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VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into as of June 6,
1997, by and among CSC Parent Corporation, a Delaware corporation ("Parent"),
TeleCommunications, Inc., a Delaware corporation (the "Company"), Cablevision
Systems Corporation, a Delaware corporation ("CSC"), and the Class B Entities
(as defined below).
WHEREAS, CSC, Parent and TCI Communications, Inc. have entered into a
Contribution and Merger Agreement (the "Merger Agreement") dated as of June 6,
1997 providing for, among other things, the Stock Contribution and the Merger;
WHEREAS, the Merger Agreement contemplates the execution and delivery
of this Agreement;
WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements as provided in this Agreement.
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. (a) Capitalized terms that are used but not
otherwise defined herein shall have the meanings given to them in the Merger
Agreement:
(b) 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 on the date hereof; provided, that CSC and Parent and their
Subsidiaries and the officers and directors of CSC and Parent and their
Subsidiaries who are not directors or officers of
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the Company or any of its Subsidiaries shall not, solely as a result of holding
such office of CSC and Parent or any of their Subsidiaries, be deemed Affiliates
or Associates of the Company or its Subsidiaries 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 a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial
Ownership" of, or to "Beneficially Own", any Shares solely by virtue of being a
party to the Merger Agreement or (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
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Beneficial Owner, all Shares as to which such Person is deemed the Beneficial
Owner shall be deemed outstanding.
"Charter Amendments" shall mean each of those amendments to the
certificate of incorporation of CSC, in such form as may be approved by
resolution of the board of directors of CSC, such that each of the CSC Series C
Cumulative Preferred Stock, par value $.01 per share, CSC Series D Cumulative
Preferred Stock, par value $.01 per share, and CSC Series I Cumulative
Convertible Exchangeable Preferred Stock, par value $.01 per share, shall, as a
result of the Merger automatically become at the Effective Time, without any
action by any Person, preferred stock of Parent having the same terms and
designations as immediately prior to the Effective Time except for being
preferred stock of Parent rather than preferred stock of CSC.
"Class B Entities" shall mean Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx 1997
Grantor Retained Annuity Trust, Xxxxx Descendants Trust, Xxxxx Progeny Trust,
Xxxxx Grandchildren Trust, Xxxxx Spouse Trust, DC Xxxxxxxx Trust, DC Xxxxxxx
Trust, DC Xxxxxxxx Trust, DC Patrick Trust, XX Xxxxxx Trust, DC James Trust, CFD
Trust Xx. 0, XXX Xxxxx Xx. 0, XXX Trust Xx. 0, XXX Xxxxx Xx. 0, XXX Trust No. 5,
CFD Trust No. 6 and CFD Trust No. 10.
"Shares" shall mean the Parent Class A Shares and Parent Class B
Shares and any other shares of common stock of Parent.
2. Representations of Parent and CSC. As of the date hereof, Parent
and CSC Severally represent and warrant to the Company and to each of the Class
B Entities that:
(a) each of Parent and CSC has all requisite corporate power and
authority and has taken all corporate action necessary in order to execute and
deliver this Agreement; and
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(b) this Agreement has been duly executed and delivered by Parent and
CSC and is a valid and binding agreement of Parent and CSC enforceable against
each of them in accordance with its terms, subject to the Bankruptcy and Equity
Exception.
3. Representations of the Company. As of the date hereof, the Company
represents and warrants to Parent, to CSC and to each of the Class B Entities
that:
(a) the Company does not Beneficially Own any Shares other than those
Parent Class A Shares to be issued in connection with the Stock Contribution at
the Stock Closing;
(b) the Company has all requisite corporate power and authority and
has taken all corporate action necessary in order to execute and deliver this
Agreement; and
(c) this Agreement has been duly executed and delivered by the Company
and is a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, subject to the Bankruptcy and Equity
Exception.
