REGISTRATION RIGHTS AGREEMENT BY AND AMONG CABLEVISION SYSTEMS CORPORATION AND THE DOLAN FAMILY AFFILIATES
Exhibit
99.6
BY AND AMONG
CABLEVISION SYSTEMS CORPORATION
AND
THE XXXXX FAMILY AFFILIATES
Registration
Rights Agreement (this “Agreement”) dated as of
January 13, 2010, by and among
Cablevision Systems Corporation, a Delaware corporation (the “Company”), the parties set forth on
Annex A to this Agreement (the “Xxxxx Family Affiliates”) and the Qualifying Creditors, if any, who
have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this
Agreement are defined in Annex B hereto.
WITNESSETH:
WHEREAS, as of the date of this Agreement, the Xxxxx Family Affiliates own shares of
Cablevision NY Group Class B Common Stock, par value $.01 per share (“Class B Common Stock”), and
shares of Cablevision NY Group Class A Common Stock, par value $.01 per share (“Class A Common
Stock”);
WHEREAS, CSC Holdings Company was party to a Registration Rights Agreement (the “Holdings
Registration Rights Agreement”), dated as of January 27, 1986, with CSC Holdings Inc., a Delaware
corporation (“CSC Holdings”), as amended on December 31, 1986, and the Xxxxx Family Affiliates have
certain registration rights under that agreement with respect to shares of Class A Common Stock as
provided in the Holdings Registration Rights Agreement;
WHEREAS, the Company and the Xxxxx Family Affiliates wish to supersede in its entirety the
Holdings Registration Rights Agreement and provide for benefits and restrictions applicable to the
Shares owned by the Xxxxx Family Holders, all as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
the parties hereby agree as follows:
1. Demand Registration by the Xxxxx Family Parties of the Shares.
(a) Demand Registration. One or more of the Xxxxx Family Parties may request in
writing that the Company file a registration statement on an appropriate form for the general
registration of securities under the Securities Act, and include therein such number of the Shares
owned by such Xxxxx Family Party as such person may specify in its written request;
provided, however, that (i) the Company shall not be required to file a
registration statement pursuant to this Section 1 if (x) the Shares requested to be so registered
do not, in the case of a Xxxxx Family Holder, together with any Shares timely requested to be
registered by other Xxxxx Family Holders and Other Holders pursuant to the third-to-last sentence
of this Section 1(a), have an aggregate Market Price exceeding the Rule 144 Threshold as of the
Trading Day immediately preceding the expiration of the applicable Notice Period under such
sentence or, in the case of a Qualifying Creditor, do not have an aggregate Market Price exceeding
the Rule 144 Threshold as of the Trading Day immediately preceding the date on which the request
for registration is received by the Company, or (y) the Company delivers to each Xxxxx Family Party
requesting registration under this Section 1 an opinion of counsel to the Company (such opinion and
such counsel to be reasonably acceptable to each such Xxxxx Family Party, it being agreed that the
Company’s regular outside securities counsel shall be deemed to be reasonably acceptable counsel
for this purpose) to the effect that the Shares proposed to be registered by such person may be
offered and sold by such person to the public in the United States together with the Shares
requested to be
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registered by all other Xxxxx Family Parties and Other Holders (I) without registration
pursuant to an effective registration statement under the Securities Act and (II) within the volume
limitations under Rule 144(e) promulgated under the Securities Act (or any successor rule or
regulation) whether or not such volume limitations are then applicable, (ii) subject to the next
sentence, after the death of both Xxxxx and his spouse, the Xxxxx Family Holders shall in the
aggregate have the right on only four occasions to require the Company to file a registration
statement pursuant to this Section 1, and (iii) subject to the next sentence, a Qualifying Creditor
may require registration only following the exercise of its remedies under a security agreement
with a Xxxxx Family Holder and for the purpose of Transferring Shares pursuant thereto and each
Qualifying Creditor may only require one registration hereunder. The total number of demand
registrations under clauses (ii) and (iii) of the immediately preceding sentence and under the
corresponding provisions of the Xxxxx Children Trusts Registration Rights Agreement shall not
exceed four. All requests made pursuant to this paragraph shall specify the aggregate number of
Shares to be registered and the intended methods of disposition thereof, which methods may include
an underwritten public offering. Upon receipt of a written request for registration from a Xxxxx
Family Holder pursuant to the preceding sentences, the Company shall promptly give written notice
of the proposed registration to each such other Xxxxx Family Holder and each Other Holder and
provide each such other holder with the opportunity to join in such request by written notice to
the Company specifying the aggregate number of Shares to be registered by such holder within 20
days from the date of the Company’s written notice (such period is referred to as the “Notice
Period”). Subject to Section 1(c) of this Agreement, the Company will use its reasonable best
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efforts to ensure that each registration statement required to be filed pursuant to this
Section 1 shall be filed with the Securities and Exchange Commission (the “Commission”) as promptly
as reasonably practicable, but no later than 45 days after receipt of such request by the Company,
and the Company shall use its reasonable best efforts to cause such registration statement to be
declared effective by the Commission as promptly thereafter as practicable; provided,
however, that the Company shall not be required to maintain such effectiveness for more
than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension
of Effectiveness in Section 1(c), the Xxxxx Family Parties that made the registration request under
this Section 1(a) shall have the right to withdraw any such request, and such withdrawn request
shall not count as a demand registration under clause (ii) or (iii) of this Section 1(a) or the
corresponding provisions under the Xxxxx Children Trusts Registration Rights Agreement, if (1) the
registration statement required to be filed pursuant to this Section 1 is not filed with the
Commission by the date that is 45 days after such request is received by the Company and has not at
the time of such withdrawal been filed with the Commission, or is not declared effective by the
date that is 90 days after the date such registration statement is filed with the Commission and
has not at the time of such withdrawal been declared effective, and (2) in either case, such Xxxxx
Family Parties notify the Company of the withdrawal of such request no later than 10 days after
such 45th or 90th day, as the case may be.
