STANDSTILL AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY GROUP
Exhibit 10.23
BY AND AMONG
AND
THE XXXXX FAMILY GROUP
Standstill Agreement (this “Agreement”), dated as of January ___, 2010, by and among Madison
Square Garden, Inc., a Delaware corporation (the “Company”), each of the members of the Xxxxx
Family Group listed on Schedule I to this Agreement (the “Xxxxx Family Parties”) and, as and to the
extent provided herein, their transferees, successors and assigns.
WITNESSETH:
WHEREAS, as of the date of this Agreement, the Xxxxx Family Parties own all of the outstanding
shares of Cablevision NY Group Class B Common Stock, par value $.01 per share (“Cablevision Class B
Common Stock”), and also own shares of Cablevision NY Group Class A Common Stock, par value $.01
per share (“Cablevision Class A Common Stock”);
WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of Cablevision
Class A Common Stock all of the outstanding shares of the Company’s Class A Common Stock, $.01 par
value (the “Class A Common Stock”), and to the holders of Cablevision Class B Common Stock all of
the outstanding shares of the Company’s Class B Common Stock, $.01 par value (the “Class B Common
Stock” and, together with the Class A Common Stock, the “Common Stock”); and
WHEREAS, the Company and the Xxxxx Family Parties wish to provide for certain restrictions
that will be applicable to the Xxxxx Family Parties following the Distribution, all as provided
herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereby agree as follows:
During the 12-month period beginning on the date the Distribution is consummated (the
“Distribution Date”), the Xxxxx Family Parties shall obtain the prior approval of a majority of the
Company’s Independent Directors prior to acquiring Common Stock of the Company through a tender
offer that results in members of the Xxxxx Family Group beneficially owning more than 50% of the
total number of outstanding shares of Common Stock of the Company. For purposes of this Standstill
Agreement, the term “Independent Directors” means the directors of the Company who have been
determined by the Company’s Board of Directors to be independent directors for purposes of the
NASDAQ corporate governance standards.
2. Transfers and Related Matters.
(a) Transfers. Each Xxxxx Family Party agrees that if at any time or from time to
time prior to the first anniversary of the Distribution Date it desires to sell, transfer or
otherwise dispose of, directly or indirectly (including any transfer of equity or beneficial
interests in an entity that is a Xxxxx Family Party or any other entity to which shares of Class B
Common Stock may have been transferred, directly or indirectly) (a “Transfer”), any or all of its
shares of Class B Common Stock to any Xxxxx Person (as defined below) who is not a Xxxxx Family
Party, such Xxxxx Family Party shall, prior to the consummation of such Transfer, cause the
transferee to execute a joinder agreement in the form attached hereto as Exhibit A (a
“Joinder”), pursuant to which such transferee shall agree to be bound by the
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provisions of this Standstill Agreement as a Xxxxx Family Party. In addition, if prior to the
first anniversary of the Distribution Date, any person becomes a member of the Xxxxx Family Group,
the Xxxxx Family Parties shall cause such person to execute a Joinder. “Xxxxx Person” means any
individual who is a member of the “immediate family” (as defined in Rule 16a-1(e) under the
Securities Exchange Act of 1934, as amended) of a Xxxxx Family Party; an entity that controls, is
controlled by, or is under common control with, a Xxxxx Family Party; or a trust or estate in which
a Xxxxx Family Party has an interest (including as a trustee or beneficiary).
(b) Legends. The Company may, at its election, require that any certificate
representing shares of Class B Common Stock that are covered by this Standstill Agreement and that
are issued prior to the first anniversary of the Distribution Date shall have endorsed thereon a
legend which shall read substantially as follows:
“The shares represented by this certificate are held subject to the
terms of a certain Standstill Agreement, dated January ___, 2010, by
and among Madison Square Garden, Inc. and the Xxxxx Family Group,
as amended from time to time, a copy of which is on file with the
Secretary of Madison Square Garden, Inc., and such shares may not
be sold, transferred or otherwise disposed of, directly or
indirectly, except in accordance with the terms of such Standstill
Agreement.”
