EXHIBIT 1
EXECUTION COPY
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
12,765,000 Shares of Rainbow Media Group Class A Common Stock
UNDERWRITING AGREEMENT
Dated December 12, 2001
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
12,765,000 Shares of
Rainbow Media Group Class A Common Stock
(Par Value $.01 per Share)
UNDERWRITING AGREEMENT
December 12, 0000
XXXX XX XXXXXXX SECURITIES LLC
BEAR, XXXXXXX & CO. INC.
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated XXXXXXX XXXXX
BARNEY INC.
Ladies and Gentlemen:
Cablevision Systems Corporation, a Delaware corporation (the "Company"),
AT&T Broadband CSC II, Inc., a Delaware corporation ("AT&T CSC II"), AT&T
Broadband CSC Holdings, Inc., a Delaware corporation ("AT&T CSC Holdings" and,
together with AT&T CSC II, the "Selling Stockholders"), and AT&T Corp., a New
York corporation ("AT&T"), confirm their respective agreements with Banc of
America Securities LLC ("Banc of America"), Bear, Xxxxxxx & Co. Inc. ("Bear
Xxxxxxx"), Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("Xxxxxxx Xxxxx") and Xxxxxxx Xxxxx Xxxxxx Inc. ("Xxxxxxx Xxxxx
Barney") (collectively, the "Underwriters," which term shall also include any
underwriter substituted as hereinafter provided in Section 10 hereof), with
respect to the sale by the Selling Stockholders, acting severally and not
jointly, and the purchase by the Underwriters, acting severally and not
jointly, of 12,765,000 shares of Rainbow Media Group Class A Common Stock of
the Company, par value $.01 per share (the "Rainbow Media Group Class A Common
Stock"), and with respect to the grant by the Selling Stockholders to the
Underwriters, acting severally and not jointly, of the option described in
Section 2(d) hereof to purchase all or any part of 1,914,750 additional shares
of Rainbow Media Group Class A Common Stock solely to cover over-allotments, if
any. The aforesaid 12,765,000 shares of Rainbow Media Group Class A Common
Stock (the "Firm Shares") to be purchased by the Underwriters and all or any
part of the 1,914,750 shares of Rainbow Media Group Class A Common Stock
subject to the option described in Section 2(d) hereof (the "Additional
Shares") are hereinafter called the "Shares".
The Company and the Selling Stockholders understand that the Underwriters
propose to make a public offering of the Shares as soon as the Underwriters
deem advisable after this Agreement has been executed and delivered.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on From S-3 (No. 333-73474) covering the
registration of certain of its securities, including the Shares, under the
Securities Act of 1933, as amended (the "1933 Act"), including the related
preliminary prospectus or prospectuses. Promptly after execution and delivery
of this Agreement, the Company will prepare and file a prospectus in accordance
with the provisions of Rule 430A ("Rule 430A") of the rules and regulations of
the Commission under the 1933 Act (the "1933 Act Regulations") and paragraph
(b) of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations. The information
included in such prospectus that was omitted from such registration statement
at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective pursuant to paragraph
(b) of Rule 430A is referred to as "Rule 430A Information". Each prospectus
used before such registration statement became effective, and any prospectus
that omitted the Rule 430A Information that was used after such effectiveness
and prior to the execution and delivery of this Agreement, is herein called a
"preliminary prospectus". Such registration statement, including the exhibits
thereto and the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act, at the time it became effective and including
the Rule 430A Information is herein called the "Registration Statement". Any
registration statement filed pursuant to Rule 462(b) of the 1933 Act
Regulations is herein referred to as the "Rule 462(b) Registration Statement,"
and after such filing the term "Registration Statement" shall include the Rule
462(b) Registration Statement. The final prospectus, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
1933 Act, in the form first furnished to the Underwriters for use in connection
with the offering of the Shares, is herein called the "Prospectus".
Section 1. Representations and Warranties. (a) The Company represents and
warrants to and agrees with each of the Underwriters that:
(i) The Company meets the requirements for use of Form S-3 under the
1933 Act. The Registration Statement and any Rule 462(b) Registration
Statement has become effective under the 1933 Act. At the respective times
the Registration Statement, any Rule 462(b) Registration Statement and any
post-effective amendments thereto become effective, at the Closing Time
(and, if any Additional Shares are purchased, at the Additional Closing
Time), (A) the Registration Statement and any amendments and supplements
thereto, comply and will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations, (B) neither the
Registration Statement nor any amendment or supplement thereto includes or
will include an untrue statement of a material fact or omits or will omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading and (C) neither the Prospectus
nor any amendment or supplement thereto includes or will include an untrue
statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty does not apply to
statements or omissions made in reliance upon and in conformity with
information furnished to the Company in writing by (i) any Underwriter
expressly for use in the Registration Statement or the Prospectus or (ii)
by or on behalf of the Selling Stockholders or AT&T expressly for use in
the Registration Statement or the Prospectus.
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(ii) The documents incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3 under the 1933
Act, at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements of
the 1934 Act, and the rules and regulations of the Commission thereunder
(the "1934 Act Regulations"), and, when read together and with the other
information in the Prospectus, at the time the Registration Statement
became effective and at all times subsequent thereto up to each Closing
Time, did not and will not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(iii) KPMG LLP, who are reporting upon the audited financial
statements and schedules included or incorporated by reference in the
Registration Statement, are independent accountants as required by the
1933 Act and the 1933 Act Regulations.
(iv) This Agreement has been duly authorized, executed and delivered
by the Company.
(v) The consolidated historical financial statements of the Company
and its subsidiaries included or incorporated by reference in the
Registration Statement and the Prospectus present fairly the consolidated
financial position of the Company and its subsidiaries as of the dates
indicated and the consolidated results of operations and changes in
financial position of the Company and its subsidiaries for the periods
specified. Such financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. The financial statement schedules, if
any, included in the Registration Statement present fairly the information
required to be stated therein. The selected consolidated financial data
included in the Prospectus present fairly the information shown therein
and have been compiled on a basis consistent with that of the audited
consolidated financial statements included or incorporated by reference in
the Registration Statement.
(vi) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware with power
and authority (corporate and other) under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to transact business as a
foreign corporation and is in good standing in each other jurisdiction in
which it owns or leases property of a nature, or transacts business of a
type, that would make such qualification necessary, except to the extent
that the failure to so qualify or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, considered as
one enterprise.
(vii) The subsidiaries of the Company set forth on Schedule III are,
as of the date hereof, all of the "Restricted Subsidiaries", as such term
is defined in the indenture dated March 22, 2001, between CSC Holdings,
Inc. (a wholly-owned subsidiary of the Company) and the Bank of New York,
Trustee. The subsidiaries of the Company set forth on Schedule IV are
"Unrestricted Subsidiaries", as such term is defined in such
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indenture (the restricted subsidiaries and the unrestricted subsidiaries
are hereinafter referred to collectively as the "Subsidiaries"). The
Subsidiaries on Schedules III and IV with an asterisk by their names,
together with CSC Holdings, Inc., are the only subsidiaries of the Company
which had at December 31, 2000 assets in excess of 10% of the consolidated
assets of the Company and its subsidiaries as at that date or had, in the
aggregate, for the fiscal year then ended revenues or operating cash flow
in excess of 10% of consolidated revenues or consolidated operating cash
flow of the Company and its subsidiaries for such period (such
Subsidiaries are referred to herein as the "Material Subsidiaries"). In
making this determination, any subsidiary acquired after December 31, 2000
shall be deemed to have been acquired as of such date.
(viii) Each Material Subsidiary that is a corporation is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with power and authority (corporate and
other) under such laws to own, lease and operate its properties and
conduct its business; and each such Material Subsidiary is duly qualified
to transact business as a foreign corporation and is in good standing in
each other jurisdiction in which it owns or leases property of a nature,
or transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to be so qualified or in
good standing would not have a material adverse effect on the Company and
its subsidiaries, considered as one enterprise. All of the outstanding
shares of capital stock of each Material Subsidiary that is a corporation
have been duly authorized and validly issued and are fully paid and
nonassessable and, except as disclosed on Schedule III or IV to this
Agreement or as disclosed or contemplated by the Registration Statement,
are owned by the Company, directly or through one or more subsidiaries,
free and clear of any pledge, lien, security interest, mortgage, charge,
claim, equity or encumbrance of any kind.
(ix) Each of the Material Subsidiaries in which the Company or a
subsidiary of the Company is a limited or general partner (hereinafter
called the "Partnerships") has been duly formed and is validly existing as
a limited or general partnership, as the case may be, under the laws of
its jurisdiction of organization, with full power and authority to own,
lease and operate properties and conduct its business; all necessary
filings with respect to the formation of the Partnerships as limited or
general partnerships (as the case may be) have been made under such laws;
and each of the Partnerships is duly qualified to transact business and is
in good standing in each other jurisdiction in which it owns or leases
property of a nature, or transacts business of a type, that would make
such qualification necessary, except to the extent that the failure to be
so qualified or in good standing would not have a material adverse effect
on the Company and its subsidiaries, considered as one enterprise.
