AMC NETWORKS INC. Registration Rights Agreement Dated: June 30, 2011
Exhibit
99.2
7.75% Senior Notes due 2021
Dated: June 30, 2011
REGISTRATION RIGHTS AGREEMENT, dated June 30, 2011 (this “Agreement”), among AMC Networks
Inc., a Delaware corporation (the “Company”), the guarantors listed on Part A of Schedule III of
the Purchase Agreement (collectively, the “Guarantors”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and X.X. Xxxxxx Securities LLC, as representatives of the several initial purchasers
(the “Initial Purchasers”) of the Securities (as defined below) referred to in the Purchase
Agreement, dated June 22, 2011, among the Company, the Guarantors, the selling noteholders named
therein and the Initial Purchasers in connection with the issuance of $700,000,000 aggregate
principal amount of the Company’s 7.75% Senior Notes due 2021 (the “Notes”) pursuant to the
Indenture, dated as of June 30, 2011 (the “Indenture”), among the Company, the Guarantors and U.S.
Bank, National Association, trustee. The payment of principal, premium, if any, and interest on
the Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally, by
the Guarantors, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are
herein collectively referred to as the “Securities.”
In consideration of the foregoing, the parties hereto agree as follows:
1. Certain Definitions.
As used in this Agreement, the following defined terms shall have the following meanings:
“Business Day” shall mean any day except (i) a Saturday, Sunday or other day in The
City of New York on which banks are required or authorized to close or (ii) any other day on
which the SEC is closed.
“Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.
“Company” shall have the meaning set forth in the preamble.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.
“Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof.
“Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.
“Exchange Offer Registration Statement” shall mean an exchange offer registration
statement of the Company and the Guarantors pursuant to the provisions of Section 2(a)
hereof on Form S-4 (or, if applicable, on another appropriate form), and all amendments and
supplements to such registration statement, in each case including the
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Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.
“Exchange Securities” shall mean the 7.75% Senior Notes due 2021 issued by the Company
under the Indenture as Exchange Securities (as defined therein), to be offered to Holders
pursuant to the Exchange Offer.
“Guarantee” shall have the meaning set forth in the preamble.
“Guarantors” shall have the meaning set forth in the preamble.
“Holder” shall mean, individually, each of the Initial Purchasers, for so long as they
own any Registrable Securities, and any of the Initial Purchasers’ successors, assigns and
direct and indirect transferees who become registered owners of Registrable Securities.
“Indenture” shall have the meaning set forth in the preamble.
“Initial Purchasers” shall have the meaning set forth in the preamble.
“Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Securities.
“Notes” shall have the meaning set forth in the preamble.
“Person” shall mean an individual, partnership, corporation, limited liability company,
trust or unincorporated organization, or a government or agency or political subdivision
thereof.
“Prospectus” shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any
prospectus supplement, including a prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated by reference
therein.
“Purchase Agreement” shall have the meaning set forth in the preamble.
“Registrable Securities” shall mean the Securities; provided, however, that any such
Securities shall cease to be Registrable Securities upon the earliest to occur of the date
on which (i) the Exchange Offer has been consummated, (ii) a Registration Statement with
respect to such Securities shall have been declared effective under the Securities Act and
such Securities shall have been disposed of pursuant to such Registration Statement,
provided, that Securities not disposed of pursuant to an effective Shelf Registration
Statement shall cease to be Registrable Securities one year from the date such Shelf
Registration Statement is declared effective by the SEC, or such longer period as the
Company’s and the Guarantors’ obligation to keep such Shelf Registration
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Statement effective is extended in accordance with Section 5 hereof, (iii) such
Securities (a) are freely transferable in accordance with Rule 144 by a person that is not
an “affiliate” (as defined in Rule 144) of the Company where no conditions under Rule 144
are then applicable (other than the holding period requirement of paragraph (d) of Rule 144
so long as such holding period requirement is satisfied at such time of determination), (b)
do not bear any restrictive legends relating to the Securities Act and (c) do not bear a
restrictive CUSIP number, or (iv) such Registrable Securities shall have ceased to be
outstanding.