4. Representations of the Class B Entities. As of the date hereof, the
Class B Entities each severally represents and warrants to the Company, to CSC
and to Parent that:
(a) such Class B Entity Beneficially Owns Shares as set forth opposite
its name in Schedule 4 hereto;
(b) such Class B Entity has all requisite power and authority
(corporate or otherwise) and has taken all action (corporate or otherwise)
necessary in order to execute and deliver this Agreement;
(c) this Agreement has been executed and delivered by such Class B
Entity and is a valid and binding
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agreement of such Class B Entity enforceable against it in accordance with its
terms, subject to the Bankruptcy and Equity Exception;
(d) other than filings under the Exchange Act, no notices, reports or
other filings are required to be made by such Class B Entity with, nor are any
consents, registrations, approvals, permits or authorizations required to be
obtained by such Class B Entity from, any Governmental Entity, in connection
with the execution and delivery of this Agreement by such Class B Entity, except
those 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 such Class B Entity to consummate the transactions contemplated
by this Agreement; and
(e) the execution, delivery and performance of this Agreement by such
Class B Entity does not, and the consummation by such Class B Entity 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 such Class B Entity or any of their comparable governing instruments, (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 such Class B Entity
(with or without notice, lapse of time or both) pursuant to, any Contracts
binding upon such Class B Entity or any Law or governmental or non-governmental
permit or license to which such Class B Entity is subject or (iii) any change in
the rights or obligations of any party under any of such Contracts, except, in
the case of clause (ii) or (iii) above, (x) for Contracts, Laws, permits and
licenses also binding upon CSC or to which CSC or its business also is subject
and (y) 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 such Class B Entity to
consummate the transactions contemplated by this Agreement.
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5. Agreement to Vote Shares. Each of the Class B Entities severally
covenants and agrees with the Company, CSC and Parent (a) to vote all Shares
that are Beneficially Owned by such Class B Entity in favor of (or consent with
respect to such Shares for) the adoption and approval of the Merger Agreement
and the Merger, the adoption and approval of the Charter Amendments and the
approval of the issuance of the shares of Parent Common Stock required to be
issued in connection with the consummation of the Stock Contribution at every
meeting of the stockholders of CSC or Parent (or solicitation of consents in
lieu thereof) at which such matters are considered and at every adjournment or
postponement thereof, and (b) to vote such Shares against (or withhold consents
with respect to such Shares for) any proposal that would compete with or serve
to interfere, delay or otherwise inhibit the timely consummation of the matters
contemplated by the foregoing clause.
6. No Voting Trusts or Transfers. After the date hereof, each of the
Class B Entities severally covenants and agrees with the Company, CSC and Parent
that such Class B Entity shall not, and shall not permit any entity to, (i)
deposit any Shares Beneficially Owned by such Class B Entity in a voting trust
or subject any Shares to any arrangement with respect to the voting of such
Shares other than agreements or arrangements entered into in furtherance of the
Transactions or those that would not materially impair the ability to consummate
the Transactions on the schedule contemplated by the Merger Agreement or (ii)
Transfer (as defined in the Stockholders Agreement) any of its interest in
Shares to any Person unless such transferee agrees to be bound by this Agreement
to the same extent as such Class B Entity, other than as agreed in writing by
Parent, CSC and the Company.
7. Stockholders Agreement. Each of the Class B Entities, the Company
and Parent severally agrees that, at the Stock Closing, it will execute and
deliver the Stock holders Agreement.
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8. 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, WITHOUT REFERENCE TO CONFLICTS OF
LAWS PRINCIPLES.
(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 pro visions 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.
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
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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 over night 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 CSC or Parent
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel
fax: (000) 000-0000
(with a copy to Xxxxxx X. Xxxxxxx, Esq.,
Xxxxxxxx & Xxxxxxxx,
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000
fax: (000) 000-0000)
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if to the Class B Entities
Xxxxxxx X. Xxxxx
and
Xxxxxxx X. Xxxxxx
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
(with a copy to Xxxxx X. Xxxxx, Esq.,
Debevoise & Xxxxxxxx,
000 Xxxxx Xxxxxx,
Xxx Xxxx, XX 00000
fax: (000) 000-0000)
if to the Company
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attention: President
fax: (000) 000-0000
with a copy similarly addressed,
Attention: Legal Department
fax: (000) 000-0000
(with a copy to Xxxxxxx X. Xxxxxx, Esq.,
Xxxxxxx & Xxxxxx L.L.C.
Suite 3000
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
fax: (000) 000-0000)
or to such other Persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
(d) 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
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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 in valid 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.
(e) 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.
(f) Termination; Survival. This Agreement shall terminate upon the
termination of the Merger Agreement in accordance with its terms, the mutual
written consent of all parties hereto or upon the later to occur of the
Effective Time, or the Stock Closing, and all of the provisions hereof shall
terminate at such time.
