June , 2011
Exhibit 10.12
June , 2011
Rainbow Media Holdings LLC
00 Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
This Aircraft Management Agreement will confirm our understanding and agreement regarding the
provision of aircraft management services by CSC Transport, Inc. (“CSC”) to Rainbow Media Holdings
LLC (“Client”) with respect to the Cessna 501 aircraft, s/n 501-0038, N501JG (the “Aircraft”). CSC
acknowledges and agrees that Client leases the Aircraft from New York Aircam Corp. (“Aircam”)
pursuant to a Non-Exclusive Aircraft Dry Lease Agreement dated the date hereof (the “Lease”). The
management services to be provided by CSC to Client hereunder shall be furnished only in connection
with and in support of Client’s operation of the Aircraft exclusively for business purposes of
Client or its parent company or subsidiaries under its operational control during Lease Periods (as
defined in the Lease).
1. Management Services. CSC has agreed to provide management services to Aircam and
Xxxxxxx X. Xxxxx in support of their operation of the Aircraft upon the terms and subject to the
conditions set forth in an Aircraft Management Agreement dated as of July 8, 2010 (the “Aircam
Agreement”). CSC hereby agrees to provide the aircraft scheduling services set forth in Section
5.1 of the Aircam Agreement to Client in the same manner and to the same extent as though Client
were the “Client” thereunder, and to perform for Client the regulatory and record-keeping functions
which CSC is required to perform for Aircam under the Non-Exclusive Aircraft Dry Lease Agreement
between Aircam and CSC.
2. Term. The term of this Agreement (the “Term”) shall commence on the effective date
of the contemplated “spin-off” of AMC Networks Inc., the parent company of Client, as a separate
public company (and shall not become effective if such spin-off does not occur in 2011). Unless
sooner terminated in accordance with the provisions hereof, the Term shall be coterminous with the
term of the Aircam Agreement, as such term may be extended from time to time. Notwithstanding the
foregoing, either party shall have the right to terminate this Agreement at any time for any reason
or for no reason upon 30 days’ prior written notice to the other party.
3. Expenses. Client’s obligation to pay any expenses with respect to the Aircraft is
strictly limited to the management fee referred to below and the following operating expenses
relating to its use of the Aircraft under the Lease and this Agreement: (a) fuel, oil, lubricants
and other additives; (b) travel expenses of crew, including food, lodging and ground
transportation; (c) hangar and tie-down costs away from the
Aircraft’s base of operation; (d) additional insurance obtained for the specific flight at the
request of Client; (e) landing fees, airport taxes and similar assessments; (f) customs, foreign
permit and similar fees directly related to the flight; (g) in-flight food and beverages; (h)
passenger ground transportation; (i) flight planning and weather contract services; and (j) flight
crew to the extent provided by independent contractors rather than by CSC. CSC shall pay all such
operating expenses and invoice them to Client monthly. Client shall pay such invoices promptly
after receipt.
4. Management Fee. The management fee shall be $100 per month for each month during
the Term, and shall be paid by Client promptly after receipt of an invoice from CSC.
5. Insurance. CSC shall, at no expense to Client, cause Client and its parent,
subsidiaries and affiliates and their respective officers, directors, partners, employees,
shareholders, managers and members to be included as additional insureds on all insurance policies
maintained by CSC with respect to the Aircraft and the performance or failure to perform the
aircraft management services set forth in Paragraph 1 above. From time to time during the Term,
CSC shall, upon the request of Client, cause its insurer to provide Client with certificates of
insurance or other evidence reasonably satisfactory to Client that the insurance coverage required
to be furnished by CSC hereunder is in effect.
6. Cross Indemnities. The provisions of Section 9.5 and 9.6 of the Aircam Agreement
are incorporated herein by this reference, but shall be applied only to CSC’s performance or
failure to perform the aircraft management services set forth in Paragraph 1 above and the use by
Client of the Aircraft under the Lease and this Agreement.
7. Addresses for Notices.
To Client:
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To CSC: | |||
Rainbow Media Holdings LLC
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CSC Transport, Inc. | |||
00 Xxxx Xxxxx
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0000 Xxxxxxxx Xxxxxxx, Xxxxxx 5 | |||
New York, New York 10001
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Xxxxxxxxxxx, Xxx Xxxx 00000 | |||
Attention: Xxxx Xxxxxxxx, CCO
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Attention: Xxxxxx Xxxxxxxx | |||
Telephone: (000) 000-0000
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Telephone: (000) 000-0000 | |||
Fax: (000) 000-0000
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Fax: (000) 000-0000 | |||
E-mail: xxxxxxxxx0@xxxxxxx-xxxxx.xxx
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E-mail: xxxxxxxx@xxxxxxxxxxx.xxx | |||
and
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and | |||
Rainbow Media Holdings LLC
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Cablevision Systems Corporation | |||
11 Penn Plaza
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0000 Xxxxxxx Xxxxxx | |||
Xxx Xxxx, Xxx Xxxx 00000
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Xxxxxxxx, Xxx Xxxx 00000 | |||
Attn: Xxxxx Xxxxxxxxx, EVP and GC
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Attn: Xxxxx Xxxxx, General Counsel | |||
Telephone: (000) 000-0000
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Telephone: (000) 000-0000 | |||
Fax: (000) 000-0000
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Fax: (000) 000-0000 | |||
E-mail: xxxxxxxxxx@xxxxxxx-xxxxx.xxx
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E-mail: xxxxxx@xxxxxxxxxxx.xxx |
8. No Partnership or Joint Venture. Nothing contained in this Agreement will in any
way create any partnership or joint venture relationship between CSC and Client or be construed as
evidence of the intention of the parties to constitute such.
Please acknowledge your agreement to the foregoing terms and conditions by executing a
counterpart copy of this agreement and returning it to us at your earliest convenience.
Sincerely yours, CSC TRANSPORT, INC. |
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Title: | ||||||||
Date: | ||||||||
ACKNOWLEDGED AND AGREED: RAINBOW MEDIA HOLDINGS LLC |
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