“Registration Expenses” shall mean any and all expenses incident to the performance of
or compliance by the Company and the Guarantors with this Agreement, including without
limitation: (i) all SEC or Financial Industry Regulatory Authority registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws, (iii) all expenses of any Persons acting on behalf of the
Company or the Guarantors in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any amendments or supplements
thereto and other documents reasonably relating to the performance of and compliance with
this Agreement by the Company and the Guarantors, (iv) all rating agency fees, (v) the fees
and disbursements of counsel for the Company and the Guarantors and, in connection with a
Shelf Registration Statement, the fees and disbursements of one counsel for the Holders
(which counsel shall be selected by the Majority Holders and shall be reasonably acceptable
to the Company), and (vi) any fees and expenses of the independent registered public
accounting firm of the Company, including the expenses of any special audits or “cold
comfort” letters (in connection with a Shelf Registration) required by or necessary to such
performance and compliance, but excluding underwriting discounts and commissions, fees and
expenses and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.
“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement.
“Rule 144” means Rule 144 under the Securities Act.
“SEC” shall mean the Securities and Exchange Commission.
“Securities” shall have the meaning set forth in the preamble.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.
“Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors pursuant to the provisions of Section 2(b) hereof which covers
all of the Registrable Securities on an appropriate form under Rule 4l5 under the Securities
Act, or any similar rule that may be adopted by the SEC and all amendments
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and supplements to such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.
“Trustee” shall mean the trustee with respect to the Securities and the Exchange
Securities under the Indenture.
2. Registration Under the Securities Act.
(a) Exchange Offer Registration. The Company and the Guarantors shall, for the benefit of the
Holders of the Securities, file an Exchange Offer Registration Statement with respect to Exchange
Securities and use their commercially reasonable best efforts to cause such Exchange Offer
Registration Statement to be declared effective under the Securities Act within 367 days after the
Closing Date. Upon such Exchange Offer Registration Statement becoming effective under the
Securities Act, the Company shall offer the Exchange Securities in return for surrender of the
Securities.
The Exchange Offer shall remain open for not less than 20 Business Days (or longer if required
by applicable law) after the date notice of the Exchange Offer is mailed to Holders of the
Securities. For the Securities surrendered to the Company and the Guarantors under the Exchange
Offer, the Holder will receive Exchange Securities having an aggregate principal amount equal to
that of the surrendered Securities. Interest on the Exchange Securities shall accrue from the last
maturity date of any interest installment on which interest was paid on the Security so surrendered
(or the Exchange Securities, as the case may be or, if no interest has been paid on the Securities,
from June 30, 2011). The Company shall commence the Exchange Offer by mailing the related Exchange
Offer Prospectus and accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:
(i) that the Exchange Offer is being made pursuant to this Registration Rights
Agreement and that all Registrable Securities validly tendered will be accepted for
exchange;
(ii) the date of acceptance for exchange (which shall be a Business Day) (the “Exchange
Date”);
(iii) that any Registrable Security not tendered will remain outstanding and shall
accrue interest at the initial rate borne by the Securities and, other than Registrable
Securities referred to in Section 2(b)(iii) below, will not retain any rights under this
Registration Rights Agreement;
(iv) that Holders electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security, together with
letters of transmittal, to the institution and at the address (located in the Borough of
Manhattan, City of New York) specified in the notice prior to the close of business on the
Business Day immediately preceding the Exchange Date; and
(v) that Holders will be entitled to withdraw the election, not later than the close of
business on the Business Day immediately preceding the Exchange Date, by
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sending to the institution and at the address (located in the Borough of Manhattan,
City of New York) specified in the notice, a telegram, telex, facsimile transmission or
letter setting forth the name of such Holder, the number of shares of Registrable Securities
delivered for exchange, and a statement that such Holder is withdrawing its election to have
such Registrable Securities exchanged.
On the Exchange Date, the Company shall:
(i) accept for exchange Registrable Securities tendered and not validly withdrawn
pursuant to the Exchange Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities so accepted for exchange by the Company, and issue and mail to each Holder or
such Holder’s nominee, for the Registrable Securities so surrendered, new Exchange
Securities having an aggregate principal amount equal to that of the Registrable Securities
surrendered by such Holder.
The Company shall use its commercially reasonable best efforts to complete the Exchange Offer as
provided above, and in accordance with the applicable requirements of the Securities Act, the
Exchange Act and other applicable laws in connection with the Exchange Offer. Consummation of the
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not,
and consummation of the Exchange Offer will not, violate applicable law or any applicable
interpretation of the staff of the SEC. The Initial Purchasers shall have the right to contact the
Holders to whom the Exchange Offer is made and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.
