exchanged, a new certificate for
Rainbow Media Group Class A Shares shall be issued to NBC-Rainbow representing
the unexchanged shares.
(e) ADJUSTMENTS. The number and kind of Rainbow Media Group Class A
Shares issuable upon any Exchange (or any shares of stock or other securities or
property at the time issuable upon Exchange), are subject to adjustment as
follows:
(i) ADJUSTMENT FOR STOCK SPLITS, STOCK SUBDIVISIONS OR
COMBINATIONS OF SHARES. The Exchange Rate shall be proportionally
decreased to reflect any stock split or subdivision of the Rainbow
Media Holdings Class A Shares (or any shares of stock or other
securities that at the time could be Exchanged) and the Exchange Rate
shall be proportionally increased to reflect any stock split or
subdivision of Rainbow Media Group Class A
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Shares (or any shares of stock or other securities at the time issuable
upon Exchange). The Exchange Rate shall be proportionally increased to
reflect any combination of the Rainbow Media Holdings Class A Shares
(or any shares of stock or other securities that at the time could be
Exchanged) into a smaller number of shares and the Exchange Rate shall
be proportionally decreased to reflect any combination of Rainbow Media
Group Class A Shares (or any shares of stock or other securities at the
time issuable upon Exchange) into a smaller number of shares.
(ii) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER OF
CABLEVISION. In case of any reorganization of Cablevision (or of any
other corporation, the stock or other securities of which are at the
time issuable upon Exchange) or in case Cablevision (or any such
corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation
or other entity, then, and in each such case, NBC-Rainbow, upon any
permitted Exchange (as provided in Section 4(a)), at any time after the
consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the stock or other
securities and property issuable upon Exchange prior to such
consummation, the stock or other securities or property to which
NBC-Rainbow would have been entitled upon the consummation of such
reorganization, consolidation, merger or conveyance if NBC-Rainbow had
Exchanged immediately prior thereto, all subject to further adjustment
as provided in this Section 4(e), and the successor or purchasing
corporation or other entity in such reorganization, consolidation,
merger or conveyance (if other than Cablevision) shall duly execute and
deliver to NBC-Rainbow a supplement hereto acknowledging such
corporation's or entity's obligations hereunder prior to the
consummation of such reorganization, consolidation, merger or
conveyance; and in each such case, the terms of this Agreement
(including, the standstill, transfer and voting provisions hereof)
shall be applicable to the shares of stock or other securities or
property issuable upon Exchange after the consummation of such
reorganization, consolidation, merger or conveyance. The foregoing
provisions of this Section 4(e)(ii) shall similarly apply to successive
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reorganizations, consolidations, mergers, sales and transfers and to
the stock or securities of any other corporation that are at the time
issuable upon Exchange. If the per share consideration payable to
holders of Rainbow Media Group Class A Shares in connection with any
such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith
by the Board. In all events, appropriate adjustment (as determined in
good faith by the Board) shall be made in the application of the
provisions of this Section 4, including the Exchange Rate, with respect
to the rights and interests of NBC- Rainbow after the transaction, to
the end that the provisions hereof shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other
property deliverable after that event upon Exchange.
(iii) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER OF
RAINBOW MEDIA HOLDINGS. In case of any reorganization of Rainbow Media
Holdings (or of any other corporation, the stock or other securities of
which may be Exchanged) or in case Rainbow Media Holdings (or any such
corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation
or other entity in any transaction that is not a Rainbow Media Holdings
Capital Transaction, then, and in each such case, NBC-Rainbow, upon any
permitted Exchange at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be entitled
to deliver for Exchange pursuant to Section 4(a), in lieu of the
Rainbow Media Holdings Class A Shares or other stock or securities and
property deliverable for Exchange prior to such consummation, the stock
or other securities or property that NBC-Rainbow receives upon
consummation of such reorganization, consolidation, merger or
conveyance, all subject to further adjustment as provided in this
Section 4(e). The foregoing provisions of this Section 4(e)(iii) shall
similarly apply to successive reorganizations, consolidations, mergers,
sales and transfers that do not constitute a Rainbow
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Media Holdings Capital Transaction and to the stock or securities of
any other corporation that are at the time deliverable for Exchange. If
the per share consideration payable to holders of Rainbow Media
Holdings Class A Shares in connection with any such transaction is in a
form other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Rainbow Media
Holdings Board of Directors. In all events, appropriate adjustment (as
determined in good faith by the Rainbow Media Holdings Board of
Directors) shall be made in the application of the provisions of this
Section 4, including the Exchange Rate, with respect to the rights and
interests of NBC-Rainbow after the transaction, to the end that the
provisions hereof shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property
deliverable after that event upon Exchange.
