Exhibit 2
--------------------------------------------------------------------------------
REGISTRATION RIGHTS AGREEMENT
BETWEEN
CABLEVISION SYSTEMS CORPORATION
AND
CSC HOLDINGS COMPANY
--------------------------------------------------------------------------------
Exhibit 2
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement") dated as of
January 27, 1986 between Cablevision Systems Corporation, a Delaware corporation
(the "Company"), and CSC Holdings Company, a New York general partnership ("CSC
Holdings").
WITNESSETH:
WHEREAS, in connection with a reorganization involving the
Company, Cablevision Company, a New York limited partnership, and Cablevision
Program Services Company, a New York limited partnership, the Company desires to
grant to CSC Holdings certain registration rights with respect to its holdings
of Class A Common Stock, par value $.01 per share, of the Company (the "Class A
Common Stock") acquired either prior to the initial public offering of the Class
A Common Stock (the "Public Offering") or upon the conversion of its holdings of
Class B Common Stock, par value $.01 per share, of the Company acquired prior to
the Public Offering (the "Shares"); and
WHEREAS, the parties hereto desire to set forth the terms and
conditions of the Company's covenants and agreements in respect of the
registration of the Shares with the Securities and Exchange Commission (the
"Commission") and all applicable state securities agencies.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereby agree as follows:
1. Demand Registration by CSC Holdings and Xxxxx Family
Affiliates of the Shares.
(a) At any time or from time to time commencing
180 days following the effective date of the Public Offering of the Class A
Common Stock, upon
the request in writing (i) of CSC Holdings or (ii) if any of the Shares are
distributed by CSC Holdings to Xxxxxxx X. Xxxxx ("Xxxxx"), his spouse, any
person related to Xxxxx by reason of being his ancestor or descendant (natural
or adopted) or any person who is a trustee for, or is acting on behalf of, any
of such persons (a "Xxxxx Family Affiliate"), of one or more Xxxxx Family
Affiliates, the Company will file a registration statement on an appropriate
form for the general registration of securities under the Securities Act of
1933, as amended (the "Securities Act"), and include therein such number of the
Shares owned by CSC Holdings or such Xxxxx Family Affiliates, as the case may
be, as CSC Holdings or such Xxxxx Family Affiliates, as the case may be, shall
so request; provided, however, that (i) the Company shall not be required to
file a registration statement pursuant to this Section 1 if the Shares requested
to be so registered by CSC Holdings or such Xxxxx Family Affiliates, as the case
may be, do not have an aggregate Market Price (as defined below) of at least
$3,000,000 on the Trading Day (as defined below) immediately preceding, the date
on which such request for registration is received by the Company and (ii) after
the death of both Xxxxx and his spouse, CSC Holdings or the Xxxxx Family
Affiliates, as the case may be, shall have the right on only one occasion to
require the Company to file a registration statement pursuant to this Section 1.
The Company will use its best efforts to ensure that each such registration
statement filed pursuant hereto shall be declared effective by the Commission no
later than sixty days following the receipt of such request for registration and
to maintain the effectiveness of such registration statement until the
distribution contemplated by CSC Holdings or the Xxxxx Family Affiliates, as the
case may be, thereunder has been completed, provided, however, the Company shall
not be required to maintain such effectiveness for more than six months if the
Company is not at such time eligible to use Form S-3 or any successor form
thereto. Anything in this Section 1 to the contrary notwithstanding, if the
Company at the time of receipt of CSC Holdings or the Xxxxx Family Affiliates'
request, as the case may be, for registration pursuant to this Section 1 has a
bona fide intent and plan to file a registration statement (other than on Form
S-8 or any successor form) covering a primary offering by the Company of common
stock, or securities convertible into common stock,
-3-
the Company may delay the filing of the requested registration statement for a
period ending the earlier of (i) sixty (60) days after the closing of such
offering or (ii) one hundred twenty (120) days after receipt of CSC Holdings' or
the Xxxxx Family Affiliates' request, as the case may be; and, provided,
further, if the Company either abandons its plan to file such registration
statement or does not file the same within sixty (60) days after receipt of CSC
Holdings' or the Xxxxx Family Affiliates' request, as the case may be, the
Company shall promptly thereafter file the registration statement requested by
CSC Holdings or the Xxxxx Family Affiliates, as the case may be. 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.
