Dolan Family LLC c/o Mr. Richard Bohm Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 DECEMBER 8, 2008 Dear Mr. Bohm:
Exhibit 43
Xxxxx Family LLC
c/o Xx. Xxxxxxx Xxxx
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Xx. Xxxxxxx Xxxx
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
DECEMBER 8, 2008
Dear Xx. Xxxx:
The purpose of this letter agreement is to confirm the rights and obligations of Bear, Xxxxxxx
International Limited (“Bear Xxxxxxx”) and Xxxxx Family LLC (“Counterparty”) under the Transaction
entered into on November 3, 1999 (the “Transaction”) between the parties, as evidenced by a
Confirmation between the parties dated November 3, 1999 (the “Confirmation”). Any capitalized term
that is used but not defined herein shall have the meaning set forth for such term in the
Confirmation.
WHEREAS, pursuant to the terms of the Confirmation, Counterparty was required to settle the
Transaction in three separate tranches on the Settlement Dates set forth in the Confirmation (the
“Scheduled Settlement Dates”);
WHEREAS, for each of the Scheduled Settlement Dates, the Relevant Price on the applicable
Pricing Date was less than the Floor Price;
WHEREAS, the aggregate Number of Shares to be Delivered by Counterparty to Bear Xxxxxxx for
all Settlement Dates is 7,977,325 Class A shares (also known as NY Group Class A Shares) (the
“Shares”, and the number of such Shares, the “Share Delivery Requirement”) of Cablevision Systems
Corporation (“CVC” or the “Issuer”) and such number was determined in accordance with the
Confirmation based on the Relevant Prices on the Pricing Dates that occurred in 2003 and 2004;
WHEREAS, settlement of the Transaction did not occur on the Scheduled Settlement Dates and the
Share Delivery Requirement remains deliverable in settlement of the Transaction;
WHEREAS, prior to the execution of this letter, Bear Xxxxxxx has delivered a copy of an
opinion of Xxxxx Xxxx & Xxxxxxxx, on which the Issuer and its transfer agent are permitted to rely
(the “Opinion”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree to effect settlement of the Transaction as follows:
1. | Counterparty hereby irrevocably instructs X.X. Xxxxxx Clearing Corp. and/or its agent to deliver the share certificates, representing in aggregate 7,977,325 CVC Class B shares (as known as NY Group Class B Shares), held as Collateral by Bear Xxxxxxx or |
its affiliate pursuant to the Confirmation (the “Collateral Shares”), to the Issuer together with a stock power and a copy of the Opinion. |
2. | Counterparty shall irrevocably instruct the Issuer to (a) convert the Collateral Shares into fully paid and non-assessable Shares and register such Shares in the name of Cede & Co. as nominee of The Depositary Trust Company (“DTC”) and (b) instruct the transfer agent to deliver such Shares, free of any legend that relates to any restriction on the disposition thereof, including any restriction under the Securities Act of 1933, as amended, to DTC for the benefit of X.X. Xxxxxx Clearing Corp. (DTC participant 0352) for further credit to account number 00000000-16 (such Shares, the “Settlement Shares” and the date on which the Settlement Shares are so delivered, the “Share Delivery Date”). | ||
3. | Upon X.X. Xxxxxx Clearing Corp.’s receipt of the Settlement Shares in the manner described in paragraph 2 above, Counterparty shall be deemed to have fulfilled its obligation under the Transaction to deliver the Share Delivery Requirement to Bear Xxxxxxx. | ||
4. | Counterparty shall pay to Bear Xxxxxxx an amount in respect of dividends previously paid on the Collateral Shares (the “Date Hereof Dividend Amount”) equal to thesum of (i) $89,498,255.00 that was credited to the Collateral Account as of November 20, 2008, and (ii) interest accrued thereon in the Collateral Account from November 20, 2008 to the date hereof. The “Collateral Account” is the following account: |
Citibank
000 Xxxx Xxxxxx, Xxx Xxxx, XX
ABA # 000000000
A/C Bear Xxxxxxx
A/C # 09253186
Sub A/C Xxxxx Family LLC
Sub A/C # 353-01457-XA8
000 Xxxx Xxxxxx, Xxx Xxxx, XX
ABA # 000000000
A/C Bear Xxxxxxx
A/C # 09253186
Sub A/C Xxxxx Family LLC
Sub A/C # 353-01457-XA8