(iv) ADJUSTMENT FOR EXCHANGE OF RAINBOW MEDIA GROUP CLASS A
SHARES FOR CABLEVISION NY GROUP CLASS A SHARES. In case of any exchange
of Rainbow Media Group Class A Shares for Cablevision NY Group Class A
Shares in accordance with Section VII(a)(iii) or VII(b) of the Amended
and Restated Certificate of Incorporation of Cablevision, then the
Exchange Rate shall be adjusted such that NBC-Rainbow, upon any
permitted Exchange shall be entitled to receive, in lieu of the Rainbow
Media Group Class A Shares issuable upon Exchange prior to such
exchange, the number of Cablevision NY Group Class A Shares (as they
may be redesignated as a result thereof) to which NBC-Rainbow would
have been entitled upon the exchange in accordance with Section VII
(a)(iii) or VII(b) of the Amended and Restated Certificate of
Incorporation of Cablevision if NBC- Rainbow had Exchanged immediately
prior thereto, all subject to further adjustment as provided in this
Section 4(e); and in each such case, the terms of this Agreement
(including, the standstill, transfer and voting provisions hereof)
shall be applicable to the Cablevision NY Group Class A Shares issuable
upon Exchange.
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(v) ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case Cablevision shall make or issue,
or shall fix a record date for the determination of eligible
stockholders entitled to receive, a dividend or other distribution with
respect to the Rainbow Media Group Class A Shares (or any shares of
stock or other securities at the time issuable upon Exchange) payable
in (a) securities of Cablevision or (b) assets (excluding cash
dividends), then, in each such case, on Exchange at any time after the
record date of such dividend or other distribution, NBC-Rainbow shall
receive, in addition to the Rainbow Media Group Class A Shares (or such
other stock or securities) issuable on such Exchange prior to such
date, and without the payment of additional consideration therefor, the
securities or such other assets to which NBC-Rainbow would have been
entitled upon such date if NBC-Rainbow had Exchanged prior to such
issuance or record date and had thereafter, during the period from such
issuance or record date to and including the date of such Exchange,
retained such shares and/or all other additional stock available by it
as aforesaid during such period giving effect to all adjustments called
for by this Section 4(e) (and Cablevision shall place such securities
or other assets into escrow until receipt by NBC-Rainbow).
(vi) RECLASSIFICATIONS. If Cablevision by reclassification of
securities or otherwise, shall change any of the securities as to which
exchange rights hereunder exist into the same or a different number of
securities of any other class or classes, the Exchange right hereunder
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change
with respect to the securities that were subject to the Exchange rights
hereunder immediately prior to such reclassification or other change,
all subject to further adjustment as provided in this Section 4(e).
(f) It is intended that any or all of the exchange of NBC-Rainbow's
interest in Rainbow Media
-16-
Holdings Class A Shares for Rainbow Media Group Class A Shares, as provided in
this Section 4, qualify as a reorganization within the meaning of Section 368(a)
of the Code and that this Agreement qualify as a plan of reorganization within
the meaning of Section 1.368-1(c) of the Treasury Regulations.
5. COVENANTS OF CABLEVISION. (a) Cablevision covenants and agrees to
cause CSC Holdings to perform its obligations under Section 4. Cablevision
further covenants and agrees that all Rainbow Media Group Class A Shares that
may be issued upon Exchange will, upon issuance, be validly issued, fully paid
and nonassessable by Cablevision, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof.
Cablevision further covenants and agrees that until the Exchange Termination
Date, it will at all times have authorized and reserved a sufficient number of
Rainbow Media Group Class A Shares to provide for any Exchanges hereunder, and
will ensure that CSC Holdings holds a sufficient number of Rainbow Media Group
Class A Shares at the time of any Exchange hereunder to effect any such
Exchange.
