REGISTRATION RIGHTS AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTS
Exhibit 3.5
BY AND AMONG
AND
THE XXXXXXX X. XXXXX CHILDREN TRUSTS
Registration
Rights Agreement (this “Agreement”) dated as of June
_______, 2011 (but
effective as provided in Section 10(l)), by and among AMC Networks Inc., a Delaware corporation
(the “Company”), the Xxxxxxx X. Xxxxx Children Trusts, created under an Agreement dated
December 22, 2009, between Xxxxxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxx and Xxxx X. Xxxxx, as
Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who
have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this
Agreement are defined in Annex A hereto.
WITNESSETH:
WHEREAS, as of the date of this Agreement, the Children Trusts own shares of Cablevision NY
Group Class B Common Stock, par value $.01 per share (“Cablevision Class B Common Stock”),
and shares of Cablevision NY Group Class A Common Stock, par value $.01 per share (“Cablevision
Class A Common Stock”);
WHEREAS, the Children Trusts are party to a Registration Rights Agreement, dated as of January
13, 2010, by and among Cablevision and the Children Trusts, and the Children Trusts have certain
registration rights under that agreement with respect to shares of Cablevision Class A Common
Stock;
WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of
Cablevision Class A Common Stock all of the outstanding shares of the Company’s Class A Common
Stock, $.01 par value (the “Class A Common Stock”), and
to the holders of Cablevision Class B Common Stock all of the outstanding shares of the
Company’s Class B Common Stock, $.01 par value (the “Class B Common Stock”); and
WHEREAS, the Company and the Children Trusts wish to provide for benefits and restrictions
applicable to the Shares owned by the Children Trust Holders following the Distribution, all as
provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereby agree as follows:
1. Conversion of Class B Common Stock into Class A Common Stock.
(a) Transfers Requiring Conversion. Subject to Section 1(b), (i) each
Children Trust agrees that if at any time or from time to time it desires to sell, transfer or
otherwise dispose of, directly or indirectly (including, without limitation, any transfer or
issuance of equity or beneficial interests in an entity that is a Children Trust Holder) (a
“Transfer”), any or all of its shares of Class B Common Stock and (ii) each other
Children Trust Holder agrees that if at any time or from time to time it desires to Transfer any or
all of its CSCo Shares, such Children Trust or Children Trust Holder, as the case may be, shall
convert such shares of Class B Common Stock into shares of Class A Common Stock in accordance with
the terms of the Amended and Restated Certificate of Incorporation of the Company immediately prior
to such Transfer. Subject to Section 1(b), the Company shall be under no obligation to record the
Transfer on its books of such shares of Class B Common Stock until they have been converted into
Class A Common Stock.
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(b) Permissible Transfers Without Conversion. The provisions of subparagraph (a) of
this Section 1 are inapplicable to (i) any Transfer of shares of Class B Common Stock
(including any Transfer of equity or beneficial interests in an entity that is a Children Trust
Holder) to Xxxxx, his spouse, any person related to Xxxxx by reason of being his ancestor or
descendent (natural or adopted), any Acceptable Marital Trust, any entity (whether a corporation,
partnership, limited liability company, trust or other entity of any kind) all of the equity or
beneficial interests in which are owned or held by any of the foregoing persons, or any person
(whether or not such person is one of the foregoing persons) who is a trustee for, or is acting on
behalf of, any of such foregoing persons, and (ii) any bona fide pledge or similar
perfected security interest relating to any interest in any of the foregoing persons (an
“Indirect Pledge”) or to Collateral Stock, in either case for the benefit of any Creditor;
provided, however, that the Transfer shall not be permissible and shall be void for
all purposes unless (x) in the case of a Transfer referred to in clause (i) of this Section
1(b) the transferee executes a joinder agreement in the form attached hereto as Exhibit A (it being
understood that, if such transferee is also a successor to a Children Trust, neither the obligation
to execute, nor the execution of, such joinder agreement shall limit the effect of the first
sentence of Section 10(d)), and (y) in the case of a Transfer referred to in clause (ii) of
this Section 1(b), (A) such shares of Collateral Stock or, in the case of an Indirect
Pledge, such interests in such other person, remain registered solely in the name of one or more
Children Trust Holders, and (B) any such Creditor agrees with the Company in a writing
reasonably acceptable to the Company not to foreclose on, or otherwise make use of or exercise
remedies with respect to, or effect any Transfer of, the Collateral Stock or, in the case of an
Indirect Pledge,
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such interests, without prior conversion of the shares of Collateral Stock or, in the case of
an Indirect Pledge, the shares of Class B Common Stock, owned by the person the interests in which
are the subject of the Indirect Pledge into shares of Class A Common Stock in accordance with the
terms of the Amended and Restated Certificate of Incorporation of the Company, and provided
further that the last sentence of paragraph (a) of this Section 1 shall remain applicable
to any shares of Class B Common Stock that are the subject of a Transfer, including any pledge or
the creation of any security interest, pursuant to this Section 1(b).
(c) Legends. All certificates representing shares of Class B Common Stock that are
covered by this Agreement shall have endorsed thereon a legend which shall read substantially as
follows:
“The shares represented by this certificate are held subject to
the terms of a certain Registration Rights Agreement, dated
[month] [day], 2011, by and among AMC Networks Inc. and the Xxxxx
Children Trusts, as amended from time to time, a copy of which is
on file with the Secretary of AMC Networks 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. Demand Registration by the Children Trust Parties of the Shares.
