EXHIBIT 10.39
[Execution Copy]
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of February 5, 2003, between
Cablevision Systems Corporation, a Delaware corporation (the "COMPANY"), on the
one hand, and Quadrangle Capital Partners LP, a Delaware limited partnership
(the "STOCKHOLDER"), on the other hand.
WHEREAS, pursuant to the Securities Purchase Agreement (the "PURCHASE
AGREEMENT"), dated as of December 24, 2002, by and among the Company, CSC
Holdings, Inc., a Delaware corporation and a subsidiary of the Company ("CSC
HOLDINGS"), and the Stockholder, the Stockholder is acquiring an aggregate of
75,000 shares of CSC Holdings' 10% Series A Exchangeable Participating Preferred
Stock (the "PREFERRED SHARES"), which are exchangeable with the Company for
shares (the "EXCHANGE SHARES") of the Company's Cablevision NY Group Class A
Common Stock, par value $.01 per share (the "COMMON STOCK"); and
WHEREAS, the Stockholder desires to have the Exchange Shares be
subject to the rights described herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
1. DEFINITIONS.
(a) As used herein, the following terms shall have the following
meanings:
"AGREEMENT" shall mean this Registration Rights Agreement, as amended,
supplemented or otherwise modified from time to time.
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
other day that the New York Stock Exchange (or, if different, the principal
exchange on which shares of the Common Stock are traded) is not open for
trading.
"COMMISSION" shall mean the Securities and Exchange Commission.
"COMPANY" shall have the meaning set forth in the preamble and shall
also include the Company's successors.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"PROSPECTUS" shall mean the prospectus included in the Registration
Statement, including any preliminary prospectus, and any such prospectus as
supplemented by any prospectus supplement with respect to the terms of the
offering of any of the Registrable Securities, and by all other amendments
and supplements to such prospectus, and in each case including all
documents incorporated by reference therein.
"REGISTER", "REGISTERED" and "REGISTRATION" refer to a registration of
Registrable Securities effected by preparing and filing a Registration
Statement in compliance with the Securities Act and the declaration or
ordering of the effectiveness of such Registration Statement.
"REGISTRABLE SECURITIES" shall mean (i) the Exchange Shares and (ii)
any securities of the Company issued or issuable with respect to any
Exchange Shares referred to in clause (i) by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise. As to any
particular Registrable Securities, such securities shall cease to be
Registrable Securities when (x) a Registration Statement with respect to
the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in
accordance with such Registration Statement, (y) they shall have been
distributed to the public pursuant to Rule 144 or Rule 145 (or any
successor provision) under the Securities Act or (z) they shall have ceased
to be outstanding.
"REGISTRATION EXPENSES" shall mean all expenses incident to the
performance of or compliance with this Agreement by any party, including,
without limitation, all registration, filing and National Association of
Securities Dealers, Inc. fees, all fees and expenses of complying with
securities or blue sky laws, all word processing, duplicating and printing
expenses, messenger and delivery expenses, the fees and disbursements of
counsel for the Company and of its independent public accountants,
including the expenses of any special audits or "comfort" letters required
by or incident to such performance and compliance, premiums and other costs
of policies of insurance obtained by the Company against liabilities
arising out of the public offering of Registrable Securities being
registered, all transfer taxes, if any, relating to Registrable Securities
and any other registration expenses incident to the registration of the
Registrable Securities issued to the Stockholder; PROVIDED that
Registration Expenses shall not include the fees and disbursements of
underwriters, any underwriting discounts and commissions or the fees and
disbursements of counsel for the Stockholder or of its independent public
accountants, except that the reasonable fees and expenses of one firm of
outside counsel for the holders of Registrable Securities shall be included
in Registration Expenses.
"REGISTRATION STATEMENT" shall mean the registration statement of the
Company on Form S-3 (or, if the Company is not then eligible for Form S-3,
such other form for which the Company then qualifies) that is filed by the
Company with the Commission in accordance with Section 3 below. The term
"Registration Statement" shall also include all exhibits and financial
statements and schedules and documents incorporated by reference in such
Registration Statement when it becomes effective under the Securities Act,
and in the case of references to the Registration Statement as of a date
subsequent to the effective date, as amended or supplemented as of such
date.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.