Following the first anniversary of the Distribution Date, any stockholder may require the Company
to remove the foregoing legend from any of such stockholder’s share certificates promptly
after the surrender of any such certificate for such purpose.
3. Miscellaneous.
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(a) Specific Performance. The Company and each Xxxxx Family Party acknowledge that
it will be impossible to measure in money the damage to a party hereto if another party fails to
comply with any of the obligations imposed by this Standstill Agreement, that every such
obligation herein is material and that, in the event of any such failure, the non-breaching party
will not have an adequate remedy at law or in damages. Accordingly, each party hereto consents
to the issuance of an injunction or the enforcement of other equitable remedies against it
without bond or other security, to compel performance by such party of all the terms hereof, and
waives any defenses of (i) failure of consideration, (ii) breach of any other provision of this
Agreement and (iii) availability of relief in damages.
(b) Amendments. This Standstill Agreement may not be amended, modified or altered
except by a writing duly signed by the party against which such amendment or modification is
sought to be enforced and with the consent of a majority of the Independent Directors.
(c) Successors and Assigns. This Standstill Agreement shall be binding upon and
inure to the benefit of the Company, the Xxxxx Family Parties and the respective successors and
permitted assigns of the Company and the Xxxxx Family Parties. This Standstill Agreement may not
be assigned by either the Company or a Xxxxx Family Party without the prior written consent of
the other party hereto. The Company shall assign its rights and obligations hereunder (and no
consent thereto shall be required under this Section 3(c)) to any entity that succeeds to all or
substantially all of its assets, by merger or otherwise, including to any holding company that
may be formed to be the parent of the
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Company, if such entity becomes the issuer of the securities then owned by the Xxxxx Family
Parties.
(d) Termination. This Agreement shall terminate on the first anniversary of the
date hereof, but a termination shall not affect any rights accrued prior to such termination.
(e) Counterparts. This Standstill Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
(f) Headings. The headings in this Standstill Agreement are for reference purposes
only and shall not constitute a part hereof.
(g) Construction. This Standstill Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York without giving any effect to
principles of conflicts of laws.
(h) Notices. All notices hereunder shall be in writing and shall be deemed to have
been given at the time when mailed by certified mail, addressed to the address below stated of
the party to which notice is given, or to such changed address as such party may have fixed by
notice:
To the Company:
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To a Xxxxx Family Party:
c/o Xxxxx X. Xxxxxxx
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
With copies to (which shall not constitute notice):
Xxxxxxx X. Xxxxxx, Xx.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
And
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
provided, however, that any notice of change of address shall be effective only
upon receipt.
(i) Severability. If any provision of this Standstill Agreement or the application
of any provision hereof to any person or circumstance is held invalid, the remainder of this
Standstill Agreement and the application of such provision to other persons or circumstances
shall not be affected unless the provision held invalid shall substantially impair the benefits
of the remaining portions of this Standstill Agreement.
(j) Entire Agreement. This Standstill Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein. This Agreement supersedes
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all prior agreements and understandings between the parties with respect to such subject
matter.
(k) Attorneys’ Fees. In any action or proceeding brought to enforce any provision
of this Agreement, or where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys’ fees in addition to any other available
remedy.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
| MADISON SQUARE GARDEN, INC. | ||||
| By: | ||||
| Title: | ||||
XXXXXXX X. XXXXX, individually, and as Trustee of
the Xxxxxxx X. Xxxxx 2009 Revocable Trust, the
Xxxxxxx X. Xxxxx 2008 Grantor Retained Annuity
Trust #2, the Xxxxxxx X. Xxxxx 2009 Grantor
Retained Annuity Trust #1, the Xxxxxxx X. Xxxxx 2009
Grantor Retained Annuity Trust #2, the Xxxxxxx X.
Xxxxx 2009 Grantor Retained Annuity Trust #3 and
the Xxxxxxx X. Xxxxx 2010 Grantor Retained Annuity
Trust #1
Xxxxxxx X. Xxxxx
XXXXX X. XXXXX, individually, and as Trustee of the
Xxxxx X. Xxxxx 2009 Revocable Trust, the Xxxxx X.
