Cablevision Letterhead] June __, 2011
Exhibit 10.25
[Cablevision Letterhead]
June __, 2011
AMC Networks, Inc.
Rainbow Programming Holdings, LLC
00 Xxxx Xxxxx
Xxx Xxxx, XX 00000
Rainbow Programming Holdings, LLC
00 Xxxx Xxxxx
Xxx Xxxx, XX 00000
Gentlemen:
This letter agreement (this “Agreement”) sets forth certain terms and conditions which have
been agreed to by and between CSC Holdings LLC (“Cablevision”), AMC Networks Inc. (“AMC”) and AMC’s
wholly-owned subsidiary, Rainbow Programming Holdings, LLC (“RPH”), with respect to the management
and prosecution of the pending lawsuit (the “Litigation”) entitled Voom HD Holdings LLC (“Voom”)
against EchoStar Satellite LLC, predecessor-in-interest to Dish Networks LLC (“EchoStar”), as
follows:
1. Effectiveness. This Agreement shall be effective only from and after the
completion of the anticipated separation of the businesses of AMC and its subsidiaries from the
other businesses of Cablevision.
2. Management of Litigation. AMC and RPH agree that Cablevision shall retain full
control over all aspects of the day-to-day prosecution and management of the Litigation, including,
but not limited, to, the supervision and oversight of outside counsel and the making of all
procedural and substantive decisions and the conduct of settlement discussions (subject to Section
3 below). Cablevision shall involve and consult with AMC and RPH with respect to the management of
the Litigation and any settlement discussions.
3. Settlement. Any decision to enter into a settlement of the Litigation shall be made
jointly by the parties. AMC and RPH shall ensure that Voom does not enter into any settlement
agreement with respect to the Litigation without the prior written consent of Cablevision.
4. Proceeds. RPH and Cablevision shall share equally in the proceeds received by RPH
from the execution upon a final judgment entered in, or a settlement of, the Litigation. RPH
agrees, subject only to the requirements of Delaware law and the provisions of the Limited
Liability Company Agreement of Voom, to cause a prompt distribution from Voom to its members of any
such proceeds, and to promptly deliver 50% of the cash proceeds received by RPH to Cablevision. To
the extent any such proceeds are received directly by RPH or AMC or any other subsidiary of AMC,
rather than as a distribution from Voom, 50% of such amount shall be promptly delivered to
Cablevision.
To the extent that: (1) any proceeds are received by AMC, RPH or any other subsidiary of AMC
in any form of consideration other than cash, the parties shall negotiate in good faith to agree
upon a fair market value of the non-cash consideration; and/or (2) any affiliation agreement
between EchoStar or any of its affiliates and any of AMC’s networks (an “Affiliation Agreement”) is
entered into in connection with any settlement of the Litigation, the parties shall negotiate in
good faith to determine what portion of the overall value of such Affiliation Agreement(s) is
attributable to the settlement. In either case, the parties agree that: (i) Cablevision shall
first receive its share of the total value of the settlement (including cash and non-cash
consideration) from the cash consideration paid in the settlement, and shall only receive a portion
of the non-cash consideration to the extent that the cash consideration paid in the settlement is
less than Cablevision’s share of the total value of the settlement, in which case such amounts will
be paid to Cablevision in cash; and (ii) AMC shall pay any such amounts related to an Affiliation
Agreement only as and when it actually receives the payments under such Affiliation Agreement(s)
from EchoStar or its applicable affiliate. If the parties are unable to agree on such fair market
value or the value of an Affiliation Agreement attributable to the settlement, as applicable, they
shall discuss in good faith the establishment of a mediation or arbitration process to determine
the fair market value.
5. Expenses. Any legal fees and expenses in excess of the currently budgeted amounts
for the remainder of 2011, regardless of whether incurred in 2011 or at any time thereafter, shall
be borne equally by AMC/RPH and Cablevision. Each party shall bear its own internal costs incurred
in connection with the Litigation.
6. Shared Privilege. The parties recognize that legal and other professional
services related to the Litigation have been and will be rendered for the benefit of each of the
parties hereto and their respective affiliates and that each party hereto and its respective
affiliates should be deemed to be the client for the purposes of asserting all privileges in
connection with the Litigation which may be asserted under applicable law. The parties agree that
they shall have a shared privilege with respect to the Litigation, with equal right to assert or
waive the privilege. No party may waive any such privilege without the prior written consent of the
other party, which consent shall not be unreasonably withheld or delayed. If a dispute arises
between or among the parties or regarding whether a privilege should be waived to protect or
advance the interest of any party, each party agrees that it shall negotiate in good faith and
shall endeavor to minimize any prejudice to the rights of the other parties. Upon receipt by any
party of any subpoena, discovery or other request which arguably calls for the production or
disclosure of information subject to a shared privilege, such party shall promptly notify the other
parties of the existence of the request and shall provide the other parties a reasonable
opportunity to review the information and to assert any rights it or they may have under this
Section 6 or otherwise to prevent the production or disclosure of such privileged information.
7.
Further
Cooperation. At the request of Cablevision, RPH shall cause Voom
to execute and deliver any and all pleadings, filings, notices, letters or other documents required
with respect to the Litigation and any agreed-upon settlement of the Litigation.
In addition, AMC and RPH shall cooperate fully in connection with the Litigation (including
the defense of any counter-claims by EchoStar).
8. General
Provisions. All notices and other communications hereunder shall be in
writing, shall reference this Agreement and shall be hand delivered or mailed by registered or
certified mail (return receipt requested) to the applicable General Counsel and will be deemed
given on the date on which such notice is received.
This Agreement shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all commitments and writings with respect to such subject
matter that are as of a date prior to the date of this Agreement. In the event of any
inconsistency between this Agreement, this Agreement shall prevail.
This Agreement may not be modified or amended except by an agreement in writing signed by each
of the parties.
This Agreement shall not be assignable, in whole or in part, by any party without the prior
written consent of the other parties, and any attempt to assign any rights or obligations arising
under this Agreement without such consent shall be void; provided that any party may assign
this Agreement to a purchaser of all or substantially all of the properties and assets of such
party so long as such purchaser (i) acquires and assumes all of the transferring party’s rights and
obligations in the Litigation and (ii) assumes all of the obligations of the transferring party
hereunder. The provisions of this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted assigns.
This Agreement is solely for the benefit of the parties and shall not be deemed to confer upon
any other person any remedy, claim, liability, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed in the State of New York.
Each party shall keep secret and retain in the strictest confidence and shall not disclose to
any third party any of the terms of this Agreement, except as required by law or legal process
(including in connection with the Litigation) or to enforce its rights hereunder.
Please confirm your acceptance of and agreement to the foregoing by executing this Agreement
in the space provided below and returning an executed copy to the undersigned.
Sincerely, | ||||
CSC HOLDINGS, LLC | ||||
By: | ||||
Name: | ||||
Title: |
AGREED AND ACCEPTED:
AMC NETWORKS, INC.
By: |
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Name:
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Title:
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President and Chief Executive Officer |
RAINBOW PROGRAMMING HOLDINGS, LLC
By: |
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Name:
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Title: |