(b) Cablevision agrees that it will not, nor will it permit any of its
Subsidiaries to, take any of the following actions if such actions would
preclude any or all of the exchange of NBC-Rainbow Holding's interest in Rainbow
Media Holdings for Rainbow Media Group Class A Shares from qualifying as a
reorganization under Section 368(a) of the Code:
(i) any action that would result in Cablevision, or a directly
owned Subsidiary of Cablevision that Cablevision "controls" (within the
meaning of Section 368(c) of the Code), not being in "control" (within
the meaning of Section 368(c) of the Code) of Rainbow Media Holdings;
(ii) any action that would cause the Rainbow Media Group Class
A Shares to fail to qualify as voting stock of Cablevision within the
meaning of Section 368 of the Code;
-17-
(iii) any action that would cause Rainbow Media Holdings not
to continue its historic business or use a significant portion of its
historic assets in a business;
(iv) any action that would cause either Cablevision, Rainbow
Media Holdings or any directly owned subsidiary of Cablevision that
"controls" (within the meaning of Section 368(c) of the Code) Rainbow
Media Holdings to be treated as an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code; or
(v) any action that would cause the sum of Rainbow Media
Holdings liabilities, plus the liabilities, if any, to which its assets
are subject, to equal or exceed the fair market value of its assets.
Notwithstanding the foregoing, the tax covenants set forth above shall not in
any way limit the ability of Cablevision or any of its Subsidiaries from, and
Cablevision shall not have any obligation to indemnify NBC-Rainbow Holding or
any of its affiliates as a result of:
(1) the consummation of a Rainbow Media Holdings Capital
Transaction;
(2) the consummation of any of the transactions contemplated
by this Agreement or the Proxy Statement relating to the Distribution;
(3) the spin-off of Rainbow Media Holdings in its entirety by
CSC Holdings to Cablevision; or
(4) the consummation of a Disposition of all or substantially
all of the assets, directly or indirectly, including by acquisition of
capital stock or merger, of Cablevision or Rainbow Media Holdings;
even if, in any case, such action would preclude any or all of the exchange of
NBC-Rainbow Holding's interest in Rainbow Media Holdings for Rainbow Media Group
Class A
-18-
Shares from qualifying as a reorganization under Section 368(a) of the Code.
Cablevision agrees that it will not, nor will it permit any of its
Subsidiaries to, take any position on any tax return or other filing, or during
the course of any audit, that is inconsistent with the Exchange qualifying as a
reorganization under Section 368(a) of the Code, except as the parties shall
mutually agree or otherwise required by law.
6. STANDSTILL PROVISIONS. Without the consent of Cablevision, which may
be granted or withheld in Cablevision's sole and absolute discretion, NBC and
NBC- Rainbow shall not, and shall not suffer or permit any of their respective
Affiliates or Associates to (whether acting alone or in concert with others):
(a) form, join or participate in, or encourage the formation
of, a Group with respect to any Shares;
(b) except upon exercise of NBC-Rainbow's rights set forth in
Section 4, purchase or otherwise acquire Beneficial Ownership of or
otherwise Beneficially Own any Shares other than Shares Beneficially
Owned on the date hereof; or
(c) advise, assist (including by knowingly providing or
arranging financing for that purpose) or knowingly encourage, induce or
attempt to encourage or induce any other Person to take any actions
referred to in the foregoing paragraphs (a) and (b).
7. SHARE TRANSFERS.
(a) Without the consent of Cablevision, which may be granted or
withheld in Cablevision's sole and absolute discretion, except pursuant to
Section 4 hereof, NBC-Rainbow shall not Transfer, in any single transaction or
group of related transactions, any Rainbow Media Holdings Shares that are
Beneficially Owned by NBC-Rainbow except for a Transfer (A) of all (but not less
than all) of such Rainbow Media Holdings Shares to any
-19-
Controlled Subsidiary of NBC or (B) of all or any of such Rainbow Media Holdings
Shares to a Subsidiary all of the Voting Securities and all of the equity
securities of which are Beneficially Owned, directly or indirectly, by NBC;
PROVIDED, that contemporaneously with any such Transfer such Controlled
Subsidiary or wholly owned Subsidiary, as the case may be, becomes a party to a
counterpart of this Agreement and NBC guarantees the performance of all
obligations of such Controlled Subsidiary or wholly owned Subsidiary, as the
case may be, under this Agreement; PROVIDED, FURTHER, that such Controlled
Subsidiary or wholly owned Subsidiary, as the case may be, and NBC shall prior
to such Transfer covenant and agree with Cablevision that, for so long as the
Controlled Subsidiary or wholly owned Subsidiary, as the case may be,
Beneficially Owns such Cablevision Shares, it shall continue to be a Controlled
Subsidiary or wholly owned Subsidiary, as the case may be, of NBC.
