EXHIBIT 99.2
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
9-1/4% Senior Subordinated Notes
due 2005
PURCHASE AGREEMENT
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Dated: November 2, 1995
CABLEVISION SYSTEMS CORPORATION
(a Delaware corporation)
9-1/4% Senior Subordinated Notes
due 2005
PURCHASE AGREEMENT
------------------
November 2, 1995
To the Underwriters named in Schedule I
Ladies and Gentlemen:
Cablevision Systems Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I certain of
its debt securities specified in Schedule II (the "Offered Securities") on the
terms and conditions stated herein and in Schedule II. The Offered Securities
will be issued pursuant to an indenture to be dated as of November 1, 1995 (the
"Subordinated Indenture") between the Company and The Bank of New York, as
trustee (the "Subordinated Trustee"). As used herein, unless the context
otherwise requires, the term "Underwriters" shall mean the firms named as
Underwriters in Schedule I, and the term "you" shall mean the Underwriters. The
Offered Securities and the Subordinated Indenture are more fully described in
the Prospectus and the Prospectus Supplement referred to below.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Registration No. 33-62313),
including a prospectus, relating to certain of its securities (including the
Offered Securities) and the offering thereof from time to time in accordance
with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act").
Such registration statement has been declared effective by the Commission. As
provided in Section 3(a), a prospectus supplement reflecting the terms of the
Offered Securities, the terms of the offering thereof and the other matters set
forth therein has been prepared and will be filed pursuant to Rule 424 under the
1933 Act. Such prospectus supplement, in the form first filed after the date
hereof pursuant to Rule 424(b), is herein referred to as the "Prospectus
Supplement". Such registration statement, as amended at the date hereof,
including the exhibits thereto and the documents
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incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, is herein called the "Registration Statement", and the basic prospectus
included therein relating to all offerings of securities under the Registration
Statement, as supplemented by the Prospectus Supplement, is herein called the
"Prospectus", except that, if such basic prospectus is amended or supplemented
on or prior to the date on which the Prospectus Supplement is first filed
pursuant to Rule 424, the term "Prospectus" shall refer to the basic prospectus
as so amended or supplemented and as supplemented by the Prospectus Supplement,
in either case including the documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
that are incorporated by reference therein pursuant to Item 12 of Form S-3 under
the 1933 Act.
Section 1. Representations and Warranties. (a) The Company represents
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and warrants to and agrees with each of the Underwriters that:
(i) The Company meets the requirements for use of Form S-3 under the
1933 Act and on the original effective date of the Registration Statement
and on the effective date of the most recent post-effective amendment
thereto, if any, the Registration Statement complied in all material
respects with the requirements of the 1933 Act and the rules and
regulations of the Commission thereunder (the "1933 Act Regulations"), the
Trust Indenture Act of 1939, as amended (the "1939 Act") and the rules and
regulations of the Commission under the 1939 Act (the "1939 Act
Regulations") and did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; on the date hereof and at the
Closing Time (as defined below), (A) the Registration Statement and any
amendments and supplements thereto, comply and will comply in all material
respects with the requirements of the 1933 Act, the 1933 Act Regulations,
the 1939 Act and the 1939 Act Regulations, (B) neither the Registration
Statement nor any amendment or supplement thereto includes or will include
an untrue statement of a material fact or omits or will omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (C) neither the Prospectus nor any
amendment or supplement thereto includes or will include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this
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representation and warranty does not apply to statements or omissions made
in reliance upon and in conformity with information furnished in writing by
you to the Company expressly for use in the Registration Statement or the
Prospectus. At the Closing Time, the Designated Indenture (as defined
below) will comply in all material respects with the requirements of the
1939 Act and the 1939 Act Regulations.
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(ii) The documents incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3 under the 1933 Act, at the time they were
filed with the Commission, complied in all material respects with the
requirements of the 1934 Act, and the rules and regulations of the
Commission thereunder (the "1934 Act Regulations"), and, when read together
and with the other information in the Prospectus, do not and will not, on
the date hereof and at all times subsequent thereto up to the Closing Time,
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(iii) KPMG Peat Marwick LLP, who are reporting upon the audited
financial statements and schedules included or incorporated by reference in
the Registration Statement, are independent accountants as required by the
1933 Act and the 1933 Act Regulations.
(iv) This Agreement has been duly authorized, executed and delivered
by the Company.