(x) The Company had, at September 30, 2001, duly authorized and
outstanding capitalization as set forth in the Prospectus under the
caption "Capitalization"; the Rainbow Media Group Class A Common Stock
conforms in all material respects to the description thereof contained in
the Prospectus and such description conforms in all material respects to
the rights set forth in the instruments defining the same.
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(xi) All of the outstanding shares of capital stock of the Company,
including the Shares, have been duly authorized and validly issued and are
fully paid and non-assessable; and none of the outstanding shares of
capital stock of the Company, including the Shares, was issued in
violation of the preemptive rights of any stockholder of the Company.
(xii) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein or contemplated thereby, there has not been (A) any material loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree and there has not been
any change in the capital stock or long-term debt of the Company or any of
its Subsidiaries or any change which the Company has reasonable cause to
believe will involve any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as one enterprise, or (B) any
transaction entered into by the Company or any subsidiary, other than in
the ordinary course of business, that is material to the Company and its
subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.
(xiii) Neither the Company nor any Subsidiary is in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which it is a party or by
which it may be bound or to which any of its properties may be subject,
except for such defaults that would not have a material adverse effect on
the financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as one enterprise. The
execution and delivery of this Agreement and the compliance by the Company
with its obligations hereunder at each Closing Time shall have been duly
authorized by all necessary corporate action on the part of the Company
and do not and will not result in any violation of the charter or by-laws
of the Company or any Subsidiary, and do not and will not conflict with,
or result in a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any
Subsidiary under:
(A) any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument to which the Company or any
Subsidiary is a party or by which it may be bound or to which any of
its properties may be subject (except for such conflicts, breaches or
defaults or liens, charges or encumbrances that would not have a
material adverse effect on the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as one enterprise) or
(B) any existing applicable law, rule, regulation, judgment,
order or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company or
any Subsidiary or any of its
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properties (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not have a material adverse effect
on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as one
enterprise) or
(C) any material agreement or other material instrument
(including any franchise agreement, license, permit or other
governmental authorization granted by the Federal Communications
Commission (hereinafter called the "FCC"), The New York State Public
Service Commission on Cable Television or any other governing body
having jurisdiction over the Company's cable television operations)
binding upon the Company or any of its Subsidiaries (except for such
conflicts, breaches or defaults or liens, charges or encumbrances
that would not have a material adverse effect on the financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as one enterprise).
(xiv) The statements in the Prospectus under "Risk Factors" and
"Description of Rainbow Media Group Class A Tracking Stock", and the
statements in the Company's annual report on Form 10-K, as supplemented
and amended by the Company's Form 10-K/As, for the year ended December 31,
2000 (the "2000 Form 10-K"), which is incorporated by reference in the
Prospectus, under "Business-- Competition-- Cable Television", "Business--
Regulation-- Cable Television" and "Business-- Regulation-- Programming
and Entertainment", and in the Registration Statement in Item 15, and the
statements cross-referenced therein, insofar as such statements constitute
a summary of the legal matters, documents or proceedings referred to
therein, with respect to such legal matters, documents and proceedings, do
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements therein not misleading.
(xv) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court, domestic or foreign (other than under the 1933
Act and the securities or the blue sky laws of the various states), is
required for the execution, delivery or performance of this Agreement by
the Company, except for any consent, approval, authorization, order or
registration the failure of which to obtain or make or the absence of
which would result in no material adverse effect on the Company and its
subsidiaries, considered as one enterprise.
(xvi) Except as disclosed in the Prospectus, there is no action, suit
or proceeding before or by any government, governmental instrumentality or
court, domestic or foreign, now pending or, to the best of the Company's
knowledge, threatened against or affecting the Company or any Subsidiary
that the Company has reasonable cause to believe will result in any
material adverse change in the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise, or that will materially and
adversely affect the properties or assets of the Company and its
subsidiaries, considered as one enterprise, or that the Company has
reasonable cause to believe will materially adversely affect the
consummation of the transactions contemplated in this Agreement.
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(xvii) There are no contracts or documents of a character required to
be described in the Registration Statement, the Prospectus or the
documents incorporated by reference therein or to be filed as exhibits to
the Registration Statement that are not described and filed as required.
(xviii) The Company and the Subsidiaries each has good and marketable
title to all material properties and assets described in the Prospectus as
owned by it, free and clear of all liens, charges, encumbrances or
restrictions, except such as (A) are described in the Prospectus or (B)
are neither material in amount nor materially significant in relation to
the business of the Company and its subsidiaries, considered as one
enterprise; and any material real property and buildings under lease by
the Company and the Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as do not interfere, to an
extent material to the Company and its subsidiaries, considered as one
enterprise, with the use made and proposed to be made of such property and
buildings by the Company and the Subsidiaries.
(xix) Except as disclosed in the Prospectus, the Company and the
Subsidiaries each owns, possesses or has obtained all material agreements,
governmental licenses, permits, certificates, consents, orders, approvals
and other material authorizations (including, without limitation, all
material governmental authorizations and agreements with public utilities
and microwave transmission companies and pole access and rental
agreements) necessary to own or lease, as the case may be, and to operate
its properties and to carry on its business as presently conducted; and
neither the Company nor any Subsidiary has received any notice of
proceedings relating to revocation or modification of any such licenses,
permits, certificates, consents, orders, approvals or authorizations.
(xx) To the best knowledge of the Company and except as disclosed in
the Prospectus, no labor problem exists with its employees or with
employees of the Subsidiaries that could reasonably be expected to
materially and adversely affect the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as one enterprise.
(b) Each of the Selling Stockholders and AT&T represents and warrants to
and agrees with the Company and each Underwriter, as follows:
(i) At the respective times the Registration Statement, any Rule
462(b) Registration Statement and any post-effective amendments thereto
become effective, at the Closing Time (and, if any Additional Shares are
purchased, at the Additional Closing Time), (A) neither the Registration
Statement nor any amendment or supplement thereto includes or will include
an untrue statement of a material fact or omits or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (B) neither the Prospectus nor any
amendment or supplement thereto includes or will include an untrue
statement of a material fact or omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty applies only to statements
or omissions relating to such Selling Stockholder or to AT&T furnished to
the Company in writing by or on
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behalf of such Selling Stockholder or AT&T expressly for use in the
Registration Statement or Prospectus.
(ii) Such Selling Stockholder has the full right, power and authority
to enter into this Agreement and to sell, transfer and deliver the Shares
to be sold by such Selling Stockholder. The execution and delivery of this
Agreement and the sale and delivery of the Shares to be sold by such
Selling Stockholder and the consummation of the transactions contemplated
herein and compliance by such Selling Stockholder with its obligations
hereunder have been duly authorized by such Selling Stockholder and do not
and will not, whether with or without the giving of notice or passage of
time or both, conflict with or constitute a breach of, or default under,
any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note or other agreement or instrument to which such Selling
Stockholder is a party or by which it may be bound, nor will such action
result in any violation of the provisions of the certificate of
incorporation or by-laws of such Selling Stockholder or any law, order,
rule or regulation applicable to such Selling Stockholder of any court,
federal or state regulatory body, administrative agency or other
governmental body having jurisdiction over such Selling Stockholder or its
properties. AT&T has the full right, power and authority to enter into
this Agreement and the execution and delivery of this Agreement have been
duly authorized by AT&T and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default under, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note or other agreement
or instrument to which AT&T is a party or by which it may be bound, nor
will such action result in any violation of the provisions of the
certificate of incorporation or by-laws of AT&T or any law, order, rule or
regulation applicable to AT&T of any court, federal or state regulatory
body, administrative agency or other governmental body having jurisdiction
over AT&T or its properties.
(iii) Such Selling Stockholder has and will at the Closing Time and,
if any shares of Rainbow Media Group Class A Common Stock subject to the
option described in Section 2(d) are purchased, at any Additional Closing
Time, have good and marketable title to the Shares to be sold by such
Selling Stockholder, free and clear of any security interest, mortgage,
pledge, lien, charge, claim, equity or encumbrance of any kind, other than
pursuant to this Agreement and the Stockholders' Agreement dated March 4,
1998, as amended to the date hereof (as so amended, the "Stockholders
Agreement"); and upon delivery of such Shares and payment of the purchase
price therefor as herein contemplated, assuming each such Underwriter has
no notice of any adverse claim, each of the Underwriters will receive good
and marketable title to the Shares purchased by it from such Selling
Stockholder, free and clear of any security interest, mortgage, pledge,
lien, charge, claim, equity or encumbrance of any kind.
(iv) Neither such Selling Stockholder nor AT&T has taken, or will
take, directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Shares.
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(v) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court, domestic or foreign, (other than under the 1933
Act and the securities or the blue sky laws of the various states) is
required for the performance by such Selling Stockholder or AT&T of its
obligations hereunder, or in connection with the sale and delivery of the
Shares to be sold by such Selling Stockholder hereunder or the
consummation of the transactions contemplated by this Agreement.