Xxxxx 2009 Grantor Retained Annuity Trust #1, the
Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust
#2 and the Xxxxx X. Xxxxx 2010 Grantor Retained
Annuity Trust #1
Xxxxx X. Xxxxx
XXXXX X. XXXXX, individually
Xxxxx X. Xxxxx
[Signature Page to Standstill Agreement]
XXXXXX X. XXXXX, individually
Xxxxxx X. Xxxxx
XXXXXXX X. XXXXX, individually
Xxxxxxx X. Xxxxx
XXXXXXXX XXXXX XXXXX, individually
Xxxxxxxx Xxxxx Xxxxx
XXXXXXX X. XXXXX-XXXXXXX, individually
Xxxxxxx X. Xxxxx-Xxxxxxx
XXXXXXXX X. XXXXX, individually, and as a Trustee
of the Xxxxxxx X. Xxxxx Children Trusts FBO
Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx,
Xxxxxxxx Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X.
Xxxxx and Xxxxx X. Xxxxx, and as Trustee of the
Xxxxxxx Xxxxx 1989 Trust, the Xxxx Xxxxx 1989 Trust
and the Xxxx Xxxxx 1989 Trust
Xxxxxxxx X. Xxxxx
XXXXXXXX X. XXXXX, not individually, but as a
Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxxxxxx X. Xxxxx
XXXXX X. XXXXX, not individually, but as a Trustee
of the Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxxx X. Xxxxx
XXXX X. XXXXX, not individually, but as a Trustee of
the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxxx X.
Xxxxx and the Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxx X. Xxxxx
Xxxx X. Xxxxx
XXXXXXX X. XXXXX, not individually, but as a
Trustee of the Xxxxxxx X. Xxxxx Children Trusts FBO
Xxxxxxxx Xxxxx Xxxxx and the Xxxxxxx X. Xxxxx
Children Trust FBO Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
XXXX X. XXXXX, not individually, but as a Trustee
of the Xxxxxxx X. Xxxxx Children Trust FBO Xxxxxxx
X. Xxxxx-Xxxxxxx and the Xxxxxxx X. Xxxxx Children
Trust FBO Xxxxxxx X. Xxxxx
Xxxx X. Xxxxx
SCHEDULE I
XXXXX FAMILY PARTIES
Xxxxxxx X. Xxxxx, individually and as
Trustee of the Xxxxxxx X. Xxxxx
2009 Revocable Trust and existing
and future Grantor Retained
Annuity Trusts for his benefit
Xxxxx X. Xxxxx, individually and as
Trustee of the Xxxxx X. Xxxxx
2009 Revocable Trust and existing
and future Grantor Retained
Annuity Trusts for her benefit
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxx Xxxxx 0000 Xxxxx
Xxxxxxx Xxxxx 0000 Trust
Xxxx Xxxxx 1989 Trust
Trustee of the Xxxxxxx X. Xxxxx
2009 Revocable Trust and existing
and future Grantor Retained
Annuity Trusts for his benefit
Xxxxx X. Xxxxx, individually and as
Trustee of the Xxxxx X. Xxxxx
2009 Revocable Trust and existing
and future Grantor Retained
Annuity Trusts for her benefit
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Children Trust FBO
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxx Xxxxx 0000 Xxxxx
Xxxxxxx Xxxxx 0000 Trust
Xxxx Xxxxx 1989 Trust
EXHIBIT A
FORM OF JOINDER
FORM OF JOINDER
STANDSTILL JOINDER AGREEMENT
Reference is made to the Standstill Agreement, dated January ___, 2010, by and among Madison
Square Garden, Inc. and the Xxxxx Family Group (as amended from time to time, the “Standstill
Agreement”).
The undersigned hereby agrees to be bound by the provisions of the Standstill Agreement as a
Xxxxx Family Party (as defined in the Standstill Agreement).
Name: [ ]