(a) Demand Registration. One or more of the Children Trust Parties may request in
writing, with the prior written consent (the “Xxxxx Consent”) of (i) Xxxxx,
(ii) if Xxxxx is deceased or disabled, of his widow, if deceased, or spouse, if disabled,
or (iii) if both Xxxxx and his wife are deceased or disabled, the Xxxxx Family Committee,
that the Company file a registration statement on an appropriate form for the general registration
of securities under the Securities Act, and include therein such number of the
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Shares owned by such Children Trust Party as such person may specify in its written request;
provided, however, that (x) the Company shall not be required to file a
registration statement pursuant to this Section 2 if (A) the Shares requested to be so
registered do not, in the case of a Children Trust Holder, together with any Shares timely
requested to be registered by other Children Trust Holders and Other Holders pursuant to the
third-to-last sentence of this Section 2(a), have an aggregate Market Price exceeding the Rule 144
Threshold as of the Trading Day immediately preceding the expiration of the applicable Notice
Period under such sentence or, in the case of a Qualifying Creditor, do not have an aggregate
Market Price exceeding the Rule 144 Threshold as of the Trading Day immediately preceding the date
on which the request for registration is received by the Company, or (B) the Company
delivers to each Children Trust Party requesting registration under this Section 2 an opinion of
counsel to the Company (such opinion and such counsel to be reasonably acceptable to each such
Children Trust Party, it being agreed that the Company’s regular outside securities counsel shall
be deemed to be reasonably acceptable counsel for this purpose) to the effect that the Shares
proposed to be registered by such person may be offered and sold by such person to the public in
the United States together with the Shares requested to be registered by all other Children Trust
Parties and Other Holders (I) without registration pursuant to an effective registration
statement under the Securities Act and (II) within the volume limitations under Rule 144(e)
promulgated under the Securities Act (or any successor rule or regulation) whether or not such
volume limitations are then applicable, (y) subject to the next sentence, after the death
of both Xxxxx and his spouse, the Children Trust Holders shall in the aggregate have the right on
only four occasions to require the Company to file
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a registration statement pursuant to this Section 2, and (z) subject to the next
sentence, a Qualifying Creditor may require registration only following the exercise of its
remedies under a security agreement with a Children Trust Holder and for the purpose of
Transferring Shares pursuant thereto and each Qualifying Creditor may only require one registration
hereunder. The total number of demand registrations under clauses (y) and (z) of the immediately
preceding sentence and under the corresponding provisions of the Xxxxx Registration Rights
Agreement shall not exceed four. Notwithstanding anything in this Agreement to the contrary, it is
understood and agreed that the Xxxxx Consent may be granted by the person or entity then entitled
to grant such consent with respect to a Qualifying Creditor at the time the pledge or similar
security arrangement applicable to such Qualifying Creditor is created, and that such consent will
thereafter constitute an irrevocable Xxxxx Consent for any future request by such Qualifying
Creditor for a registration under this Section 2, whether or not the person or entity that granted
such Xxxxx Consent is the person or entity otherwise entitled to xxxxx Xxxxx Consents at the time
such request is actually exercised. All requests made pursuant to this paragraph shall specify the
aggregate number of Shares to be registered and the intended methods of disposition thereof, which
methods may include an underwritten public offering. Upon receipt of a written request for
registration from a Children Trust Holder pursuant to the preceding sentences, the Company shall
promptly give written notice of the proposed registration to each such other Children Trust Holder
and each Other Holder and provide each such other holder with the opportunity to join in such
request by written notice to the Company specifying the aggregate number of Shares to be registered
by such holder within 20 days from the date of the Company’s written notice (such period is
referred to
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as the “Notice Period”). Subject to Section 2(c) of this Agreement, the Company will
use its reasonable best efforts to ensure that each registration statement required to be filed
pursuant to this Section 2 shall be filed with the Securities and Exchange Commission (the
“Commission”) as promptly as reasonably practicable, but not later than 45 days after
receipt of such request by the Company, and the Company shall use its reasonable best efforts to
cause such registration statement to be declared effective by the Commission as promptly thereafter
as practicable; provided, however, that the Company shall not be required to
maintain such effectiveness for more than 90 days. Notwithstanding the Company’s rights to effect
a Suspension of Filing or Suspension of Effectiveness in Section 2(c), the Children Trust Parties
that made the registration request under this Section 2(a) shall have the right to withdraw any
such request, and such withdrawn request shall not count as a demand registration under clause (y)
or (z) of this Section 2(a) or the corresponding provisions under the Xxxxx Registration Rights
Agreement, if (1) the registration statement required to be filed pursuant to this Section
2 is not filed with the Commission by the date that is 45 days after such request is received by
the Company and has not at the time of such withdrawal been filed with the Commission, or is not
declared effective by the date that is 90 days after the date such registration statement is filed
with the Commission and has not at the time of such withdrawal been declared effective, and
(2) in either case, such Children Trust Parties notify the Company of the withdrawal of
such request no later than 10 days after such 45th or 90th day, as the case
may be.