(b) Shelf Registration. In the event that (A) the Company determines that the Exchange Offer
Registration provided in Section 2(a) above is not available or may not be consummated because it
would violate applicable law or the applicable interpretations of the SEC staff, (B) the Exchange
Offer is not for any other reason consummated within 400 days after the Closing Date or (C)
following the consummation of the Exchange Offer a Registration Statement must be filed and a
Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of
Registrable Securities because such Registrable Securities represent an unsold allotment of the
Registrable Securities purchased by the Initial Purchasers from the Company, unless the Company and
the Guarantors have previously done so, the Company and the Guarantors will (a) file as soon as
practicable after such determination or date, as the case may be, a Shelf Registration Statement
providing for the sale by the Holders of all of the Registrable Securities, (b) use their
commercially reasonable best efforts to have such Shelf Registration Statement declared effective
by the SEC and (c) keep the Shelf Registration Statement continuously effective until such time as
the Securities covered by such Shelf Registration Statement are freely transferrable or such
shorter period which will terminate when all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement. In the event
the Company and the Guarantors are required to file a Shelf Registration Statement solely as a
result of the matters referred to in clause (C) of the preceding sentence, the Company and the
Guarantors shall file and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf
Registration Statement (which
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may be a combined Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer. The Company and the Guarantors further agree, if necessary, to
supplement or amend the Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company and the Guarantors for such
Shelf Registration Statement or by the Securities Act or by any other rules and regulations
thereunder for shelf registration, and the Company and the Guarantors agree to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment promptly after its
being used or filed with the SEC.
(c) Expenses. The Company shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or 2(b) hereof.
(d) Effective Registration Statement. An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC; provided,
however, that if, after it has been declared effective, the offering of Registrable Securities
pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court, such Registration
Statement will be deemed not to have been effective during the period of such interference, until
the offering of Registrable Securities pursuant to such Registration Statement may legally resume.
3. Participation of Broker-Dealers in Exchange Offer.
(a) The SEC staff has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities that were acquired
by such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and
must deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.
The Company and the Guarantors understand that it is the SEC staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers and other Persons, if any, subject to similar prospectus delivery requirements to
satisfy their prospectus delivery obligation under the Securities Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the Securities Act.
(b) In light of the above, notwithstanding the other provisions of this Agreement, the Company
and the Guarantors agree that the provisions of this Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent, and with such
reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by
one or more Participating Broker-Dealers, in each case as provided in clause (ii)
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below, in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the SEC staff recited in Section 3(a)
above; provided that:
(i) the Company and the Guarantors shall not be required to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 5(i), for a period exceeding 90 days after the last Exchange Date
(as such period may be extended pursuant to the penultimate paragraph of Section 5 of this
Agreement) and Participating Broker-Dealers shall not be authorized by the Company and the
Guarantors to deliver and shall not deliver such Prospectus after such period in connection
with the resales contemplated by this Section 3; and
(ii) the application of the Shelf Registration procedures set forth in Section 5 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the SEC staff or the Securities Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company by the Initial Purchasers
or with the reasonable request in writing to the Company by one or more broker-dealers who
certify to the Initial Purchasers and the Company in writing that they anticipate that they
will be Participating Broker-Dealers; and provided further that, in connection with such
application of the Shelf Registration procedures set forth in Section 5 to an Exchange Offer
Registration, the Company and the Guarantors shall be obligated (x) to deal only with one
entity representing the Participating Broker-Dealers, which shall be one of the Initial
Purchasers unless they collectively elect not to act as such representative, (y) to pay the
fees and expenses of only one counsel representing the Participating Broker-Dealers, which
shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z)
to cause to be delivered only one, if any, “cold comfort” letter with respect to the
Prospectus in the form existing on the last Exchange Date and with respect to each
subsequent amendment or supplement, if any, effected during the period specified in clause
(i) above; provided, that the provisions of clauses (y) and (z) of this Section 3(b)(ii)
shall apply only if one or more Participating Broker-Dealers holding at least $25,000,000
principal amount of Registrable Securities shall request that the provisions of this
Agreement as they relate to a Shelf Registration also apply to an Exchange Offer
Registration Statement for the disposition of Exchange Securities by Participating
Broker-Dealers.