(b) Capitalized terms used herein but not otherwise defined herein
shall have the same meaning as in the Purchase Agreement. Terms defined in the
singular shall have a
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comparable meaning when used in the plural, and vice versa. All matters of an
accounting nature in connection with this Agreement and the transactions
contemplated hereby shall be determined in accordance with generally accepted
accounting principles as in effect from time to time. As used herein, the neuter
gender shall also denote the masculine and feminine, and the masculine gender
shall also denote the neuter and feminine, where the context so permits. The
words "hereof", "herein" and "hereunder", and words of similar import, when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, paragraph,
schedule and exhibit references are to this Agreement unless otherwise
specified.
2. REGISTRATION RIGHTS.
(a) DEMAND REGISTRATIONS. The Stockholder shall have the right upon
written request (a "REQUEST") to request that the Company effect the following
registrations under the Securities Act:
(i) one demand registration, which may be effected by means of a
firm commitment underwritten public offering (an "UNDERWRITTEN OFFERING");
and
(ii) piggy-back registration rights on any registration under the
Securities Act of Common Stock in an Underwritten Offering of at least $100
million (whether or not for the account of the Company or for any
stockholder of the Company) in a manner that would permit the registration
under the Securities Act of Registrable Securities for sale to the public
(a "STOCKHOLDER PIGGY-BACK REGISTRATION"); PROVIDED that the Company shall
have no obligation under this clause (ii) with respect to any registration
on Form S-4 (or any other Registration Statement registering shares in a
merger, consolidation, acquisition or similar transaction) or Form S-8 or
any successor or comparable forms, or a Registration Statement filed in
connection with an exchange offer or otherwise pursuant to a dividend
reinvestment plan, stock purchase plan or other employee benefit plan.
If the Company proposes a Stockholder Piggy-Back Registration, the
Company shall give notice to the Stockholder of its intention to do so not later
than fifteen (15) days prior to the anticipated filing date of the applicable
Registration Statement. The Stockholder may elect to participate in such
registration with respect to Registrable Securities owned by the Stockholder on
the date of such notice on the same basis as the planned method of distribution
contemplated by the proposed registration by delivering written notice of its
election to the Company within five (5) days after the receipt of the Company's
notice pursuant hereto. The Stockholder's election pursuant hereto must (1)
specify the amount of Registrable Securities desired to be included in such
registration by the Stockholder and (2) include any other information that the
Company reasonably requested be included in such Registration Statement. Upon
its receipt of the Stockholder's election pursuant hereto, the Company will,
subject to the cutback rights described below in Section 2(b), use its
reasonable best efforts to include in such registration all Registrable
Securities requested to be included.
(b) PIGGY-BACK REGISTRATION; CUTBACK RIGHTS. The Company may
include in any registration relating to an Underwritten Offering other
securities for sale for its own account or for the account of any other Person.
Notwithstanding the foregoing, in any registration in
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which the Stockholder exercises a piggy-back demand right pursuant to Section
2(a)(ii) or the Company or another Person exercises a right to have other
securities included on a Registration Statement demanded by the Stockholder
pursuant to Section 2(a)(i),if the managing or lead underwriter or underwriters
thereof shall determine in its or their reasonable good faith judgment that it
cannot sell, or that it would not be advisable to sell, all the securities
desired to be sold, then the number of securities that each such Person may have
included shall be reduced according to the following terms until the managing or
lead underwriter or underwriters shall believe that the remaining securities can
be sold and it would not be inadvisable to sell such number of securities:
(i) in the event that the offering in question includes a primary
offering of securities by the Company, then the number of securities that
the Company may have included shall not be reduced and the number of
securities which the Stockholder and any other Persons may have included
shall be reduced pro rata in proportion to the total number of securities
sought to be included by each such Person, subject, in all cases, to the
Company's contractual obligations pursuant to the Registration Rights
Agreements, each dated as of January 27, 1986, as amended, between the
Company and Cablevision Systems Company, in the first case, and the Company
and CSC Holdings Company, in the second case, and
(ii) in the event that the offering in question does not include a
primary offering of securities by the Company, then the number of
securities that the Stockholder and any other Persons may have included
shall be reduced pro rata in proportion to the total number of securities
sought to be included by each such Person, subject, in all cases, to the
Company's contractual obligations pursuant to the Registration Rights
Agreements, each dated as of January 27, 1986, as amended, between the
Company and Cablevision Systems Company, in the first case, and the Company
and CSC Holdings Company, in the second case.
