Contract
Exhibit 99.3
CONTRIBUTION
AGREEMENT (this “Agreement”), dated as of June 6, 2011, by
and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC
HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cablevision
(“CSC”), and AMC NETWORKS INC., a Delaware corporation (“AMC”).
RECITALS
WHEREAS, Cablevision and AMC are parties to a Distribution Agreement, dated as of June 6, 2011 (the “Distribution Agreement”);
WHEREAS, pursuant to the Distribution Agreement, the parties wish to cause the transactions
described on Annex I (the “Reorganization Transactions”) to be completed including, without
limitation, the assignment by CSC to AMC of all the membership interests in Rainbow Media Holdings
LLC (the “Holdings Interests;” the assignment of the Holdings Interests is referred to
herein as the “Assignment”);
WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to
receive, 5000 shares of newly issued Common Stock, par value $.01 per share, of AMC (the “AMC
Stock”);
WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to
receive, $1,250,000,000 aggregate principal amount of debt obligations of AMC, consisting of (i)
$700,000,000 of AMC’s senior unsecured notes (the “AMC Notes”), issued pursuant to an
indenture, to be dated as of the Distribution Date, between AMC, certain subsidiaries of AMC and a
Trustee to be determined by AMC and (ii) $550,000,000 of senior secured term loans (the “AMC
Loans”, and together with the AMC Notes, the “AMC Debt”), incurred pursuant to the
Credit Agreement, to be dated as of the Distribution Date (the “Credit Agreement”), among
AMC, certain subsidiaries of AMC, the Lenders party thereto, JPMorgan Chase Bank, National
Association, as administrative agent (the “Administrative Agent”), and the other parties
thereto;
WHEREAS, in consideration of the Assignment, CSC wishes to enter into, and AMC Networks wishes
to cause certain of its subsidiaries to enter into, an agreement terminating the Consulting
Agreement (as defined below) effective as of the Distribution Date;
WHEREAS, in order to complete the Reorganization Transactions and the issuance of the AMC
Stock and the AMC Debt, the parties desire to enter into this Agreement; and
WHEREAS, terms used but not defined herein have the meanings assigned thereto in the
Distribution Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged by this Agreement, the parties agree as follows:
1. Assignments. Subject to the terms of the Distribution Agreement, each of
Cablevision and AMC shall take all actions necessary to cause the completion of the
Reorganization Transactions to which it or any of its subsidiaries is a party. In furtherance
thereof, effective as of the date of this Agreement, CSC shall assign to AMC, and AMC shall accept
from CSC, all of CSC’s right, title and interest in the Holdings Interests, pursuant to the
Assignment Agreement, dated the date of this Agreement between CSC and AMC.
2. Stock Issuance. AMC hereby agrees to issue to CSC, effective as of the date of
this Agreement, the AMC Stock, by delivery of stock certificates therefor, pursuant to the
Assignment Agreement and Stock Power, dated the date of this Agreement, between CSC and AMC.
Cablevision and CSC acknowledge and agree that each of these stock certificates shall bear the
legends contemplated by Annex II hereto.
3. Debt Issuance. AMC hereby agrees to issue to CSC, effective as of the Distribution
Date, the AMC Debt, by (i) delivery of certificates representing the AMC Notes (or by book-entry
record of beneficial ownership thereof) and (ii) an appropriate entry in the accounts or records of
the Administrative Agent evidencing the obligation of AMC to CSC under the AMC Loans.
4. Termination of Consulting Agreement. Prior to the Distribution Date, CSC shall
enter into, and AMC shall cause its subsidiaries, American Movie Classics Company LLC and WE:
Women’s Entertainment, LLC, to enter into, a Termination Agreement in the form attached hereto as
Annex III terminating the Consulting Agreement, dated as of March 29, 2001, to which they are
parties (the “Consulting Agreement”). The termination of the Consulting Agreement will be
effective as of 11:59 p.m. on the Distribution Date.
5. Disclosure. Except as expressly provided in the Distribution Agreement or in any
Ancillary Agreement, (i) none of the parties is making any representation to any other party in
connection with the Reorganization Transactions, the Assignment or the issuance of the AMC Stock or
the AMC Debt, and (ii) AMC is not directly assuming any liabilities of Rainbow Media Holdings LLC
or its subsidiaries under the Reorganization Transactions or the Assignment.
6. Further Assurances. Each party hereto agrees to take such further actions as may
be reasonably necessary to effect the transactions contemplated by this Agreement.
7. Complete Agreement; Construction. This Agreement, including the Annexes hereto
shall constitute the entire agreement between the parties with respect to the subject matter hereof
and shall supersede all previous negotiations, commitments and writings with respect to such
subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex
shall prevail.
8. Ancillary Agreements. This Agreement is not intended to address, and should not be
interpreted to address, the matters specifically and expressly covered by the Distribution
Agreement or the Ancillary Agreements. Without limiting the foregoing sentence, the provisions of
Section 2.13 and 2.14 of the Distribution Agreement shall apply to the Reorganization Transaction
and the Assignment.
9. Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, and shall become
-2-
effective when one or more such counterparts have been signed by each of the parties and
delivered to the other parties.
