STOCKHOLDERS AGREEMENT
Stockholders Agreement (the "Agreement"), dated as of March
19, 2004, by and among each of the holders of Cablevision NY Group Class B
common stock ("Class B Common Stock") of Cablevision Systems Corporation, a
Delaware corporation ("Cablevision"), listed on Schedule A, annexed hereto
(each, a "Class B Stockholder", and collectively, the "Class B Stockholders").
W I T N E S S E T H:
WHEREAS, each of the Class B Stockholders is currently the
record owner of shares of Class B Common Stock of Cablevision, in the amounts
set forth next to the stockholder's name on Schedule A hereto;
WHEREAS, the shares of Class B Common Stock owned by most of
the individual Class B Stockholders represent only a small portion of the voting
power of all of the outstanding common stock of Cablevision, but, collectively,
the shares of Class B Common Stock owned by all the Class B Stockholders
represent a significant portion of such voting power;
WHEREAS, each of the Class B Stockholders, each of the
trustees (each individually, a "Trustee" and collectively, the "Trustees") of
the Class B Stockholders which are trusts (each such trust, a "Class B Trust"
and collectively, the "Class B Trusts"), each of the managers (each
individually, a "Manager", and collectively, the "Managers") of any Class B
Stockholders which are limited liability companies (each such company, a "Class
B LLC" and collectively, the "Class B LLCs") and each of the Members (as defined
below in Section 2) believes that it is in the best long-term interests of the
Class B Stockholders and the beneficiaries of the Class B Trusts to consolidate
and unify the voting, management and control power represented by such shares of
Class B Common Stock, to qualify Cablevision as a "controlled company" under the
listing standards of the New York Stock Exchange and to ensure the continued
control of Cablevision by the family of Xxxxxxx X. Xxxxx;
WHEREAS, each of the agreements establishing the respective
Class B Trusts provides, in part, that the Trustee or Trustees of each of such
Class B Trusts may enter into this Agreement on behalf of such Class B Trusts,
and each such Trustee or Trustees has been duly authorized, on behalf of such
Class B Trusts, to enter into, execute and deliver this Agreement and perform
all of the obligations contained herein, including, without limitation, those
provisions with respect to the voting of shares of Class B Common Stock;
WHEREAS, the Manager or Managers of each of the respective
Class B LLCs has or have been duly authorized, on behalf of such Class B LLCs,
to enter into,
execute and deliver this Agreement and perform all of the obligations contained
herein, including, without limitation, those provisions with respect to the
voting of shares of Class B Common Stock;
WHEREAS, at a meeting of the Board (as defined in Section
1.1(a)) held on March 8, 2004, the Board approved this Agreement and the
entering into this Agreement by each of the Class B Stockholders; and
WHEREAS, to provide for the consolidated and unified control
over the shares of Class B Common Stock now owned or hereinafter acquired by the
respective Class B Stockholders, to qualify Cablevision as a "controlled
company" under the listing standards of the New York Stock Exchange and to
ensure the continued control of Cablevision by the family of Xxxxxxx X. Xxxxx,
the Class B Stockholders desire to enter into this Agreement.
NOW THEREFORE, in consideration of the premises and of the
mutual promises and agreements contained herein, the Class B Stockholders and
the Members, agree as follows:
Section 1. Voting Arrangements.
1.1. Each Class B Stockholder shall vote all of the
respective shares of Class B Common Stock over which such Class B Stockholder
has voting control and shall take all other necessary or desirable actions
within such respective Class B Stockholder's control (including in his or her
capacity as a stockholder, trustee or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and/or execution of written consents in lieu of meetings) to
vote all such shares of Class B Common Stock so that:
(a) any persons designated to be nominees for election to
the Board of Directors of Cablevision (the "Board") as "Class B
Directors" by (i) the Class B Majority (as defined in Section 1.3
below) until the death or permanent incapacity of both Xxxxxxx X. Xxxxx
and Xxxxx X. Xxxxx, and (ii) thereafter, the Xxxxx Children Committee
(as defined in Section 2 below), in accordance with the provisions of
Section 3 below (any such nominee, a "Xxxxx Nominee"), shall be
nominated for election to the Board by the Class B Stockholders and
shall be elected to the Board, and, in the event that any such director
elected by the Class B Stockholders for any reason ceases to serve as a
member of the Board of Directors during his or her term of office,
another Xxxxx Nominee, who shall be designated as provided above, shall
be nominated and elected to fill the vacant directorship by the Class B
Stockholders; and
(b) any vote in which the Class B Stockholders are
entitled to vote in connection with a Change in Control of Cablevision
shall be in accordance with the directions of (i) the Class B Majority
until the death or permanent incapacity of both Xxxxxxx X. Xxxxx and
Xxxxx X. Xxxxx, and (ii) thereafter, the Xxxxx Children Committee, in
accordance with the provisions of Section 3 below. For the purposes of
this Agreement, a Change in Control shall mean (x) any reorganization,
consolidation, merger, readjustment or other transaction that results
in the Class B Stockholders ceasing to have the power to elect a
majority of directors of the Board or the board of directors or other
governing body of any entity surviving such transaction or, if such
entity is a subsidiary of another entity, of such controlling entity,
as the case may be, or (y) any sale of all or substantially all of the
assets of Cablevision to any entity with respect to which the Class B
Stockholders do not possess the ability to elect a majority of the
board of directors or other governing body of such entity.