(vi) Each Selling Stockholder and AT&T, on behalf of itself and its
other subsidiaries, hereby confirms that, due to a requirement made by
each of the Underwriters, it will not engage in any transactions, directly
or indirectly, involving Rainbow Media Group Class A Common Stock or any
securities the value of which in whole or in part relates to or is based
upon or which is exchangeable for or convertible into in whole or in part
Rainbow Media Group Class A Common Stock, including, without limitation, a
security of AT&T exchangeable into Rainbow Media Group Class A Common
Stock, any derivative security of Rainbow Media Group Class A Common Stock
or any other type of security in a monetization transaction of any of the
Selling Stockholders' Rainbow Media Group Class A Common Stock for a
period of 90 days from the Initial Closing Time; provided, however, that
such Selling Stockholder and AT&T, on behalf of itself and its other
subsidiaries, may transfer its Rainbow Media Group Class A Common Stock in
whole or in part to (i) AT&T, (ii) one or more wholly-owned subsidiaries
of AT&T, (iii) any trust which is beneficially wholly-owned by AT&T or one
or more wholly-owned subsidiaries of AT&T, or (iv) three or fewer persons
or entities or combinations thereof that have significant communications
operations, including, without limitation, telecommunications and/or cable
operations, and/or media operations, including, without limitation,
entertainment operations, in private transfers. Any such transferee
pursuant to the preceding sentence shall comply with the lock-up
restrictions described herein and shall enter into a written agreement to
such effect. Nothing in this paragraph shall limit the Selling
Stockholders, AT&T or any transferee from participating in a take-over,
business combination, tender offer or similar transaction, provided such
transaction is approved by the Company's board of directors. The foregoing
sentence shall not apply to the Shares to be sold hereunder.
(vii) The sale of the Shares pursuant to this agreement is not
prompted by any material, non-public information in such Selling
Stockholder's or AT&T's possession concerning the Company that would cause
such sale to constitute a violation by such Selling Stockholder or AT&T of
Rule 10b-5 promulgated under the Exchange Act.
(c) Any certificate signed by any officer of the Company or any Subsidiary
delivered to the Underwriters or to counsel for the Underwriters in connection
with the offering of the Shares shall be deemed a representation and warranty
by the Company to each Underwriter as to the matters covered thereby; and any
certificate signed by or on behalf of a Selling Stockholder as such and
delivered to the Underwriters or to counsel for the Underwriters pursuant to
the terms of this Agreement shall be deemed a representation and warranty by
such Selling Stockholder to the Underwriters as to the matters covered thereby.
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Section 2. Sale and Delivery to the Underwriters; Closing. (a) On the
basis of the representations and warranties herein contained, and subject to
the terms and conditions herein set forth, each of the Selling Stockholders,
acting severally and not jointly, agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from such Selling
Stockholder, at a purchase price equal to $21.4875 per share that proportion of
the number of Firm Shares set forth in Schedule II opposite the name of such
Selling Stockholder which the number of Firm Shares set forth in Schedule I
opposite the name of such Underwriter, plus any additional number of Firm
Shares which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof, bears to the total number of Firm Shares.
(b) Payment of the purchase price for, and delivery of, the Firm Shares
shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or at such other place in the City of New York, at 10:00
A.M. on December 18, 2001, or at such other time not more than ten full
Business Days thereafter as shall be agreed upon by the Company, the Selling
Stockholders and the Underwriters, or as shall otherwise be provided in Section
10 (such date and time of payment and delivery being herein called the "Initial
Closing Time"). In addition, in the event that any or all of the Additional
Shares are purchased by the Underwriters, payment of the purchase price for,
and delivery of certificates for, such Additional Shares shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Underwriters, the Company and the Selling Stockholders on each Additional
Closing Time, as hereinafter defined, as specified in the notice from the
Underwriters to the Company and the Selling Stockholders.
(c) Payment shall be made to the Selling Stockholders by wire transfer of
immediately available funds to a bank account designated by the Selling
Stockholders, against delivery to the Underwriters for the respective accounts
of the Underwriters of the certificates evidencing the Firm Shares to be
purchased by them. Certificates evidencing the Firm Shares shall be in
definitive form and shall be registered in such names and in such denominations
as the Underwriters may specify at least two business days prior to the Closing
Time by written notice to the Selling Stockholders.
(d) In addition, the Selling Stockholders, acting severally and not
jointly, hereby grant to the Underwriters, severally and not jointly, the
option to purchase up to an additional 1,914,750 Shares, in the respective
amounts set forth in Schedule II as to each Selling Stockholder, at the same
purchase price per Share to be paid by the Underwriters to the Selling
Stockholders for the Firm Shares as set forth in Section 2(a) hereof, less an
amount equal to any dividends or distributions declared by the Company and
payable on the Additional Shares to the Selling Stockholders after the date
hereof, for the sole purpose of covering over-allotments in the sale of the
Firm Shares by the Underwriters. This option may be exercised at any time, in
whole or in part (but not more than once), on or before the 30th day following
the date of the Prospectus, by written notice by the Underwriters to the
Company and the Selling Stockholders. Such notice shall set forth the aggregate
number of Additional Shares as to which the option is being exercised and the
date and time, as reasonably determined by the Underwriters, when the
Additional Shares are to be delivered (such date and time of delivery is herein
sometimes referred to as the "Additional Closing Time", the Initial Closing
Time and the Additional Closing Time are each hereafter referred to as a
"Closing Time"); provided, however, that the Additional Closing Time shall not
be earlier than the Initial Closing Time in respect of the Firm Shares or
earlier than the third full business day (or one full business day if the
10
Additional Closing Time will occur simultaneously with the Initial Closing
Time) after the date on which the option shall have been exercised nor later
than the seventh full business day after the date on which the option shall
have been exercised (unless such time and date are postponed in accordance with
the provisions of Section 10 hereof). The Additional Shares shall be registered
in such names and in such denominations as the Underwriters may request in
writing at least two full business days prior to the Additional Closing Time.
The number of Additional Shares to be sold to each Underwriter shall be
the number which bears the same ratio to the aggregate number of Additional
Shares being purchased as the number of Firm Shares set forth opposite the name
of such Underwriter in Schedule I hereto (or such number increased as set forth
in Section 10 hereof) bears to 12,765,000 subject, however, to such adjustments
to eliminate any fractional shares as the Underwriters in their sole discretion
shall make.
Payment for the Additional Shares shall be made to the Selling
Stockholders in the manner specified in Section 2(c) against delivery to the
Underwriters of the certificates evidencing the Additional Shares, for the
respective accounts of the Underwriters.
Section 3. Certain Covenants of the Company. The Company covenants with
each Underwriter as follows:
(a) The Company will comply with the requirements of Rule 430A and will
promptly effect the filing necessary pursuant to Rule 424(b). The Company has
furnished or will furnish to the Underwriters as many copies of any preliminary
prospectus and the Prospectus as the Underwriters reasonably request.
(b) During the period when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Shares, the Company will, subject
to Section 3(c), file promptly all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the 1934 Act subsequent to the time
the Registration Statement becomes effective. (c) During the period when the
Prospectus is required by the 1933 Act to be delivered in connection with sales
of the Shares, the Company will inform the Underwriters of its intention to
file any amendment to the Registration Statement, any supplement to the
Prospectus or any document that would as a result thereof be incorporated by
reference in the Prospectus; will furnish the Underwriters with copies of any
such amendment, supplement or other document a reasonable time in advance of
filing; and will not file any such amendment, supplement or other document in a
form to which the Underwriters shall reasonably object.
(d) During the period when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Shares, the Company will notify
the Underwriters immediately, and confirm the notice in writing (with respect
to clause (i), upon request), (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the receipt of any comments from the Commission
with respect to the Registration Statement or the Prospectus, (iii) of any
request by the Commission to amend the Registration Statement or any supplement
to
11
the Prospectus or for additional information relating thereto and (iv) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, of the suspension of the qualification of the
Shares for offering or sale in any jurisdiction, or of the institution or to
the Company's knowledge, the threatening of any proceedings for any of such
purposes. The Company will use every reasonable effort to prevent the issuance
of any such stop order or of any order preventing or suspending such use and,
if any such order is issued, to obtain the lifting thereof at the earliest
possible moment.
(e) The Company has furnished or will furnish to the Underwriters one copy
of the originally executed Registration Statement (as originally filed) and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by
reference therein) and a copy of all originally executed consents and
certificates of experts, and has furnished or will furnish to each of the
Underwriters as many conformed copies of the Registration Statement as
originally filed and of each amendment thereto (including documents
incorporated or deemed to be incorporated by reference into the Prospectus but
without exhibits) as the Underwriters may reasonably request.
(f) The Company will use its reasonable best efforts, in cooperation with
the Underwriters, to qualify the Shares for offering and sale under the
applicable securities laws of such states and other jurisdictions as the
Underwriters may designate and to maintain such qualifications in effect for a
period of not less than one year from the date hereof; provided, however, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in
any jurisdiction in which it is not so qualified or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not
otherwise so subject. The Company will file such statements and reports as may
be required by the laws of each jurisdiction in which the Shares have been
qualified as above provided.