(b) Concurrent Primary Offering. Anything in this Section 1 to the contrary
notwithstanding, if the Company at the time of receipt of a request for registration pursuant to
this Section 1 has a bona fide intent and plan to file a registration
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statement (other than on Form S-4 or S-8 or any successor forms) covering a primary offering
by the Company of its Common Equity Securities, the Company, by notice to the applicable Xxxxx
Family Parties, may delay the filing (but not the preparation) of the requested registration
statement for a period ending on the earlier of (i) 60 days after the closing of such offering or
(ii) 120 days after receipt of the request for registration; and, provided,
further, if the Company either abandons its plan to file such registration statement or
does not file the same within 75 days after receipt of such request, the Company shall promptly
thereafter file the requested registration statement. The Company may not, pursuant to the
immediately preceding sentence, delay the filing of a requested registration statement more than
once during any two-year period.
(c) Suspension of Offering. Upon notice by the Company to any Xxxxx Family Party
which has requested registration under this Section 1 that a negotiation or consummation of a
transaction by the Company or any of its subsidiaries is pending or an event has occurred, which
negotiation, consummation or event would require disclosure in the registration statement for the
requested registration and such disclosure would, in the good faith judgment of the board of
directors of the Company, be materially adverse to the business interests of the Company, and the
nondisclosure of which in the registration statement would reasonably be expected to cause the
registration statement to fail to comply with applicable disclosure requirements (a “Materiality
Notice”), the Company may delay the filing (but not the preparation) of such registration statement
(a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to
the preceding sentence at any time when a registration statement has been filed but not declared
effective, the Company may delay seeking the
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effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx
Family Party named therein shall immediately discontinue any offers of Shares under such
registration statement until such Xxxxx Family Party receives copies of a supplemented or amended
prospectus that corrects such misstatement or omission, or until it is advised in writing by the
Company that offers under such registration statement may be resumed and has received copies of any
additional or supplemental filings which are incorporated by reference in such registration
statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence
of this Section 1(c) at any time when a registration statement has been filed and declared
effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of
Shares under such registration statement until such Xxxxx Family Party receives copies of a
supplemented or amended prospectus that corrects such misstatement or omission and notice that any
post-effective amendment has become effective, or until it is advised in writing by the Company
that offers under such registration statement may be resumed and has received copies of any
additional or supplemental filings which are incorporated by reference in the registration
statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a
Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by
the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent
file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the
possession of such Xxxxx Family Party or its agents current at the time of receipt of any
Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not,
without the consent of a majority of the Xxxxx Family Holders (by number of Shares
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held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a
Suspension of Offering, any 90-day period in respect of which the Company is required to maintain
the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be
extended by the number of days during which the Suspension of Offering was in effect. In the event
of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family
Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties
shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension
of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties
written notice of the anticipated date on which the Suspension of Offering will end, and, if such
registration is withdrawn, the related demand for registration shall not count for the purposes of
the limitations set forth under clauses (y) and (z) of Section 1(a) or the comparable provisions
under the Xxxxx Trusts Registration Rights Agreement.
(d) Market Price; Trading Day. For purposes of this Section 1:
(i) “Market Price” of a share of Class A Common Stock shall mean the weighted average
of the closing prices for the Class A Common Stock on each Trading Day (as defined below)
in the 30-day period ending on the day prior to the date of determination as reported in
the consolidated transaction reporting system of the New York Stock Exchange or on the
comparable reporting system of such other exchange or trading system that is at the time
the principal market for the Class A Common Stock.