1.2. In order to secure each Class B Stockholder's
obligation to vote his or her shares of Class B Common Stock in accordance with
the provisions of Section 1.1, each Class B Stockholder hereby appoints such
person, as shall be designated in connection with each vote pursuant to Section
1.1 by the Class B Majority or the Xxxxx Children Committee, in accordance with
the provisions of Section 3 below, as the case may be (such person, the
"Applicable Proxy"), as his or her true and lawful proxy and attorney-in-fact,
with full power of substitution, to vote all of such Class B Stockholder's
shares of Class B Common Stock for the election of directors and/or all such
other matters as expressly provided for in Section 1.1. The Applicable Proxy may
exercise the irrevocable proxy granted to it hereunder at any time any Class B
Stockholder fails to comply with the provisions of Section 1.1. The proxies and
powers granted by each Class B Stockholder pursuant to this Section 1.2 are
coupled with an interest and are given to secure the performance of the
obligations under this Agreement. Such proxies and powers will be irrevocable
until the termination of this Agreement and will survive the death, incompetency
and disability of each Class B Stockholder. It is understood and agreed that the
Applicable Proxy will not use such irrevocable proxy unless a Class B
Stockholder fails to comply with Section 1.1 and that, to the extent the
Applicable Proxy uses such irrevocable proxy, it will only vote such shares of
Class B Common Stock with respect to the matters specified in, and in accordance
with the provisions of, Section 1.1.
1.3. For purposes of this Agreement, the term "Class B
Majority" shall mean a majority of the shares of Class B Common Stock voted at a
meeting of the Class B Stockholders; provided that (i) at least a majority of
the then outstanding shares of Class B Common Stock is represented at such
meeting (including by proxy), (ii) all Class B Stockholders have been duly
notified, or have waived notice, of such meeting in accordance with the
provisions set forth in Section 4.2 (in analogous application thereof), (iii)
such meeting may be attended telephonically or by other means by virtue of which
all persons participating in the meeting can hear each other and (iv)
notwithstanding the
foregoing, any action required or permitted to be taken at any meeting of the
Class B Stockholders may be taken without a meeting if holders representing a
majority of the then outstanding Class B Common Stock consent thereto in
writing, the other Class B Stockholders are promptly notified of such written
consent and such written consent is filed with the minutes of proceedings of the
Class B Stockholders.
Section 2. The Xxxxx Children Committee.
2.1. The Class B Stockholders hereby create a committee to
exercise, to the extent and in the manner provided herein, certain voting,
management and control powers over the Class B Common Stock (the "Xxxxx Children
Committee"), which shall consist of six members (each individually, a "Member",
and collectively, the "Members").
2.2. The Class B Stockholders hereby designate Xxxxxxxx X.
Xxxxx, Xxxxxxx X. Xxxxx-Xxxxxxx, Xxxxxxxx Xxxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx
X. Xxxxx and Xxxxx X. Xxxxx as the initial Members, each of whom hereby accepts
such designation and hereby agrees to act as an initial Member hereunder.
2.3. Each Member shall have the power to designate, by an
instrument in writing, a person or a series of persons to act as his or her
successor or consecutive successors as such a Member; provided that no
designation by any Member shall be inconsistent with designations made by a
former Member who is a predecessor of such Member. Such power shall include,
without limitation, the power to designate a temporary successor Member pending
a descendant of such designating Member having attained the age of 21. Subject
to a Member's right to replace any such successor pursuant to the last sentence
of this Section 2.3, any such instrument of designation shall become effective
according to its terms and shall be revocable at any time prior to the
qualification of the designee. In the event that there shall be more than one
instrument executed by the same person designating a successor, then the
instrument that shall bear the most recent date and shall be unrevoked shall
govern. Each former Member shall have the power, until his or her death or
permanent incapacity, to replace any successor Member of such Member (including,
without limitation, a temporary successor Member) by designating, in accordance
with this Section 2.3, another person as his or her successor Member.