(v) The consolidated historical financial statements included or
incorporated by reference in the Registration Statement present fairly the
consolidated financial position of the Company and its subsidiaries as of
the dates indicated and the consolidated results of operations and changes
in financial position of the Company and its subsidiaries for the periods
specified. Such financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. The financial statement schedules, if
any, included in the Registration Statement present fairly the information
required to be stated therein. The selected financial data included in the
Prospectus present fairly the information shown therein and have been
compiled on a basis consistent with that of the audited consolidated
financial statements included or incorporated by reference in the
Registration Statement. The pro forma financial statements and other pro
forma financial information included in the Prospectus present fairly the
information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial
statements, have been properly compiled on the pro forma bases described
therein, and, in the opinion of the Company, the assumptions used in the
preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions or circumstances referred to
therein.
(vi) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with power and
authority (corporate and other) under such laws to own, lease and operate
its properties and
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conduct its business as described in the Prospectus; and the Company is
duly qualified to transact business as a foreign corporation and is in good
standing in each other jurisdiction in which it owns or leases property of
a nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to so
qualify or be in good standing would not have a material adverse effect on
the Company and its subsidiaries, considered as one enterprise.
(vii) The subsidiaries of the Company set forth on Schedule V are, as
of the date hereof, all of the "Restricted Subsidiaries", as such term is
defined under each of (a) the indenture, dated as of April 1, 1992, for
the Company's 10-3/4% Senior Subordinated Debentures due 2004, (b) the
indenture, dated as of February 15, 1993, for the Company's 9-7/8% Senior
Subordinated Debentures due 2013 and (c) the indenture, dated as of April
1, 1993, for the Company's 9-7/8% Senior Subordinated Debentures due 2023;
and the Bank Credit Agreement (as such term is defined in the Designated
Indenture). The subsidiaries of the Company set forth on Schedule VI are
Unrestricted Subsidiaries (the Restricted Subsidiaries and the Unrestricted
Subsidiaries are hereinafter referred to collectively as the
"Subsidiaries"). The Subsidiaries on Schedules V and VI with an asterisk
by their names are the only subsidiaries of the Company which had at
December 31, 1994 assets in excess of 10% of the consolidated assets of the
Company and its subsidiaries as at that date or had, in the aggregate, for
the fiscal year then ended revenues or operating cash flow in excess of 10%
of consolidated revenues or consolidated operating cash flow of the Company
and its subsidiaries for such period (such Subsidiaries are referred to
herein as the "Material Subsidiaries"). In making this determination, any
subsidiary acquired after December 31, 1994 shall be deemed to have been
acquired as of such date.
(viii) Each Material Subsidiary that is a corporation is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation with power and authority (corporate and
other) under such laws to own, lease and operate its properties and conduct
its business; and each such Material Subsidiary is duly qualified to
transact business as a foreign corporation and is in good standing in each
other jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification necessary,
except to the extent that the failure to so qualify or be in good standing
would not have a material adverse effect on the Company and its
subsidiaries, considered as one enterprise. All of the outstanding shares
of capital stock of each Material Subsidiary have been duly authorized and
validly issued and are fully paid and non-assessable and, except as
disclosed on Schedule V or VI to this Agreement or as disclosed or
contemplated by the Prospectus, are owned by the Company, directly or
through one or more subsidiaries, free and clear of any pledge, lien,
security interest, charge, claim, equity or encumbrance of any kind.
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(ix) Each of the Material Subsidiaries in which the Company or a
subsidiary of the Company is a limited or general partner (hereinafter
called the "Partnerships") has been duly formed and is validly existing as
a limited or general partnership, as the case may be, under the laws of its
jurisdiction of organization, with full power and authority to own, lease
and operate properties and conduct its business; all necessary filings with
respect to the formation of the Partnerships as limited or general
partnerships (as the case may be) have been made under such laws; and each
of the Partnerships is duly qualified to transact business and is in good
standing in each other jurisdiction in which it owns or leases property of
a nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to so
qualify or be in good standing would not have a material adverse effect on
the Company and its subsidiaries, considered as one enterprise.