(b) For purposes of Sections 1 and 2:
(i) "Market Price" of a share of Class A Common
Stock for any Trading Day shall mean (x) the last
reported sale price for the Class A Common Stock on
such Trading Day as published by the National
Association of Securities Dealers Automated Quotation
System ("NASDAQ") (or, if such price is not so
published by NASDAQ, the average of the closing bid
and asked prices for the Class A Common Stock on such
Trading Day, as furnished by any New York Stock
Exchange member firm selected from time to time by
the Company for such purpose), or (y) if the Class A
Common Stock is then listed or admitted to trading on
a national securities exchange, the closing price for
the Class A Common Stock on such Trading Day as
reported in the consolidated transaction reporting
system for securities listed or traded on such
exchange.
(ii) "Trading Day" shall mean any day on which
trading takes place (x) in the over-the-counter
market and prices reflecting such trading are
published by NASDAQ or (y) if
-4-
the Class A Common Stock is then listed or admitted
to trading on a national securities exchange, on the
principal national securities exchange on which the
Class A Common Stock is then listed or admitted to
trading.
2. Demand Registration by Tatta Family Affiliates of the
Shares.
If any of the Shares have been distributed by CSC
Holdings to the Tatta Family Group, a New York limited partnership, Xxxx Xxxxx,
his spouse, any person related to Xx. Xxxxx, whether by reason of being his
ancestor, descendant, sibling or otherwise, the spouse or issue, natural or
adopted, of any of the foregoing, or any person who is a trustee for, or is
acting on behalf of, any of such persons (a "Tatta Family Affiliate"), one or
more Tatta Family Affiliates may request in writing (i) on or about 33 months
following the closing date of the Public Offering, (ii) on or about 57 months
following the closing date of the Public Offering and (iii) on any other dates
with (x) the written consent of Xxxxx, (y) if Xxxxx is deceased, the written
consent of his widow or (z) if both Xxxxx and his wife are deceased, the written
consent of the representative of the estate of the survivor of Xxxxx and his
spouse, 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 Tatta Family Affiliates as such
Tatta Family Affiliates shall so request; provided however, that (i) the Company
shall not be required to file a registration statement pursuant to this Section
2 if the Shares requested to be so registered by such Tatta Family Affiliates do
not have an aggregate Market Price of at least $3,000,000 on the Trading Day
immediately preceding the date on which such request for registration is
received by the Company and (ii) after the death of both Xxxxx and his spouse,
the Tatta Family Affiliates shall have the right on only one occasion to require
the Company to file a registration statement pursuant to this Section 2. The
Company shall use its best efforts to ensure that each such registration
statement filed pursuant hereto shall be declared
-5-
effective by the Commission no later than sixty days following the receipt by
the Company of such request for registration and to maintain the effectiveness
of such registration statement until the distribution contemplated by the Tatta
Family Affiliates thereunder has been completed, provided, however, the Company
shall not be required to maintain such effectiveness for more than six months if
the Company is not at such time eligible to use Form S-3 or any successor form
thereto. Anything in this Section 2 to the contrary notwithstanding, if the
Company at the time of receipt of the Tatta Family Affiliates' request for
registration pursuant to this Section 2 has a bona fide intent and plan to file
a registration statement (other than on Form S-8 or any successor form) covering
a primary offering by the Company of common stock, or securities convertible
into common stock, the Company may delay the filing of the requested
registration statement for a period ending the earlier of (i) sixty (60) days
after the closing of such offering or (ii) one hundred twenty (120) days after
receipt of the Tatta Family Affiliates' request; and, provided, further, if the
Company either abandons its plan to file such registration statement or does not
file the same within sixty (60) days after receipt of the Tatta Family
Affiliates' request, the Company shall promptly thereafter file the registration
statement requested by the Tatta Family Affiliates. 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.