10. Survival of Agreements. Except as otherwise contemplated by this Agreement, all
covenants and agreements of the parties contained in this Agreement shall survive the Distribution
Date.
11. Notices. 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 parties at the following addresses (or at such other
addresses for a party as shall be specified by like notice) and will be deemed given on the date on
which such notice is received:
To Cablevision and CSC:
Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
To AMC:
AMC Networks Inc.
Eleven Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Eleven Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
12. Waivers. The failure of any party to require strict performance by any other
party of any provision in this Agreement will not waive or diminish that party’s right to demand
strict performance thereafter of that or any other provision hereof.
13. Amendments. Subject to the terms of Section 14 hereof, this Agreement may not be
modified or amended except by an agreement in writing signed by each of the parties.
14. Assignment. This Agreement shall not be assignable, in whole or in part, directly
or indirectly, by any party without the prior written consent of the other party, and any attempt
to assign any rights or obligations arising under this Agreement without such consent shall be
void; provided that either 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 expressly
assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the
due and punctual performance or observance of every agreement and covenant of this Agreement on the
part of the assigning party to be performed or observed.
15. Successors and Assigns. The provisions to this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties and their respective successors and
permitted assigns.
-3-
16. Termination. This Agreement may be terminated at any time prior to the
Distribution by and in the sole discretion of Cablevision without the approval of AMC or the
stockholders of Cablevision. In the event of such termination, no party shall have any liability
of any kind to any other party or any other Person. After the Distribution, this Agreement may not
be terminated except by an agreement in writing signed by the Parties.
17. Third-Party Beneficiaries. This Agreement is solely for the benefit of the
parties and should not be deemed to confer upon any other Person any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing without reference to this
Agreement.
18. Title and Headings. Titles and headings to Sections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
19. Annexes. The Annexes shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.
20. Governing Law. 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.
21. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to
trial by jury in any legal proceeding arising out of or related to this Agreement.
22. Specific Performance. From and after the Distribution, in the event of any actual
or threatened default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved
shall have the right to specific performance and injunctive or other equitable relief of its rights
under this Agreement, in addition to any and all other rights and remedies at law or in equity, and
all such rights and remedies shall be cumulative. The parties agree that, from and after the
Distribution, the remedies at law for any breach or threatened breach of this Agreement, including
monetary damages, are inadequate compensation for any loss, that any defense in any action for
specific performance that a remedy at law would be adequate is hereby waived, and that any
requirements for the securing or posting of any bond with such remedy are hereby waived.
23. Severability. In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which comes
as close as possible to that of illegal or unenforceable provisions.
-4-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| CABLEVISION SYSTEMS CORPORATION |
||||
| /s/ Xxxxx X. Xxxxxxx | ||||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| CSC HOLDINGS, LLC |
||||
| /s/ Xxxxx X. Xxxxxxx | ||||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President | |||
| AMC NETWORKS INC. |
||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
[Signature Page to Contribution Agreement]
Annex I
Reorganization Transactions
Transaction
| 1. | CSC Holdings, LLC (“CSC”) contributes the membership interests in Rainbow Media Holdings LLC to AMC Networks Inc. (“AMC”) in exchange for common stock of AMC (the “Contribution”) to be issued to CSC at the time of the Contribution and debt obligations of AMC (“AMC Debt”) to be issued to CSC on the Distribution Date. | |
| 2. | AMC amends and restates its certificate of incorporation so that its entire capital stock shall be converted into Class A Common Stock and Class B Common Stock. | |
| 3. | CSC Holdings, LLC distributes AMC Class A Common Stock and Class B Common Stock to Cablevision Systems Corporation. | |
| 4. | CSC Holdings, LLC exchanges the AMC Debt in separate transactions with an affiliate of each of X.X Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, pursuant to separate Payment in Satisfaction Agreements, each dated as of June 21st, 2011 or June 22, 2011 (assuming a Distribution Date of June 30, 2011) and with each such exchange to be effected contemporaneously on the Distribution Date. | |
| 5. | Cablevision Systems Corporation distributes AMC Class A Common Stock and Class B Common Stock to its stockholders. |
Annex II
Stock Certificates Legends
“The shares represented by this certificate have not been registered under the
Securities Act of 1933 (the “Act”) or any state securities or Blue Sky laws and may
not be sold, transferred, pledged or otherwise disposed of without registration
under the Act or such state laws or unless such sale, transfer, pledge or other
disposition is exempt from registration thereunder.”1
“The shares represented by this certificate are held subject to the terms of a
certain Registration Rights Agreement, dated June 9, 2011, by and among AMC
Networks Inc. and the Xxxxxxx X. Xxxxx Children Trusts, as amended from time to
time, a copy of which is on file with the Secretary of AMC Networks Inc., and such
shares may not be sold, transferred or otherwise disposed of, directly or
indirectly, except in accordance with the terms of such Registration Rights
Agreement.”2
“The voting and transfer of the shares represented by his certificate are restricted
by, and subject to the terms and conditions of, the Class B Stockholders’ Agreement,
dated as of June 9, 2011, as it may be further amended, a copy of which is with
the Secretary of AMC Networks Inc. and will be furnished without charge to the
holder of such shares upon written request.”3
| 1 | This legend shall be removed from certificates representing Class A Common Stock prior to the distribution of those shares by Cablevision Systems Corporation. | |
| 2 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend shall be placed on the certificates for the Class B Common Stock registered in the names of the Xxxxxxx X. Xxxxx Children Trusts. | |
| 3 | Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend will be placed on all certificates representing Class B Common Stock. |
Annex III
Form of Termination Agreement
TERMINATION AGREEMENT, made as of the ____ day of ________, 2011, among CSC Holdings, LLC a
Delaware limited liability company (“CSC”), American Movie Classics Company LLC, a New York limited
liability company (“AMCC”) and WE: Women’s Entertainment LLC, a Delaware limited liability company
(“WE”).