(x) All of the outstanding shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-
assessable; none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive rights of any stockholder of the
Company.
(xi) The Subordinated Indenture, as supplemented to the date hereof
(the Subordinated Indenture, as so supplemented, the "Designated
Indenture"), has been duly authorized by the Company. The Subordinated
Indenture as executed is or will be substantially in the form filed as an
exhibit to the Registration Statement. The Designated Indenture, when duly
executed and delivered (to the extent required by the Subordinated
Indenture) by the Company and the Subordinated Trustee, will constitute a
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law); and the form of Designated Indenture
conforms in all material respects to the description thereof contained in
the Prospectus.
(xii) The Offered Securities have been duly authorized by the
Company. When executed, authenticated, issued and delivered in the manner
provided for in the Designated Indenture and sold and paid for as provided
herein and in any Delayed Delivery Contracts (as defined below), the
Offered Securities will constitute valid and binding obligations of the
Company entitled to the benefits of the Designated Indenture and
enforceable against the Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and general principles of equity (regardless of whether enforcement
is considered in a
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proceeding in equity or at law); and the form of Offered Securities
conforms in all material respects to the description thereof contained in
the Prospectus.
(xiii) In the event that any of the Offered Securities are purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized by the Company and, when executed and
delivered on behalf of the Company and duly authorized, executed and
delivered on behalf of the purchaser thereunder, will constitute a valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).
(xiv) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise stated
therein or contemplated thereby, there has not been (A) any material loss
or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree and there has not been any
change in the capital stock or long term debt of the Company or any of its
Subsidiaries or any change which the Company has reasonable cause to
believe will involve any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as one enterprise, or (B) any
transaction entered into by the Company or any subsidiary, other than in
the ordinary course of business, that is material to the Company and its
subsidiaries, considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.
(xv) Neither the Company nor any Subsidiary is in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which it is a party or by
which it may be bound or to which any of its properties may be subject,
except for such defaults that would not have a material adverse effect on
the financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as one enterprise. The
execution and delivery by the Company of this Agreement, the Designated
Indenture and any Delayed Delivery Contracts (the "Operative Documents"),
the issuance and delivery of the Offered Securities, the consummation by
the Company of the transactions contemplated by this Agreement and the
compliance by the Company with the terms of the Operative Documents, have
been duly authorized by all necessary corporate action on the part of the
Company and do not and will not result in any violation of the charter or
by-laws of the Company or any Subsidiary, and do
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not and will not conflict with, or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any Subsidiary under (A) any contract, indenture,
mortgage, loan agreement, note, lease or other agreement or instrument to
which the Company or any Subsidiary is a party or by which it may be bound
or to which any of its properties may be subject (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
would not have a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as one enterprise), or (B) any existing applicable
law, rule, regulation, judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Subsidiary or any of its properties
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse effect on the financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, considered as one enterprise), or (C) any material
agreement or other material instrument (including any franchise agreement,
license, permit or other governmental authorization granted by the Federal
Communications Commission (hereinafter called the "FCC"), The New York
State Commission on Cable Television, the Massachusetts Cable Television
Commission or any other governing body having jurisdiction over cable
television operations) binding upon the Company or any of its Subsidiaries
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse effect on the financial
position, stockholders' equity or results of operations of the Company and
its subsidiaries, considered as one enterprise).
(xvi) The statements in the Prospectus under "Risk Factors",
"Description of Debt Securities", "Description of the Notes" and "Recent
Developments- Impact of Pending Telecommunications Legislation on FCC Cable
Rate Regulation" and the statements in the Company's annual report on Form
10-K for the year ended December 31, 1994 (the "1994 Form 10-K"), which is
incorporated by reference in the Prospectus, under "Business - Cable
Television Operations - Competition" and "Business - Cable Television
Operations - Regulation" and in the Registration Statement in Item 15, and
the statements cross referenced therein, insofar as such statements
constitute a summary of the legal matters, documents or proceedings
referred to therein, with respect to such legal matters, documents and
proceedings, do not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.
