TERMINATION AGREEMENT
Exhibit 10.26
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”).
WHEREAS, CSC, AMCC and WE are parties to a Consulting Agreement, dated March 29, 2001 (the
“Consulting Agreement”);
WHEREAS, CSC and AMC Networks Inc. (“AMC”) are party to a Contribution Agreement, dated
______, 2011 (the “Contribution Agreement”) pursuant to which certain reorganizational and other
transactions are provided for, including transactions whereby AMCC and WE will become subsidiaries
of AMC;
WHEREAS, in the Contribution Agreement, CSC has agreed to enter into this Agreement and AMC
Networks has agreed to cause AMCC and WE to enter into this Agreement;
WHEREAS, pursuant to a Distribution Agreement, dated _______, 2011 between Cablevision Systems
Corporation (“Cablevision”), CSC and AMC (the “Distribution Agreement”), Cablevision will
distribute all of the common stock of AMC to the stockholders of Cablevision on the Distribution
Date (as defined in the Distribution Agreement);
WHEREAS, the parties hereto desire to terminate the Consulting Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto have agreed and by these presents hereby agree to abide by and be bound by the
following Consulting Agreement:
1. Termination. Effective as of 11:59 p.m. on the Distribution Date (as defined in
the Distribution Agreement), the Consulting Agreement shall terminate (the “Termination Time”).
2. Effect of Termination. From and after the Termination Time, none of the parties to
the Consulting Agreement shall have any further obligation thereunder other than the obligation of
AMCC and WE to make the payments required by Section 4 of the Consulting Agreement for the period
ending at the Termination Time. CSC, AMCC and WE confirm and agree that there are not and there
have not been any “Future Brands” as that term is used in Section 2 of the Consulting Agreement.
3. Mutual Releases. Effective as of the Termination Time and subject to the making of
the payment provided for in Section 2 of this Agreement, each of the parties to this Agreement, on
behalf of itself and each of its affiliates hereby releases each other party to the Consulting
Agreement and its respective affiliates, directors, officers, employees, agents, attorneys and
representatives from any liability, claim or obligation under the Consulting Agreement.
4. Notices. All notices or other communications required hereunder shall be in
writing and shall be deemed to have been duly given as of five days after the day and time of
mailing by certified or registered mail, postage prepaid, to the following addresses, or such other
addresses as the parties hereto shall, by like notice, from time to time notify one another:
To AMCC:
|
American Movie Classics | |
| Company LLC | ||
| 00 Xxxx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: General Counsel | ||
To WE:
|
WE: Women’s Entertainment LLC | |
| 00 Xxxx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Attention: General Counsel | ||
To CSC:
|
CSC Holdings, LLC | |
| 0000 Xxxxxxx Xxxxxx | ||
| Xxxxxxxx, XX 00000 | ||
| Attention: General Counsel |
5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
CSC, AMCC and WE and their respective successors and assigns, but neither this Agreement nor any
rights hereunder may be assigned by without the prior written consent of the other parties.
6. Entire Agreement. This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof, and shall supersede any prior
understandings or written or oral agreements between said parties respecting such subject matter.
This Agreement shall not be modified except in a writing signed by each of the parties hereto.
7. Headings. The descriptive headings of the several paragraphs of this Agreement are
inserted for convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.
8. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law; but if any provision
of this Agreement or the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such
prohibition or invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement or the application of such provision to other parties or
circumstances.
9. Waiver. No delay or omission of any party hereto to exercise rights under this
Agreement shall impair any such right or shall be construed to be a waiver of any default or
acquiescence therein. No waiver of any default shall be construed, taken, or held to be a waiver
of any other default, or waiver, acquiescence in, or consent to any further or succeeding
default of the same nature.
10. Applicable Law. This Agreement shall be construed and administered and the
validity thereof shall be determined in accordance with the internal laws of the State of New York
without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first
above written.
| CSC HOLDINGS, INC. |
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| By: | ||||
| Title: | ||||
| AMERICAN MOVIE CLASSICS COMPANY LLC |
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| By: | ||||
| Title: | ||||
| WE: WOMEN’S ENTERTAINMENT LLC |
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| By: | ||||
| Title: | ||||