2.4. Any Member acting hereunder may resign at any time
and for any reason by a written notice delivered to the other Members, to any
former Member that is a predecessor of such Member and to the designated
successor Member of such Member, if any.
2.5. In the event of the death, resignation or other
failure to act of a Member, or in the event of a court appointing a conservator,
committee or guardian for
such Member, and in the event that any such vacancy shall not be filled pursuant
to the exercise of such Member's, or one of such Member's predecessor's, power
to designate his or her successor, then the successor to such Member shall be as
follows:
(a) If such Member shall be either one of the initial
Members named herein or a descendant of one of such initial Members,
then the successor to such Member shall be such Member's oldest living
descendant willing to serve on the Xxxxx Children Committee; provided,
however, that such descendant shall then have attained the age of 21
years.
(b) If no successor to such Member shall have been
appointed pursuant to the provisions of the preceding paragraph, then
the successor Member shall be such person as shall be designated, in
writing, by a majority of the then acting Members; provided, however,
that any successor designated pursuant to this Section 2.5(b) shall
promptly be replaced by a descendant of the Member that preceded such
successor upon such descendant attaining the age of 21, if so provided
by such predecessor Member in a written instrument.
2.6. If any initial Member or the successor to any such
Member is no longer deemed to own any shares of Class B Common Stock, as
determined in accordance with the proviso to Section 3.4 of this Agreement, then
such Member shall cease to be a Member and thereafter the Xxxxx Children
Committee shall consist of the remaining Members.
2.7. Notwithstanding any other provision of this Section
2, at no time shall a person be a Member who is also a grantor of one or more of
the Class B Trusts.
Section 3. Powers of the Xxxxx Children Committee.
3.1. Pursuant to the provisions of Section 1 of this
Agreement, the Xxxxx Children Committee, acting by Xxxxx Children Committee
Majority (as defined in Section 3.4), shall have the power, at such time
specified in Section 1 of this Agreement, to direct how the Class B Stockholders
shall vote their shares as a group with respect to all such matters provided for
in Section 1 of this Agreement, and the Class B Stockholders hereby agree, as
provided in Section 1.1 of this Agreement, to promptly carry out such directions
with respect to the respective shares of Class B Common Stock owned by the Class
B Stockholders over which such Class B Stockholders have voting control.
3.2. The Xxxxx Children Committee, acting by Xxxxx
Children Committee Majority, shall also have the power:
(a) To appoint an Applicable Proxy at such time as is
specified in Section 1 of this Agreement;
(b) To bring, maintain and defend suits, whether in law
or in equity, and to settle, compromise, agree to arbitrate and be
bound thereby, and to take any action believed by the Xxxxx Children
Committee to be necessary or advisable to exercise the powers and
duties of the Xxxxx Children Committee under this Agreement; and
(c) To employ and pay reasonable compensation to such
agents, advisors, accountants, attorneys and investment counsel as may
be necessary or desirable in carrying out the duties and powers of the
Xxxxx Children Committee.
3.3. Any exercise of the Xxxxx Children Committee's powers
under this Section 3 shall, to the extent possible, be pro rata among the Class
B Stockholders in proportion to the respective Class B Stockholder's ownership
of the Class B Common Stock to which such action relates, taking into
consideration any obligations of the respective Class B Stockholders to third
parties, including a prior pledge, that would cause a Class B Stockholder to be
in default or in violation of its obligation to such third party if it were to
carry out such action.
3.4. For purposes of this Agreement, the term "Xxxxx
Children Committee Majority" shall mean a majority of the shares of Class B
Common Stock then owned by the Members and, without duplication, their
respective predecessor Members, if any (each, a "Predecessor Member"); provided
that, for purposes of determining the Xxxxx Children Committee Majority, each
Member or Predecessor Member (each, an "Applicable Person") shall be deemed to
own shares of Class B Common Stock that are owned by such Applicable Person (a)
directly, in the name of such Applicable Person, (b) indirectly, through the
Class B Trusts listed on Schedule C hereto (each such Class B Trust, a "Member
Trust"), in each case to the extent that such Applicable Person or his or her
descendants or stepchildren are income beneficiaries of any such Member Trust or
would be entitled to receive current income if current income were to be
distributed by any such Member Trust, (c) indirectly, through any successor
trust to any Member Trust or any new trust established after the date hereof, in
each case to the extent that such Applicable Person or his or her descendants or
stepchildren are income beneficiaries of any such trust or would be entitled to
receive current income if current income were to be distributed by any such
trust, and (d) indirectly, through such Applicable Person's or his or her
descendants' or stepchildren's attributable interest in any legal entity,
including, but not limited to, partnerships, limited liability companies,
limited partnerships, corporations or joint ventures, formed after the date
hereof, which owns shares of Class B Common Stock that were contributed to such
entity, directly or indirectly, by such Applicable Person or any of the entities
referenced in clause (b) or (c) above. As of the date hereof, each initial
Member shall be deemed to own shares of Class B Common Stock in the amounts set
forth next to such initial Member's name on Schedule C hereto.
