AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2013 among AMC NETWORKS INC., as the Company and an initial Borrower, AMC NETWORK ENTERTAINMENT LLC, as an initial Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY, as Restricted...Credit Agreement • December 19th, 2013 • AMC Networks Inc. • Cable & other pay television services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 16, 2013 (this “Credit Agreement”), among AMC NETWORKS INC., a Delaware corporation (the “Company”), AMC NETWORK ENTERTAINMENT LLC (collectively with the Company and each Additional Borrower (as defined below), the “Borrower”), the Restricted Subsidiaries identified herein, the lenders which are parties hereto, together with their respective successors and assigns, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 9th, 2013 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the Amended and Restated 2011 Cash Incentive Plan (the “Plan”) of AMC Networks Inc. (the “Company”), you have been selected by the Compensation Committee of the Board of Directors of the Company to receive a contingent cash award (the “Award”) effective as of March 12, 2013 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of June _______, 2011 (but effective as provided in Section 10(l)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 26th, 2015 • AMC Networks Inc. • Cable & other pay television services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 16, 2013 (this “Credit Agreement”), among AMC NETWORKS INC., a Delaware corporation (the “Company”), AMC NETWORK ENTERTAINMENT LLC, a New York limited liability company (collectively with the Company and each Additional Borrower (as defined below), the “Borrower”), the Restricted Subsidiaries identified herein, the lenders which are parties hereto, together with their respective successors and assigns, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 6th, 2012 • AMC Networks Inc. • Cable & other pay television services
Pursuant to AMC Networks Inc. 2011 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of AMC Networks Inc. (the “Company”), effective as of [ ], 2012 (the “Grant Date”) to receive [ ] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.
FORM OF EXECUTIVE OFFICER RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • November 10th, 2011 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the Company’s 2011 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of AMC Networks Inc. (the “Company”) to receive restricted shares (“Restricted Shares”) of Class A Common Stock, par value $.01 per share (“Common Shares”), effective as of October 18, 2011 (the “Grant Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • July 5th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Registration Rights Agreement (this “Agreement”) dated as of June 9, 2011 (but effective as provided in Section 9(k)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
Re: Employment AgreementEmployment Agreement • May 9th, 2023 • AMC Networks Inc. • Cable & other pay television services • New York
This letter (the “Agreement”) will confirm the terms of your employment by AMC Networks Inc. (the “Company”) as an at will employee with the title of Chief Executive Officer. This Agreement will supersede and replace any and all other discussions, understandings or arrangements regarding the subject matter herein. This Agreement will be effective as of February 27, 2023 (the “Effective Date”).
CREDIT AGREEMENT dated as of June 30, 2011 among AMC NETWORKS INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Restricted Subsidiaries, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • July 1st, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
This CREDIT AGREEMENT is entered into as of June 30, 2011 (this “Credit Agreement”), among AMC NETWORKS INC., a Delaware corporation (the “Borrower”), the Restricted Subsidiaries identified herein, the lenders which are parties hereto, together with their respective successors and assigns, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and L/C Issuer.
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 1st, 2018 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the AMC Networks Inc. 2016 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of AMC Networks Inc. (the “Company”), effective as of March __, 2018 (the “Grant Date”), to receive [____] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.
DISTRIBUTION AGREEMENT BY AND AMONG CABLEVISION SYSTEMS CORPORATION, CSC HOLDINGS, LLC AND AMC NETWORKS INC. DATED AS OF JUNE 6, 2011Distribution Agreement • June 10th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
This Distribution Agreement (this “Agreement”), is dated as of June 6, 2011, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), CSC Holdings, LLC, a Delaware limited liability company (“CSC”) and AMC Networks Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”).