(g) The Company will make generally available to its security holders as
soon as practicable, but not later than 45 days after the close of the period
covered thereby (90 calendar days in the case the period corresponds to the
fiscal year of the Company), an earnings statement of the Company (in form
complying with the provisions of Rule 158 of the 1933 Act Regulations),
covering a period of 12 months beginning after the effective date of the
Registration Statement and covering a period of 12 months beginning after the
effective date of any post-effective amendment to the Registration Statement
but not later than the first day of the Company's fiscal quarter next following
such effective date.
(h) The Company will use its reasonable best efforts to comply with the
1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations. If at any time when the Prospectus is required by the 1933 Act to
be delivered in connection with sales of the Shares any event shall occur or
condition exist as a result of which it is necessary to amend the Registration
Statement or amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary at any such time to amend the
Registration Statement or amend or supplement the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act Regulations, the Company
will promptly prepare
12
and file with the Commission, subject to Section 3(d), such amendment or
supplement as may be necessary to correct such untrue statement or omission or
to make the Registration Statement or the Prospectus comply with such
requirements.
(i) For a period of three years after the Initial Closing Time, the
Company will furnish to the Underwriters copies of all annual reports,
quarterly reports and current reports filed with the Commission on Forms 10-K,
10-Q and 8-K, or such other similar forms as may be designated by the
Commission, and such other documents, reports and information as shall be
furnished by the Company to its stockholders generally.
(j) The Company will not be or become, at any time prior to the expiration
of three years after the Initial Closing Time, an open-end investment trust,
unit investment trust or face-amount certificate company that is or is required
to be registered under Section 8 of the Investment Company Act of 1940, as
amended.
(k) The Company will not, without the prior written consent of the
Underwriters offer, sell, contract to sell or otherwise dispose of any Rainbow
Media Group Class A Common Stock (except for (i) shares issuable upon
conversion of securities or exercise of warrants and options outstanding as of
the date of the Prospectus or pursuant to employee benefit plans and (ii)
shares issuable upon exchange of shares of Rainbow Media Holdings, Inc.
pursuant to the Stockholders' Agreement dated October 6, 2000, among the
Company, CSC Holdings, Inc., NBC-Rainbow Holding, Inc. and National
Broadcasting Company, Inc., as in effect on the date hereof), warrants, rights
or options convertible into or exercisable or exchangeable for Rainbow Media
Group Class A Common Stock (except for rights or options pursuant to employee
benefit plans existing on the date of the Prospectus) at any time for a period
of 90 days after the date of the Prospectus.
Section 4. Payment of Expenses. The Company and the Selling Stockholders
will pay and bear all costs and expenses incident to the performance of their
respective obligations under this Agreement, including (a) the preparation,
printing and filing of the Registration Statement (including financial
statements and exhibits), as originally filed and as amended, any preliminary
prospectus and the Prospectus and any amendments or supplements thereto, and
the cost of furnishing copies thereof to the Underwriters, (b) the preparation,
printing and distribution of this Agreement, the Shares and any Blue Sky
Survey, (c) the delivery of the Shares to the Underwriters, (d) the fees and
disbursements of the Company's counsel and accountants, (e) the qualification
of the Shares under the applicable securities laws in accordance with Section
3(f) and any filing for review of the offering with the National Association of
Securities Dealers, Inc., including filing fees and fees and disbursements of
counsel for the Underwriters in connection therewith, and in connection with
any Blue Sky Survey, and (f) the fees and expenses of any transfer agent and
registrar for the Shares.
If this Agreement is terminated by the Underwriters in accordance with the
provisions of Section 5 or 9(a)(i), the Selling Stockholders shall reimburse
the Underwriters for their reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.
13
The provisions of this Section shall not affect any agreement that the
Company, on the one hand, and the Selling Stockholders, AT&T or AT&T Broadband
LLC, on the other hand, may make for the sharing of such costs and expenses.
Section 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters to purchase and pay for the Firm Shares and the Additional
Shares, if any, at each Closing Time, that they have respectively agreed to
purchase hereunder are subject to the accuracy, as of such Closing Time, of the
representations and warranties of the Company and the Selling Stockholders
contained herein or in certificates of any officer of the Company or any
Subsidiary or on behalf of any Selling Stockholder delivered pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholders of their respective obligations hereunder, and to the following
further conditions:
(a) The Registration Statement, including any Rule 462(b) Registration
Statement, has become effective and at such Closing Time, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act and no proceedings for that purpose shall have been
instituted or shall be pending or, to the knowledge of the Company, shall be
contemplated by the Commission, and any request on the part of the Commission
for additional information shall have been complied with to the reasonable
satisfaction of counsel for the Underwriters. A prospectus containing the Rule
430A information shall have been filed with the Commission in accordance with
Rule 424(b) (or a post-effective amendment providing such information shall
have been filed and declared effective in accordance with the requirements of
Rule 430A).
(b) At such Closing Time, the Underwriters shall have received a signed
opinion of Xxxxxxxx & Xxxxxxxx, counsel for the Company, dated as of such
Closing Time, in form and substance satisfactory to counsel for the
Underwriters, to the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.
(ii) The Shares sold by the Selling Stockholders pursuant to the
provisions of this Agreement on such Closing Time have been duly
authorized and validly issued and are fully paid and non-assessable.
(iii) The execution and delivery of this Agreement by the Company,
and the compliance by the Company with the terms of this Agreement do not
and will not result in any violation of the Certificate of Incorporation
or By-laws of the Company, in each case as in effect as of such Closing
Time.
(iv) This Agreement has been duly authorized, executed and delivered
by the Company.
Such counsel shall also furnish the Underwriters with a letter to the
effect that as counsel to the Company, they reviewed the Registration Statement
and the Prospectus, participated in discussions with representatives of the
Underwriters and those of the Company and its accountants and advised the
Company as to the requirements of the 1933 Act and the applicable rules and
regulations thereunder; between the date of the Prospectus and such Closing
14
Time, such counsel participated in further discussions with representatives of
the Underwriters and those of the Company and its accountants in which the
contents of certain portions of the Prospectus and related matters were
discussed and reviewed, reviewed certain documents filed by the Company with
the Commission, certificates of certain officers of the Company and the Selling
Stockholders, an opinion addressed to the Underwriters from Xxxxxx X. Xxxxx,
Esq., Vice Chairman, General Counsel and Secretary for the Company, and a
letter from the Company's independent accountants; on the basis of the
information that such counsel gained in the course of the performance of the
services referred to above, considered in the light of such counsel's
understanding of the applicable law (including the requirements of Form S-3 and
the character of the prospectus contemplated thereby) and the experience such
counsel have gained through their practice under the 1933 Act, they confirm to
the Underwriters that, in such counsel's opinion, the Registration Statement,
as of its effective date, and the Prospectus, as of the date of the Prospectus
(and any amendment to the Registration Statement or supplement to the
Prospectus, as of its respective effective or issue date), appeared on their
face to be appropriately responsive in all material respects to the
requirements of the 1933 Act and the applicable rules and regulations of the
Commission thereunder; further, nothing that came to such counsel's attention
in the course of such review has caused such counsel to believe that the
Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as of the date of the Prospectus, contained any untrue
statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; also, nothing that came to the attention
of such counsel in the course of the procedures described in the second clause
of this paragraph has caused such counsel to believe that the Prospectus, as of
such Closing Time, contained any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
such counsel shall state that the limitations inherent in the independent
verification of factual matters and the character of determinations involved in
the registration process are such that such counsel does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement or the Prospectus except for those made
under the captions "Description of Rainbow Media Group Class A Tracking Stock"
and "Underwriting" in the Prospectus insofar as they relate to provisions of
documents therein described; also, such counsel need express no opinion or
belief as to the financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to the description of statutes,
regulations, proceedings or matters referred to in Section 5(d) hereof.
In rendering such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the laws of the State of New York and the General Corporation
Law of the State of Delaware, and no opinion as to federal or state laws
relating to communications and telecommunications, including laws which
regulate individuals, companies or businesses because such entities provide
communications or telecommunications services, including the provision of cable
television services or telephone services. Such counsel may also state that
they have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by them to be
responsible.
15
(c) At such Closing Time, the Underwriters shall have received a signed
opinion of Xxxxxx X. Xxxxx, Esq., Vice Chairman, General Counsel and Secretary
for the Company, in form and substance satisfactory to counsel to the
Underwriters, to the effect that:
(i) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with corporate
power and authority under such laws to own, lease and operate its
properties and conduct its business as described in the Prospectus.
(ii) The Company is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it
owns or leases property of a nature, or transacts business of a type, that
would make such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on the Company and its
subsidiaries, considered as one enterprise.
(iii) Each Material Subsidiary that is a corporation is duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with corporate power and authority
under such laws to own, lease and operate its properties and conduct its
business. Each Material Subsidiary that is a partnership is duly organized
under the laws of the jurisdiction of its organization.
(iv) The number of authorized shares of capital stock of the Company
is as set forth in the Prospectus under the heading "Capitalization".