Section 4. Meetings of the Xxxxx Children Committee.
4.1. Meetings of the Xxxxx Children Committee shall be
held at the time and place as shall from time to time be determined by Xxxxx
Children Committee Majority. After there has been such determination and notice
thereof has been given to each Member in accordance with the provisions of this
Section 4, no further notice shall be required.
4.2. Notice of any meeting of the Xxxxx Children Committee
shall be deemed to be duly given to a Member (i) if mailed to such Member at
least 10 days before the day on which such meeting is to be held, or (ii) if
sent to such Member by facsimile or electronic mail not later than three days
before the day on which such meeting is to be held, or (iii) if delivered to the
Member personally or orally, by telephone or otherwise, not later than two days
before the day on which such meeting is to be held. Notice of any meeting of the
Xxxxx Children Committee need not be given to any Member if waived by the Member
in writing, whether before or after the holding of such meeting, or if such
Member is present at such meeting. Any meeting of the Xxxxx Children Committee
shall be a legal meeting without any notice thereof having been given if each
Member then in office either is present at such meeting or has waived notice of
such meeting. A special meeting of the Xxxxx Children Committee may be called by
any two Members, by giving notice thereof to the other Members in accordance
with the provisions of this Section 4.
4.3. At all meetings of the Xxxxx Children Committee, the
presence of a Xxxxx Children Committee Majority, whether in person or by proxy,
shall constitute a quorum for the transaction of business. Except as otherwise
expressly provided for in this Agreement, any act of the Xxxxx Children
Committee shall be taken by Xxxxx Children Committee Majority.
4.4. A Member may authorize another person or persons to
act for him or her (including to attend and vote at a meeting of the Xxxxx
Children Committee or to consent or dissent to an action of the Xxxxx Children
Committee without a meeting) by proxy. Every such proxy must be in writing and
signed by the Member. Every such proxy shall be revocable at the pleasure of the
Member executing it.
4.5. A majority of the Members present, whether or not a
quorum is present, may adjourn any meeting of the Xxxxx Children Committee to
another time or place. No notice need be given of any adjournment meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 4.2
above shall be given to each Member.
4.6. Any action required or permitted to be taken at any
meeting of the Xxxxx Children Committee may be taken without a meeting if all
Members consent thereto in writing, and such writing or writings are filed with
the minutes of proceedings of the Xxxxx Children Committee.
4.7. To the extent consistent with the provisions of this
Agreement, the Xxxxx Children Committee may adopt such rules and regulations for
the conduct of meetings of the Xxxxx Children Committee.
4.8. Members may participate in a meeting of the Xxxxx
Children Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.
4.9. Notice shall be sent to all Members and Class B
Stockholders, to the addresses set forth in Schedule B (or to such other address
as the party entitled to such notice shall hereafter designate), of any action
taken pursuant to a vote of the Xxxxx Children Committee, whether such action is
taken at a meeting or by action by written consent.
Section 5. Power of Sale.
5.1. Subject to the provisions of the Registration Rights
Agreement, dated as of January 27, 1986, between Cablevision and Cablevision
Systems Company (as it may be amended, supplemented or replaced, the "CSC
Registration Rights Agreement"), and any applicable federal or state securities
laws, each of the Class B Stockholders shall have the power, with respect to all
or a portion of the shares of Class B Common Stock owned by such Class B
Stockholder, either individually or grouped with other Class B Stockholders, (i)
to sell, transfer, assign, pledge, encumber or otherwise dispose of any such
shares of Class B Common Stock, and (ii) to exercise or refrain from exercising,
or to sell any conversion privilege, warrant, option or subscription right, with
respect to such shares of Class B Common Stock; provided, that, if any such
disposition is in connection with a Change in Control, such disposition will be
subject to the voting provisions of Section 1 of this Agreement.
Section 6. Compensation; Expenses; Liability; Indemnification.
6.1. No Class B Stockholder or Member shall be entitled to
compensation for acting hereunder.