(b) Concurrent Primary Offering. Anything in this Section 2 to the contrary
notwithstanding, if the Company at the time of receipt of a request for
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registration pursuant to this Section 2 has a bona fide intent and plan to file a registration
statement (other than on Form S-4 or S-8 or any successor forms) covering a primary offering by the
Company of its Common Equity Securities, the Company, by notice to the applicable Children Trust
Parties, may delay the filing (but not the preparation) of the requested registration statement for
a period ending on the earlier of (i) 60 days after the closing of such offering or
(ii) 120 days after receipt of the request for registration; and, provided,
further, if the Company either abandons its plan to file such registration statement or
does not file the same within 75 days after receipt of such request, the Company shall promptly
thereafter file the requested registration statement. The Company may not, pursuant to the
immediately preceding sentence, delay the filing of a requested registration statement more than
once during any two-year period.
(c) Suspension of Offering. Upon notice by the Company to any Children Trust Party
which has requested registration under this Section 2 that a negotiation or consummation of a
transaction by the Company or any of its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require disclosure in the registration statement for the
requested registration and such disclosure would, in the good faith judgment of the board of
directors of the Company, be materially adverse to the business interests of the Company, and the
nondisclosure of which in the registration statement would reasonably be expected to cause the
registration statement to fail to comply with applicable disclosure requirements (a
“Materiality Notice”), the Company may delay the filing (but not the preparation) of such
registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality
Notice by the Company pursuant to the preceding sentence at any time when a registration statement
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has been filed but not declared effective, the Company may delay seeking the effectiveness of
such registration statement (a “Suspension of Effectiveness”), and each Children Trust
Party named therein shall immediately discontinue any offers of Shares under such registration
statement until such Children Trust Party receives copies of a supplemented or amended prospectus
that corrects such misstatement or omission, or until it is advised in writing by the Company that
offers under such registration statement may be resumed and has received copies of any additional
or supplemental filings which are incorporated by reference in such registration statement. Upon
the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section
2(c) at any time when a registration statement has been filed and declared effective, each Children
Trust Party named therein shall immediately discontinue offers and sales of Shares under such
registration statement until such Children Trust Party receives copies of a supplemented or amended
prospectus that corrects such misstatement or omission and notice that any post-effective amendment
has become effective, or until it is advised in writing by the Company that offers under such
registration statement may be resumed and has received copies of any additional or supplemental
filings which are incorporated by reference in the registration statement (a “Suspension of
Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering
are collectively referred to herein as, “Suspensions”). If so directed by the Company,
each Children Trust Party will deliver to the Company all copies (other than permanent file copies
then in such Children Trust Party’s possession) of any prospectus covering Shares in the possession
of such Children Trust Party or its agents current at the time of receipt of any Materiality
Notice. In any 12-month period, the aggregate time of all Suspensions shall
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not, without the consent of a majority of the Children Trust Holders (by number of Shares
held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a
Suspension of Offering, any 90-day period in respect of which the Company is required to maintain
the effectiveness of a registration statement pursuant to Section 2(a) of this Agreement shall be
extended by the number of days during which the Suspension of Offering was in effect. In the
event of any Suspension of Offering of more than 30 days in duration prior to which the Children
Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Children Trust
Parties shall be entitled to withdraw such registration prior to the later of (i) the end
of the Suspension of Offering and (ii) three business days after the Company has provided
the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering
will end, and, if such registration is withdrawn, the related demand for registration shall not
count for the purposes of the limitations set forth under clauses (y) and (z) of Section 2(a) or
the comparable provisions under the Xxxxx Registration Rights Agreement.
(d) Market Price; Trading Day. For purposes of this Section 2:
(i) “Market Price” of a share of Class A Common Stock shall mean the weighted
average of the closing prices for the Class A Common Stock on each Trading Day (as defined
below) in the 30-day period ending on the day prior to the date of determination as
reported in the consolidated transaction reporting system of the NASDAQ Global Market or on
the comparable reporting system of such other exchange or trading system that is at the
time the principal market for the Class A Common Stock.
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(ii) “Trading Day” shall mean any day on which trading takes place on the
NASDAQ Global Market or such other exchange or trading system that is at the time the
principal market for the Class A Common Stock.
3. Coordination of PiggyBack Registration Rights.
Each of the Children Trust Parties hereby acknowledges and consents to the grant by the
Company to the Xxxxx Family Affiliate Holders (as defined in the Xxxxx Registration Rights
Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the
Xxxxx Registration Rights Agreement, of the right of the Other Holders to include certain of their
respective shares of Class A Common Stock in certain registration statements filed pursuant hereto.
Each of the Children Trust Parties further acknowledges and agrees that if any offering hereunder
is to be underwritten and if the managing underwriter or underwriters of such offering informs such
person in writing that the number of shares of Class A Common Stock which the Children Trust
Parties, and the Other Holders, as the case may be, intend to include in such offering is
sufficiently large so as to affect the offering price of such offering materially and adversely,
then the respective number of shares of Class A Common Stock to be offered for the account of each
Children Trust Party and each Other Holder, as the case may be, who is participating in such
offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of
Class A Common Stock to be included in such offering to the number recommended by such managing
underwriter. Except for such piggyback registration rights granted to Other Holders, and to any
transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered
pursuant to the Xxxxx Registration Rights Agreement, neither the Company nor any of its security
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holders shall have the right to include any of the Company’s securities in any registration
statement filed pursuant hereto.
