Exhibit 8
[Execution Copy]
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into as of
February 5, 2003, by and among Cablevision Systems Corporation, a Delaware
corporation (the "Company"), the holders of the Company's Cablevision NY Group
Class B common stock listed on the signature pages hereto (each, a "Class B
Stockholder"), and Quadrangle Capital Partners LP, a Delaware limited
partnership (the "Purchaser").
WHEREAS, CSC Holdings, Inc., a Delaware corporation ("CSC
Holdings"), the Company and the Purchaser have entered into a Securities
Purchase Agreement, dated as of December 24, 2002 (the "Securities Purchase
Agreement"), providing for, among other things, the sale and issuance by CSC
Holdings to the Purchaser of 75,000 shares of the CSC Holdings' 10% Series A
Exchangeable Participating Preferred Stock, which shares are exchangeable with
the Company for shares of the Company's Cablevision NY Group Class A Common
Stock, par value $.01 per share (the "Common Stock"); and
WHEREAS, the parties hereto wish to enter into certain
agreements as provided herein.
NOW, THEREFORE, in consideration of the covenants set forth
herein, and for other good and valuable consideration, intending to be legally
bound hereby, the parties agree as follows:
1. Voting Agreement.
(a) In connection with each meeting of the stockholders
of the Company at which directors of the Company are to be elected, so long as
this Agreement is in effect and Xxxxxx Xxxxxxx has been nominated as a director,
each Class B Stockholder agrees to Vote all of such Class B Stockholder's shares
of capital stock of the Company in favor of Xxxxxx Xxxxxxx. For purposes of this
Agreement, "Vote" shall include voting in person or by proxy in favor of or
against any action, otherwise consenting or withholding consent in respect of
any action or taking other action in favor of or against any action.
(b) In connection with each meeting of stockholders of
the Company at which directors of the Company are to be elected, so long as this
Agreement is in effect, the Purchaser agrees to Vote the Purchaser's shares of
capital stock of the Company in favor of the nominees for director nominated by
the Board of Directors of the Company.
2. Termination. All rights hereunder shall terminate at
such time as the Purchaser or an Affiliated Fund (as defined in the Securities
Purchase Agreement)
beneficially own less than 50% of the number of shares of the Company's Common
Stock beneficially owned by the Purchaser on the date hereof.
3. Miscellaneous.
3.1. Modification and Waiver. No amendment or modification
of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by each of the parties hereto, No waiver
of any of the provisions of this Agreement shall be deemed to or shall
constitute a waiver of any other provisions hereof. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof.
3.2. Entire Agreement. This Agreement sets forth the
entire understanding of the parties hereto with respect to the subject matter
hereof. Any previous agreement or understandings between the parties hereto
regarding the subject matter hereof are merged into and superseded by this
Agreement.
3.3. Severability. In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
3.4. No Implied Rights. Nothing herein, express or
implied, is intended to or shall be construed to confer upon or give to any
person, firm, corporation or legal entity, other than the parties hereto, any
interest, rights, remedies or other benefits with respect to or in connection
with any agreement or provision contained herein or contemplated hereby.
3.5. GOVERNING LAW. THIS AGREEMENT AND ALL DISPUTES AND
CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAWS OF ANY OTHER
JURISDICTION THAT MIGHT BE APPLIED BECAUSE OF THE CONFLICTS OF LAWS PRINCIPLES
OF THE STATE OF DELAWARE.
3.6. Successors and Assigns. The provisions hereof shall
inure to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.
3.7. Notices. All notices and other communications under
this Agreement shall be in writing, and shall be deemed to have been duly given
on the date of delivery if delivered personally or on the third business day
after mailing or if mailed to the party to whom notice is to be given by first
class mail, registered or certified,
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postage prepaid, return receipt requested, and addressed as follows (until any
such address is changed by notice duly given):
if to the Company, to:
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Xxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxx, Esq.
if to a Class B Stockholder, to such Class B
Stockholder:
C/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copies (which shall not constitute notice)
to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq.
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and
Xxxxxxx X. Xxxxxx, Xx.
c/x Xxxxx Family Xxxxxx
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
if to Purchaser:
Quadrangle Capital Partners LP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with a copy (which shall not constitute notice) to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
3.8. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, the Class B Stockholders and
the Purchaser have executed and delivered this Agreement, or a counterpart
hereof, as of the date first written above.
CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer &
President
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THE CLASS B STOCKHOLDERS:
XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
XXXXX FAMILY LLC
/s/ Xxxxxx Xxxxxx
------------------------------------
By: Xxxxxx Xxxxxx
Title: Managing Member
XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
------------------------------------
As Trustee for DC James Trust
XXXXXXXX X. XXXXX
/s/ Xxxxxxxx X. Xxxxx
------------------------------------
As Trustee for Xxxxx Descendents
Trust, Xxxxx Grandchildren Trust,
Xxxxx Progeny Trust, Xxxxx Spouse
Trust and DC Xxxxxxxx Trust
XXXXXXX X. XXXXX
/s/ Xxxxxxx Xxxxx
------------------------------------
As Trustee for DC Patrick Trust
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XXXXXXX X. XXXXX
/s/ Xxxxxxx Xxxxx
------------------------------------
As Trustee for Xxxxx Descendants
Trust, Xxxxx Grandchildren Trust,
Xxxxx Progeny Trust, Xxxxx Spouse
Trust and DC Xxxxxxx Trust
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
------------------------------------
As Trustee for XX Xxxxxx Trust
XXXXXXXX XXXXX XXXXX
/s/ Xxxxxxxx Xxxxx Xxxxx
------------------------------------
As Trustee for Xxxxx Descendants
Trust, Xxxxx Grandchildren Trust,
Xxxxx Progeny Trust, Xxxxx Spouse
Trust and DC Xxxxxxxx Trust
XXXX X. XXXXX
/s/ Xxxx X. Xxxxx
------------------------------------
As Trustee for Xxxxx Descendants
Trust, Xxxxx Progeny Trust, Xxxxx
Grandchildren Trust, Xxxxx Spouse
Trust, DC Xxxxxxxx Trust, DC
James Trust and CFD Trust No. 10
XXXX XXXXX
/s/ Xxxx Xxxxx
------------------------------------
As Trustee for DC Xxxxxxx Trust and
DC Patrick Trust
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XXXXXXX XXXXX
/s/ Xxxxxxx Xxxxx
------------------------------------
As Trustee XX Xxxxxx Trust and DC
Xxxxxxxx Trust
XXXX XXXXXXXXXX
/s/ Xxxx XxxXxxxxxx
------------------------------------
As Trustee for CFD Trust Xx. 0, XXX
Xxxxx Xx. 0, XXX Trust Xx. 0, XXX
Xxxxx Xx. 0, XXX Trust No. 5 and
CFD Trust No. 6
XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
------------------------------------
As Trustee for the CFD 2001 Family
Trusts
XXXXXXXX X. XXXXX
/s/ Xxxxxxxx X. Xxxxx
------------------------------------
As Trustee for the CFA 2001 Family
Trusts
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP, its
General Partner
By: Quadrangle GP Investors LLC, its
General Partner
/s/ Xxxxx X. Xxxxxxx
--------------------------------
By: Xxxxx X. Xxxxxxx
Title: Managing Member
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