6.2. The expenses of the Xxxxx Children Committee shall be
paid by the Member Trusts in proportion to the respective Member Trust's
ownership of Class B
Common Stock at the time such expense was incurred or in such other manner as
determined by Xxxxx Children Committee Majority.
6.3. No Class B Stockholder or Member at any time acting
under this Agreement shall be liable for any loss, liability, expense or damage
to any of the Class B Stockholders, Members or beneficiaries of the Class B
Trusts occasioned by such Class B Stockholder or Member's acts or omissions in
good faith in carrying out his or her duties under this Agreement (including
acts or omissions in reliance on opinion of counsel), and in any event a Class B
Stockholder or Member shall be liable only for his or her willful default,
wrongdoing or gross negligence, but not for honest errors of judgment.
6.4. A Class B Stockholder or Member shall be entitled to
be indemnified by the Class B Stockholders for any liabilities resulting from,
or arising in connection with, such Class B Stockholder's or Member's entering
into this Agreement and/or the performance of his or her obligations in
accordance with the terms of this Agreement. Any such indemnification shall be
made by the Class B Stockholders in proportion to the respective Class B
Stockholders' ownership of Class B Common Stock determined as of the time of the
event for which such indemnification is being sought.
6.5. Each adult beneficiary of a Class B Trust hereby
agrees to release each Trustee of such Class B Trust from any claim that may,
now or in the future, arise from, or in connection with, such Trustee's entering
into this Agreement and/or the performance of his or her obligations in
accordance with the terms of this Agreement, and each such Trustee of a Class B
Trust shall be entitled to be indemnified by the adult beneficiaries of such
Class B Trusts, jointly and severally, for any liabilities resulting from, or
arising in connection with, such Trustee's entering into this Agreement and/or
the performance of his or her obligations in accordance with the terms of this
Agreement.
Section 7. Amendment.
7.1. The provisions of this Agreement may be amended by a
written instrument signed by the Class B Stockholders who then have voting
control over two-thirds of the total outstanding shares of Class B Common Stock;
provided that the provisions of Section 4 of this Agreement may be amended by a
written instrument signed by Class B Stockholders representing a Xxxxx Children
Committee Majority.
Section 8. Ability to Opt Out.
8.1. Any Class B Stockholder may opt out of this Agreement
at any time and for any reason by (i) the delivery of a written notice to the
other Class B Stockholders stating its election to do so, and (ii) subject to
the terms and conditions of the CSC Registration Rights Agreement and the
Amended and Restated Certificate of Incorporation of Cablevision, the conversion
of each share of Class B Common Stock
owned by such Class B Stockholder into one share of Cablevision NY Group Class A
common stock of Cablevision (the "Class A Common Stock," and such Class B
Stockholder, following such delivery and conversion, a "Former Class B
Stockholder").
Section 9. Termination.
9.1. Unless sooner terminated by a written instrument
signed by the Class B Stockholders who then have voting control over two-thirds
of the total outstanding shares of Class B Common Stock and, following the death
or permanent incapacity of both Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx, by Members
of the Xxxxx Children Committee who (or, without duplication, whose respective
Predecessor Members) then are deemed to own, in the manner described in the
proviso to Section 3.4 of this Agreement, two-thirds of the total outstanding
shares of Class B Common Stock then deemed to be owned in such manner by all
Members of the Xxxxx Children Committee (or, without duplication, their
respective Predecessor Members), this Agreement shall terminate upon the earlier
of (i) the number of Class B Stockholders governed by this Agreement ceasing to
be at least two in number, or (ii) the aggregate number of outstanding shares of
Class B Common Stock ceasing to constitute at least 30% of the total voting
power of the aggregate number of outstanding shares of Class A Common Stock and
Class B Common Stock of Cablevision.
Section 10. Enforceability; Remedies.
10.1. The Class B Common Stock governed by this Agreement
cannot be purchased in the open market and represents a significant portion of
the voting control of Cablevision. For those reasons, among others, the parties
hereto and the beneficiaries of the respective Class B Stockholders will be
irreparably damaged in the event that this Agreement is not specifically
enforced. Should any dispute arise as to any vote of any such Class B Common
Stock or any other action under this Agreement, an injunction may be issued
restraining any such vote or other action pending the determination of such
controversy, and in the event a Class B Stockholder fails to follow directions
as provided for herein, such Class B Stockholder's obligation to follow such
direction shall be enforceable in a court of equity by a decree of specific
performance. Such remedies shall, however, be cumulative and not exclusive and
shall be in addition to any other remedy any of the parties hereto may have.
Section 11. Jurisdiction and Venue.