4. Liquidated Damages.
In the event that, for any reason, the Exchange Offer is not consummated or a Shelf
Registration Statement is not declared effective on or prior to the 400th calendar day
following the Closing Date, the interest rate borne by the Securities shall be increased by
one-quarter of one percent per annum for the first 90 days following such 400-day period. Such
interest rate will increase by an additional one-quarter of one percent per annum thereafter up to
a maximum aggregate increase of one half of one percent per annum. Upon the consummation of the
Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, the
interest rate borne by the Securities will be reduced to the original interest rate.
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5. Registration Procedures.
In connection with the obligations of the Company and the Guarantors with respect to the
Registration Statement, if required, pursuant to Sections 2(a) and 2(b) hereof, the Company and the
Guarantors shall:
(a) prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (i) shall be selected by the Company and the Guarantors
and (ii) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities in accordance with the intended method or methods of distribution as
the Company and the Guarantors are so advised of by the selling Holders thereof and (iii)
shall comply as to form in all material respects with the requirements of the applicable
form and include (including through incorporation by reference, if available to the Company
and the Guarantors) all financial statements required by the SEC to be filed therewith, and
the Company and the Guarantors shall use their commercially reasonable best efforts to cause
such Registration Statement to become effective and remain effective in accordance with
Section 2 hereof;
(b) prepare and file with the SEC such amendments and post-effective amendments to such
Registration Statement as may be necessary to keep such Registration Statement in compliance
with the Securities Act; and cause the Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act;
(c) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, as many copies of the Prospectus, including each preliminary
prospectus, and any amendment or supplement thereto and such other documents as such Holder
may reasonably request, in order to facilitate the public sale or other disposition of the
Registrable Securities;
(d) in the case of a Shelf Registration, use their commercially reasonable best efforts
to register or qualify the Registrable Securities under all applicable state securities or
“blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by
such Shelf Registration Statement shall reasonably request in writing by the time the
applicable Shelf Registration Statement is declared effective by the SEC, and do any and all
other acts and things which may be reasonably necessary or advisable to enable such Holder
to consummate the disposition in each such designated jurisdiction, provided, however, that
none of the Company nor any Guarantor shall be required to (i) qualify generally to do
business as a foreign corporation or as a broker-dealer in any jurisdiction where it would
not otherwise be required to qualify but for this Section 5(d), (ii) consent to general
service of process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction;
(e) in the case of a Shelf Registration, promptly notify each Holder of Registrable
Securities and, if requested by such Holder, confirm such advice in writing (i) when such
Shelf Registration Statement has become effective and when any post-effective amendments and
supplements thereto become effective, (ii) of the issuance by
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the SEC or any state securities authority of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation of any proceedings for
that purpose, (iii) if, between the effective date of such Shelf Registration Statement and
the closing of any sale of Registrable Securities covered thereby, the Company and the
Guarantors receive any notification with respect to the suspension of the qualification of
the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding
for such purpose, and (iv) of the happening of any event during the period such Shelf
Registration Statement is effective which makes any statement made in such Shelf
Registration Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Shelf Registration Statement or Prospectus in
order to make the statements therein not misleading;
(f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement promptly and shall provide notice to each Holder
of Registrable Securities of the withdrawal of any such order as promptly as practicable;
(g) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of such Shelf Registration Statement
and any post-effective amendment thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);
(h) in the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in such names
as the selling Holders may reasonably request at least two business days prior to the
closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 5(e)(iv) hereof, use their commercially reasonable best efforts to prepare a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Securities,
such Prospectus will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(j) in the case of a Shelf Registration Statement, enter into and deliver all such
customary agreements, documents and take such other actions (including causing the delivery
of opinions of counsel and “comfort” letters of independent registered public accounting
firms) as are reasonably required to expedite or facilitate the disposition of Registrable
Securities;
(k) in the case of a Shelf Registration, upon reasonable notice make available for
inspection by a representative of the Holders of the Registrable Securities and any attorney