If, as a result of the cutback rights set forth in Section 2(b)(ii)
above, less than 50% of the Registrable Securities sought to be registered by
the Stockholder would be included in a registration under Section 2(a)(i), the
Stockholder's demand will not be deemed to have been made.
(c) EXPENSES. The Registration Expenses in connection with any
registration which may be requested under this Section 2 shall be borne by the
Company, except that another holder piggy-backing on the Stockholder's
Registration Statement pursuant to Section 2(b) shall pay (or shall require the
Company to pay) its pro rata share of the Registration Expenses.
(d) SELECTION OF UNDERWRITERS. One co-lead managing underwriter for
any Underwritten Offering pursuant to Section 2(a)(i) shall be selected by the
Company and, provided that the Company is not including securities for sale for
its own account in such Underwritten Offering, shall be reasonably acceptable to
the Stockholder, and the other co-lead managing underwriter for such
Underwritten Offering shall be selected by the Stockholder and shall be
reasonably acceptable to the Company. Unless the Company has included Common
Stock for its own account in such Underwritten Offering, the co-lead managing
underwriter selected by the Stockholder shall establish the pricing of the
Common Stock in the Underwritten
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Offering. The Stockholder shall not have any right to select an underwriter for
a Stockholder Piggy-Back Registration.
3. REGISTRATION PROCEDURES. If the Company is required to register
Registrable Securities under the Securities Act as provided in Section 2, the
Company will:
(i) prepare and (within 60 days after the receipt of a Request)
file with the Commission the requisite Registration Statement to effect
such registration and use reasonable best efforts to cause such
Registration Statement to become effective, PROVIDED that before filing
such Registration Statement or any amendments thereto, the Company will
furnish to the counsel selected by the Stockholder copies of all such
documents proposed to be filed, which documents will be subject to the
review of such counsel before any such filing is made, and the Company will
comply with any reasonable request made by such counsel to make changes in
any information contained in such documents relating to the Stockholder;
(ii) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in
connection therewith as may be necessary to maintain the effectiveness of
such registration and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
Registration Statement until the earlier of (A) such time as all of such
securities have been disposed of and (B) the date which is 60 days after
the date of initial effectiveness of such Registration Statement;
(iii) furnish to the Stockholder such number of conformed copies of
such Registration Statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
Prospectus contained in such Registration Statement and any supplements
thereto and any other Prospectus filed under Rule 424 under the Securities
Act, in conformity with the requirements of the Securities Act, and such
other documents, including documents incorporated by reference, as the
Stockholder may reasonably request;
(iv) use reasonable best efforts to register or qualify all
Registrable Securities registered pursuant to such Registration Statement
under such other securities or blue sky laws of such jurisdictions as the
Stockholder shall reasonably request, to keep such registration or
qualification in effect for so long as such Registration Statement remains
in effect, and take any other action which may be reasonably necessary or
advisable to enable the Stockholder to consummate the disposition in such
jurisdictions of the securities owned by the Stockholder, except that the
Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would
not but for the requirements of this clause (iv) be obligated to be so
qualified, to be subject to taxation or to consent to general service of
process in any such jurisdiction;
(v) use reasonable best efforts to cause all Registrable Securities
covered by such Registration Statement to be registered with or approved by
such other
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governmental agencies or authorities as may be necessary to enable the
Stockholder to consummate the disposition of such Registrable Securities;
(vi) if such registration includes an Underwritten Offering, furnish
to the Stockholder a signed counterpart, addressed to the Stockholder (and
the underwriters), of (x) an opinion of counsel for the Company, dated the
date of the closing under the underwriting agreement, and (y) a "comfort
letter" dated the effective date of such Registration Statement (and a
supplement to such "comfort letter" dated the date of the closing under the
underwriting agreement), signed by the independent public accountants who
have certified the Company's financial statements included in such
Registration Statement, covering substantially the same matters with
respect to such Registration Statement (and the Prospectus included