11.1. Each party to this Agreement hereby agrees that any
action, suit or proceeding arising out of or relating to this Agreement (an
"Action") will be commenced in the United States District Court for the Southern
District of New York or in any court of the State of New York located in such
District. Each party to this Agreement hereby irrevocably consents to the
jurisdiction and venue of the United States District Court for
the Southern District of New York and of any court of the State of New York
located in such District in connection with any Action.
Section 12. Endorsement of Cablevision Class B Share
Certificates.
12.1. As soon as possible after the execution of this
Agreement, the Class B Stockholders shall endorse on the face of the
certificates representing the Class B Common Stock, now owned or hereinafter
acquired by the Class B Stockholders, a legend reading substantially as follows:
"The voting of the shares represented by this Certificate is
restricted by, and subject to the terms and conditions of, a
Stockholders Agreement, dated as of March 19, 2004, a copy of
which is on file at the offices of the Company and will be
furnished without charge to the holder of such shares upon
written request."
Section 13. New DBS Stockholders Agreement.
13.1. Pursuant to the anticipated spin-off of Cablevision's
satellite service as a new entity ("Rainbow DBS"), the Class B Stockholders will
become holders of the Class B common stock of Rainbow DBS or equivalent capital
stock of Rainbow DBS (either of such stock, the "DBS Stock") and, as such,
intend to enter into an agreement identical to this Agreement with respect to
provisions contained therein, including, but not limited to, the provisions with
respect to the voting of shares of the DBS Stock.
Section 14. Notices.
14.1. Any notice required or desired to be delivered
hereunder shall be (i) in writing, (ii) delivered personally, by courier service
or by certified or registered mail, return receipt requested, (iii) by facsimile
or electronic mail, (iv) effective upon dispatch, and (v) addressed as
designated on Schedule B hereto (or to such other address as the party entitled
to notice shall hereafter designate in accordance with the terms hereof), with a
copy to:
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxxx.xxx
Section 15. Construction.
15.1. Except as otherwise provided herein, the provisions
of this Agreement shall apply to any successor Class B Stockholder who becomes a
party to this Agreement in accordance with Section 15.5 of this Agreement or any
successor Member, as if such successor were the original Class B Stockholder or
initial Member named herein. All of the provisions of this Agreement shall apply
to all shares of Class B Common Stock now owned or hereinafter acquired by the
Class B Stockholders. Except as may be provided herein, nothing hereunder shall
be deemed to constitute any person a third party beneficiary of this Agreement.
15.2. Whenever necessary or appropriate, the use herein of
any gender shall be deemed to include the other gender and the use herein of
either the singular or the plural shall be deemed to include the other.
15.3. The headings and titles herein are for convenience of
reference only and are to be ignored in any construction of the provisions
hereof.
15.4. This Agreement shall be governed and construed
according to the laws of the State of New York, without regard to its rules for
conflicts of laws.
15.5. This Agreement shall be binding on the parties hereto
and their respective heirs, executors, administrators, successors and assigns.
Without limiting the generality of the preceding sentence, this Agreement shall
be binding on (i) any "Descendant's Trust" (as that term is defined in the
agreements establishing the respective Class B Trusts) or any similar continuing
trust, whether created through the exercise of a power of appointment or
otherwise, and whether created during the life of or following the death of one
or more of the persons presently eligible to receive income from the respective
Class B Trusts and (ii) any individual person or entity that hereinafter
acquires any shares of Class B Common Stock; provided that, as a condition to
such transfer, any such person or entity shall agree in writing to be bound by
the terms and conditions of this Agreement pursuant to an instrument of
assumption reasonably satisfactory in substance and form to the Class B
Stockholders who then have voting control over two-thirds of the total
outstanding shares of Class B Common Stock.
15.6. Nothing in this Agreement shall be deemed to modify
or otherwise affect any rights of Cablevision or any of its subsidiaries under
any agreement to which it and any Class B Stockholder or Class B Stockholders
are parties.
15.7. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together can constitute one and the same instrument.
IN WITNESS WHEREOF this Agreement has been executed by each of the
parties hereto, and shall be effective as of the date first above written.
