STANDSTILL AGREEMENT BY AND AMONG AMC NETWORKS INC. AND THE DOLAN FAMILY GROUP
Standstill Agreement (this “Agreement”), dated as of June _______, 2011, by and among
AMC Networks 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
2
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 [month] [day], 2011,
by and among AMC Networks Inc. and the Xxxxx Family Group, 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 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.
3
(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
4
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:
5
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):
Xxxxx Family Office LLC
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Xx.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Xx.
and
Xxxxxxxxx & 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
6
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.
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
| AMC NETWORKS INC. | ||||||
| By: | ||||||
| Title: | ||||||
| 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 | ||||||
| XXXXX X. XXXXX, individually | ||||||
| XXXXXX X. XXXXX, individually | ||||||
[Signature Page to Standstill Agreement]
| XXXXXXX X. XXXXX, individually | ||||
| XXXXXXXX XXXXX XXXXX, individually | ||||
| XXXXXXX X. XXXXX-XXXXXXX, individually | ||||
| 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 Xxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||||
| XXXXXXXX X. XXXXX, not individually, but as a Trustee of the Xxxxxxx X. Xxxxx 2009 |
[Signature Page to Standstill Agreement]
| Family Trusts and the Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts | ||||
| XXXXX X. XXXXX, not individually, but as a Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts and the Xxxxxxx X. Xxxxx 2010 Grandchildren Trusts | ||||
| 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 | ||||
| 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 | ||||
[Signature Page to Standstill Agreement]
| 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 | ||||
[Signature Page to Standstill Agreement]
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
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx X. Xxxxx
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 Trust FBO Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxx X. Xxxxx
Xxxx Xxxxx 1989 Trust
Xxxx Xxxxx 1989 Trust
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxxx X. Xxxxx
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 Trust FBO Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Family Trust FBO Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxx X. Xxxxx-Xxxxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxxx Xxxxx Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2010 Grandchildren Trust FBO Descendants of Xxxxx X. Xxxxx
Xxxx Xxxxx 1989 Trust
Xxxx Xxxxx 1989 Trust
EXHIBIT A
FORM OF JOINDER
FORM OF JOINDER
STANDSTILL JOINDER AGREEMENT
Reference is made to the Standstill Agreement, dated [month] [day], 2011, by and among AMC
Networks 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).