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(ii) “Trading Day” shall mean any day on which trading takes place on the New York
Stock Exchange or such other exchange or trading system that is at the time the principal
market for the Class A Common Stock.
2. Coordination of PiggyBack Registration Rights.
Each of the Xxxxx Family Parties hereby acknowledges and consents to the grant by the Company
to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights
Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Xxxxx
Children Trusts Registration Rights Agreement, of the right of the Other Holders to include certain
of their respective shares of Class A Common Stock in certain registration statements filed
pursuant hereto. Each of the Xxxxx Family Parties further acknowledges and agrees that if any
offering hereunder is to be underwritten and if the managing underwriter or underwriters of such
offering informs such person in writing that the number of shares of Class A Common Stock which the
Xxxxx Family Parties, and the Other Holders, as the case may be, intend to include in such offering
is sufficiently large so as to affect the offering price of such offering materially and adversely,
then the respective number of shares of Class A Common Stock to be offered for the account of each
Xxxxx Family Party and each Other Holder, as the case may be, who is participating in such offering
shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A
Common Stock to be included in such offering to the number recommended by such managing
underwriter. Except for such piggyback registration rights granted to Other Holders, and to any
transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered
pursuant to the Xxxxx Children Trusts Registration Rights Agreement,
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neither the Company nor any of its security holders shall have the right to include any of the
Company’s securities in any registration statement filed pursuant hereto.
3. Piggyback Registration of the Shares.
If the Company proposes to file a registration statement under the Securities Act with respect
to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx
Children Trusts Registration Rights Agreement, (b) by any other holder of any Common Equity
Securities or (c) by the Company for its own account of any Common Equity Securities (other than a
registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with
an exchange offer or an offering of securities solely to the existing stockholders of the Company),
the Company shall give written notice of such proposed filing to each of the Xxxxx Family Holders
at least 20 days before the anticipated filing date which shall state whether such registration
will be in connection with an underwritten offering and offer such Xxxxx Family Holders the
opportunity to include in such registration statement such number of the Shares as such Xxxxx
Family Holder may request within three days prior to the anticipated filing date. The Company
shall use its reasonable best efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering to permit such Xxxxx Family Holders to be included in the
registration for such offering and to include such Shares in such offering on the same terms and
conditions as the Common Equity Securities included in such offering. If such proposed offering is
to be underwritten, then upon request by the managing underwriter or underwriters given to such
Xxxxx Family Holders prior to the effective date of the offering, any Xxxxx Family Holder electing
to have Shares included in the registration statement shall either enter into underwriting
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agreements with customary terms and conditions for a secondary offering with such underwriter
or underwriters providing for the inclusion of such number of the Shares owned by such Xxxxx Family
Holder in such offering on such terms and conditions or, if such Xxxxx Family Holder shall refuse
to enter into any such agreement, the Company shall have the right to exclude from such
registration all (but not less than all) of the Shares of such Xxxxx Family Holder.
Notwithstanding the foregoing, (x) in no event will any Xxxxx Family Holder be required in such
underwriting agreement (or in any other agreement in connection with such offering) to (i) make any
representations or warranties to or agreements with the underwriters other than representations,
warranties or agreements customarily made by selling securityholders in underwritten secondary
offerings, (ii) make any representations or warranties to or agreements with the Company other than
representations, warranties or agreements regarding such Xxxxx Family Holder, the ownership of such
Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of
transaction documents executed by such Xxxxx Family Holder in connection with such registration and
such Xxxxx Family Holder’s intended method or methods of distribution and any other representation
required by law; provided that no Xxxxx Family Holder shall be required to make any representation
or warranty to any person covered by the indemnity in Section 7(b) other than on a several (and not
joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity
customarily furnished by selling security holders in underwritten offerings; provided that no Xxxxx
Family Holder shall be required to furnish any indemnity broader than the indemnity furnished by
such Xxxxx Family Holder in Section 7(b) to any person covered by the indemnity in Section 7(b),
and (y) if the
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managing underwriter or underwriters of such offering informs the Xxxxx Family Holders in
writing that the number of Shares which the Xxxxx Family Holders and the number of Shares which the
Other Holders intend to include in such offering is sufficiently large so as to affect materially
and adversely the success of such offering, the Shares to be offered for the account of the Xxxxx
Family Holders and the Other Holders shall first be reduced pro rata to the extent necessary to
reduce the total number of shares of Class A Common Stock to be included in such offering to the
number recommended by such managing underwriter. In giving effect to the foregoing reduction, the
respective number of the Shares to be offered for the account of Xxxxx Family Holders shall be
reduced pro rata.