therein) and, in the case of the accountants' letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to the underwriters in underwritten public offerings of
securities and, in the case of the accountants' letter, such other
financial matters, as the Stockholder (or the underwriters, if any) may
reasonably request;
(vii) promptly notify the Stockholder at any time when the Company
becomes aware that a Prospectus relating to Registrable Securities is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the Prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made, and at the request of the
Stockholder (and subject to Section 4(b)(ii)) promptly prepare and furnish
to the Stockholder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such Prospectus shall not
include 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 not misleading in the light of the circumstances under which they
were made;
(viii) otherwise use reasonable best efforts to comply with the
Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen months,
beginning with the first full calendar month after the effective date of
such Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act, and not file any
amendment or supplement to such Registration Statement or Prospectus to
which the Stockholder shall have reasonably objected on the grounds that
such amendment or supplement does not comply in all material respects with
the requirements of the Securities Act;
(ix) provide a transfer agent and registrar for all Registrable
Securities covered by such Registration Statement not later than the
effective date of such Registration Statement;
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(x) use reasonable best efforts to list all Common Stock covered by
such Registration Statement on any securities exchange on which any shares
of the Common Stock are then listed; and
(xi) upon the reasonable request of the Stockholder, otherwise use
reasonable best efforts to effect the registration of Registrable
Securities under the Securities Act as provided in Section 2.
In the case of any Underwritten Offering, the Company shall
participate in customary "roadshow" presentations and customary analyst's
meetings as reasonably requested by the co-lead managing underwriters.
If requested by the underwriters for any Underwritten Offering, the
Company will enter into its customary underwriting agreement with such
underwriters for such offering, to contain such representations and warranties
by the Company and such other terms as are customarily contained in agreements
of this type, including, without limitation, indemnities to the effect and to
the extent provided in Section 6. The Stockholder shall be a party to such
underwriting agreement and may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and
for the benefit of the Stockholder and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of the Stockholder as well.
4. STOCKHOLDER'S OBLIGATIONS. (a) FURNISHING INFORMATION. The
Stockholder shall furnish to the Company such information regarding itself and
the distribution proposed by it as the Company may reasonably request,
including, without limitation, providing the Company with questionnaires as are
customary for similar transactions, and which the Company may reasonably request
or as may be required by applicable securities laws and regulations, and as
shall be required in connection with any registration, qualification or
compliance referred to in this Agreement. The Stockholder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished to the Company or of the happening of any event, in either
case as a result of which any Prospectus relating to such registration contains
an untrue statement of a material fact regarding the Stockholder or the
distribution of such Registrable Securities or omits to state any material fact
regarding the Stockholder 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 the Stockholder 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.
(b) HOLDBACK AGREEMENT; POSTPONEMENT. (i) The Stockholder agrees by
acquisition of the Registrable Securities not to engage in transactions
involving the Company's equity securities, including by commencing any public
offering of the Company's equity securities, by entering into transactions that
result in another party selling the Company's equity
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securities or by causing a demand registration, during the seven days prior to
and the 120 days after any Registration Statement relating to the Company's
equity securities (other than under Form S-4 or Form S-8) (either for its own
account or for the benefit of the holders of any securities of the Company) has
become effective; PROVIDED, that the Company shall give the Stockholder notice
as soon as reasonably practicable of the date upon which a Registration
Statement relating to the Company's equity securities is expected to become
effective and, in any event the Stockholder's holdback restriction for the seven
day period prior to effectiveness shall not commence until the fourth day after
such notice is given.