4. Piggyback Registration of the Shares.
If the Company proposes to file a registration statement under the Securities Act with respect
to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to
the Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity
Securities or (c) by the Company for its own account of any Common Equity Securities (other
than a registration statement on Form S-4 or S-8, or any successor form or a form filed in
connection with an exchange offer or an offering of securities solely to the existing stockholders
of the Company), the Company shall give written notice of such proposed filing to each of the
Children Trust Holders at least 20 days before the anticipated filing date which shall state
whether such registration will be in connection with an underwritten offering and offer such
Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then
deceased or disabled, to include in such registration statement such number of the Shares as such
Children Trust Holder may request not later than three days prior to the anticipated filing date.
The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering to permit such Children Trust Holders to be included in the
registration for such offering and to include such Shares in such offering on the same terms and
conditions as the Common Equity Securities included in such offering. If such proposed offering is
to be underwritten, then upon request by the managing underwriter or underwriters given to such
Children Trust Holders prior to the effective date of the offering, any Children Trust Holder
electing to have Shares included
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in the registration statement shall either enter into underwriting agreements with customary
terms and conditions for a secondary offering with such underwriter or underwriters providing for
the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on
such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such
agreement, the Company shall have the right to exclude from such registration all (but not less
than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x)
in no event will any Children Trust Holder be required in such underwriting agreement (or in any
other agreement in connection with such offering) to (i) make any representations or
warranties to or agreements with the underwriters other than representations, warranties or
agreements customarily made by selling securityholders in underwritten secondary offerings,
(ii) make any representations or warranties to or agreements with the Company other than
representations, warranties or agreements regarding such Children Trust Holder, the ownership of
such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding
effect of transaction documents executed by such Children Trust Holder in connection with such
registration and such Children Trust Holder’s intended method or methods of distribution and any
other representation required by law; provided that no Children Trust Holder shall be required to
make any representation or warranty to any person covered by the indemnity in Section 8(b) other
than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which
is broader than the indemnity customarily furnished by selling security holders in underwritten
offerings; provided that no Children Trust Holder shall be required to furnish any indemnity
broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to
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any person covered by the indemnity in Section 8(b), and (y) if the managing
underwriter or underwriters of such offering informs the Children Trust Holders in writing that the
number of Shares which the Children Trust Holders and the number of Shares which the Other Holders
intend to include in such offering is sufficiently large so as to affect materially and adversely
the success of such offering, the Shares to be offered for the account of the Children Trust
Holders and the Other Holders shall first be reduced pro rata to the extent necessary to reduce the
total number of shares of Class A Common Stock to be included in such offering to the number
recommended by such managing underwriter. In giving effect to the foregoing reduction, the
respective number of the Shares to be offered for the account of Children Trust Holders shall be
reduced pro rata.
5. Holdback Agreements.
(a) Restrictions on Public Sale by Children Trust Parties. To the extent not
inconsistent with applicable law, each Children Trust Party agrees not to offer publicly or effect
any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144
under the Securities Act (or any successor rule or regulation), during the seven days prior to, and
during the 90-day period beginning on, the effective date of any registration statement filed by
the Company pursuant to which any such shares or securities are being registered (except as part of
such registration), if and to the extent requested by the Company in the case of a non-underwritten
public offering or if and to the extent requested by the managing underwriter or underwriters in
the case of an underwritten public offering.
(b) Restrictions on Public Sale by the Company and Others. The Company agrees
(i) that during the seven days prior to, and during the 90-day period
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beginning on, the effective date of any registration statement filed at the request of a
Children Trust Party pursuant hereto, the Company will not offer publicly or effect any public sale
or distribution of Common Equity Securities (other than any such sale or distribution of such
securities in connection with any merger or consolidation of the Company or any subsidiary with, or
the acquisition by the Company or a subsidiary of the capital stock or substantially all of the
assets of, any other person or any offer or sale of such securities pursuant to a registration
statement on Form S-8), and (ii) that any agreement entered into after the date of this
Agreement pursuant to which the Company issues or agrees to issue any privately placed Common
Equity Securities shall contain a provision under which holders of such securities agree not to
effect any public sale or distribution of any such securities during the periods described in (i)
above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation)
under the Securities Act (except as part of any such registration, if permitted).
6. Registration Procedures.
In connection with any registration of the Shares owned by a Children Trust Party contemplated
hereby, the Company will as expeditiously as possible:
(a) Furnish to such Children Trust Party, prior to filing a registration statement, copies of
such registration statement as proposed to be filed, and thereafter such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits
thereto), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents in such quantities as such Children Trust Party may reasonably
request from time to time in order to facilitate the disposition of the Shares.
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(b) Use its reasonable best efforts to register or qualify the Shares being registered as
contemplated hereby (the “Registered Class A”) under such other securities or blue sky laws
of such jurisdictions as such Children Trust Party reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable such Children Trust Party
to consummate the disposition in such jurisdictions of the Registered Class A; provided
that the Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph (b),
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to
general service of process in any such jurisdiction.
(c) Use its reasonable best efforts to cause the Registered Class A to be registered with or
approved by such other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable such Children Trust Party to consummate the
disposition of such Registered Class A.