or accountant designated by the Selling Holders, at reasonable times and in a
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reasonable manner, all financial and other records, pertinent documents and properties
of the Company and the Guarantors, and cause the respective officers, directors and
employees of the Company to supply all information reasonably requested by any such
representative, attorney or accountant in connection with a Shelf Registration Statement;
provided, however, that such representatives, attorneys or accountants shall be acceptable
to the Company in its judgment reasonably exercised and shall agree to enter into a written
confidentiality agreement mutually acceptable to the Company regarding any records,
information or documents that are designated by the Company as confidential unless such
records, information or documents are available to the public or disclosure of such records,
information or documents is required by court or administrative order after the exhaustion
of appeals therefrom and to use such information obtained pursuant to this provision only in
connection with the transaction for which such information was obtained, and not for any
other purpose;
(1) in the case of a Shelf Registration, provide copies of any Prospectus, any
amendment to any applicable Shelf Registration Statement or amendment or supplement to any
Prospectus or any document which is to be incorporated by reference into such Shelf
Registration Statement or any Prospectus after the initial filing of such Shelf Registration
Statement, a reasonable time prior to the filing of any such Prospectus, amendment,
supplement or document, to the Initial Purchasers on behalf of the Holders , and except with
respect to a Shelf Registration filed pursuant to Section 2(b)(iii) not file any such
document in a form to which the Initial Purchasers on behalf of the Holders shall reasonably
object; and make the representatives of the Company as shall be reasonably requested by the
Holders or the Initial Purchasers on behalf of such Holders available for discussion of such
document; provided that the requirements of this paragraph shall not apply to the Company’s
annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form
8-K or any other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act (the “Exchange Act Documents”); and further provided that the Company shall
promptly notify Holders of Registrable Securities of the filing of any Exchange Act
Documents except for such Exchange Act Documents specifically related to the offering of
other securities and not to the Registrable Securities;
(m) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the effective date of any Registration Statement; and
(n) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended (the “TIA”), in connection with the registration of the Exchange Securities,
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the TIA and
execute, and use their commercially reasonable best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner.
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In the case of a Shelf Registration Statement, the Company may (as a condition to such
Holder’s participation in a Shelf Registration) require each Holder to furnish to the Company
information regarding the Holder and the proposed distribution by such Holder of any Registrable
Securities as the Company may from time to time reasonably request in writing.
In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees
that, upon receipt of any (i) notice from the Company of the happening of any event of the kind
described in Section 5(e)(ii) or (iv) hereof, (ii) notice from the Company that it is in possession
of material information that has not been disclosed to the public and the Company reasonably deems
it to be advisable not to disclose such information in a registration statement or (iii) notice
from the Company that it is in the process of a registered offering of securities and the Company
reasonably deems it to be advisable to temporarily discontinue disposition of Registrable
Securities pursuant to the Shelf Registration Statement (in each case, such notice being
hereinafter referred to as a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to any Shelf Registration Statement and shall not be
entitled to the benefits provided under Section 6 hereof with respect to any sales made by it in
contravention of this paragraph, until such Holder’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(i) or a notice in accordance with Section 5(f) hereof
that any order suspending the effectiveness of the Shelf Registration Statement has been withdrawn,
or, in the case of (ii) or (iii) above, until further notice from the Company that disposition of
Registrable Securities may resume, provided that (except with respect to a Shelf Registration filed
pursuant to Section 2(b)(iii)) such further notice will be given within 90 days of the Suspension
Notice in the case of (ii) above and within 120 days of the Suspension Notice in the case of (iii)
above, and provided further that in the case of (ii) and (iii) above that any Suspension Notice
must be based upon a good faith determination of the Board of Directors of the Company or the
Executive Committee thereof that such Notice is necessary; and, if so directed by the Company, such
Holder will deliver to the Company (at the expense of the Company) all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the Company shall give
any such notice to suspend the disposition of Registrable Securities pursuant to any Shelf
Registration Statement, if necessary to facilitate the disposition of Registrable Securities
pursuant to such Shelf Registration Statement, the Company and the Guarantors shall extend the
period during which such Shelf Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions or received notice that
any order suspending dispositions of the Securities has been withdrawn.