(ii) The Company may, by written notice to the Stockholder, postpone
any registration which is requested pursuant to Section 2 or delivery of a
Prospectus pursuant to Section 3(vii) if (A) the Company reasonably believes
that the use of such Registration Statement would require disclosure of a
material corporate development not otherwise required to be disclosed that the
Company has a valid business purpose for not disclosing, (B) the Company is in
the process of making, or preparing to make, a registered offering of securities
and the Company reasonably deems it advisable to temporarily discontinue
disposition of securities, or (C) the Company reasonably believes that
disposition of securities at such time would have a material adverse affect on
the Company. In the event the Company makes any such election, the Stockholder
agrees to keep confidential the fact of such election and any information
provided by the Company in connection therewith.
(iii) Notwithstanding the black-out rights and the lock-up periods
set forth above in Sections 4(b)(i) and 4(b)(ii), the Stockholder shall in any
event be entitled to 120 days in each calendar year that are not subject to any
black-out or lock-up.
5. REGISTRATION STATEMENT. In connection with the preparation and
filing of the Registration Statement under the Securities Act, the Company will
give the Stockholder, its underwriters, if any, and their respective counsel,
the opportunity to participate in the preparation of such Registration
Statement, each Prospectus included therein or filed with the Commission, and
each amendment thereof or supplement thereto. Such opportunity to participate
shall include reasonable access for purposes of due diligence, subject to the
execution and delivery of appropriate confidentiality agreements.
6. INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. In the
event of any registration of any Registrable Securities of the Company under the
Securities Act, the Company will, and hereby does, indemnify and hold harmless
the Stockholder, each other Person who participates as an underwriter in the
offering or sale of such Registrable Securities and each other Person who
controls any such underwriter within the meaning of the Securities Act, against
any losses, claims, damages or liabilities, joint or several, to which the
Stockholder or any such underwriter or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement
under which such Registrable Securities were registered under the Securities
Act, any Prospectus contained therein, or any amendment or supplement thereto,
or any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and the Company will reimburse the Stockholder and each such
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underwriter and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceedings; PROVIDED that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement, any such
Prospectus or amendment or supplement thereto in reliance upon and in conformity
with written information furnished to the Company by the Stockholder for use in
the preparation thereof, (ii) the use of any Prospectus after such time as the
obligation of the Company to keep the same effective and current has expired, or
(iii) the use of any Prospectus after such time as the Company has advised the
Stockholder that the filing of a post-effective amendment or supplement thereto
is required, except such Prospectus as so amended or supplemented, and PROVIDED
FURTHER that the Company shall not be liable to any Person who participates as
an underwriter in the offering or sale of Registrable Securities or any other
Person, if any, who controls such underwriter within the meaning of the
Securities Act in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
the matters described in (i), (ii) or (iii) above or such Person's failure to
send or give a copy of the final Prospectus or supplement to the Persons
asserting an untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written confirmation of the sale of Registrable
Securities to such Person if such statement or omission was corrected in such
final Prospectus or supplement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Stockholder
or any such underwriter or controlling person and shall survive the transfer of
such securities by the Stockholder. The Company's indemnity hereunder shall
relate only to Exchange Shares, and the Company shall otherwise have no
indemnity obligations with respect to other securities issued by the Stockholder
or the registration thereof.
(b) INDEMNIFICATION BY THE STOCKHOLDER. The Stockholder will, and
hereby does, indemnify and hold harmless (in the same manner and to the same
extent as set forth in subdivision (a) of this Section 6) the Company, each
director and officer of the Company, and each other Person, if any, who controls
the Company, within the meaning of the Securities Act, with respect to any
untrue statement or alleged untrue statement of a material fact in or omission
or alleged omission to state a material fact from such Registration Statement,
any Prospectus contained therein, or any amendment or supplement thereto, if
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by the Stockholder for use in the preparation of such
Registration Statement, Prospectus, or amendment or supplement thereto;
PROVIDED, HOWEVER, that the Stockholder shall not be liable to the extent that
the losses, liabilities or expenses arise out of or are based upon (i) the use
by the Company of any Prospectus after such time as the obligation of the
Company to keep the same effective and current has expired or (ii) the use by
the Company of any Prospectus after such time as the Stockholder has advised the
Company that the filing of a post-effective amendment or supplement thereto is
required with respect to any information contained in such Prospectus concerning
the Stockholder, except such Prospectus as so amended or supplemented. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company, or any such director, officer or
controlling person and shall survive the transfer of such securities by the
Stockholder.