3. Right of CSCo and the CSCo Beneficiaries to
Piggyback.
CSC Holdings hereby acknowledges and consents to the
grant by the Company to Cablevision Systems Company, an Illinois general
partnership ("CSCo"), and the CSCo Beneficiaries (as defined in the Registration
Rights Agreement of even date herewith between the Company and CSCo (the "CSCo
Registration Rights Agreement")) in the CSCo Registration Rights Agreement of
the right (in accordance with the terms set forth in the CSCo Registration
Rights Agreement) of CSCo and the CSCo Beneficiaries to include certain of their
respective shares of Class A Common
-6-
Stock in certain registration statements filed pursuant hereto. CSC Holdings
further acknowledges and agrees that if any offering hereunder is to be
underwritten and if the managing underwriter or underwriters of such offering
informs CSC Holdings that the number of shares of Class A Common Stock which CSC
Holdings and CSCo or the CSCo Beneficiaries, as the case may be, intend to
include in such offering is sufficiently large so as to affect the success of
such offering materially and adversely, then the respective number of shares of
Class A Common Stock to be offered for the account of CSC Holdings and CSCo or
the CSCo Beneficiaries, as the case may be, 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 CSCo and
the CSCo Beneficiaries, 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.
4. 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 CSCo or
the CSCo Beneficiaries, as the case may be, of their respective holdings of
Class A Common Stock pursuant to the CSCo Registration Rights Agreement, (b) by
any other security holder of any class of security of the Company or (c) by the
Company for its own account of any class of security (other than a registration
statement on Form X-0, X-0, X-00 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 CSC Holdings or, if the Shares have been distributed by
CSC Holdings to the Xxxxx Family Affiliates and the Tatta Family Affiliates, to
the Xxxxx Family Affiliates and the Tatta Family Affiliates, at least twenty
days before the anticipated filing date which shall state whether such
registration will be in connection with an
-7-
underwritten offering and offer CSC Holdings or the Xxxxx Family Affiliates and
the Tatta Family Affiliates, if, in the case of the Tatta Family Affiliates, as
long as Xxxxx or his spouse is alive, the Tatta Family Affiliates receive (x)
the written consent of Xxxxx or (y) if Xxxxx is deceased, the written consent of
his widow, the opportunity to include in such registration statement such number
of the Shares as CSC Holdings or the Xxxxx Family Affiliates and the Tatta
Family Affiliates, as the case may be, may request within three days prior to
the anticipated filing date. If the anticipated filing date is deferred by more
than five days, the Company shall promptly give written notice of such new
filing date to CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family
Affiliates, as the case may be, which notice shall offer CSC Holdings or the
Xxxxx Family Affiliates and the Tatta Family Affiliates (subject to any
necessary consent set forth in clauses (x) or (y) of the preceding sentence), as
the case may be, the opportunity to increase or decrease the number of the
Shares that CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family
Affiliates, as the case may be, previously requested to be included in such
registration statement as CSC Holdings or the Xxxxx Family Affiliates and the
Tatta Family Affiliates, as the case may be, may request within two days prior
to the new filing date. The Company shall use its best efforts to cause the
managing underwriter or underwriters of a proposed underwritten offering to
permit CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family
Affiliates, as the case may be, to be included in the registration for such
offering and to include such number of the Shares in such offering on the same
terms and conditions as the securities included in such offering. If such
proposed offering is to be underwritten, then upon request by the managing
underwriter or underwriters given to CSC Holdings or the Xxxxx Family Affiliates
and the Tatta Family Affiliates, as the case may be, prior to the effective date
of the offering, CSC Holdings or the Xxxxx Family Affiliates and the Tatta
Family Affiliates, as the case may be, shall either enter into underwriting
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 CSC Holdings or the Xxxxx Family Affiliates and the Tatta
Family Affiliates, as the case may be, in such offering on such
-8-
terms and conditions or, if CSC Holdings or the Xxxxx Family Affiliates and the
Tatta Family Affiliates, as the case may be, 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. Notwithstanding the foregoing, if the
managing underwriter or underwriters of such offering informs CSC Holdings or
the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be,
that the number of the Shares which CSC Holdings or the Xxxxx Family Affiliates
and the Tatta Family Affiliates, as the case may be, and of the shares of Class
A Common Stock which CSCo or the CSCo Beneficiaries, as the case may be, intend
to include in such offering is sufficiently large so as to affect the success of
such offering materially and adversely, then the respective number of the Shares
to be offered for the account of CSC Holdings or the Xxxxx Family Affiliates and
the Tatta Family Affiliates, as the case may be, and the shares of Class A
Common Stock to be offered for the account of CSCo or the CSCo Beneficiaries, as
the case may be, 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.