(b) For a period of 12 months following the date of the Distribution,
NBC-Rainbow shall not Transfer, in any single transaction or group of related
transactions, any Rainbow Media Group Class A Shares that are Beneficially Owned
by NBC-Rainbow, except for a Transfer (A) of all (but not less than all) of such
Rainbow Media Group Class A Shares to any Controlled Subsidiary of NBC or (B) of
all or any of such Rainbow Media Group Class A Shares to a Subsidiary all of the
Voting Securities and all of the equity securities of which are Beneficially
Owned, directly or indirectly, by NBC; PROVIDED, that contemporaneously with any
such Transfer such Controlled Subsidiary or wholly owned Subsidiary, as the case
may be, becomes a party to a counterpart of this Agreement and NBC guarantees
the performance of all obligations of such Controlled Subsidiary or wholly owned
Subsidiary, as the case may be, under this Agreement; PROVIDED, FURTHER, that
such Controlled Subsidiary or wholly owned Subsidiary, as the case may be, and
NBC shall prior to such Transfer covenant and agree with Cablevision that, for
so long as the Controlled Subsidiary or wholly owned Subsidiary, as the case may
be, Beneficially Owns such Rainbow Media Group Class A Shares, it shall continue
to be a
-20-
Controlled Subsidiary or wholly owned Subsidiary, as the case may be, of NBC.
(c) After such 12-month period following the Distribution has elapsed,
NBC-Rainbow shall be entitled to transfer Rainbow Media Group Class A Shares to
any Person (a "PERMITTED TRANSFEREE") after complying with the provisions of
Section 8 to the extent applicable, PROVIDED, that such Person causes to be
delivered to Cablevision an opinion of counsel experienced in such matters to
the effect that such transfer may be effected without registration under the
Securities Act, PROVIDED, that in the following circumstances a transferee of
NBC-Rainbow's Rainbow Media Group Class A Shares shall become a party to a
counterpart of this Agreement as NBC-Rainbow (whereupon, subject to Section
11(f), any reference to NBC-Rainbow herein shall be deemed to be a reference to
such Person):
(i) any Person acquiring directly from NBC- Rainbow, in a
single transaction or a series of related transactions, more than 10%
of NBC-Rainbow's Original Block unless such Person is acquiring such
Rainbow Media Group Class A Shares with a view to, or for resale in
connection with, the distribution thereof as evidenced by a certificate
delivered to Cablevision from such Person; and
(ii) any Person acquiring Rainbow Media Group Class A Shares
directly from NBC-Rainbow that, to the knowledge of NBC or NBC-Rainbow,
would own more than 50% of NBC-Rainbow's Original Block as a result of
such transfer from NBC-Rainbow unless such Person is acquiring such
Rainbow Media Group Class A Shares with a view to, or for resale in
connection with, the distribution thereof as evidenced by a certificate
delivered to Cablevision from such Person.
-21-
8. CABLEVISION'S RIGHT OF FIRST REFUSAL. NBC, NBC-Rainbow and
Cablevision hereby agree with each other that Cablevision shall be entitled to
the rights and NBC- Rainbow and NBC shall be subject to the respective
obligations set forth in this Section:
(a) NOTICE. If at any time NBC-Rainbow desires to Transfer more than
10% of NBC-Rainbow's Original Block (in a transaction or series of
transactions), unless the transferee thereof is acquiring such Rainbow Media
Group Class A Shares with a view to, or for resale in connection with, any
distribution thereof, as evidenced by a certificate delivered to Cablevision by
such transferee, NBC-Rainbow shall first notify Cablevision in writing (an "NBC
OFFER NOTICE") of the possibility of such a transaction, the number of Rainbow
Media Group Class A Shares proposed to be Transferred and the aggregate number
of and a description of the Rainbow Media Group Class A Shares that are
Beneficially Owned by NBC-Rainbow and shall offer Cablevision the exclusive
right to purchase such Rainbow Media Group Class A Shares on the same terms as
set forth in the NBC Offer Notice.