4. Holdback Agreements.
(a) Restrictions on Public Sale by Xxxxx Family Parties. To the extent not
inconsistent with applicable law, each Xxxxx Family Party agrees not to offer publicly or effect
any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144
under the Securities Act (or any successor rule or regulation), during the seven days prior to, and
during the 90-day period beginning on, the effective date of any registration statement filed by
the Company pursuant to which any such shares or securities are being registered (except as part of
such registration), if and to the extent requested by the Company in the case of a non-underwritten
public offering or if and to the extent requested by the managing underwriter or underwriters in
the case of an underwritten public offering.
(b) Restrictions on Public Sale by the Company and Others. The Company agrees (i)
that during the seven days prior to, and during the 90-day period beginning on, the effective date
of any registration statement filed at the request of a
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Xxxxx Family Party pursuant hereto, the Company will not offer publicly or effect any public
sale or distribution of Common Equity Securities (other than any such sale or distribution of such
securities in connection with any merger or consolidation of the Company or any subsidiary with, or
the acquisition by the Company or a subsidiary of the capital stock or substantially all of the
assets of, any other person or any offer or sale of such securities pursuant to a registration
statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement
pursuant to which the Company issues or agrees to issue any privately placed Common Equity
Securities shall contain a provision under which holders of such securities agree not to effect any
public sale or distribution of any such securities during the periods described in (i) above, in
each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the
Securities Act (except as part of any such registration, if permitted).
5. Registration Procedures.
In connection with any registration of the Shares owned by a Xxxxx Family Party contemplated
hereby, the Company will as expeditiously as possible:
(a) Furnish to such Xxxxx Family Party, prior to filing a registration statement, copies of
such registration statement as proposed to be filed, and thereafter such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits
thereto), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents in such quantities as such Xxxxx Family Party may reasonably
request from time to time in order to facilitate the disposition of the Shares.
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(b) Use its reasonable best efforts to register or qualify the Shares being registered as
contemplated hereby (the “Registered Class A”) under such other securities or blue sky laws of such
jurisdictions as such Xxxxx Family Party reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Xxxxx Family Party to
consummate the disposition in such jurisdictions of the Registered Class A; provided that
the Company will not be required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this paragraph (b), (ii) subject itself to
taxation in any such jurisdiction, or (iii) consent to general service of process in any such
jurisdiction.
(c) Use its reasonable best efforts to cause the Registered Class A to be registered with or
approved by such other governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable such Xxxxx Family Party to consummate the
disposition of such Registered Class A.
(d) Notify such Xxxxx Family Party at any time, (i) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to a registration
statement or related prospectus or for additional information, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of a registration statement or the
initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of
any of the Registered Class A for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, and (iv) when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of which the
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prospectus included in such registration statement contains an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and, except as otherwise provided in Section 1(c) hereof, the
Company will, as expeditiously as practicable, prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registered Class A, such prospectus will
not contain an untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading.
(e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at
the earliest date reasonably practical.
(f) Cause all such Registered Class A to be listed on the New York Stock Exchange or on any
other securities exchange on which the Class A Common Stock is then listed, provided that
the applicable listing requirements are satisfied.
(g) Enter into customary agreements (including an underwriting agreement in customary form)
and take such other actions as are reasonably requested by the relevant Xxxxx Family Party in order
to expedite or facilitate the disposition of the Registered Class A.
(h) Make available for inspection by such Xxxxx Family Party, any underwriter participating in
any disposition pursuant to such registration statement, and any attorney, accountant or other
agent retained by such Xxxxx Family Party or such underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent
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corporate documents and properties of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and cause the
officers, directors and employees of the Company to supply all information reasonably requested by
any such Inspector in connection with such registration statement. Records which the Company
determines, in good faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in the registration statement or (ii) the release of
such Records is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction. Any Xxxxx Family Party shall use reasonable best efforts, prior to any disclosure by
any such Inspector under clause (i) of the preceding sentence, to inform the Company that such
disclosure is necessary to avoid or correct a misstatement or omission in the registration
statement. Each Xxxxx Family Party further agrees that it will, upon learning that disclosure of
Records is sought in a court of competent jurisdiction, give notice to the Company and allow the
Company, at the expense of the Company, to undertake appropriate action to prevent disclosure of
the Records deemed confidential.
(i) In the event such sale is pursuant to an underwritten offering, use its reasonable best
efforts to (i) obtain a comfort letter from the independent public accountants for the Company in
customary form and covering such matters of the type customarily covered by such letters as any
Xxxxx Family Party reasonably requests and (ii) ensure that (A) the representations, warranties and
covenants contained in the applicable underwriting agreement shall expressly be for the benefit of
any Xxxxx Family Party participating in such sale, (B) the conditions to closing in said
underwriting
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agreement shall be reasonably satisfactory to such Xxxxx Family Party and (C) to the extent
customary, all comfort letters and opinions of counsel contemplated by said underwriting agreements
are delivered to such Xxxxx Family Party on the closing date of the offering.