5. Holdback Agreements.
(a) Restrictions on Public Sale by CSC Holdings.
To the extent not inconsistent with applicable law, CSC Holdings agrees not to
offer publicly or effect any public sale or distribution of shares of any class
of common stock of the Company or any securities convertible into or
exchangeable or exercisable for shares of any class of common stock of the
Company, including a sale pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act, 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 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
-9-
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) not to offer publicly or effect any public
sale or distribution of shares of any class of common stock, or any securities
convertible into or exchangeable or exercisable for shares of any class of
common stock (other than any such sale or distribution of such securities in
connection with any merger or consolidation by the Company or any subsidiary or
the acquisition by the Company or a subsidiary of the capital stock or
substantially all of the assets of any other person), during the seven days
prior to, and during the 90-day period beginning on, the effective date of any
registration statement filed pursuant hereto 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 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 similar provision
then in force) under the Securities Act (except as part of any such
registration, if permitted).
6. Registration Procedures.
In connection with any registration of the Shares
owned by CSC Holdings contemplated hereby, the Company will as expeditiously as
possible:
(a) furnish to CSC Holdings, 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 CSC
Holdings may reasonably request from time to time in order to facilitate the
disposition of the Shares owned by CSC Holdings.
-10-
(b) use its 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 CSC
Holdings reasonably requests and do any and all other acts and things which may
be reasonably necessary or advisable to enable CSC Holdings 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 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 CSC Holdings to consummate the disposition of such Registered
Class A;
(d) notify CSC Holdings at any time 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 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 the Company will 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) cause all such Registered Class A to be
listed on NASDAQ or on each national securities exchange on which the Class A
Common Stock is then listed, provided that the applicable listing requirements
are satisfied;
(f) enter into customary agreements (including
an underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registered Class A;
-11-
(g) make available for inspection by CSC
Holdings, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
CSC Holdings or such underwriter (collectively, the "Inspectors"), all financial
and other records, pertinent 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. CSC Holdings shall use reasonable efforts, prior to any
such disclosure by any such Inspector, to inform the Company that such
disclosure is necessary to avoid or correct a misstatement or omission in the
registration statement. CSC Holdings further agrees that it will, upon learning
that disclosure of such 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;
(h) in the event such sale is pursuant to an
underwritten offering, use its best efforts to (i) obtain a cold comfort letter
from the independent public accountants for the Company in customary form and
covering such matters of the type customarily covered by cold comfort letters as
CSC Holdings 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 CSC Holdings, (8) the conditions to
closing in said underwriting agreement shall be reasonably satisfactory to CSC
Holdings and (C) each cold comfort letter and opinion of counsel contemplated by
-12-
said underwriting agreement is delivered to CSC Holdings on the closing date of
the offering; and
(i) otherwise use its 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 CSC Holdings to furnish to the Company
such information regarding CSC Holdings 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.