(b) RIGHT OF FIRST REFUSAL. Following Cablevision's receipt of an NBC
Offer Notice, for a period of 30 days after Cablevision's receipt of the NBC
Offer Notice (or such shorter period if Cablevision responds in writing that it
is not interested in pursuing such a transaction), Cablevision shall have the
exclusive right to purchase such Rainbow Media Group Class A Shares from NBC-
Rainbow on the terms set forth in the NBC Offer Notice, but Cablevision shall
not be obligated to do so. Cablevision agrees to keep confidential the fact that
NBC-Rainbow is considering effecting such a transaction, the possible terms
thereof and any confidential information obtained by Cablevision in pursuing
negotiations contemplated by this Section. If Cablevision does not purchase the
Rainbow Media Group Class A Shares referred to in NBC Offer Notice within such
30-day or shorter period, then NBC-Rainbow may, within 90 days after the NBC
Offer Notice is given, Transfer the Rainbow Media Group Class A Shares pursuant
to Section 7(c) at a price not less than the price, and on other terms no more
favorable to the third party than those, contained in the NBC Offer Notice. If
the Rainbow
-22-
Media Group Class A Shares referred to in the NBC Offer Notice are not so
disposed of within such 90-day period, then NBC-Rainbow shall, before making a
Transfer pursuant to Section 7(c) again be obligated to offer the right of first
refusal contained in this Section 8 to Cablevision.
9. VOTING AGREEMENT WITH RESPECT TO CABLEVISION SHARES. NBC-Rainbow
shall vote or grant consent with respect to, and shall cause to be voted or to
be granted any consents with respect to, all Voting Securities of Cablevision
(including Rainbow Media Group Class A Shares) that are Beneficially Owned by
NBC-Rainbow on all matters submitted to the holders of Voting Securities of
Cablevision, other than the election of directors, in direct proportion to the
votes or consents of the Minority Shares on any such matter. NBC-Rainbow shall
cause all Cablevision Shares owned by it and its Affiliates and Associates
(including Rainbow Media Group Class A Shares), to be represented, in person or
by proxy, at all meetings of holders of Cablevision Shares of which NBC-Rainbow
has actual notice, so that all of such Cablevision Shares may be counted for the
purpose of determining the presence of a quorum at such meetings.
10. LEGENDS. (a) NBC-Rainbow agrees that all certificates representing
any Shares that are from time to time subject to this Agreement shall bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS' AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE CORPORATION) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN
RESTRICTIONS ON THE TRANSFER AND VOTING THEREOF. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER
TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT SHALL BE VOID."
(b) NBC-Rainbow agrees that all certificates representing the Shares
shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE SOLD WITHOUT
REGISTRATION UNDER THE
-23-
SECURITIES ACT OF 1933 AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM REGISTRATION
IS AVAILABLE."
PROVIDED, that, with respect to Cablevision Shares, if NBC- Rainbow or any
transferee thereof delivers an opinion of counsel reasonably acceptable to
Cablevision to the effect that such legend is no longer required under the
Securities Act, such legend shall be removed.
11. MISCELLANEOUS.
(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT
TO THE LAWS OF THE STATE OF DELAWARE.
(b) VENUE; WAIVER OF JURY TRIAL. The parties hereby irrevocably submit
to the jurisdiction of the courts of the State of Delaware and the Federal court
of the United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in respect of
the transactions contemplated hereby, and hereby waive, and agree not to assert,
as a defense in any action, suit or proceeding for the interpretation or
enforcement hereof or of any such document, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a Delaware State or Federal
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in paragraph (c) of this Section or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.
-24-
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS Agreement BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH (b).
(c) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given (i) on
the first business day following the date received, if delivered personally or
by telecopy (with telephonic confirmation of receipt by the addressee), (ii) on
the business day following timely deposit with an overnight courier service, if
sent by overnight courier specifying next day delivery and (iii) on the first
business day that is at least five days following deposit in the mails, if sent
by first class mail, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
If to NBC or NBC-Rainbow, to:
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Financial Officer
with a copy to:
Law Department
-25-
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Vice President,
Corporate and Transactions Law
If to Cablevision, to:
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxx, Esq.
(d) EFFECTIVENESS; TERMINATION; SURVIVAL. This Agreement shall be
effective contemporaneously with the Distribution and no provision hereof shall
have any force and effect until such time. Immediately upon NBC-Rainbow,
together with all of the Affiliates of NBC-Rainbow, ceasing to Beneficially Own
any Shares, this Agreement (other than Sections 1, 2, 3 and 11) shall terminate
automatically without any action by any party and such terminated provisions of
this Agreement shall not survive such termination. This Section 11 and Sections
1, 2 and 3 shall survive any termination of all or any part of this Agreement
indefinitely.
-26-
(e) SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will
be impossible to measure in money the damage to the other party if a party
hereto fails to comply with any of the obligations imposed by this Agreement,
that every such obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law or damages.