(xvii) Except as disclosed in the Prospectus, no authorization,
approval, consent or license of any government, governmental
instrumentality or court,
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domestic or foreign (other than under the 1933 Act, the 1939 Act and the
securities or blue sky laws of the various states), is required for the
valid authorization, issuance, sale and delivery of the Offered Securities
in the United States, or for the execution, delivery or performance of the
Designated Indenture and this Agreement by the Company except for any such
consent, approval, authorization, order or registration the failure of
which to obtain or make or the absence of which would result in no material
adverse effect on the Company and its subsidiaries, considered as one
enterprise.
(xviii) Except as disclosed in the Prospectus, there is no action,
suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the best
of the Company's knowledge, threatened against or affecting the Company or
any Subsidiary that is required to be disclosed in the Prospectus or that
the Company has reasonable cause to believe will result in any material
adverse change in the consolidated financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, considered as
one enterprise or will materially and adversely affect the properties or
assets of the Company and its subsidiaries, considered as one enterprise,
or that the Company has reasonable cause to believe will materially
adversely affect the consummation of the transactions contemplated in this
Agreement.
(xix) There are no contracts or documents of a character required to
be described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement that are not described and filed
as required.
(xx) The Company and the Subsidiaries each has good and marketable
title to all material properties and assets described in the Prospectus as
owned by it, free and clear of all liens, charges, encumbrances or
restrictions, except such as (A) are described in the Prospectus, or (B)
are neither material in amount nor materially significant in relation to
the business of the Company and its subsidiaries, considered as one
enterprise; and any material real property and buildings under lease by the
Company and the Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as do not interfere, to an extent
material to the Company and its subsidiaries, considered as one enterprise,
with the use made and proposed to be made of such property and buildings by
the Company and the Subsidiaries.
(xxi) Except as disclosed in the Prospectus, the Company and the
Subsidiaries each owns, possesses or has obtained all material agreements,
governmental licenses, permits, certificates, consents, orders, approvals
and other material authorizations (including, without limitation, all
material governmental authorizations and agreements with public utilities
and microwave transmission
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companies and pole access and rental agreements) necessary to own or lease,
as the case may be, and to operate its properties and to carry on its
business as presently conducted, and neither the Company nor any Subsidiary
has received any notice of proceedings relating to revocation or
modification of any such licenses, permits, certificates, consents, orders,
approvals or authorizations.
(xxii) To the best knowledge of the Company, and except as disclosed
in the Prospectus, no labor problem exists with its employees or with
employees of the Subsidiaries that could reasonably be expected to
materially and adversely affect the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as one enterprise.
(b) Any certificate signed by any officer of the Company or any
Subsidiary and delivered to you or to counsel for the Underwriters in connection
with the offering of the Offered Securities shall be deemed a representation and
warranty by the Company to each Underwriter as to the matters covered thereby.
Section 2. Sale and Delivery to the Underwriters; Closing. (a) On
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the basis of the representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price to the Underwriters set forth in
Schedule II, the principal amount of Offered Securities set forth opposite the
name of such Underwriter in Schedule I.
(b) Payment of the purchase price for, and delivery of, the Offered
Securities shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the City of New
York, at 10:00 A.M. as shall be agreed upon by the Company and you, or as shall
otherwise be provided in Section 10 (such date and time of payment and delivery
being herein called the "Closing Time"). Payment shall be made to the Company
in the manner specified in Schedule II hereto, against delivery of the Offered
Securities to you for the respective accounts of the several Underwriters.
Except as otherwise provided in Schedule II hereto, such Offered Securities
shall be in such denominations ($1,000 or an integral multiple thereof) and
registered in such names as you may request in writing at least two full
business days before the Closing Time. Such Offered Securities will be made
available in New York City for examination and packaging by you not later than
10:00 A.M. on the business day prior to the Closing Time.
(c) If specified in Schedule II, the Underwriters may solicit offers
to purchase Offered Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") substantially in the form of Schedule
IV with such changes therein as the Company may approve. Any Delayed Delivery
Contracts are to be with
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institutional investors of the types set forth in the Prospectus. At the
Closing Time, the Company will enter into Delayed Delivery Contracts (for the
minimum principal amount of Offered Securities per Delayed Delivery Contract
specified in Schedule II) with all purchasers proposed by the Underwriters and
previously approved by the Company as provided below, but not for an aggregate
principal amount of Offered Securities less than or greater than the minimum and
maximum aggregate principal amounts specified in Schedule II. The Underwriters
will not have any responsibility for the validity or performance of Delayed
Delivery Contracts.