(d) Notify such Children Trust Party at any time, (i) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a
registration statement or related prospectus or for additional information, (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of a registration
statement or the initiation of any proceedings for that purpose, (iii) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registered Class A for sale in any jurisdiction, or the initiation
or threatening of any proceeding for such purpose, and (iv) when a prospectus relating
thereto is required to be delivered under the Securities Act, of the happening of any event as a
result of which the
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prospectus included in such registration statement contains 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, and, except as otherwise provided in Section 2(c) hereof, the
Company will, as expeditiously as practicable, prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registered Class A, such prospectus will
not contain an untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading.
(e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at
the earliest date reasonably practical.
(f) Cause all such Registered Class A to be listed on the NASDAQ Global Market or on any other
securities exchange on which the Class A Common Stock is then listed, provided that the
applicable listing requirements are satisfied.
(g) Enter into customary agreements (including an underwriting agreement in customary form)
and take such other actions as are reasonably requested by the relevant Children Trust Party in
order to expedite or facilitate the disposition of the Registered Class A.
(h) Make available for inspection by such Children Trust Party, any underwriter participating
in any disposition pursuant to such registration statement, and any attorney, accountant or other
agent retained by such Children Trust Party or such underwriter (collectively, the
“Inspectors”), all financial and other records, pertinent
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corporate documents and properties of the Company (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and
cause the officers, directors and employees of the Company to supply all information reasonably
requested by any such Inspector in connection with such registration statement. Records which the
Company determines, in good faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the registration statement
or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction. Any Children Trust Party shall use reasonable best efforts, prior
to any disclosure by any such Inspector under clause (i) of the preceding sentence, to inform the
Company that such disclosure is necessary to avoid or correct a misstatement or omission in the
registration statement. Each Children Trust Party further agrees that it will, upon learning that
disclosure of Records is sought in a court of competent jurisdiction, give notice to the Company
and allow the Company, at the expense of the Company, to undertake appropriate action to prevent
disclosure of the Records deemed confidential.
(i) In the event such sale is pursuant to an underwritten offering, use its reasonable best
efforts to (i) obtain a comfort letter from the independent public accountants for the
Company in customary form and covering such matters of the type customarily covered by such letters
as any Children Trust Party reasonably requests and (ii) ensure that (A) the
representations, warranties and covenants contained in the applicable underwriting agreement shall
expressly be for the benefit of any Children Trust Party participating in such sale, (B)
the conditions to closing in said underwriting
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agreement shall be reasonably satisfactory to such Children Trust Party and (C) to the
extent customary, all comfort letters and opinions of counsel contemplated by said underwriting
agreements are delivered to such Children Trust Party on the closing date of the offering.
(j) Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission and have the registration statement declared effective as soon as
practicable after filing.
The Company may require any Children Trust Party to furnish to the Company such information
regarding such Children Trust Party as the Company may from time to time reasonably request in
writing, in each case only as required by the Securities Act or the rules and regulations
thereunder.
Each Children Trust Party agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 6(d) hereof, such Children Trust Party will
forthwith discontinue disposition of the Registered Class A pursuant to the registration statement
covering such Registered Class A until such Children Trust Party receives the copies of the
supplemented or amended prospectus contemplated by Section 6(d) hereof, and, if so directed by the
Company, such Children Trust Party will deliver to the Company (at the expense of the Company) all
copies, other than permanent file copies then in such Children Trust Party’s possession, of the
prospectus covering such Registered Class A current at the time of receipt of such notice. If
interrupted by receipt of any such notice pursuant to Section 6(d), any 90-day period in respect of
which the Company is required to maintain the effectiveness of a registration
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statement pursuant to Section 2(a) shall be extended by the number of days during which the
interruption was in effect.
7. Registration Expenses.
Other than in the case of (a) a registration at the request of a Qualifying Creditor
or (b) a demand registration under Section 2(a)(iii) after the second such registration
(each registration referred to in clause (a) or (b), a “Designated Registration”), all
expenses incident to the performance of or compliance with this Agreement by the Company,
including, without limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registered Class A), printing expenses, messenger
and delivery expenses, internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), the fees and expenses
incurred in connection with the listing of the Registered Class A on the NASDAQ Global Market or
any other securities exchange on which such Class A Common Stock is then listed, fees and
disbursements of counsel for the Company and its independent certified public accountants
(including the expenses of any special audit or comfort letters required by or incident to such
performance), securities acts liability insurance (if the Company elects to obtain such insurance),
the fees and expenses of any special experts retained by the Company in connection with such
registration, the fees and expenses of other persons retained by the Company, including transfer
agents, trustees, depositories and registrars (all such expenses being herein called
“Registration Expenses”), will be borne by the Company. In the case of a Designated
Registration, all Registration Expenses other than
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internal expenses of the Company and securities acts liability insurance obtained by the
Company at its election, shall be borne by the Qualifying Creditor or the Children Trust Holders
participating in the offering, as the case may be. The Company will not have any responsibility
for any of the expenses of any Children Trust Party incurred in connection with any registration
statement hereunder, including, without limitation, underwriting discounts or commissions
attributable to the sale of Registered Class A and fees and expenses of counsel for such Children
Trust Party.
8. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and hold
harmless, to the fullest extent permitted by law, (i) each Children Trust Party,
(ii) the directors, officers, partners, employees, agents, beneficiaries, trustees, members
and affiliates of each Children Trust Party, and the directors, officers, partners, employees and
agents of each such affiliate, and (iii) each person who controls any of the foregoing
(within the meaning of the Securities Act and the Exchange Act), and any investment adviser
thereof, against any and all losses, claims, damages, liabilities, expenses (or actions or
proceedings in respect thereof) or costs (including, without limitation, costs of investigation and
reasonable attorneys’ fees and disbursements incurred by any such indemnified person in connection
with enforcing its rights hereunder preparing, pursuing or defending any such loss, claim, damage,
liability, expense, action or proceeding), including any of the foregoing incurred in settlement of
any litigation commenced or threatened (collectively, “Losses”), joint or several, based
upon or arising out of (x) any untrue or alleged untrue statement of material fact
contained in any registration statement, prospectus, preliminary prospectus, summary
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prospectus or amendment or supplement thereto, (y) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under which they were made)
not misleading, or (z) any violation by the Company of any federal, state or common law
rule or regulation applicable to the Company in connection with such registration, and the Company
will reimburse each such indemnified party for any such Loss, except in each case insofar as any
such Loss arises out of or is based upon an untrue statement or omission made in any such
registration statement, prospectus, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement, or a violation of law or regulation in reliance upon and in conformity
with written information furnished to the Company by such indemnified party expressly for use in
the preparation thereof, it being understood that the information to be furnished to the Company
for use in the preparation of any such document shall be limited only to the information
specifically referenced in the penultimate sentence of Section 8(b). Such indemnity shall remain
in full force and effect regardless of any investigation made by such indemnified person and shall
survive the Transfer of any Shares by any such indemnified person. The indemnity in this Section
8(a) shall not apply to Losses incurred by a person other than in his or her capacity as a selling
security holder. In connection with an underwritten offering, the Company will indemnify the
underwriters thereof, their officers and directors and each person who controls such underwriters
(within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above
with respect to the indemnification of each Children Trust Party.
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(b) Indemnification by Children Trust Parties. In connection with any registration
statement contemplated hereby, each Children Trust Party participating in any offer or sale
pursuant to such registration statement will furnish to the Company in writing such information
with respect to such Children Trust Party as the Company reasonably requests for use in connection
with any such registration statement, prospectus, preliminary prospectus, summary prospectus or
amendment or supplement thereto and agrees to indemnify and hold harmless, severally, and not
jointly, to the fullest extent permitted by law, the Company, its directors, officers, employees,
agents and affiliates and the directors, officers, partners, employees and agents of each such
affiliate and each person who controls the Company (within the meaning of the Securities Act or the
Exchange Act) against any Losses insofar as such Losses arise out of or are based upon (i)
an untrue or alleged untrue statement of a material fact contained in any such registration
statement, prospectus, preliminary prospectus, summary prospectus or 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 (in the case of a prospectus, in the light of
the circumstances under which they were made) not misleading, to the extent that such untrue
statement or omission is contained in or omitted from any information with respect to such Children
Trust Party so furnished in writing by such Children Trust Party expressly for use in the
preparation of such registration statement, prospectus, preliminary prospectus, summary prospectus
or amendment or supplement thereto, as the case may be, or (ii) any violation by such
Children Trust Party of any federal, state or common law rule or regulation applicable to such
Children Trust Party in connection with such registration. It is understood that the
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information to be furnished by a Children Trust Party to the Company for use in the
preparation of any such document shall be limited only to information regarding such Children Trust
Party, the ownership of such Children Trust Party’s Common Equity Securities, such Children Trust
Party’s intended method or methods of distribution and any other information required by law. The
liability of a Children Trust Party under this Section 8(b) shall not exceed the amount of net
proceeds received by such Children Trust Party (net of underwriting discounts borne by such
Children Trust Party) from the sale of the Shares in the offering that is the subject of an
indemnity claim under this Section 8(b).
(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such
person of any written notice of the commencement of any action, suit, proceeding or investigation
or threat thereof made in writing for which such person will claim indemnification or contribution
pursuant to this Agreement, provided that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnified party of its obligations under this Section 8,
except to the extent that the indemnifying party is materially prejudiced by such failure to give
notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may
exist between such indemnified party and the indemnifying party with respect to such claim, the
indemnified party shall permit the indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to such indemnified party. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the
fees and expenses of more than one counsel with respect
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to such claim, unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels. No indemnifying party will be subject to any
liability for any settlement made without its consent. No indemnifying party, in the defense of
any such claim or litigation shall, except with the consent of the applicable indemnified party,
which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect of such claim or
litigation.
(d) Indemnification Payments. Any indemnification required to be made by an
indemnifying party pursuant to this Section 8 shall be made by periodic payments to the indemnified
party during the course of the action or proceeding, as and when bills are received by such
indemnifying party with respect to indemnifiable Losses incurred by such indemnified party.
(e) Contribution. If the indemnification provided for in this Section 8 from the
indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is
insufficient to hold harmless an indemnified party from all Losses covered thereby, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted
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in such Losses, as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such indemnifying party or
indemnified parties, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statements or omissions. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 8(c), any legal or other fees
or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 8(e) were determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. 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.