(v) All of the outstanding shares of capital stock of each Material
Subsidiary that is a corporation have been duly authorized and validly
issued and are fully paid and nonassessable; except as set forth on
Schedules III and IV to this Agreement or as disclosed in or as
contemplated by the Prospectus, all of such shares are owned by the
Company, directly or through one or more subsidiaries, free and clear of
any material pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind; no holder thereof is subject to personal
liability under the certificate of incorporation or by-laws of the
respective Material Subsidiary or the corporation law of the jurisdiction
in which such Material Subsidiary is organized by reason of being such a
holder and none of such shares was issued in violation of the preemptive
rights of any stockholder of such Material Subsidiary under the
certificate of incorporation or by-laws of such Material Subsidiary or the
corporation law of the jurisdiction in which such Material Subsidiary is
organized.
(vi) To such counsel's knowledge, there are no legal or governmental
proceedings pending or threatened to which the Company or any of its
subsidiaries is or may be a party, or of which any of their properties are
or may be the subject, of a character which are required to be disclosed
in the Registration Statement, the Prospectus, the 2000 Form 10-K or any
Form 10-Q of the Company, other than those disclosed therein or in any
amendments thereto.
(vii) The documents incorporated by reference in the Prospectus or
any further amendment or supplement thereto made by the Company prior to
such Closing Time
16
(other than the financial statements and related schedules therein and any
untrue statement or omission of a material fact contained therein which
was corrected in the Prospectus, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission, as
the case may be, complied as to form in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission thereunder; and he has no reason to believe that such
documents, considered together, as of the date of the Prospectus or as of
such Closing Time, contained or contain an untrue statement of a material
fact or omitted or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(viii) Such counsel does not know of any contracts or documents of a
character required to be described or referred to in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described, referred to or filed as required.
(ix) To the knowledge of such counsel, no default exists in the
performance or observance of any material obligation, agreement, covenant
or condition contained in any contract, indenture, loan agreement, note,
lease or other agreement or instrument that is described or referred to in
the Registration Statement or the Prospectus or filed as an exhibit to the
Registration Statement or any subsequent Form 10-Q of the Company, which
default would have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise.
(x) The execution and delivery by the Company of this Agreement and
the compliance by the Company with its obligations under this Agreement,
will not conflict with the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument (including any franchise agreement, license,
permit or other governmental authorization granted by the FCC, The New
York State Public Service Commission on Cable Television or any other
federal or New York State governing body having jurisdiction over the
Company's cable television operations) known to such counsel to which the
Company or any Subsidiary is a party or by which the Company or any
Subsidiary is bound or to which any of the property or assets of the
Company or any Subsidiary is subject, which conflict, breach, violation or
default would have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, nor will such action result in any
violation of the provisions of the Certificate of Incorporation or By-laws
of the Company or any federal, New York or Delaware General Corporation
Law statute or any order, rule or regulation known to such counsel of any
federal, New York or Delaware court or governmental agency or body having
jurisdiction over the Company or any Subsidiary or any of their
properties, which violation in each case would have a material adverse
effect on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, taken as a whole; and no
consent, approval, authorization, order, registration or qualification of
or with any such court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this
Agreement, except with respect to such consents,
17
approvals, authorizations, registrations or qualifications as may be
required under state or foreign securities laws in connection with the
purchase and distribution of the Shares by the Underwriters.
(xi) All of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; and none of the outstanding shares of capital stock of the
Company was issued in violation of the preemptive rights of any
stockholder of the Company under the Company's Certificate of
Incorporation or By-Laws or the Delaware General Corporation Law.
In rendering such opinion, such counsel may state that he expresses no
opinion as to any matters governed by any laws of any jurisdiction other than
the federal laws of the United States (other than federal communications laws,
as to which such counsel need express no opinion), the laws of the State of New
York and the General Corporation Law of the State of Delaware. In giving such
opinion, such counsel may rely, as to all matters governed by the laws of any
other jurisdiction, upon opinions of other counsel, who shall be counsel
satisfactory to counsel for the Underwriters, in which case the opinion shall
state that he believes the Underwriters and he are entitled to so rely. Such
counsel may also state that, insofar as such opinion involves factual matters,
he has relied upon certificates of officers of the Company and the Subsidiaries
and certificates of public officials.
(d) At such Closing Time, the Underwriters shall have received a signed
opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as special
communications counsel to the Company, in form and substance satisfactory to
counsel to the Underwriters, to the effect that:
(i) The approvals, if any, required to be obtained from the FCC to
consummate the transactions contemplated by this Agreement have been
obtained and are in full force and effect.
(ii) Such counsel does not know of any federal communications and
copyright statutes that are principally directed to the regulation of
cable properties applicable to the Company that are not described in the
Prospectus but would be material and relevant to the business of the
Company, and the descriptions in the Prospectus of such statutes therein
described are accurate and fairly summarize the information shown.
(iii) The information in the Registration Statement and Prospectus
under the captions "Risk Factors-- Our business is subject to extensive
government regulations and changes in current or future laws or
regulations could restrict our ability to operate our business as we
currently do", "Risk Factors-- Recent FCC and Congressional issues may
effect our businesses," "Risk Factors-- Our financial performance may be
harmed by the significant and credible risk of competition in our cable
television business" and "Risk Factors-- The Rainbow Media Group's
business is limited by regulatory constraints" and in the 2000 Form 10-K
under the captions "Business-- Competition-- Cable Television,"
"Business-- Regulation-- Cable Television" and "Business-- Regulation--
Programming and Entertainment", to the extent that such sections describe
statutes, regulations and governmental proceedings or matters involving
federal
18
communications and copyright law and policy and the impact thereof on the
business in which the Company and its subsidiaries are engaged, has been
reviewed by them and fairly represents the communications and copyright
law described therein applicable to the Company and its subsidiaries as
disclosed in the Prospectus and material and relevant to the business of
the Company and its subsidiaries.
In giving such opinion, such counsel may rely, as to all matters governed
by the laws of jurisdictions other than the law of the District of Columbia,
the federal law of the United States and the corporate law of the State of
Delaware, upon opinions of other counsel, who shall be counsel satisfactory to
counsel for the Underwriters, in which case the opinion shall state that they
believe the Underwriters and they are entitled to so rely. Such counsel may
also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and the Subsidiaries and certificates of public officials.
(e) At such Closing Time, the Underwriters shall have received the
favorable opinion, dated as of Closing Time, of Xxxxx Xxxx & Xxxxxxxx, counsel
for the Selling Stockholders and AT&T, in form and substance satisfactory to
counsel for the Underwriters, to the effect that:
(i) No filing with, or consent, approval, authorization, license,
order, registration, qualification or decree of, any U.S. court or
governmental authority or agency (other than the issuance of the order of
the Commission declaring the Registration Statement effective and such
authorizations, approvals or consents as may be necessary under state
securities laws, as to which such counsel need express no opinion), is
necessary or required to be obtained by the Selling Stockholders or AT&T
for the performance by each of the Selling Stockholders and AT&T of its
respective obligations under the Underwriting Agreement, or in connection
with the offer, sale or delivery of the Shares by each Selling
Stockholder.
(ii) The Underwriting Agreement has been duly authorized, executed
and delivered by or on behalf of each Selling Stockholder and AT&T.
(iii) The execution, delivery and performance of the Underwriting
Agreement and the sale and delivery of the Shares and the consummation of
the transactions contemplated in the Underwriting Agreement and in the
Registration Statement and compliance by the Selling Stockholders and AT&T
with their obligations under the Underwriting Agreement have been duly
authorized by all necessary action on the part of the Selling Stockholders
and AT&T and do not and will not, whether with or without the giving of
notice or passage of time or both, conflict with or constitute a breach
of, or default under or result in the creation or imposition of any tax,
lien, charge or encumbrance upon the Shares pursuant to, the Stockholders
Agreement.
(iv) Upon payment for the Shares as provided in this Agreement, the
delivery of the Shares to Cede & Co. ("Cede") or such other nominee as may
be designated by The Depositary Trust Company ("DTC"), the registration of
the Shares in the name of Cede or such other nominee and the crediting of
the Shares on the records of DTC to
19
security accounts in the name of such Underwriter (assuming that neither
DTC nor such Underwriter has notice of any adverse claim (as such phrase
is defined in Section 8-105 of the Uniform Commercial Code as in effect in
the State of New York (the "UCC")) to the Shares or any security
entitlement in respect thereof), (A) DTC shall be a "protected purchaser"
of the Shares within the meaning of Section 8-303 of the UCC, (B) under
Section 8-501 of the UCC, such Underwriter will acquire a security
entitlement in respect of the Shares and (C) no action based on any
"adverse claim" (as defined in Section 8-102 of the UCC) to such security
entitlement may be asserted against such Underwriter.