Each Holder of Registrable Securities will furnish to the Company such information regarding
such Holder and the distribution of such Registrable Securities as the Company may from time to
time reasonably request in writing, but only to the extent that such information is required in
order to comply with the Securities Act or any relevant state securities or Blue Sky law or
obligation. Each Holder of Registrable Securities as to which any registration is being effected
agrees to notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Holder to the Company or of the happening of any event, in either case
as a result of which any Prospectus relating to such
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registration contains an untrue statement of a material fact regarding such Holder or the
distribution of such Registrable Securities or omits to state any material fact regarding such
Holder or the distribution of such Registrable Securities required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, and to furnish to the Company promptly any additional information required to
correct and update any previously furnished information or required such that such prospectus shall
not contain, with respect to such holder or the distribution of such Registrable Securities, an
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
6. Indemnification; Contribution.
(a) Each of the Company and the Guarantors agrees, jointly and severally, to indemnify and
hold harmless each Holder and each Person, if any, who controls any Holder within the meaning of
Section 15 of the Securities Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement (or any amendment thereto) pursuant to which
Registrable Securities were registered under the Securities Act, including all documents
incorporated therein by reference, or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading or arising out of any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus or any
Prospectus (or any amendment or supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with the written
consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including fees and
disbursements of counsel chosen by any Holder), reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (i) or (ii) above;
provided, however, that this indemnity does not apply to any loss, claim, damage, liability or
expense to the extent it arises out of an untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written information furnished to the
13
Company by any Holder expressly for use in a Registration Statement (or any amendment thereto) or
any Prospectus (or any amendment or supplement thereto).
The foregoing indemnity with respect to any untrue statement contained in or any omission from
a preliminary prospectus shall not inure to the benefit of any Holder (or any Person controlling
such Holder) from whom the Person asserting any such loss, liability, claim, damage or expense
purchased any of the Securities that are the subject thereof if the Company shall sustain the
burden of proving that such Person was not conveyed a copy of any amendment or supplement thereto
at or prior to the time of sale of such Securities to such Person and the untrue statement
contained in or the omission from such preliminary prospectus was corrected in such amendment or
supplement thereto.
(b) Each Holder severally agrees to indemnify and hold harmless the Company and the
Guarantors, their respective directors, officers and each Person, if any, who controls the Company
or any Guarantor within the meaning of Section 15 of the Securities Act, against any and all loss,
liability, claim, damage and expense described in the indemnity contained in Section 6(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Holder expressly for use in the Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought hereunder, but failure to so
notify an indemnifying party shall not relieve it from any liability which it may have otherwise
than under this indemnity agreement. An indemnifying party may participate at its own expense in
the defense of such action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the indemnified party. In no
event shall the indemnifying party or parties be liable for the fees and expenses of more than one
counsel for all indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction, arising out of the same general allegations or
circumstances.
(d) In order to provide for just and equitable contribution in circumstances in which the
indemnity agreement provided for in this Section 6 is for any reason held to be unenforceable by
the indemnified parties although applicable in accordance with its terms, the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Guarantors, on the one hand, and one or more of the
Holders, on the other hand; provided, however, that no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. As between
the Company and the Guarantors, on the one hand, and the Holders, on the other hand, such parties
shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement in such proportion as shall be appropriate to reflect (i)
the relative benefits received by the Company and
14
the Guarantors on the one hand and the Holders on the other hand, from the offering of the
Exchange Securities or Registrable Securities included in such offering, and (ii) the relative
fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability, claim, damage or
expense, or action in respect thereof, as well as any other relevant equitable considerations. The
Company, the Guarantors and the Holders of the Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 6 were to be determined by pro
rata allocation or by any other method of allocation which does not take into account the
relevant equitable considerations. For purposes of this Section 6, each Person, if any, who
controls a Holder within the meaning of Section 15 of the Securities Act shall have the same rights
to contribution as such Holder, and each director of the Company or any Guarantor, each officer of
the Company or any Guarantor who signed the Registration Statement, and each Person, if any, who
controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act shall
have the same rights to contribution as the Company and the Guarantors.
7. Miscellaneous.
(a) No Inconsistent Agreements. Neither the Company nor the Guarantors have entered into nor
will the Company or the Guarantors on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the holders of the Company’s
or the Guarantors’ other issued and outstanding securities under any such agreements.
(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the written consent of
Holders of at least a majority of the issued and outstanding Registrable Securities affected by
such amendment, modification, supplement, waiver or departure; provided, however, no amendment,
modification or supplement, waiver or consent with respect to the provisions of Section 6 hereof
shall be effective as against any Holder of Registrable Securities unless consented to in writing
by such Holder.