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXX X. XXXXX, individually
Dated as of: Xxxxx 00, 0000
XXXXX FAMILY LLC
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Manager
Dated as of: March 19, 2004
/s/ Xxxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXXX X. XXXXX, individually, and as a
Trustee of the Xxxxx Descendants Trust,
the Xxxxx Grandchildren Trust,
the Xxxxx Spouse Trust
and the Xxxxx Progeny Trust, and
the D.C. Xxxxxxxx Trust
Dated as of: March 19, 2004
/s/ Xxxxxxx X. Xxxxx-Xxxxxxx
-----------------------------------------
XXXXXXX X. XXXXX-XXXXXXX, individually,
and as a Trustee of the Xxxxx Descendants
Trust, the Xxxxx Grandchildren Trust,
the Xxxxx Spouse Trust
and the Xxxxx Progeny Trust, and
the D.C. Xxxxxxx Trust
Dated as of: March 19, 2004
/s/ Xxxxxxxx Xxxxx Xxxxx
-----------------------------------------
XXXXXXXX XXXXX XXXXX, individually, and
as a Trustee of the Xxxxx Descendants
Trust, the Xxxxx Grandchildren Trust,
the Xxxxx Spouse Trust
and the Xxxxx Progeny Trust, and
the D.C. Xxxxxxxx Trust
Dated as of: March 19, 2004
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXX X. XXXXX, individually, and as a
Trustee of the D.C. Patrick Trust
and as Trustee of the Xxxx Xxxxx 1989
Trust
Dated as of: March 19, 2004
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
XXXXXX X. XXXXX, individually, and as a
Trustee of the X.X. Xxxxxx Trust
Dated as of: March 19, 2004
/s/ Xxxxx X. Xxxxx
-----------------------------------------
XXXXX X. XXXXX, individually, and as a
Trustee of the D.C. James Trust and as
Trustee of the Xxxxxxx Xxxxxx 1989 Trust,
the Xxxxxxx Xxxxx 1989 Trust and the Xxxx
Xxxxx 1989 Trust
Dated as of: March 19, 2004
/s/ Xxxx X. Xxxxx
-----------------------------------------
XXXX X. XXXXX, not individually, but
solely as a Trustee of Xxxxx Descendants
Trust, the Xxxxx Grandchildren Trust,
the Xxxxx Spouse Trust, the Xxxxx Progeny
Trust, the D.C. Xxxxxxxx Trust, the D.C.
James Trust, and as Trustee of the CFD
Trust # 10
Dated as of: March 19, 2004
/s/ Xxxx X. Xxxxx
-----------------------------------------
XXXX X. XXXXX, not individually, but
solely as a Trustee of the D.C. Xxxxxxx
Trust and the D.C. Patrick Trust
Dated as of: March 19, 2004
/s/ Xxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXX X. XXXXX, not individually, but
solely as a Trustee of the D.C. Xxxxxxxx
Trust and the X.X. Xxxxxx Trust
Dated as of: March 19, 2004
/s/ Xxxx X. XxxXxxxxxx
-----------------------------------------
XXXX X. XXXXXXXXXX, not individually, but
solely as Trustee of the CFD Trust No. 1,
the CFD Trust No. 2, the CFD Trust No. 3,
the CFD Trust No. 4, the CFD Trust No. 5
and the CFD Trust No. 6
Dated as of: March 19, 2004
/s/ Xxxxxxxx X. Xxxxx
-----------------------------------------
XXXXXXXX X. XXXXX, not individually, but
solely as a Trustee of the Xxxxxxx
X.Xxxxx 2001 Family Trust
Dated as of: March 19, 2004
/s/ Xxxxx X. Xxxxx
-----------------------------------------
XXXXX X. XXXXX, individually, and as a
Trustee of the Xxxxxxx X. Xxxxx 2001
Family Trust
Dated as of: March 19, 2004
SCHEDULE A
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
----------- ------------------------------
Xxxxxxx X. Xxxxx 30,491,398
Xxxxx Family LLC 7,977,325
Xxxxx Descendants Trust 37,493
Trustees: Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxx X. Xxxxx
Xxxxx Progeny Trust 19,145
Trustees: Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxx X. Xxxxx
Xxxxx Grandchildren Trust 26,325
Trustees: Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxx X. Xxxxx
Xxxxx Spouse Trust 3,637
Trustees: Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxx X. Xxxxx
D.C. Xxxxxxxx Trust 1,934,443
Trustees: Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxx
D.C. Xxxxxxx Trust 1,934,443
Trustees: Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxx X. Xxxxx