(f) At such Closing Time, the Underwriters shall have received the
favorable opinion of Shearman & Sterling, counsel for the Underwriters, dated
as of such Closing Time, to the effect that the opinions delivered pursuant to
Sections 5(b), 5(c), 5(d) and 5(e) appear on their face to be appropriately
responsive to the requirements of this Agreement except, specifying the same,
to the extent waived by the Underwriters, and with respect to the incorporation
and legal existence of the Company, the Shares sold by the Selling Stockholders
pursuant to this Agreement, the Registration Statement, the Prospectus, the
documents incorporated by reference therein and such other related matters as
the Underwriters may require. In rendering such opinion, such counsel may state
that they express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States, the laws of the State of New York and the
General Corporation Law of the State of Delaware, and no opinion as to federal
or state communications laws. Such counsel may also state that, insofar as such
opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and the Subsidiaries and
certificates of public officials.
(g) At such Closing Time, (i) the Registration Statement and the
Prospectus, as they may then be amended or supplemented, shall contain all
statements that are required to be stated therein under the 1933 Act and the
1933 Act Regulations and, in all material respects, shall conform to the
requirements of the 1933 Act and the 1933 Act Regulations and neither the
Registration Statement nor the Prospectus, as they may then be amended or
supplemented, shall contain 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, (ii) there shall not have been, since the
respective dates as of which information is given in the Registration
Statement, any material adverse change or any development involving a
prospective material adverse change in or affecting the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise, (iii) the Company shall have
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to such Closing Time and (iv) the other
representations and warranties of the Company set forth in Section 1(a) shall
be accurate as though expressly made at and as of such Closing Time. At such
Closing Time, the Underwriters shall have received a certificate of the Chief
Executive Officer, the President, a Vice Chairman or a Vice President, and the
Treasurer or Controller, of the Company, dated as of such Closing Time, to such
effect.
(h) At such Closing Time, the Underwriters shall have received a
certificate from each Selling Stockholder, dated as of such Closing Time, to
the effect that (i) the representations and warranties of such Selling
Stockholder set forth in Section 1(b) shall be accurate as though expressly
made at and as of such Closing Time and (ii) such Selling
20
Stockholder shall have complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to such Closing
Time.
(i) The Underwriters shall have received from KPMG LLP (i) at the time of
execution of this Agreement, a letter dated the date hereof and delivered in
accordance with Statement on Auditing Standards No. 72, as amended, in form and
substance satisfactory to the Underwriters and (ii) at each Closing Time, a
letter, dated as of such Closing Time, to the effect that KPMG LLP reaffirms
the statements made in the letter furnished pursuant to Section 5(i)(i) hereof,
except that the specified date referred to shall be a date not more than five
business days prior to such Closing Time.
(j) At such Closing Time, counsel for the Underwriters shall have been
furnished with all such documents, certificates and opinions as they may
reasonably request for the purpose of enabling them to pass upon the sale of
the Shares as herein contemplated and the matters referred to in Section 5(f)
and in order to evidence the accuracy and completeness of any of the
representations, warranties or statements of the Company and the Selling
Stockholders, the performance of any of the covenants of the Company and the
Selling Stockholders, or the fulfillment of any of the conditions herein
contained.
(k) At the Closing Time, the Underwriters shall have received an agreement
substantially in the form of Exhibit A hereto signed by the persons listed on
Schedule V hereto.
If any of the conditions specified in this Section 5 shall not have been
fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by the Underwriters on notice to the Company and
the Selling Stockholders at any time at or prior to such Closing Time, and such
termination shall be without liability of any party to any other party, other
than pursuant to Section 4. Notwithstanding any such termination, the
provisions of Sections 6, 7 and 8 shall remain in effect.
Section 6. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of an untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or
21
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company;
and
(iii) against any and all expense whatsoever, as incurred (including
fees and disbursements of counsel chosen by the Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;
provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by (i)
any Underwriter expressly for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) or (ii) the Selling Stockholders or AT&T, or
on behalf of the Selling Stockholders or AT&T, expressly for use in the
Registration Statement (or any amendment thereto), or any preliminary
prospectus or the prospectus (or any amendment or supplement thereto).
The foregoing indemnity with respect to any untrue statement contained in
or any omission from the preliminary prospectus, shall not inure to the benefit
of any Underwriter (or any person controlling such Underwriter) on account of
any loss, claim, damage, liability or litigation arising from the sale of
Shares to any person by such Underwriter if such Underwriter failed to send or
give a copy of the Prospectus, as the same may be supplemented or amended, to
such person within the time required by the 1933 Act, and the untrue statement
or alleged untrue statement or omission or alleged omission of a material fact
in such preliminary prospectus was corrected in the Prospectus, unless such
failure resulted from noncompliance by the Company with its obligations
hereunder to furnish the Underwriters with copies of the Prospectus.
(b) Each Selling Stockholder agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of an untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto), or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, but only with reference to
information relating to such Selling Stockholder or AT&T furnished in
writing by or on
22
behalf of such Selling Stockholder or AT&T expressly for use therein and
such indemnification being limited to the amount of net proceeds received
from the sale of such Selling Stockholder's Shares by the Underwriters;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission referred to in
(i) above, or any such alleged untrue statement or omission, if any such
settlement is effected with the written consent of such Selling
Stockholder; and
(iii) against any and all expense whatsoever, as incurred (including
fees and disbursements of counsel chosen by the Underwriters), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission referred to in (i) above, to the extent that any such expense is
not paid under subparagraph (i) or (ii) above.
The foregoing indemnity with respect to any untrue statement contained in
or any omission from the preliminary prospectus, shall not inure to the benefit
of any Underwriter (or any person controlling such Underwriter) on account of
any loss, claim, damage, liability or litigation arising from the sale of
Shares to any person by such Underwriter if such Underwriter failed to send or
give a copy of the Prospectus, as the same may be supplemented or amended, to
such person within the time required by the 1933 Act, and the untrue statement
or alleged untrue statement or omission or alleged omission of a material fact
in such preliminary prospectus was corrected in the Prospectus.
(c) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each Selling Stockholder, the directors of the Company, officers of
the Company who signed the Registration Statement, and each person, if any, who
controls the Company or the Selling Stockholders within the meaning of Section
15 of the 1933 Act, against any and all loss, liability, claim, damage and
expense described in the indemnity agreement in Section 6(a) or Section 6(b),
as applicable, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), any preliminary prospectus or in the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter expressly for use in the Registration Statement (or any amendment
thereto), or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).
(d) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve it from any liability which it may have otherwise than on account of
this indemnity agreement. An indemnifying party may participate at its own
expense in the defense of such action; provided, however, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party)
23
also be counsel to the indemnified party. In no event shall the indemnifying
party or parties be liable for the fees and expenses of more than one counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.
(e) The provisions of this Section 6 shall not affect any agreement
between the Company, on the one hand, and the Selling Stockholders, AT&T or
AT&T Broadband LLC, on the other hand, with respect to indemnification.
Section 7. Contribution. In order to provide for just and equitable
contribution in circumstances under which the indemnity provided for in Section
6 is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Selling
Stockholders and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity incurred by the Company, the Selling Stockholders and one or more of
the Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the
underwriting discount hereunder with respect to the offering of the Shares
bears to the purchase price of the Shares, and the Company and the Selling
Stockholders are responsible for the balance; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 0000 Xxx) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls an Underwriter within the meaning of Section 15 of
the 1933 Act shall have the same rights to contribution as such Underwriter,
and each director or officer of the Company or the Selling Stockholders and
each person, if any, who controls the Company or the Selling Stockholders
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company and the Selling Stockholders, respectively.
The contribution provisions contained in this Section 7 do not affect any
agreement between the Company, on the one hand, and the Selling Stockholders,
AT&T or AT&T Broadband LLC, on the other hand, with respect to contribution.
Section 8. Agreements to Survive Delivery. The indemnities, agreements and
other statements of the Company, the Selling Stockholders and AT&T or their
respective officers, and of the Underwriters set forth in or made pursuant to
this Agreement will remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Company, the Selling
Stockholders, AT&T or any Underwriter or controlling person within the meaning
of Section 15 of the 1933 Act and will survive delivery of and payment for the
Shares.
Section 9. Termination of Agreement. (a) The Underwriters may terminate
this Agreement, by notice to the Company and the Selling Stockholders, at any
time at or prior to the Closing Time (i) if there has been, since the
respective dates as of which information is given in the Prospectus, any
material adverse change or any development involving a prospective material
adverse change in or affecting the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as one
enterprise, or (ii) if trading in securities of the Company or generally on the
New York Stock Exchange shall have been materially suspended or materially
limited or minimum prices shall have been established on
24
such Exchange (which shall not include trading suspensions or limitations
resulting from the operation of General Rules 80A and 80B of such Exchange, as
amended or supplemented), or (iii) a banking moratorium shall have been
declared by either federal or New York State authorities, or (iv) the United
States shall have become engaged in hostilities which have resulted in the
declaration of a national emergency or a declaration of war, or there shall
have occurred any other calamity or crisis, the effect of which (in either
event) on the financial markets of the United States is such as to make it, in
the reasonable judgment of the Underwriters, impracticable or inadvisable to
proceed with the offering or delivery of the Shares on the terms and in the
manner contemplated in the Prospectus.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 4. Notwithstanding any such termination, the
provisions of Sections 6, 7 and 8 shall remain in effect.