TIME SHARING AGREEMENTTime Sharing Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS TIME SHARING AGREEMENT is entered into effective as of the date set forth in Section 13 below by and between DOLAN FAMILY OFFICE, LLC, a New York limited liability company with an address at 340 Crossways Drive, Woodbury, New York 11771 (“Lessor”), and RAINBOW MEDIA HOLDINGS LLC, a Delaware limited liability company with an address at 11 Penn Plaza, New York, New York 10001 (“Lessee”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 2nd, 2018 • AMC Networks Inc. • Cable & other pay television services
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AMC NETWORKS INC., Issuer, and EACH OF THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, Trustee Indenture Dated as of June 30, 2011 7.75% Senior Notes due 2021AMC Networks Inc. • July 1st, 2011 • Cable & other pay television services • New York
INDENTURE, dated as of June 30, 2011, among AMC Networks Inc., a Delaware corporation (hereinafter called the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (hereinafter called the “Trustee”).
Form Option Agreement Vested Option Grants Without 90 Day Expiration Provision1Form Option Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
ContractTermination Agreement • June 10th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 6, 2011, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cablevision (“CSC”), and AMC NETWORKS INC., a Delaware corporation (“AMC”).
August 15, 2023AMC Networks Inc. • November 3rd, 2023 • Cable & other pay television services
TAX DISAFFILIATION AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND AMC NETWORKS INC. DATED AS OF JUNE 6, 2011Tax Disaffiliation Agreement • June 10th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of June 6, 2011 by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
AMC NETWORKS INC. (a Delaware corporation) $800,000,000 4.75% Senior Notes due 2025 UNDERWRITING AGREEMENT Dated: July 19, 2017Underwriting Agreement • July 28th, 2017 • AMC Networks Inc. • Cable & other pay television services • New York
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 9, 2024 among AMC NETWORKS INC., as the Company and an initial Borrower, AMC NETWORK ENTERTAINMENT LLC, as an initial Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY,...Credit Agreement • April 10th, 2024 • AMC Networks Inc. • Cable & other pay television services • New York
This AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2024, is among AMC NETWORKS INC., a Delaware corporation (the “Company”), AMC NETWORK ENTERTAINMENT LLC, a New York limited liability company (collectively with the Company, the “Borrower”), the Restricted Subsidiaries party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the Collateral Agent , and each Consenting Lender and New Revolving Lender (each as defined below) party hereto. Terms used herein and not otherwise defined have the meaning set forth in the Credit Agreement, as amended by this Amendment (as so amended, the “Amended Credit Agreement”).
AMC NETWORKS INC., Issuer, and EACH OF THE GUARANTORS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 30, 2016 Senior Debt SecuritiesIndenture • July 28th, 2017 • AMC Networks Inc. • Cable & other pay television services • New York
INDENTURE, dated as of March 30, 2016 among AMC Networks Inc., a Delaware corporation (herein called the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN CABLEVISION SYSTEMS CORPORATION AND AMC NETWORKS INC.Transition Services Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Transition Services Agreement, dated as of June [•], 2011 (this “Agreement”), between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation (“AMC” and, together with Cablevision, the “Parties”).
Re: Employment AgreementEmployment Agreement • March 18th, 2013 • AMC Networks Inc. • Cable & other pay television services • New York
This letter (the “Agreement”) will confirm the terms of your continued employment by AMC Networks Inc. (the “Company”) as an at will employee with the title of Executive Vice President – Chief Financial Officer. This Agreement will supersede and replace the letter agreement between you and the Company, dated August 11, 2010, and any and all other discussions, understandings or arrangements regarding the subject matter herein. This Agreement will be effective upon execution by the Company and you.
TERMINATION AGREEMENTTermination Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
TERMINATION AGREEMENT, made as of the ____ day of June, 2011, among CSC Holdings, LLC a Delaware limited liability company (“CSC”), American Movie Classics Company LLC, a New York limited liability company (“AMCC”) and WE: Women’s Entertainment LLC, a Delaware limited liability company (“WE”).