(g) 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.
(h) 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
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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.
(i) 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 without the written consent of all
other parties hereto.
(j) Entire Agreement; Amendment; Waiver. This Agreement (including any
annexes and schedules hereto) and the Merger Agreement (including any exhibits
and schedules thereto) supersede all prior agreements, written or oral, among
the parties hereto with respect to the subject matter hereof and contains the
entire agreement among the parties with respect to the subject matter hereof.
This Agreement may not be amended, supplemented or modified, and no pro visions
hereof may be modified or waived, except by an instrument in writing signed by
CSC and approved by the majority vote of the directors elected by the Class A
Shares and, with respect to each of Parent, the Company and the Class B
Entities, by Parent, the Company and such Class B Entities. 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.
(k) No Request for Amendment or Waiver. The Company and the Class B
Entities shall not, and shall cause their respective Controlled Affiliates and
Associates not to, request publicly that Parent or CSC or any of their
respective agents or representatives, directly or indirectly, amend or waive
any provision of this Agreement or make any such request privately if it could
be expected to
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require Parent or CSC to make a public announcement regarding such request.
(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.
IN WITNESS WHEREOF, Parent, the Company, CSC and each Class B Entity
have executed and delivered this Agreement as of the date first written above.
CSC PARENT CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
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XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chairman
XXXXXXX X. XXXXX 1997 GRANTOR
RETAINED ANNUITY TRUST
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chairman
XXXXX DESCENDANTS TRUST
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Co-Trustee
XXXXX PROGENY TRUST
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Co-Trustee
XXXXX GRANDCHILDREN TRUST
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Co-Trustee
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XXXXX SPOUSE TRUST
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Co-Trustee
DC XXXXXXXX TRUST
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Co-Trustee
DC XXXXXXX TRUST
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Co-Trustee
By: /s/ Xxxxxxx Xxx Xxxxx
-------------------------------
Name: Xxxxxxx Xxx Xxxxx
Title: Co-Trustee
DC XXXXXXXX TRUST
By: /s/ Xxxxxxxx Xxxxx Xxxxx
-------------------------------
Name: Xxxxxxxx Xxxxx Xxxxx
Title: Co-Trustee
By: /s/ Xxxxxxx Xxxx Xxxxx
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Name: Xxxxxxx Xxxx Xxxxx
Title: Co-Trustee
DC PATRICK TRUST
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Xx-Xxxxxxx
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00
XX XXXXXX TRUST
By: /s/ Xxxxxxx Xxxx Xxxxx
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Name: Xxxxxxx Xxxx Xxxxx
Title: Co-Trustee
DC JAMES TRUST
By: /s/ Xxxx Xxxxxx Xxxxx
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Name: Xxxx Xxxxxx Xxxxx
Title: Co-Trustee
CFD TRUST NO. 1
By: /s/ Xxxx XxxXxxxxxx
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Name: Xxxx XxxXxxxxxx
Title: Trustee
CFD TRUST NO. 2
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
CFD TRUST NO. 3
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
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CFD TRUST NO. 4
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
CFD TRUST NO. 5
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
CFD TRUST NO. 6
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
CFD TRUST NO. 10
By: /s/ Xxxx XxxXxxxxxx
-------------------------------
Name: Xxxx XxxXxxxxxx
Title: Trustee
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Schedule 4
(Shares of the Class B Entities)
Entities Class B Shares
-------- --------------
Xxxxxxx X. Xxxxx 4,859,281
Xxxxxxx X. Xxxxx 1997 Grantor 1,240,000
Retained Annuity Trust
Xxxxx Descendants Trust 413,625
Xxxxx Progeny Trust 513,625
Xxxxx Grandchildren Trust 307,625
Xxxxx Spouse Trust 52,945
DC Xxxxxxxx Trust 303,116
DC Xxxxxxx Trust 303,116
DC Xxxxxxxx Trust 294,285
DC Patrick Trust 294,285
XX Xxxxxx Trust 303,116
DC James Trust 303,116
CFD Trust No. 1 302,880
CFD Trust No. 2 302,880
CFD Trust No. 3 294,049
CFD Trust No. 4 294,049
CFD Trust No. 5 302,880
CFD Trust No. 6 302,880
CFD Trust No. 10 93,456
