Contract
Exhibit 2.2
CONTRIBUTION
AGREEMENT (this “Agreement”), dated as of
January , 2010, by and among
CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), REGIONAL
PROGRAMMING PARTNERS, a New York general partnership and an indirect wholly-owned subsidiary of
Cablevision (“RPP”), and MADISON SQUARE GARDEN, INC., a Delaware corporation
(“MSG”).
RECITALS
WHEREAS,
Cablevision and MSG are parties to a Distribution Agreement, dated as
of January , 2010 (the “Distribution Agreement”);
WHEREAS,
pursuant to the Distribution Agreement, the Parties wish to cause the
transactions described on Annex I (the “Reorganization Transactions”) to be completed
including, without limitation, the assignment by RPP to MSG of (i) all of the issued and
outstanding common stock of Rainbow Garden Corp (the “RGC Common Stock”) and (ii) all the
membership interests in Regional MSG Holdings LLC (the “Holdings Interests;” the
assignments of the RGC Common Stock and the Holdings Interests are referred to herein as the
“Assignments”);
WHEREAS, in consideration of the Assignments, MSG wishes to issue to RPP, and RPP wishes to
receive, 5,000 shares of newly issued Common Stock, par value $.01 per share, of MSG (the “MSG
Stock”);
WHEREAS, in order to complete the Reorganization Transactions and the MSG Stock issuance, the
parties desire to enter into this Agreement; and
WHEREAS, terms used but not defined herein have the meanings assigned thereto in the
Distribution Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged by this Agreement, the parties agree as follows:
1.
Assignments. Subject to the terms of the Distribution
Agreement, each of Cablevision and MSG shall take all actions
necessary to cause the completion of the Reorganization Transactions
to which it or any of its subsidiaries is a party. In furtherance
thereof, effective as of
the date of this Agreement, RPP shall assign to MSG, and MSG shall accept from RPP, all of RPP’s
right, title and interest in the RGC Common Stock and the Holdings Interests, pursuant to the
Assignment Agreement, dated the date of this Agreement between RPP and MSG.
2. Stock Issuance. MSG hereby agrees to issue to RPP, effective as of the date of
this Agreement, the MSG Stock, by delivery of stock certificates
therefor, pursuant to the Assignment Agreement and Stock Power, dated the date of this
Agreement, between RPP and MSG. Cablevision and RPP acknowledge and agree that each of these stock
certificates shall bear the legends contemplated by Annex II hereto.
3. Disclosure. Except as expressly provided in the Distribution Agreement or in any
Ancillary Agreement, (i) none of the parties is making any representation to any other party in
connection with the Reorganization Transactions, the Assignments or the MSG Stock issuance, and
(ii) MSG is not directly assuming any liabilities under the Reorganization Transactions or the
Assignments.
4. Further Assurances. Each party hereto agrees to take such further actions as may
be reasonably necessary to effect the transactions contemplated by this Agreement.
5. Complete Agreement; Construction. This Agreement, including the Annexes hereto
shall constitute the entire agreement between the parties with respect to the subject matter hereof
and shall supersede all previous negotiations, commitments and writings with respect to such
subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex
shall prevail.
6. Ancillary Agreements. This Agreement is not intended to address, and should not be
interpreted to address, the matters specifically and expressly covered by the Distribution
Agreement or the Ancillary Agreements. Without limiting the foregoing
sentence, the provisions of Section 2.12 and 2.13 of the Distribution
Agreement shall apply to the Reorganization Transaction and the
Assignments.
7. Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become effective when one or more
such counterparts have been signed by each of the parties and delivered to the other parties.
8. Survival of Agreements. Except as otherwise contemplated by this Agreement, all
covenants and agreements of the parties contained in this Agreement shall survive the Distribution
Date.
9. Notices. All notices and other communications hereunder shall be in writing, shall
reference this Agreement and shall be hand delivered or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses (or at such other addresses
for a party as shall be specified by like notice) and will be deemed given on the date on which
such notice is received:
To Cablevision and RPP:
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
To MSG:
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10. Waivers. The failure of any party to require strict performance by any other
party of any provision in this Agreement will not waive or diminish that party’s right to demand
strict performance thereafter of that or any other provision hereof.
11. Amendments. Subject to the terms of Section 14 hereof, this Agreement may not be
modified or amended except by an agreement in writing signed by each of the parties.
12. Assignment. This Agreement shall not be assignable, in whole or in part, directly
or indirectly, by any party without the prior written consent of the other party, and any attempt
to assign any rights or obligations arising under this Agreement without such consent shall be
void; provided that either party may assign this Agreement to a purchaser of all or
substantially all of the properties and assets of such party so long as such purchaser expressly
assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the
due and punctual performance or observance of every agreement and covenant of this Agreement on the
part of the assigning party to be performed or observed.