(c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company and the Guarantors by means of a notice given in accordance with the
provisions of this Section 8(c); (ii) if to the Company or the Guarantors, initially AMC Networks
Inc., 00 Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of Xxxxx X. Xxxxxxxxx, Esq. (fax: (000)
000-0000), with a copy to Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
attention of Xxxx X. Xxxx, Esq. (fax: (000) 000-0000), and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 8(c).
15
All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next business day if timely delivered to any courier guaranteeing overnight
delivery.
Copies of all such notices, demands, or other communications shall be concurrently delivered
by the Person giving the same to the Trustee at U.S. Bank, National Association, 000 Xxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department.
(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire
Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by
and to perform all of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof.
(e) Enforcement by Initial Purchasers. The Initial Purchasers shall have the right to
directly enforce the agreements made hereunder between the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, to the extent they deem such enforcement necessary or
advisable to protect their rights or the rights of Holders hereunder, provided, however, that such
right of direct enforcement shall terminate upon consummation of an Exchange Offer.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.
16
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| AMC NETWORKS INC. | ||||||
| By | /s/ Xxxxxx Xxxxx | |||||
| Name: Xxxxxx Xxxxx | ||||||
| Title: President and Chief Executive Officer | ||||||
| 11 PENN TV, LLC | ||
| AMC FILM HOLDINGS LLC | ||
| AMC TELEVISION PRODUCTIONS LLC | ||
| AMERICAN MOVIE CLASSICS COMPANY LLC | ||
| AMERICAN MOVIE CLASSICS IV HOLDING CORPORATION | ||
| XXXXXXX HOLDINGS, INC. | ||
| DIGITAL STORE LLC | ||
| IFC ENTERTAINMENT HOLDINGS LLC | ||
| IFC ENTERTAINMENT LLC | ||
| IFC FILMS LLC | ||
| IFC IN THEATERS LLC | ||
| IFC PRODUCTIONS I L.L.C. | ||
| IFC THEATRES CONCESSIONS LLC | ||
| IFC THEATRES, LLC | ||
| LS VOD COMPANY LLC | ||
| LS VOD HOLDINGS LLC | ||
| RAINBOW DBS COMPANY LLC | ||
| RAINBOW DBS HOLDINGS, INC. | ||
| RAINBOW FILM HOLDINGS LLC | ||
| RAINBOW MEDIA ENTERPRISES, INC. | ||
| RAINBOW MEDIA GLOBAL LLC | ||
| RAINBOW MEDIA HOLDINGS LLC | ||
| RAINBOW NATIONAL SERVICES LLC | ||
| RAINBOW NATIONAL SPORTS HOLDINGS LLC | ||
| RAINBOW NETWORK COMMUNICATIONS | ||
| RAINBOW PROGRAMMING HOLDINGS LLC | ||
| RMH GE HOLDINGS I, INC. | ||
| RMH GE HOLDINGS II, INC. | ||
| RMH GE HOLDINGS III, INC. | ||
| RNC HOLDING CORPORATION | ||
| RNC II HOLDING CORPORATION | ||
| RNS CO-ISSUER CORPORATION | ||
| SELECTS VOD LLC | ||
| SPORTS ON DEMAND LLC | ||
| SUNDANCE CHANNEL ASIA LLC |
| SUNDANCE CHANNEL EUROPE LLC | ||
| SUNDANCE CHANNEL L.L.C. | ||
| THE INDEPENDENT FILM CHANNEL LLC | ||
| TWD PRODUCTIONS II LLC | ||
| TWD PRODUCTIONS LLC | ||
| WE TV ASIA LLC | ||
| WE: WOMEN’S ENTERTAINMENT LLC | ||
| WEDDING CENTRAL LLC |
| By | /s/ Xxxxxx Xxxxx | ||||
| Name: Xxxxxx Xxxxx | |||||
| Title: Authorized Signatory |
CONFIRMED AND ACCEPTED,
as of the date first above written:
as of the date first above written:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
X.X. XXXXXX SECURITIES LLC
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
For itself and as a Representative of the other Initial Purchasers named in Schedule I to the
Purchase Agreement
By |
/s/ Henrik Dahlback | |||
| Title: Director |
By: X.X. XXXXXX SECURITIES LLC
For itself and as a Representative of the other Initial Purchasers named in Schedule I to the
Purchase Agreement
By |
/s/ Xxxx Xxxxxxx | |||
| Title: Executive Director |