(j) Otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission and have the registration statement declared effective as soon as
practicable after filing.
The Company may require any Xxxxx Family Party to furnish to the Company such information
regarding such Xxxxx Family Party as the Company may from time to time reasonably request in
writing, in each case only as required by the Securities Act or the rules and regulations
thereunder.
Each Xxxxx Family Party agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(d) hereof, such Xxxxx Family Party will
forthwith discontinue disposition of the Registered Class A pursuant to the registration statement
covering such Registered Class A until such Xxxxx Family Party receives the copies of the
supplemented or amended prospectus contemplated by Section 5(d) hereof, and, if so directed by the
Company, such Xxxxx Family Party will deliver to the Company (at the expense of the Company) all
copies, other than permanent file copies then in such Xxxxx Family Party’s possession, of the
prospectus covering such Registered Class A current at the time of receipt of such notice. If
interrupted by receipt of any such notice pursuant to Section 5(d), any 90 day period in respect of
which the Company is required to maintain the effectiveness of a registration
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statement pursuant to Section 1(a) shall be extended by the number of days during which the
interruption was in effect.
6. Registration Expenses.
Other than in the case of (a) a registration at the request of a Qualifying Creditor or (b) a
demand registration under Section 1(a)(ii) after the second such registration (each registration
referred to in clause (a) or (b), a “Designated Registration”), all expenses incident to the
performance of or compliance with this Agreement by the Company, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue sky qualifications
of the Registered Class A), printing expenses, messenger and delivery expenses, internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with the listing of the
Registered Class A on the New York Stock Exchange or any other securities exchange on which such
Class A Common Stock is then listed, fees and disbursements of counsel for the Company and its
independent certified public accountants (including the expenses of any special audit or comfort
letters required by or incident to such performance), securities acts liability insurance (if the
Company elects to obtain such insurance), the fees and expenses of any special experts retained by
the Company in connection with such registration, the fees and expenses of other persons retained
by the Company, including transfer agents, trustees, depositories and registrars (all such expenses
being herein called “Registration Expenses”), will be borne by the Company. In the case of a
Designated Registration, all Registration Expenses other than
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internal expenses of the Company and securities acts liability insurance obtained by the
Company at its election, shall be borne by the Qualifying Creditor or the Xxxxx Family Holders
participating in the offering, as the case may be. The Company will not have any responsibility
for any of the expenses of any Xxxxx Family Party incurred in connection with any registration
statement hereunder, including, without limitation, underwriting discounts or commissions
attributable to the sale of Registered Class A and fees and expenses of counsel for such Xxxxx
Family Party.
7. Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and hold
harmless, to the fullest extent permitted by law, (i) each Xxxxx Family Party, (ii) the directors,
officers, partners, employees, agents, beneficiaries, trustees, members and affiliates of each
Xxxxx Family Party, and the directors, officers, partners, employees and agents of each such
affiliate, and (iii) each person who controls any of the foregoing (within the meaning of the
Securities Act and the Exchange Act), and any investment adviser thereof, against any and all
losses, claims, damages, liabilities, expenses (or actions or proceedings in respect thereof) or
costs (including, without limitation, costs of investigation and reasonable attorneys’ fees and
disbursements incurred by any such indemnified person in connection with enforcing its rights
hereunder preparing, pursuing or defending any such loss, claim, damage, liability, expense, action
or proceeding), including any of the foregoing incurred in settlement of any litigation commenced
or threatened (collectively, “Losses”), joint or several, based upon or arising out of (x) any
untrue or alleged untrue statement of material fact contained in any registration statement,
prospectus, preliminary prospectus, summary
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prospectus or amendment or supplement thereto, (y) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
(in the case of a prospectus, in the light of the circumstances under which they were made) not
misleading, or (z) any violation by the Company of any federal, state or common law rule or
regulation applicable to the Company in connection with such registration, and the Company will
reimburse each such indemnified party for any such Loss, except in each case insofar as any such
Loss arises out of or is based upon an untrue statement or omission made in any such registration
statement, prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement, or a violation of law or regulation in reliance upon and in conformity with written
information furnished to the Company by such indemnified party expressly for use in the preparation
thereof, it being understood that the information to be furnished to the Company for use in the
preparation of any such document shall be limited only to the information specifically referenced
in the penultimate sentence of Section 7(b). Such indemnity shall remain in full force and effect
regardless of any investigation made by such indemnified person and shall survive the Transfer of
any Shares by any such indemnified person. The indemnity in this Section 7(a) shall not apply to
Losses incurred by a person other than in his or her capacity as a selling security holder. In
connection with an underwritten offering, the Company will indemnify the underwriters thereof,
their officers and directors and each person who controls such underwriters (within the meaning of
the Securities Act or the Exchange Act) to the same extent as provided above with respect to the
indemnification of each Xxxxx Family Party.