Section 10. Default by One or More of the Underwriters. If one or more of
the Underwriters shall fail at the Initial Closing Time or at any Additional
Closing Time to purchase the Firm Shares or Additional Shares hereunder that it
or they are obligated to purchase pursuant to this Agreement (the "Defaulted
Shares"), the Underwriters shall have the right, within 24 hours thereafter, to
make arrangements for one or more of the non-defaulting Underwriters, or any
other underwriters, to purchase all, but not less than all, of the Defaulted
Shares in such amounts as may be agreed upon and upon the terms set forth in
this Agreement; if, however, the Underwriters have not completed such
arrangements within such 24-hour period, then:
a) if the aggregate number of Defaulted Shares does not exceed 10% of
the aggregate number of shares of the Firm Shares or Additional Shares, as
the case may be, to be purchased pursuant to this Agreement, the
non-defaulting Underwriters shall be obligated to purchase the full amount
thereof in the respective proportions that the number of Firm Shares or
Additional Shares set forth opposite the names of such non-defaulting
Underwriters in Schedule I bears to the total aggregate number of Firm
Shares or Additional Shares set forth opposite the names of such
non-defaulting Underwriters, or
b) if the aggregate number of Defaulted Shares exceeds 10% of the
aggregate number of the Firm Shares or Additional Shares, this Agreement
shall terminate without liability on the part of any non-defaulting
Underwriter.
No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default that does not result in a termination of
this Agreement, the Underwriters, the Company or the Selling Stockholders shall
have the right to postpone such Closing Time for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements. As used herein, the term
"Underwriter" includes any person substituted for an Underwriter under this
Section 10.
25
Section 11. Guarantee of AT&T. AT&T agrees to guarantee full payment and
complete performance of any and all obligations of the Selling Stockholders
under this Agreement.
Section 12. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered, mailed or transmitted by any standard form of telecommunication.
Notices to the Underwriters shall be directed to Banc of America Securities
LLC, 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, attention of Xxxxxx
Xxxxxx; Bear, Xxxxxxx & Co. Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
attention of Xxxxx X. Xxxxxxxxxx; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, World Financial Center, North Tower, 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, attention of Xxxx Xxxxxx; and Xxxxxxx Xxxxx Xxxxxx Inc., 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, attention of Xxxxxx Xxxxxxxxxx, notices
to the Company shall be directed to it at Cablevision Systems Corporation, 0000
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, attention of Xxxxxx X. Xxxxx, Esq.,
Vice Chairman, Secretary and General Counsel, with a copy to Xxxxxxxx &
Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of Xxxx X.
Xxxx, Esq. and notices to the Selling Stockholders and AT&T shall be directed
to them at AT&T Corp., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxx, XX 00000,
attention of Xxxxxx Xxxxx, Treasurer.
Section 13. Parties. This Agreement is made solely for the benefit of the
several Underwriters, the Company, the Selling Stockholders and, to the extent
expressed, any person controlling the Company or the Selling Stockholders or
any of the Underwriters within the meaning of Section 15 of the 1933 Act, and
the directors and officers of the Company, and their respective executors,
administrators, successors and assigns and, subject to the provisions of
Section 10, no other person shall acquire or have any right under or by virtue
of this Agreement. The term "successors and assigns" shall not include any
purchaser, as such purchaser, from any of the several Underwriters of the
Shares. All of the obligations of the Underwriters hereunder are several and
not joint.
Section 14. Governing Law and Time. This Agreement shall be governed by
the laws of the State of New York. Specified times of the day refer to New York
City time.
Section 15. Captions. The captions included in this Agreement are included
solely for convenience of reference and are not considered to be part of this
Agreement.
Section 16. Counterparts. This Agreement may be executed in one or more
counterparts and when a counterpart has been executed by each party, all such
counterparts taken together shall constitute one and the same agreement.
26
If the foregoing is in accordance with the Underwriters' understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon
this instrument will become a binding agreement among the Company, the Selling
Stockholders, AT&T and the Underwriters in accordance with its terms.
Very truly yours,
CABLEVISION SYSTEMS
CORPORATION
By
------------------------------------------
Name and Title:
AT&T BROADBAND CSC II, INC.
By
------------------------------------------
Name and Title:
AT&T BROADBAND CSC HOLDINGS, INC.
By
------------------------------------------
Name and Title:
AT&T CORP.
By
------------------------------------------
Name and Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
BANC OF AMERICA SECURITIES LLC
BEAR, XXXXXXX & CO. INC.
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX XXXXX BARNEY INC.
By Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By
----------------------------------------
Name and Title:
SCHEDULE I
UNDERWRITERS
Underwriters Number of Firm
Shares to be Purchased
Banc of America Securities LLC 3,191,250
Bear, Xxxxxxx & Co. Inc. 3,191,250
Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx
Incorporated 3,191,250
Xxxxxxx Xxxxx Barney Inc. 3,191,250
----------
Total 12,765,000
==========
Schedule I -1
SCHEDULE II
SELLING STOCKHOLDERS
Selling Stockholder Number of Firm Number of Additional
Shares to be Sold Shares to be Sold
AT&T Broadband CSC II, Inc. 12,765,000 1,210,524
AT&T Broadband CSC Holdings, Inc. 0 704,226
---------- ---------
Total 12,765,000 1,914,750
========== =========
Schedule II - 1
SCHEDULE III
RESTRICTED SUBSIDIARIES
(* - material subsidiary)
000 Xxxxxx Xxxxxx Corporation
A-R Cable Services - NY, Inc.
Arsenal MSub 2 Inc.
Cablevision Area 9 Corporation
Cablevision Fairfield Corporation
Cablevision Lightpath, Inc.
Cablevision MFR, Inc.
Cablevision of Brookhaven, Inc.
Cablevision of Brookline, Inc.
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland L.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision of Connecticut Corporation
Cablevision of Connecticut Limited Partnership
Cablevision of Xxxxxx County, Inc.
Cablevision of Litchfield, Inc.
Cablevision of Monmouth, Inc.
Cablevision of New Jersey, Inc.
Cablevision of Newark
Cablevision of Oakland, Inc.
Cablevision of Ossining Limited Partnership (f/k/a Cablevision of Brookline LP)
Cablevision of Paterson, Inc.
Cablevision of Rockland/Ramapo, Inc.
Cablevision of Southern Westchester, Inc.
Cablevision of the Midwest Holding, Inc.
Cablevision of Wappingers Falls, Inc. (f/k/a Cablevision of Boston, Inc.)
Cablevision of Warwick, Inc.
Cablevision Systems Brookline Corporation
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
*Cablevision Systems New York City Corporation (f/k/a NYC LP Corp.)
Cablevision Systems of Southern Connecticut Limited Partnership
Schedule III - 1
SCHEDULE III
RESTRICTED SUBSIDIARIES
(* - material subsidiary)
Cablevision Systems Suffolk Corporation Cablevision Systems
Westchester Corporation Communications Development Corporation CSC
Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
CSC Acquisition Corporation
CSC Gateway Corporation
CSC TKR, Inc.
CSC TKR I, Inc.
KRC/CCC Investment Partnership
Montague Cable Company, Inc.
Petra Cablevision Corporation
Samson Cablevision Corp.
Suffolk Cable Corporation
Suffolk Cable of Shelter Island, Inc.
Suffolk Cable of Smithtown, Inc.
Telerama, Inc.
Schedule III - 2
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
AC Productions West, Inc.
AC Productions, Inc.
ACEP LLC
American Catholic Enterprises At The Movies Productions East LLC
American Catholic Enterprises Chat Productions East LLC
American Catholic Enterprises Hub Productions East LLC
American Catholic Enterprises Masters Productions East LLC
American Catholic Enterprises News Productions East LLC
American Catholic Enterprises Productions East LLC
American Catholic Enterprises Studios Productions East LLC
American Catholic LLC
AMC II Holding Corporation 1
AMC Productions, Inc. 1
American Movie Classics Company 1
American Movie Classics Holding Corporation 1
American Pop, LLC
American Sports Classics, L.L.C.
BirdSight LLC
BirdSight Productions LLC
Bravo Acquisition Company LLC
Bravo Company
Bravo Holding Corporation
Bravo II Holding Corporation
Bravo Programming, Inc.
Cable Networks, Inc.
CSC Sterling Holdings, LLC
Foxwatch Productions, Inc.
Garden Programming, L.L.C.
IFC Entertainment LLC
IFC Films LLC
IFC Productions I L.L.C.
IFC Programming, Inc.
IFC Theatres, LLC
*Madison Square Garden, L.P. 0
Xxxxxxx Xxxxxx Xxxxxx XX, LLC
Maximum Science LLC
Maximum Science Productions LLC
Metro Channel, L.L.C.