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(c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of a notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 6,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action; PROVIDED that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this Section 6, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified to the
extent that it may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to the indemnified party for any legal or
other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.
(d) CONTRIBUTION. If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, in the proportion as
is appropriate to reflect not only the relative fault of the indemnifying party
and the indemnified party, but also the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the other, as
well as any other relevant equitable considerations. No indemnified party guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any indemnifying party
who was not guilty of such fraudulent misrepresentation.
7. COVENANTS RELATING TO RULE 144/145. The Company will prepare
and file in a timely manner, information, documents and reports in compliance
with the Exchange Act so as to comply with the requirements of such Act and the
rules and regulations thereunder and will, at its expense, forthwith upon the
request of the Stockholder, deliver to the Stockholder a certificate, signed by
the Company's principal financial officer, stating (a) the Company's name,
address and telephone number (including area code), (b) the Company's Internal
Revenue Service identification number, (c) the Company's Commission file number,
(d) the number of shares of Common Stock outstanding as shown by the most recent
report or statement published by the Company, and (e) whether the Company has
filed the reports required to be filed under the Exchange Act for a period of at
least 90 days prior to the date of such certificate and in addition has filed
the most recent annual report required to be filed thereunder. If at any time
the Company is not required to file reports in compliance with either Section 13
or Section 15(d) of the Exchange Act, the Company at its expense will forthwith,
upon the written request of the
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Stockholder, make available adequate current public information with respect to
the Company within the meaning of paragraph (c)(2) of Rule 144 of the General
Rules and Regulations promulgated under the Securities Act.
8. NOTICES, ETC. All notices, requests, demands or other
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered personally (by courier service or otherwise), when delivered by
telecopy if receipt is confirmed by return telecopy, or five days after being
mailed by registered or certified mail, return receipt requested, in each case
to the applicable addresses set forth below:
If to the Company;
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copy to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
If to the Stockholder:
Quadrangle Capital Partners LP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy to
Xxxxxx Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
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or to such other address as such party shall have designated by notice so given
to each other party.
9. AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated except by an
instrument in writing signed by the party against whom enforcement is sought.
The failure of any party to exercise any right, power or remedy provided under
this Agreement or otherwise available in respect hereof at law or in equity, or
to insist upon compliance by any other party with its obligations hereunder, and
any custom or practice of the parties at variance with the terms hereof, shall
not constitute a waiver by such party of its right to exercise any such or other
right, power or remedy or to demand such compliance.
10. ENTIRE AGREEMENT. This Agreement and the Purchase Agreement
embody the entire agreement and understanding between the parties relating to
the subject matter hereof and supersede all prior agreements and understandings
relating to such subject matter.
11. SEVERABILITY. If any term of this Agreement or the application
thereof to any party or circumstance shall be held invalid or unenforceable to
any extent, the remainder of this Agreement and the application of such term to
the other parties or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by applicable law.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their successors and assigns;
PROVIDED that without the prior written consent of the Company, the registration
rights granted to the Stockholder pursuant to this Agreement may be transferred
in whole or in part to a transferee of Preferred Shares; PROVIDED FURTHER, that
following any transfer of registration rights hereunder, the Company shall have
no obligation to give notices hereunder to or accept notices hereunder from any
Person other than Quadrangle Capital Partners LP. If any transferee of the
Stockholder 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.
13. GOVERNING LAW. This Agreement AND ALL DISPUTES AND
CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE LAWS OF ANY OTHER
JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES
OF THE STATE OF New York.
14. NAME, CAPTIONS. The name assigned this Agreement and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof.
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15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
CABLEVISION SYSTEMS CORPORATION
By:
--------------------------
Name:
Title:
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP, its General Partner
By: Quadrangle GP Investors LLC, its General Partner
By:
---------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Member
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