Notwithstanding anything else contained herein, (i) no party shall be liable for
contribution under this Section 8(e) except to the extent and under such circumstances as such
party would have been liable to indemnify under this Section 8 if such indemnification were
enforceable under applicable law and (ii) no Children Trust Party (or related indemnified
party) shall be required to contribute any amount in excess of the amount by which the net proceeds
received by such Children Trust Party (net of
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underwriting discounts borne by such Children Trust Party) from the sale of Shares in the
offering that is the subject of the claim for contribution exceeds the amount of any damages which
such Children Trust Party (or related indemnified party) would have been required to pay by reason
of the indemnity under this Section 8 if such indemnification was enforceable under applicable law.
If indemnification is available under this Section 8, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in Sections 8(a) and (b) without regard to the
relative fault of said indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 8(e).
9. Participation in Underwritten Registrations. A Children Trust Party may not
participate in any underwritten registration hereunder or under the Xxxxx Registration Rights
Agreement or otherwise unless such Children Trust Party (a) agrees to sell the Shares on
the basis provided in any underwriting arrangements with customary terms and conditions for a
secondary offering approved by the persons entitled hereunder to approve such arrangements and
(b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements, provided that none of the foregoing shall in any way limit the
obligations of the Company under Section 8.
10. Miscellaneous.
(a) Specific Performance. The Company and each Children Trust Party acknowledge that
it will be impossible to measure in money the damage to the Company if such Children Trust Party
fails to comply with any of the obligations imposed by Section 1 of this Agreement, that every such
obligation therein is material
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and that, in the event of any such failure, the Company will not have an adequate remedy at
law or in damages. Accordingly, each Children Trust Party consents to the issuance of an
injunction or the enforcement of other equitable remedies against it at the suit of the Company
without bond or other security, to compel performance by such Children Trust Party of all the terms
of Section 1 hereof, and waives any defenses of (i) failure of consideration, (ii)
breach of any other provision of this Agreement and (iii) availability of relief in
damages.
(b) No Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights granted to the
Children Trust Parties in this Agreement.
(c) Amendments. This Agreement may not be amended, modified or altered except by a
writing duly signed by the party against which such amendment or modification is sought to be
enforced.
(d) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company, the Children Trust Parties and the respective successors and permitted
assigns of the Company and the Children Trust Parties. This Agreement may not be assigned by
either the Company or a Children Trust Party without the prior written consent of the other party
hereto. The Company shall assign its rights and obligations hereunder to any entity that succeeds
to all or substantially all of its assets, by merger or otherwise, including to any holding company
that may be formed to be the parent of the Company, if such entity becomes the issuer of the
securities then owned by the Children Trust Holders.
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(e) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the same
instrument.
(f) Headings. The headings in this Agreement are for reference purposes only and
shall not constitute a part hereof.
(g) Construction. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York without giving any effect to principles of
conflicts of laws.
(h) Notices. Any notice required or desired to be delivered hereunder shall be
(i) in writing, (ii) delivered by personal delivery, sent by commercial delivery
service or certified mail, return receipt requested, or by facsimile or electronic mail,
(iii) deemed to have been given on the date of personal delivery, the date set forth in the
records of the delivery service or return receipt, or in the case of facsimile or electronic mail,
upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such
other address as the party entitled to notice shall hereafter designate in accordance with the
terms hereof), with copies as designated on Schedule 1 hereto.
(i) Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and
the application of such provision to other persons or circumstances shall not be affected unless
the provision held invalid shall substantially impair the benefits of the remaining portions of
this Agreement.
(j) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and is intended to be a complete and exclusive
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statement of the agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
(k) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of
this Agreement, or where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys’ fees in addition to any other available
remedy.
(l) Effectiveness. This Agreement shall become effective on [month] [day], 2011, or
if the Distribution is not consummated on that date, then it shall become effective on the date on
which the Distribution is consummated, in each case without any further action of any of the
parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
| AMC NETWORKS INC. | ||||||
| By: | ||||||
| Title: | ||||||
| XXXXXXXX X. XXXXX | ||||||
| As a Trustee of the Xxxxxxx X. Xxxxx Children Trusts FBO Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx | ||||||
| XXXX X. XXXXX | ||||||
| As a Trustee of the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxxx X. Xxxxx and the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxx X. Xxxxx | ||||||
| XXXXXXX XXXXX | ||||||
| As a Trustee of the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxxx Xxxxx Xxxxx and the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxx X. Xxxxx | ||||||
| XXXX X. XXXXX | ||||||
| As a Trustee of the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxx X. Xxxxx-Xxxxxxx and the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxx X. Xxxxx | ||||||
[Signature Page to Children Trusts Registration Rights Agreement (AMC)]
Annex A
Definitions:
“Acceptable Marital Trust” means a marital trust the income of which is for the
benefit of any spouse of any descendant of Xxxxx and the principal of which (including all shares
of Class B Common Stock held by such trust) is for the sole benefit of any descendant of Xxxxx.
“Cablevision” means Cablevision Systems Corporation, a Delaware corporation.
“Cablevision Class A Common Stock” has the meaning ascribed thereto in the Recitals.
“Cablevision Class B Common Stock” has the meaning ascribed thereto in the Recitals.
“Children Trust Holders” means the Children Trusts and any transferee of shares of
Class B Common Stock pursuant to clause (i) of Section 1(b).
“Children Trust Parties” means all Children Trust Holders and any Qualifying Creditor.