VOTING AND TRANSACTION SUPPORT AGREEMENTVoting and Transaction Support Agreement • July 30th, 2018 • AMC Networks Inc. • Cable & other pay television services • Nevada
This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LLC, a Delaware limited liability company, and RLJ SPAC Acquisition, LLC, a Delaware limited liability company (“RLJ SPAC” and together with Robert L. Johnson and The RLJ Companies, LLC, the “Stockholder”). Capitalized terms used and not otherwise defined herein, and the term “materially delay” as used in this Agreement, shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). The Company is made a party to this Agreement solely for purposes of Sections 6 and 8.
EMPLOYEE MATTERS AGREEMENT by and between CABLEVISION SYSTEMS CORPORATION and AMC NETWORKS INC.Employee Matters Agreement • June 6th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June _______, 2011, is by and between Cablevision Systems Corporation, a Delaware corporation (“CVC”), and AMC Networks Inc., a Delaware corporation and an indirect subsidiary of CVC (“AMC,” and, together with CVC, each, a “Party” and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 8th, 2018 • AMC Networks Inc. • Cable & other pay television services
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Page Section 1. Voting Arrangements 2 Section 2. The Dolan Family Committee 4 Section 3. Voting and Powers of the Dolan Family Committee 5 Section 4. Meetings of the Dolan Family Committee 6 Section 5. Transfers 8 Section 6. Compensation; Expenses;...Stockholders’ Agreement • July 5th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York
Class B Stockholders’ Agreement (as amended from time to time, the “Agreement”), dated as of June 9, 2011, by and among each of the signatories hereto and each Person who becomes a party to this Agreement in accordance with Section 13.5 hereof.
PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTPerformance Restricted Stock Units Agreement • March 1st, 2018 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the AMC Networks Inc. 2016 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of AMC Networks Inc. (the “Company”), effective as of •, 2018 (the “Grant Date”), to receive a contingent performance restricted stock unit award (“Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.
AMC NETWORKS INC., as Issuer, The GUARANTORS party hereto, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 21, 2024 4.25% Convertible Senior Notes due 2029Indenture • June 21st, 2024 • AMC Networks Inc. • Cable & other pay television services • New York
INDENTURE, dated as of June 21, 2024, by and among AMC Networks Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
JOINT FILING AGREEMENTJoint Filing Agreement • September 16th, 2011 • AMC Networks Inc. • Cable & other pay television services
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
NON-EMPLOYEE DIRECTOR AGREEMENTNon-Employee Director Agreement • August 9th, 2012 • AMC Networks Inc. • Cable & other pay television services
Pursuant to the AMC Networks Inc. (the “Company”) 2011 Amended and Restated Stock Plan for Non-Employee Directors (the “Plan”), you have been granted, effective as of June 5, 2012, [#] restricted stock units (“Units”), representing the number of shares of AMC Networks Inc. Class A common stock, par value $.01 per share (“Shares”), equal to $[ ] divided by $[ ], the twenty (20) trading day average closing price of a Share on The Nasdaq Stock Market LLC concluding on June 4, 2012. The Units are granted subject to the terms and conditions set forth below and in the Plan:
JOINT FILING AGREEMENTJoint Filing Agreement • December 26th, 2012 • AMC Networks Inc. • Cable & other pay television services
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
PERFORMANCE CASH AWARD AGREEMENTPerformance Cash Award Agreement • February 16th, 2022 • AMC Networks Inc. • Cable & other pay television services
You have been selected by the Compensation Committee of the Board of Directors of AMC Networks Inc. (the “Company”) to receive a contingent cash award (the “Award”) effective as of March [9], 2021 (the “Effective Date”).
Re: AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2021 • AMC Networks Inc. • Cable & other pay television services • New York
This letter, effective upon the date hereof, will confirm the terms of your employment by AMC Networks Inc. (the “Company”) and hereby amends and restates your amended and restated employment agreement dated April 24, 2014.