Accordingly, each party hereto agrees that injunctive relief or other equitable
remedy, in addition to remedies at law or damages, is the appropriate remedy for
any such failure and will not oppose the granting of such relief on the basis
that the other party has an adequate remedy at law. Each party hereto agrees
that it shall not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
(f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns and shall not be assignable except to the extent expressly
permitted hereby and any purported assignment in violation of this Agreement
shall be void. In the case of a merger or other business combination or
reorganization transaction involving Cablevision where securities other than
those of Cablevision are issued to the holders of Cablevision Shares, this
Agreement shall be assigned to and shall inure to the benefit of and be binding
upon the Person issuing securities in such transaction and any reference herein
to Cablevision shall be deemed to be a reference to such Person. Following any
spin-off of CSC Holdings' interest in Rainbow Media Holdings to Cablevision or
other transaction in which shares of capital stock of Rainbow Media Holdings
held by CSC Holdings are transferred to Cablevision, Cablevision shall succeed
to all of CSC Holdings' rights and obligations hereunder. NBC-Rainbow may assign
its rights and obligations under this Agreement to a Permitted Transferee
pursuant to Section 7(c), which assignment shall not terminate any obligations
of NBC and NBC-Rainbow hereunder; PROVIDED, that in the event of an assignment,
NBC and NBC- Rainbow agree with Cablevision that NBC-Rainbow and all
transferee(s) shall, with
-27-
respect to Cablevision, act as one investor under such assigned Sections.
(g) ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including any
annexes and schedules hereto) supersede all prior agreements, written or oral
(including, without limitation, the Letter Agreement dated March 31, 1997),
among the parties hereto with respect to the subject matter hereof and contain
the entire agreement among the parties with respect to the subject matter
hereof. This Agreement may not be amended, supplemented or modified, and no
provisions hereof may be modified or waived, except by an instrument in writing
signed by the party or parties affected or to be affected thereby. No waiver of
any provisions hereof by any party shall be deemed a waiver of any other
provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
(h) NO LIMITATION ON CORPORATE ACTION. Subject to Cablevision's
covenants in Section 5 and the amended and restated certificates of
incorporation of Rainbow Media Holdings and Cablevision, as they may be amended
from time to time, no provisions of this Agreement and no right granted or
conferred to NBC or NBC-Rainbow hereunder shall in any way limit, affect or
abridge the exercise by Rainbow Media Holdings or Cablevision of any of their
respective corporate rights or powers to recapitalize, amend their respective
Certificates of Incorporation, reorganize, consolidate or merge with or into
another corporation, or to transfer all or any part of their respective
properties or assets, or the exercise of any other of their respective corporate
rights and powers.
(j) NO RELIEF OF LIABILITIES. No Transfer by NBC-Rainbow of Beneficial
Ownership of any Shares shall relieve NBC or NBC-Rainbow of any liabilities or
obligations that arose or accrued prior to the date of such Transfer.
(k) SECURITIES SUBJECT TO AGREEMENT; INEFFECTIVE TRANSFERS. All Shares
that are Beneficially Owned by NBC- Rainbow and, to the extent provided herein,
-28-
its Affiliates and Associates of NBC-Rainbow, shall be subject to this
Agreement. No Transfer or acquisition of any Shares in violation of any
provision of this Agreement shall be effective to pass any title to, or create
any interest in favor of, any Person, but NBC-Rainbow, in attempting to effect
or in permitting or suffering such Transfer or acquisition, shall be deemed to
have committed a material breach hereof.
(l) FURTHER ASSURANCES. The parties hereto shall execute and deliver
such additional instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate, carry out and comply
with all of the terms of this Agreement and the transactions contemplated
hereby.
(m) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
(n) SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof. If any
provision of this Agreement, or the application thereof to any Person or any
circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (ii) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such
invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application
thereof, in any other jurisdiction.
(o) HEADINGS; RECITALS. All Section headings and the recitals herein
are for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
-29-
(p) COUNTERPARTS. For the convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall together constitute the same
agreement.
-30-
IN WITNESS WHEREOF, Cablevision, CSC Holdings, NBC and NBC-Rainbow have
executed and delivered this Agreement, or a counterpart hereof, as of the date
first written above or, where applicable, across from a party's signature on
such counterpart.
CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President, Finance
CSC HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President, Finance
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
NBC-RAINBOW HOLDING, INC.
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
-31-