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(b) Indemnification by Xxxxx Family Parties. In connection with any registration
statement contemplated hereby, each Xxxxx Family Party participating in any offer or sale pursuant
to such registration statement will furnish to the Company in writing such information with respect
to such Xxxxx Family Party as the Company reasonably requests for use in connection with any such
registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or
supplement thereto and agrees to indemnify and hold harmless, severally, and not jointly, to the
fullest extent permitted by law, the Company, its directors, officers, employees, agents and
affiliates and the directors, officers, partners, employees and agents of each such affiliate and
each person who controls the Company (within the meaning of the Securities Act or the Exchange Act)
against any Losses insofar as such Losses arise out of or are based upon (i) an untrue or alleged
untrue statement of a material fact contained in any such registration statement, prospectus,
preliminary prospectus, summary prospectus or amendment or supplement thereto or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, to the extent, that such untrue statement or omission is
contained in or omitted from any information with respect to such Xxxxx Family Party so furnished
in writing by such Xxxxx Family Party expressly for use in the preparation of such registration
statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement
thereto, as the case may be, or (ii) any violation by such Xxxxx Family Party of any federal, state
or common law rule or regulation applicable to such Xxxxx Family Party in connection with such
registration. It is understood that the
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information to be furnished by a Xxxxx Family Party to the Company for use in the preparation
of any such document shall be limited only to information regarding such Xxxxx Family Party, the
ownership of such Xxxxx Family Party’s Common Equity Securities, such Xxxxx Family Party’s intended
method or methods of distribution and any other information required by law. The liability of a
Xxxxx Family Party under this Section 7(b) shall not exceed the amount of net proceeds received by
such Xxxxx Family Party (net of underwriting discounts borne by such Xxxxx Family Party) from the
sale of the Shares in the offering that is the subject of an indemnity claim under this Section
7(b).
(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such
person of any written notice of the commencement of any action, suit, proceeding or investigation
or threat thereof made in writing for which such person will claim indemnification or contribution
pursuant to this Agreement, provided that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnified party of its obligations under this Section 7,
except to the extent that the indemnifying party is materially prejudiced by such failure to give
notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may
exist between such indemnified party and the indemnifying party with respect to such claim, the
indemnified party shall permit the indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to such indemnified party. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the
fees and expenses of more than one counsel with respect
-21-
to such claim, unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and
expenses of such additional counsel or counsels. No indemnifying party will be subject to any
liability for any settlement made without its consent. No indemnifying party, in the defense of
any such claim or litigation shall, except with the consent of the applicable indemnified party,
which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect of such claim or
litigation.
(d) Indemnification Payments. Any indemnification required to be made by an
indemnifying party pursuant to this Section 7 shall be made by periodic payments to the indemnified
party during the course of the action or proceeding, as and when bills are received by such
indemnifying party with respect to indemnifiable Losses incurred by such indemnified party.
(e) Contribution. If the indemnification provided for in this Section 7 from the
indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is
insufficient to hold harmless an indemnified party from all Losses covered thereby, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted
-22-
in such Losses, as well as any other relevant equitable considerations. The relative fault of
such indemnifying party and indemnified parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such indemnifying party or
indemnified parties, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statements or omissions. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees
or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(e) were determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
Notwithstanding anything else contained herein, (i) no party shall be liable for contribution
under this Section 7(e) except to the extent and under such circumstances as such party would have
been liable to indemnify under this Section 7 if such indemnification were enforceable under
applicable law and (ii) no Xxxxx Family Party (or related indemnified party) shall be required to
contribute any amount in excess of the amount by which net the proceeds received by such Xxxxx
Family Party (net of
-23-
underwriting discounts borne by such Xxxxx Family Party) from the sale of Shares in the
offering that is the subject of the claim for contribution exceeds the amount of any damages which
such Xxxxx Family Party (or related indemnified party) would have been required to pay by reason of
the indemnity under this Section 7 if such indemnification was enforceable under applicable law.
If indemnification is available under this Section 7, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in Sections 7(a) and (b) without regard to the
relative fault of said indemnifying party or indemnified party or any other equitable consideration
provided for in this Section 7(e).
8. Participation in Underwritten Registrations. A Xxxxx Family Party may not
participate in any underwritten registration hereunder or under the Xxxxx Children Trusts
Registration Rights Agreement or otherwise unless such Xxxxx Family Party (a) agrees to sell the
Shares on the basis provided in any underwriting arrangements with customary terms and conditions
for a secondary offering approved by the persons entitled hereunder to approve such arrangements
and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements, provided that none of the foregoing shall in any way limit the obligations of the
Company under Section 7.