“Children Trusts” has the meaning ascribed thereto in the Recitals.
“Class A Common Stock” has the meaning ascribed thereto in the Recitals.
“Class B Common Stock” has the meaning ascribed thereto in the Recitals.
“Collateral Stock” means shares of Class B Common Stock that are the subject of a bona
fide pledge or similar perfected security interest.
“Commission” has the meaning ascribed thereto in Section 2(a) hereof.
“Common Equity Securities” means shares of any class of common stock, or any
securities convertible into or exchangeable or exercisable for shares of any class of common stock
of the Company.
“Company” has the meaning ascribed thereto in the Recitals.
“Creditor” means any financial institution approved by the Company, such approval not
to be unreasonably withheld.
“CSCo Shares” means shares of Class B Common Stock issued in the Distribution in
respect of shares of Cablevision Class B Common Stock that were owned at any time by Cablevision
Systems Company, CFD Joint Venture or MAC TRUST
A-1
GROUP or issued by Cablevision in respect of any such shares as a result of any stock split,
stock dividend or other recapitalization, and any shares of Class B Common Stock issued by the
Company in respect of such shares issued in the Distribution as a result of any stock split, stock
dividend or other recapitalization.
“Designated Registration” shall have the meaning ascribed thereto in Section 7 hereof.
“Distribution” has the meaning ascribed thereto in the Recitals.
“Xxxxx” means Xxxxxxx X. Xxxxx; such term does not include Xx. Xxxxx’x legal
representatives or his estate.
“Xxxxx Consent” has the meaning ascribed thereto in Section 2(a) hereof.
“Xxxxx Family Committee” means the Xxxxx Family Committee established pursuant to the
AMC Stockholders Agreement, dated as of [month] [day], 2011, by and among each of the holders of
the Class B Common Stock, as the same may be amended, modified or amended and restated from time to
time.
“Xxxxx Registration Rights Agreement” means the Registration Rights Agreement, dated
as of the date hereof, between the Company and the Xxxxx Family Affiliates (as defined therein), as
the same may be amended, modified or amended and restated from time to time.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Inspectors” has the meaning ascribed thereto in Section 6(g) hereof.
“Losses” has the meaning ascribed thereto in Section 8(a) hereof.
“Market Price” has the meaning ascribed thereto in Section 2(d) hereof.
“Materiality Notice” has the meaning ascribed thereto in Section 2(c) hereof.
“Other Holders” has the meaning ascribed thereto in Section 3 hereof.
“Public Offering” has the meaning ascribed thereto in the Recitals.
“Qualifying Creditor” means a Creditor who has, at the written request of a Children
Trust Holder, signed an instrument in form reasonably acceptable to the Company agreeing to be
bound by the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns
Collateral Stock shall be deemed to be the same person as the Qualifying Creditor for purposes of
Section 2.
“Records” has the meaning ascribed thereto in Section 6(g) hereof.
A-2
“Registered Class A” has the meaning ascribed thereto in Section 6(b).
“Registration Expenses” has the meaning ascribed thereto in Section 7 hereof.
“Rule 144 Threshold” means the product of (a) the maximum number of shares of
Class A Common Stock of the Company that could be sold under Rule 144(e)(1) under the Securities
Act (or any successor rule or regulation) and (b) the applicable Market Price provided for
in this Agreement.
“Securities Act” means the Securities Act of 1933, as amended.
“Shares” means (i) shares of Class A Common Stock and Class B Common Stock
acquired by any Children Trust Holder in the Distribution or pursuant to a Transfer in accordance
with Section 1(b), (ii) shares of Class A Common Stock and Class B Common Stock acquired
by any Children Trust Holder as a result of any stock split, stock dividend or other
recapitalization with respect to any shares of Class A Common Stock and Class B Common Stock
acquired by any Children Trust Holder in the Distribution, pursuant to a Transfer in accordance
with Section 1(b) or as provided in this clause (ii) and (iii) shares of Class A Common
Stock acquired upon conversion of Class B Common Stock acquired in the Distribution, pursuant to a
Transfer in accordance with Section 1(b) or as provided in clause (ii).
“Suspension of Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof.
“Suspension of Filing” has the meaning ascribed thereto in Section 2(c) hereof.
“Suspension of Offering” has the meaning ascribed thereto in Section 2(c) hereof.
“Trading Day” has the meaning ascribed thereto in Section 2(d) hereof.
“Transfer” has the meaning ascribed thereto in Section 1(a) hereof.
A-3
Exhibit A
FORM OF JOINDER
REGISTRATION RIGHTS JOINDER AGREEMENT
Reference is made to the Registration Rights Agreement, dated [month] [day], 2011, by and
among AMC Networks Inc. and the Xxxxxxx X. Xxxxx Children Trusts (as amended from time to time, the
“Registration Rights Agreement”).
In consideration of the benefits to which the undersigned is entitled under the Registration
Rights Agreement as a Children Trust Holder (as defined in the Registration Rights Agreement), the
undersigned hereby agrees to be bound by the provisions of the Registration Rights Agreement as a
Children Trust Holder, including Sections 1(a), 1(b) and 1(c) thereof, but, for the avoidance of
doubt, only with respect to its CSCo Shares (as defined in the Registration Rights Agreement).
| Name: [___________] |
E-1