CSC Holdings agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 6(d)
hereof, CSC Holdings will forthwith discontinue disposition of the Registered
Class A pursuant to the registration statement covering such Registered Class A
until CSC Holdings receives the copies of the supplemented or amended prospectus
contemplated by Section 6(d) hereof, and, if so directed by the Company, CSC
Holdings will deliver to the Company (at the expense of the Company) all copies,
other than permanent file copies then in CSC Holdings' possession, of the
prospectus covering such Registered Class A current at the time of receipt of
such notice.
7. Registration Expenses.
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 NASDAQ or on each
national
-13-
securities exchange on which the 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 "cold comfort"
letters required by or incident to such performance), securities acts liability
insurance (if the Company elects to obtain such insurance), the reasonable fees
and expenses of any special experts retained by the Company in connection with
such registration and the fees and expenses of other persons retained by the
Company (all such expenses being herein called "Registration Expenses"), will be
borne by the Company. The Company will not have any responsibility for any of
the expenses of CSC Holdings 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 travel
costs of counsel for CSC Holdings.
8. Indemnification; Contribution.
(a) Indemnification by the Company. The Company
agrees to indemnify, to the full extent permitted by law, CSC Holdings, its
partners and any officers, directors and shareholders of such partners, each
person who controls such partners (within the meaning of the Securities Act),
and any investment adviser thereof against all losses, claims, damages,
liabilities and expenses (including attorneys' fees) caused by any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus 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, except
insofar as the same are caused by or contained in any information with respect
to CSC Holdings furnished in writing to the Company by CSC Holdings expressly
for use therein. 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
-14-
meaning of the Securities Act) to the same extent as provided above with respect
to the indemnification of CSC Holdings.
(b) Indemnification by CSC Holdings. In
connection with any registration statement contemplated hereby, CSC Holdings
will furnish to the Company in writing such information with respect to CSC
Holdings as the Company reasonably requests for use in connection with any such
registration statement, prospectus or preliminary prospectus and agrees to
indemnify, to the extent permitted by law, the Company, its directors and
officers and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of a material fact contained in
any such registration statement, prospectus or preliminary prospectus 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, but only to the extent, that such untrue statement or
omission is contained in any information with respect to CSC Holdings so
furnished in writing by CSC Holdings.
(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 and, 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, 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 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
-15-
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels. The indemnifying party will
not be subject to any liability for any settlement made without its consent.
(d) Contribution. If the indemnification
provided for in this Section 8 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to therein, 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, claims,
damages, liabilities or expenses 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 in such losses, claims, damages,
liabilities or expenses, 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. 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 8(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 8(d) 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.
-16-
If indemnification is available under this Section 8, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 8(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 8(d).
9. Participation in Underwritten Registrations.
CSC Holdings may not participate in any underwritten
registration hereunder or under the CSCo Registration Rights Agreement or
otherwise unless CSC Holdings (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.
10. 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 CSC Holdings in this Agreement.
(b) Amendments. This Agreement may not be
amended, modified or altered except by writing duly signed by all the parties
hereto.
(c) Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the Company, CSC Holdings, the Xxxxx
Family Affiliates and the Tatta Family Affiliates and the respective successors
and permitted assigns of the Company, CSC Holdings, the Xxxxx Family Affiliates
and the Tatta Family Affiliates. This Agreement may not be assigned by either
the Company or CSC Holdings without the prior written consent of the other party
hereto; provided, however, that the
-17-
Company agrees that all transferees of all or substantially all the Shares held
by Xxxxx shall be accorded all of the registration rights of Xxxxx hereunder.
(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.
(g) 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:
Cablevision Systems Corporation
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: General Counsel
To CSC Holdings:
CSC Holdings Company
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxxx X. Xxxxx
provided, however, that any notice of change of address shall be effective only
upon receipt.
(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
-18-
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 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 all prior agreements and
understandings between the parties with respect to such subject matter.
(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.
-19-
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. Xxxx
---------------------------------------
Title:
CSC HOLDINGS COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
General Partner
By: /s/ Xxxx Xxxxx
-----------------------------
Xxxx Xxxxx
General Partner
-20-