Counterparty hereby irrevocably instructs Bear Xxxxxxx to retain such amount of cash as and when credited to the Collateral Account and apply such cash in complete satisfaction of Counterparty’s obligation to pay the Date Hereof Dividend Amount to Bear Xxxxxxx. For the avoidance of doubt, the full amount of the Date Hereof Dividend Amount shall be the amount described above in the Collateral Account (exclusive of the Stock Borrow Amount received therein) and shall not require any additional payment from Counterparty. | |||
5. | Counterparty shall irrevocably instruct the Issuer to pay an amount in respect of the dividend on the Shares for which the record date was November 17, 2008 equal to $797,732.50 (the “November 2008 Dividend Amount”) into the Collateral Account on December 9, 2008. Counterparty hereby irrevocably instructs Bear Xxxxxxx to retain, upon receipt in the Collateral Account, an amount of cash held in the Collateral Account equal to the November 2008 Dividend Amount and apply such cash in complete satisfaction of Counterparty’s obligation to pay the November 2008 Dividend Amount to Bear Xxxxxxx. |
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6. | Counterparty shall pay to Bear Xxxxxxx on the date hereof an amount equal to $3,980,000.00 with respect to Bear Xxxxxxx’ cost of borrowing Shares in order to maintain its hedge of the Transaction during the period from the Scheduled Settlement Dates to the date hereof (the “Stock Borrow Amount”). Counterparty shall make such payment to the Collateral Account and hereby irrevocably instructs Bear Xxxxxxx to retain, upon such receipt in the Collateral Account, an amount of cash held in the Collateral Account equal to the Stock Borrow Amount and apply such cash in complete satisfaction of Counterparty’s obligation to pay the Stock Borrow Amount to Bear Xxxxxxx. | ||
7. | Counterparty represents and warrants that it is the record holder of the Collateral Shares and that each of the Collateral Shares is convertible into one fully paid and non-assessable Share. | ||
8. | Counterparty agrees that it shall promptly take such steps as may be reasonably requested by Bear Xxxxxxx, in order to effect delivery of the Settlement Shares described herein, including without limitation, providing or completing stock powers or transfer instructions. | ||
9. | If (a) X.X. Xxxxxx Clearing Corp. fails to receive the Settlement Shares in the manner described in paragraph 2 hereof within three New York business days following the date on which X.X. Xxxxxx Clearing Corp. and/or its agent delivers the certificates representing the Collateral Shares, the stock power and a copy of the Opinion to the Issuer in accordance with Counterparty’s instructions set forth in paragraph 1 above, (b) Bear Xxxxxxx does not receive the November 2008 Dividend Amount in the Collateral Account by December 12, 2008 or (c) Counterparty fails to pay the Stock Borrow Amount to Bear Xxxxxxx on the date hereof, it shall be an Event of Default in respect of Counterparty under the Master Agreement. | ||
10. | Upon (a) X.X. Xxxxxx Clearing Corp.’s receipt of the Settlement Shares in the manner described in paragraph 2 hereof, (b) Bear Xxxxxxx’x receipt of the November 2008 Dividend Amount in the Collateral Account and (c) Counterparty’s payment of the Stock Borrow Amount as set forth herein, the parties hereby agree and acknowledge that (i) all of Counterparty’s obligations under the Transaction and the Master Agreement shall be irrevocably, fully and completely satisfied, paid and discharged and (ii) the Transaction evidenced by the Confirmation shall terminate and have no further force or effect. |
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11. | This letter agreement shall be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law doctrine). |
Very truly yours,
BEAR, XXXXXXX INTERNATIONAL LIMITED | ||||
By:
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/s/ Xxxxx Xxxxxxxx
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Title: Executive Director |
Agreed and Acknowledged,
XXXXX FAMILY LLC | ||||
By:
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/s/ Xxxxxx Xxxxxx
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Title: Manager |
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