9. Miscellaneous.
(a) No Inconsistent Agreements. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights granted to the Xxxxx
Family Parties in this Agreement.
-24-
(b) Amendments. This 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.
(c) Successors and Assigns. This 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 Agreement may not be assigned by either
the Company or a Xxxxx Family Party without the prior written consent of the other party hereto;
provided that the Company agrees that all transferees of all or substantially all of the Shares
held by Xxxxx shall be accorded all of the registration rights of Xxxxx hereunder. The Company
shall assign its rights and obligations hereunder 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 Company, if such entity becomes the issuer of the securities then
owned by the Xxxxx Family Holders.
(d) Counterparts. This 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.
(e) Headings. The headings in this Agreement are for reference purposes only and
shall not constitute a part hereof.
(f) Construction. This 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.
-25-
(g) Notices. Any notice required or desired to be delivered hereunder shall be
(i) in writing, (ii) delivered by personal delivery, sent by commercial delivery
service or certified mail, return receipt requested, or by facsimile or electronic mail,
(iii) deemed to have been given on the date of personal delivery, the date set forth in the
records of the delivery service or return receipt, or in the case of facsimile or electronic mail,
upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such
other address as the party entitled to notice shall hereafter designate in accordance with the
terms hereof), with copies as designated on Schedule 1 hereto.
(h) Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, the remainder of this 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 Agreement.
(i) Entire Agreement. This 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 (including under the Holdings Registration
Rights Agreement), other than those set forth or referred to herein. This Agreement supersedes in
its entirety the Holdings Registration Rights Agreement and all prior agreements and understandings
between the parties with respect to such subject matter. Without limiting the foregoing, the
Holdings Registration Rights Agreement shall be of no further force or effect whatsoever.
-26-
(j) 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.
-27-
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
| CABLEVISION SYSTEMS CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President and
Chief Financial Officer |
|||
| XXXXXXX X. XXXXX | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Individually and as Trustee of the Xxxxxxx X. Xxxxx 2009 Revocable Trust, the Xxxxxxx X. Xxxxx 2008 Grantor Retained Annuity Trust #2, the Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1, the Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2, the Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #3 and the Xxxxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1 | ||||
| XXXXX X. XXXXX | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| Individually and as Trustee of the Xxxxx X. Xxxxx 2009 Revocable Trust, the Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1, the Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2 and the Xxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1 | ||||
| XXXXXXXX X. XXXXX | ||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| As Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts | ||||
| XXXXX X. XXXXX | ||||
| /s/ Xxxxx X. Xxxxx | ||||
| As Trustee of the Xxxxxxx X. Xxxxx 2009 Family Trusts | ||||
[Signature Page to the Registration Rights Agreement by and among Cablevision Systems Corporation and
the Xxxxx Family Affiliates]
the Xxxxx Family Affiliates]
| XXXXXXXX X. XXXXX | ||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| As Trustee of the Xxxx Xxxxx 1989 Trust, the Xxxxxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||||
| XXXXX FAMILY FOUNDATION |
||||
| By: | /s/ Xxxxxxxx Xxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx Xxxxx | |||
| Title: | Chairwoman | |||
| XXXXX CHILDREN’S FOUNDATION |
||||
| By: | /s/ Xxxxxxxx Xxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx Xxxxx | |||
| Title: | Chairwoman | |||
[Signature Page to the Registration Rights Agreement by and among Cablevision Systems Corporation and
the Xxxxx Family Affiliates]
the Xxxxx Family Affiliates]
ANNEX A
XXXXX FAMILY AFFILIATES
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx 2009 Revocable Trust
Xxxxxxx X. Xxxxx 2008 Grantor Retained Annuity Trust #2
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #3
Xxxxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1
Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1
Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2
Xxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxx Xxxxx 0000 Xxxxx
Xxxxxxx Xxxxx 0000 Trust
Xxxx Xxxxx 1989 Trust
Xxxxx Family Foundation
Xxxxx Children’s Foundation
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxx 2009 Revocable Trust
Xxxxx X. Xxxxx 2009 Revocable Trust
Xxxxxxx X. Xxxxx 2008 Grantor Retained Annuity Trust #2
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2
Xxxxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #3
Xxxxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1
Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #1
Xxxxx X. Xxxxx 2009 Grantor Retained Annuity Trust #2
Xxxxx X. Xxxxx 2010 Grantor Retained Annuity Trust #1
Xxxxxxx X. Xxxxx 2009 Family Trusts
Xxxx Xxxxx 0000 Xxxxx
Xxxxxxx Xxxxx 0000 Trust
Xxxx Xxxxx 1989 Trust
Xxxxx Family Foundation
Xxxxx Children’s Foundation
A-1
Annex B
Definitions
“Acceptable Marital Trust” means a marital trust the income of which is for the benefit of any
spouse of any descendant of Xxxxx and the principal of which (including all shares of Class B
Common Stock held by such trust) is for the sole benefit of any descendant of Xxxxx.