Metro Channel Holdings I, LLC
Metro Channel Holdings II, LLC
Schedule IV - 1
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
Metro Channel Productions, LLC
MSG Aircraft Leasing, LLC
MSG Boxing, LLC
MSG Eden Corporation
MSG Flight Operations, LLC
MSG/TJF Scarlet Productions, LLC
MuchMusic U.S.A. Venture
National Advertising Partners
National PSNA Holdings I, LLC
National PSNA Holdings II, LLC
National Sports Partners
News 00.xxx, Inc. (f/k/a Neighborhood News Holdings, Inc.)
News 12 Holding Corporation
News 12 II Holding Corporation
News 12 New Jersey L.L.C.
News 12 The Bronx, LLC News 12 The Bronx Holding Corporation Next Wave
Films, L.L.C.
New England Sea Wolves, L.L.C.
New York Rangers Enterprises Company
New York Metro LLC
Prime SportsChannel Networks Associates
Radio City Networks LLC
Radio City Networks Holdings I, LLC
Radio City Networks Holdings II, LLC
Radio City Productions, L.L.C.
Radio City Trademarks, L.L.C.
Rainbow Advertising Holdings, LLC
Rainbow Advertising Sales Corporation
Rainbow CT Holdings, Inc.
Rainbow DBS Holdings, Inc.
Rainbow Films Holding LLC
Rainbow Garden Corp.
Rainbow Media Group, LLC
*Rainbow Media Holdings, Inc.
Rainbow MM Holdings Corporation
Rainbow MM Holdings II Corporation
Rainbow National Sports Holdings, LLC
Rainbow Network Communications
Rainbow News 12 Company
Schedule IV - 2
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
Rainbow NJ Holdings, Inc.
Rainbow NJ Holdings II, Inc.
*Rainbow Regional Holdings, LLC
Rainbow Regional Sports News Holdings, LLC
Rainbow Travel, Inc.
Rainbow Westchester Holdings, Inc.
RCE Humbug Productions LLC
RCE/4KE Productions LLC
Regional Chicago Holdings, LLC
Regional Cincinnati Holdings I, LLC
Regional Cincinnati Holdings II, LLC
*Regional MSG Holdings, LLC Regional NE Holdings I, LLC Regional NE
Holdings II, LLC Regional Ohio Holdings I, LLC Regional Ohio Holdings
II, LLC Regional Pacific Holdings, LLC
*Regional Programming Partners
RNC Holding Corporation
RNC II Holding Corporation
RRH I, LLC
RRH II, LLC
SC Florida Holding Company, L.L.C.
Soccer/USA Partners, L.P.
SportsChannel America Soccer, Inc.
SportsChannel Associates 2
SportsChannel Chicago Associates
SportsChannel Cincinnati Associates
SportsChannel Florida Associates
SportsChannel Florida Holding Company L.L.C.
SportsChannel New England Limited Partnership
SportsChannel Ohio Associates
SportsChannel Pacific Associates
SportsChannel Ventures, Inc.
Sterling Digital LLC
The 31st Street Company, L.L.C.
The Independent Film Channel LLC
WE: Women's Entertainment LLC (f/k/a Romance Classics, LLC)
WE: Women's Entertainment Productions, Inc. (f/k/a Romance
Classics Productions, Inc.)1 WSN, LLC
Schedule IV - 3
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
0000 Xxxxxxx Xxxxxx Corporation
0000 Xxxxxxx Xxxxxxxx Corp.
000 Xxx Xxxxx Xxxx Corporation
1111 Xxxxxxx Corporation
0000 Xxxxx 000 Xxxx.
000 Xxxxx Xxxxxx Corporation
Cablevision Digital Development, LLC
*Cablevision Electronics Investments, Inc.
Cablevision Lightpath - CT, Inc.
Cablevision Lightpath - MA, Inc.
Cablevision Lightpath - MI, Inc.
Cablevision Lightpath - NJ, Inc.
Cablevision Lightpath - NY, Inc.
Cablevision Lightpath - OH, Inc.
Cablevision NYI L.L.C.
Cablevision PCS Investment, Inc.
Cablevision PCS Management, Inc.
Cablevision Real Estate Corporation
Coram Route 112 Corporation
CCG Holdings, Inc.
CCC Cobble Hill Cinema Corp.
CCC Franklin Square Cinema Corp.
CSC @Security Holding, LLC
CSC At Home Holding Corporation
CSC Charter Holdings I, Inc.
CSC Charter Holdings II, Inc.
CSC Charter Holdings III, Inc.
CSC Investments, Inc.
CSC LF Holdings, LLC
CSC Metro Cinema LLC
CSC Nassau, Inc.
CSC Ohio Holdings I, Inc.
CSC Ohio Holdings II, Inc.
CSC Ohio Holdings III, Inc.
CSC Optimum Holdings, LLC
CSC Safe Holdings, LLC
CSC T Holdings, Inc.
CSC T Holdings, I, Inc.
CSC T Holdings, II, Inc.
CSC T Holdings, III, Inc.
CSC T Holdings, IV, Inc.
Schedule IV - 4
SCHEDULE IV
UNRESTRICTED SUBSIDIARIES
(* - material subsidiary)
CSC T Holdings, V, Inc.
CSC T Holdings VI, Inc.
CSC Technology, Inc. (f/k/a CSC Realty, Inc.)
CSC Transport, Inc.
CSC Transport II, Inc.
CSC Transport III, Inc.
CSC Transport IV, Inc.
Xxxxxxx Road Corporation
Knollwood Development Corp.
NCC LP Corp.
PVI Holding, LLC
The New York Interconnect L.L.C.
U.S. Cable Television Group, L.P.
---------
1 Shares of AMC Productions, Inc., We: Women's Entertainment Productions,
Inc. and partnership interests in American Movie Classics Company held by
AMC II Holding Corporation ("AMC II") and American Movie Classics Holding
Corporation ("AMCHC") are pledged to Toronto Dominion under the terms of a
Stock Pledge Agreement, dated as of April 2, 1997, between American Movie
Classics Holding Company and Toronto Dominion (Texas), Inc., as agent for
the Banks and a Partners Pledge Agreement, dated as of April 2, 1997, by
and between AMC II and AMCHC and Toronto Dominion (Texas), Inc..
2 All of the capital stock, partnership interests or limited liability
company interests are pledged under the Credit Party Pledge Agreement,
dated as of June 6, 1997 to the Madison Square Garden, L.P. Credit
Agreement.
Schedule IV - 5
SCHEDULE V
PERSONS TO EXECUTE AND DELIVER
LOCK-UP AGREEMENT
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxxx Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxx
Xxxxxxx X. Xxxxx
Xxxx Xxxxx
Xxxxxx Xxxxx
Xxxx X. Xxxxxx
Schedule V - 1
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
The undersigned, being [an executive officer][a director] of Cablevision
Systems Corporation ("Cablevision"), understands that Banc of America
Securities LLC, Bear, Xxxxxxx & Co. Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Xxxxxxx Xxxxx Barney Inc. (the "Underwriters") have entered
into (i) an underwriting agreement (the "Common Stock Secondary Underwriting
Agreement") among Cablevision, the selling stockholders named therein, AT&T
Corp. and the underwriters named therein (the "Common Stock Secondary
Underwriters") providing for the public offering of shares of Rainbow Media
Group Class A Common Stock, par value $.01 per share, of Cablevision ("Rainbow
Media Group Class A Common Stock") and (ii) an underwriting agreement (the
"Equity Trust Securities Underwriting Agreement") among Equity Securities Trust
II (the "Trust"), Cablevision, the selling stockholders named therein, AT&T
Corp. and the underwriters named therein (the "Equity Trust Securities
Underwriters") providing for the public offering of shares of beneficial
interest in the Trust. Each of Section 5(k) of the Common Stock Secondary
Underwriting Agreement and Section 10(r) of the Equity Trust Securities
Underwriting Agreement provides for the delivery of this lock-up agreement as a
condition to the closing contemplated thereby.
In connection therewith, the undersigned hereby agrees, except as set
forth in the next succeeding paragraph, not to offer, sell, contract to sell or
otherwise dispose of, or transfer, any Rainbow Media Group Class A Common Stock
or warrants, rights, options or other securities convertible into or
exchangeable for Rainbow Media Group Class A Common Stock (collectively,
"Rainbow Media Group Securities") until March 12, 2002 without first obtaining
the written consent of Cablevision Systems Corporation and one of the
Underwriters, on behalf of the Common Stock Secondary Underwriters and the
Equity Trust Securities Underwriters.
Notwithstanding the foregoing, the undersigned may offer, sell, contract
to sell or otherwise dispose of, or transfer Rainbow Media Group Securities (i)
as a bona fide gift, (ii) as a bona fide pledge to a third party to secure
borrowings, (iii) to any trust, family limited partnership or similar entity
for the direct or indirect benefit of the undersigned or the family members of
the undersigned, provided that the trust, family limited partnership or similar
entity agrees to be bound by the restrictions set forth herein, or (iv)
following the exercise of options granted pursuant to employee benefit plans
prior to the date hereof, provided that the Rainbow Media Group Securities
offered, sold, contracted for sale, transferred or otherwise disposed of
pursuant to this clause (iv) shall be limited to those received upon exercise
of such stock options.
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Name:
Date: , 2001
Exhibit A