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
----------- ------------------------------
D.C. Xxxxxxxx Trust 1,878,085
Trustees: Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx
X.X. Xxxxxxx Trust 1,878,085
Trustees: Xxxxxxx X. Xxxxx
Xxxx X. Xxxxx
X.X. Xxxxxx Trust 1,934,443
Trustees: Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
X.X. Xxxxx Trust 1,934,443
Trustees: Xxxxx X. Xxxxx
Xxxx X. Xxxxx
CFD Trust No. 1 1,741,481
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust No. 2 1,741,481
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust No. 3 1,685,123
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust No. 4 1,665,978
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust No. 5 1,773,391
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust No. 6 1,773,391
Trustee: Xxxx X. XxxXxxxxxx
CFD Trust # 10 596,423
Trustee: Xxxx X. Xxxxx
Xxxx Xxxxx 1989 Trust 60,627
Trustee: Xxxxxxx X. Xxxxx
STOCKHOLDER SHARES OF CLASS B COMMON STOCK
----------- ------------------------------
Xxxxxxx Xxxxxx 1989 Trust 60,627
Trustee: Xxxxx X. Xxxxx
Xxxxxxx Xxxxx 0000 Trust 60,627
Trustee: Xxxxx X. Xxxxx
Xxxx Xxxxx 1989 Trust 60,627
Trustee: Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2001 Family Trust 5,945,196
Trustees: Xxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
SCHEDULE B
CLASS B STOCKHOLDER ADDRESS FOR NOTICES
------------------- -------------------
Xxxxxxx X. Xxxxx 000 Xxxx Xxxx Xxxx
Xxxxxx Xxx, Xxx Xxxx 00000
Xxxxx Family LLC c/o Dolan Family Office
Xxxxx Descendants Trust 000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx Progeny Trust Xxxxxxxx, Xxx Xxxx 00000
Xxxxx Grandchildren Trust Attention: Xxxxxxx X. Xxxxxx, Xx.
Xxxxx Spouse Trust
D.C. Xxxxxxxx Trust
D.C. Xxxxxxx Trust
D.C. Xxxxxxxx Trust
D.C. Patrick Trust
X.X. Xxxxxx Trust
X.X. Xxxxx Trust
CFD Trust Xx. 0
XXX Xxxxx Xx. 0
XXX Xxxxx Xx. 0
CFD Trust Xx. 0
XXX Xxxxx Xx. 0
CFD Trust Xx. 0
XXX Xxxxx # 00
Xxxx Xxxxx 1989 Trust
Xxxxxxx Xxxxxx 1989 Trust
Xxxxxxx Xxxxx 1989 Trust
Xxxx Xxxxx 1989 Trust
Xxxxxxx X. Xxxxx 2001 Family Trust
MEMBER ADDRESS FOR NOTICES
------ -------------------
Xxxxxxxx X. Xxxxx 00 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx 00000
Xxxxxxx X. Xxxxx-Xxxxxxx 00 Xxxxxx Xxxx
Xxxxxx Xxx, Xxx Xxxx 00000
Xxxxxxxx Xxxxx Xxxxx 00 Xxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000
Xxxxxxx X. Xxxxx 0 Xxxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Xxxxxx X. Xxxxx c/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx X. Xxxxx 000 Xxxx Xxxx Xxxx
Xxxxxx Xxx, Xxx Xxxx 00000
SCHEDULE C
NUMBER OF SHARES OF CLASS B
COMMON STOCK DEEMED TO BE OWNED OWNERSHIP CONFERRED
MEMBER BY MEMBER THROUGH
------ --------- -------
Xxxxxxxx X. Xxxxx 1,934,443 D.C. Xxxxxxxx Trust
1,741,481 CFD Trust No. 1
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
------- ----------------------------------
4,666,790 TOTAL
Xxxxxxx X. Xxxxx-Xxxxxxx 1,934,443 D.C. Xxxxxxx Trust
1,741,481 CFD Trust No. 2
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
------- ----------------------------------
4,666,790 TOTAL
Xxxxxxxx Xxxxx Xxxxx 1,878,085 D.C. Xxxxxxxx Trust
1,685,123 CFD Trust No. 3
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
------- ----------------------------------
4,554,074 TOTAL
Xxxxxxx X. Xxxxx 1,878,085 D.C. Patrick Trust
1,665,978 CFD Trust No. 4
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
60,627 Xxxx Xxxxx 1989 Trust
------ ---------------------
4,595,556 TOTAL
Xxxxxx X. Xxxxx 1,934,443 X.X. Xxxxxx Trust
1,773,391 CFD Trust No. 5
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
------- ----------------------------------
4,698,700 TOTAL
Xxxxx X. Xxxxx 1,934,443 D.C. James Trust
1,773,391 CFD Trust No. 6
990,866 Xxxxxxx X. Xxxxx 2001 Family Trust
60,627 Xxxxxxx Xxxxxx 1989 Trust
60,627 Xxxxxxx Xxxxx 1989 Trust
60,627 Xxxx Xxxxx 1989 Trust
------ ---------------------
4,880,581 TOTAL