“Class A Common Stock” has the meaning ascribed thereto in the Recitals.
“Class B Common Stock” has the meaning ascribed thereto in the Recitals.
“Collateral Stock” means shares of Class B Common Stock that are the subject of a bona fide
pledge or similar perfected security interest.
“Commission” has the meaning ascribed thereto in Section 1(a) hereof.
“Common Equity Securities” means shares of any class of common stock, or any securities
convertible into or exchangeable or exercisable for shares of any class of common stock of the
Company.
“Company” has the meaning ascribed thereto in the Recitals.
“Creditor” means any financial institution approved by the Company, such approval not to be
unreasonably withheld.
“CSC Holdings” has the meaning ascribed thereto in the Recitals.
“Designated Registration” shall have the meaning ascribed thereto in Section 6 hereof.
“Xxxxx” means Xxxxxxx X. Xxxxx; such term does not include Xx. Xxxxx’x legal representatives
or his estate.
“Xxxxx Children Trusts Registration Rights Agreement” means the Registration Rights Agreement,
dated as of the date hereof, between the Company and the Xxxxxxx X. Xxxxx Children Trusts.
“Xxxxx Family Affiliates” has the meaning ascribed thereto in the Preamble hereof.
“Xxxxx Family Holders” means the Xxxxx Family Affiliates and any other Xxxxx Family Member who
or that is a transferee of shares of Class B Common Stock from a Xxxxx Family Affiliate or other
Xxxxx Family Member.
B-1
“Xxxxx Family Member” means Xxxxx, his spouse, any person related to Xxxxx by reason of being
his ancestor or descendent (natural or adopted), any Acceptable Marital Trust, any entity (whether
a corporation, partnership, limited liability company, trust or other entity of any kind) all of
the equity or beneficial interests in which are owned or held by any of the foregoing persons, or
any person (whether or not such person is one of the foregoing persons) who is a trustee for, or is
acting on behalf of, any of such foregoing persons. “Xxxxx Family Parties” means all Xxxxx Family
Holders and any Qualifying Creditor.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Holdings Registration Rights Agreement” has the meaning ascribed thereto in the Recitals.
“Inspectors” has the meaning ascribed thereto in Section 5(g) hereof.
“Losses” has the meaning ascribed thereto in Section 7(a) hereof.
“Market Price” has the meaning ascribed thereto in Section 1(d) hereof.
“Materiality Notice” has the meaning ascribed thereto in Section 1(c) hereof.
“Other Holders” has the meaning ascribed thereto in Section 2 hereof.
“Public Offering” has the meaning ascribed thereto in the Recitals.
“Qualifying Creditor” means a Creditor who has, at the written request of a Xxxxx Family
Holder, signed an instrument in form reasonably acceptable to the Company agreeing to be bound by
the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns Collateral Stock
shall be deemed to be the same person as the Qualifying Creditor for purposes of Section 1.
“Records” has the meaning ascribed thereto in Section 5(g) hereof.
“Registered Class A” has the meaning ascribed thereto in Section 5(b).
“Registration Expenses” has the meaning ascribed thereto in Section 6 hereof.
“Rule 144 Threshold” means the product of (a) the maximum number of shares of Class A Common
Stock of the Company that could be sold under Rule 144(e)(1) under the Securities Act (or any
successor rule or regulation) and (b) the applicable Market Price provided for in this Agreement.
“Securities Act” means the Securities Act of 1933, as amended.
B-2
“Shares” means (i) shares of Class A Common Stock and Class B Common Stock held on the date
hereof by any Xxxxx Family Holder, (ii) any shares of Class A Common Stock or Class B Common Stock
acquired by any Xxxxx Family Holder as a result of any stock split, stock dividend or other
recapitalization with respect to any shares of Class A Common Stock and Class B Common Stock held
on the date hereof by any Xxxxx Family Holder or acquired as provided in this clause (ii) and (iii)
shares of Class A Common Stock acquired upon conversion of Class B Common Stock held on the date
hereof by any Xxxxx Family Holder or acquired as provided in clause (ii).
“Suspension of Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof.
“Suspension of Filing” has the meaning ascribed thereto in Section 1(c) hereof.
“Suspension of Offering” has the meaning ascribed thereto in Section 1(c) hereof.
“Trading Day” has the meaning ascribed thereto in Section 1(d) hereof.
“Transfer” means a sale, transfer or other disposition.
B-3