13. Successors and Assigns. The provisions to this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties and their respective successors and
permitted assigns.
14. Termination. This Agreement may be terminated at any time prior to the
Distribution by and in the sole discretion of Cablevision without the approval of MSG or the
stockholders of Cablevision. In the event of such termination, no party shall have any liability
of any kind to any other party or any other Person. After the Distribution, this Agreement may not
be terminated except by an agreement in writing signed by the Parties.
15. Third-Party Beneficiaries. This Agreement is solely for the benefit of the
parties and should not be deemed to confer upon any other Person any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing without reference to this
Agreement.
16. Title and Headings. Titles and headings to Sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
17. Annexes. The Annexes shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.
18. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed in the
State of New York.
19. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to
trial by jury in any legal proceeding arising out of or related to this Agreement.
20. Specific Performance. From and after the Distribution, in the event of any actual
or threatened default in, or breach of, any of the terms, conditions and provisions of this
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Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved
shall have the right to specific performance and injunctive or other equitable relief of its rights
under this Agreement, in addition to any and all other rights and remedies at law or in equity, and
all such rights and remedies shall be cumulative. The parties agree that, from and after the
Distribution, the remedies at law for any breach or threatened breach of this Agreement, including
monetary damages, are inadequate compensation for any loss, that any defense in any action for
specific performance that a remedy at law would be adequate is hereby waived, and that any
requirements for the securing or posting of any bond with such remedy are hereby waived.
21. Severability. In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of illegal or unenforceable provisions.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| CABLEVISION SYSTEMS CORPORATION |
||||
| Name: | ||||
| Title: | ||||
| REGIONAL PROGRAMMING PARTNERS | ||||
| By: | RAINBOW MEDIA HOLDINGS LLC, as | |||
| General Partner | ||||
| Name: | ||||
| Title: | ||||
| MADISON SQUARE GARDEN, INC. |
||||
| Name: | ||||
| Title: | ||||
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Annex I
Reorganization Transactions
Transaction
| 1. | RRH I, LLC is dissolved | |
| 2. | RRH II, LLC is dissolved | |
| 3. | Rainbow Regional Holdings LLC is dissolved | |
| 4. | Regional Programming Partners (“RPP”) contributes the stock of Rainbow Garden Corp. and membership interests in Regional MSG Holdings LLC to Madison Square Garden Inc. (“MSG Inc.”) in exchange for common stock of MSG Inc. | |
| 5. | RPP distributes MSG Inc. shares to Rainbow Media Holdings LLC (“RMH”) | |
| 6. | RMH distributes MSG Inc. shares to CSC Holdings, LLC | |
| 7. | CSC Holdings, LLC distributes MSG Inc. shares to Cablevision Systems Corporation | |
| 8. | Cablevision Systems Corporation distributes MSG Inc. shares to its stockholders |
Annex II
Stock Certificates Legends
“The shares represented by this certificate have not been registered under
the Securities Act of 1933 (the “Act”) or any state securities or Blue Sky
laws and may not be sold, transferred, pledged or otherwise disposed of
without registration under the Act or such state laws or unless such sale,
transfer, pledge or other disposition is exempt from registration
thereunder.”1
“If at any time Madison Square Garden, Inc. owns, directly or indirectly,
an interest in a professional sports franchise, the ownership and transfer
of the shares represented by this certificate will be subject to any
applicable restrictions on transfer imposed by the league or other
governing body with respect to such franchise (a “League”) and to the
provisions of Section A.X. of Article Fourth of the amended and restated
certificate of incorporation of Madison Square Garden, Inc., a copy of
which, and a summary of any applicable League restrictions, are on file
with the Secretary of Madison Square Garden, Inc. and will be
furnished without charge to the holder of such shares upon written
request.”
“The shares represented by this certificate are held subject to the terms
of a certain Registration Rights Agreement, dated _________, by and
among Madison Square Garden, Inc. and the Xxxxxxx X. Xxxxx Children
Trusts, as amended from time to time, a copy of which is on file with
the Secretary of Madison Square Garden, Inc., and such shares may not
be sold, transferred or otherwise disposed of, directly or
indirectly, except in accordance with the terms of such Registration
Rights
Agreement.”2
“The
voting and transfer of the shares represented by his certificate are
restricted by, and subject to the terms and conditions of, the
Class B Stockholders’ Agreement, dated as of _________, as it
may be further amended, a copy of which is with the Secretary of
Madison Square Garden, Inc. and will be furnished without charge to
the holder of such shares upon written
request.”3
| 1 | This legend shall be removed from certificates representing Class A Common Stock prior to the distribution of those shares by Cablevision Systems Corporation. | |
| 2 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend shall be placed on the certificates registered in the names of the Xxxxxxx X. Xxxxx Children Trusts. | |
| 3 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend will be placed on all certificates representing Class B Common Stock. |