WHEREAS, CSC, AMCC and WE are parties to a Consulting Agreement, dated March 29, 2001 (the
“Consulting Agreement”);
WHEREAS, CSC and AMC Networks Inc. (“AMC”) are party to a Contribution Agreement, dated
______, 2011 (the “Contribution Agreement”) pursuant to which certain reorganizational and other
transactions are provided for, including transactions whereby AMCC and WE will become subsidiaries
of AMC;
WHEREAS, in the Contribution Agreement, CSC has agreed to enter into this Agreement and AMC
Networks has agreed to cause AMCC and WE to enter into this Agreement;
WHEREAS, pursuant to a Distribution Agreement, dated _______, 2011 between Cablevision Systems
Corporation (“Cablevision”), CSC and AMC (the “Distribution Agreement”), Cablevision will
distribute all of the common stock of AMC to the stockholders of Cablevision on the Distribution
Date (as defined in the Distribution Agreement);
WHEREAS, the parties hereto desire to terminate the Consulting Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the parties hereto have agreed and by these presents hereby agree to abide by and be bound by the
following Consulting Agreement:
24. Termination. Effective as of 11:59 p.m. on the Distribution Date (as defined in
the Distribution Agreement), the Consulting Agreement shall terminate (the “Termination Time”).
25. Effect of Termination. From and after the Termination Time, none of the parties
to the Consulting Agreement shall have any further obligation thereunder other than the obligation
of AMCC and WE to make the payments required by Section 4 of the Consulting Agreement for the
period ending at the Termination Time. CSC, AMCC and WE confirm and agree that there are not and
there have not been any “Future Brands” as that term is used in Section 2 of the Consulting
Agreement.
26. Mutual Releases. Effective as of the Termination Time and subject to the making
of the payment provided for in Section 2 of this Agreement, each of the parties to this
Annex III
Agreement, on behalf of itself and each of its affiliates hereby releases each other party to the
Consulting Agreement and its respective affiliates, directors, officers, employees, agents,
attorneys and representatives from any liability, claim or obligation under the Consulting
Agreement.
27. Notices. All notices or other communications required hereunder shall be in
writing and shall be deemed to have been duly given as of five days after the day and time of
mailing by certified or registered mail, postage prepaid, to the following addresses, or such other
addresses as the parties hereto shall, by like notice, from time to time notify one another:
| To AMCC: | American Movie Classics | |||
| Company LLC | ||||
| 00 Xxxx Xxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: General Counsel | ||||
| To WE: | WE: Women’s Entertainment, LLC | |||
| 00 Xxxx Xxxxx | ||||
| Xxx Xxxx, XX 00000 | ||||
| Attention: General Counsel | ||||
| To CSC: | CSC Holdings, LLC | |||
| 0000 Xxxxxxx Xxxxxx | ||||
| Xxxxxxxx, XX 00000 | ||||
| Attention: General Counsel |
28. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
CSC, AMCC and WE and their respective successors and assigns, but neither this Agreement nor any
rights hereunder may be assigned by without the prior written consent of the other parties.
29. Entire Agreement. This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof, and shall supersede any prior
understandings or written or oral agreements between said parties respecting such subject matter.
This Agreement shall not be modified except in a writing signed by each of the parties hereto.
30. Headings. The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience of reference only and shall not control or affect the meaning or
construction of any provision hereof.
31. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law; but if any provision
of this Agreement or the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such
prohibition or invalidity without invalidating the remainder of such provision or the remaining
provisions of this Agreement or the application of such provision to other parties or
circumstances.
Annex III
32. Waiver. No delay or omission of any party hereto to exercise rights under this
Agreement shall impair any such right or shall be construed to be a waiver of any default or
acquiescence therein. No waiver of any default shall be construed, taken, or held to be a waiver
of any other default, or waiver, acquiescence in, or consent to any further or succeeding default
of the same nature.
33. Applicable Law. This Agreement shall be construed and administered and the
validity thereof shall be determined in accordance with the internal laws of the State of New York
without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first
above written.
| CSC HOLDINGS, LLC |
||||
| By: | ||||
| Title: | ||||
| AMERICAN MOVIE CLASSICS COMPANY LLC |
||||
| By: | ||||
| Title: | ||||
| WE: WOMEN’S ENTERTAINMENT LLC |
||||
| By: | ||||
| Title: | ||||