(d) You are to submit to the Company, at least three business days
prior to the Closing Time, the names of any institutional investors with which
it is proposed that the Company enter into Delayed Delivery Contracts, the
principal amount of Offered Securities to be purchased by each of them and the
date of delivery thereof, and the Company will advise you, at least two business
days prior to the Closing Time, of the names of the institutions with which the
making of Delayed Delivery Contracts is approved by the Company and the
principal amount of Offered Securities to be covered by each such Delayed
Delivery Contract.
(e) As compensation for arranging Delayed Delivery Contracts, the
Company will pay (by certified or official bank check in New York Clearing House
or similar next day funds) to you at the time of the closing, for the accounts
of the Underwriters, a fee equal to that percentage of the principal amount of
Offered Securities for which Delayed Delivery Contracts are made at the Closing
Time as is specified in Schedule II or the amount of such fee may be deducted
from the check delivered pursuant to Section 2(b).
(f) The principal amount of Offered Securities agreed to be purchased
by each Underwriter shall be reduced by the principal amount of Offered
Securities covered by Delayed Delivery Contracts, as to such Underwriter as set
forth in a notice delivered by you to the Company; provided, however, that the
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total principal amount of Offered Securities to be purchased by all Underwriters
shall be the principal amount of Offered Securities covered by this Agreement,
less the principal amount of Offered Securities covered by all Delayed Delivery
Contracts.
Section 3. Certain Covenants of the Company. The Company covenants
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with each Underwriter as follows:
(a) Immediately following the execution of this Agreement, the Company
will prepare a Prospectus Supplement that complies with the 1933 Act and
the 1933 Act Regulations and that sets forth the principal amount of the
Offered Securities and their material terms, the name of each Underwriter
participating in the offering and the principal amount of the Offered
Securities that each severally has
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agreed to purchase, the name of each Underwriter, if any, acting as
representative of the Underwriters in connection with the offering, the
price at which the Offered Securities are to be purchased by the
Underwriters from the Company, any initial public offering price, any
selling concession and reallowance and any delayed delivery arrangements,
and such other information as you and the Company deem appropriate in
connection with the offering of the Offered Securities. The Company will
promptly transmit copies of the Prospectus Supplement to the Commission for
filing pursuant to Rule 424 under the 1933 Act and will furnish to the
Underwriters as many copies of any preliminary prospectus supplement and
the Prospectus as you shall reasonably request.
(b) During the period when the Prospectus is required by the 1933 Act
to be delivered in connection with sales of the Offered Securities, the
Company will, subject to Section 3(c), file promptly all documents required
to be filed with the Commission pursuant to Section 13 or 14 of the 1934
Act subsequent to the time the Registration Statement becomes effective.
(c) During the period when the Prospectus is required by the 1933 Act
to be delivered in connection with sales of the Offered Securities, the
Company will inform you of its intention to file any amendment to the
Registration Statement, any supplement to the Prospectus or any document
that would as a result thereof be incorporated by reference in the
Prospectus; will furnish you with copies of any such amendment, supplement
or other document a reasonable time in advance of filing; and will not file
any such amendment, supplement or other document in a form to which you
shall reasonably object.
(d) During the period when the Prospectus is required by the 1933 Act
to be delivered in connection with sales of the Offered Securities, the
Company will notify you immediately, and confirm the notice in writing
(with respect to clause (i), upon request), (i) of the effectiveness of any
amendment to the Registration Statement, (ii) of the receipt of any
comments from the Commission with respect to the Registration Statement,
the Prospectus or the Prospectus Supplement, (iii) of any request by the
Commission to amend the Registration Statement or any supplement to the
Prospectus or for additional information relating thereto and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, of the suspension of the qualification of
the Offered Securities for offering or sale in any jurisdiction, or of the
institution or to the Company's knowledge, the threatening of any
proceedings for any of such purposes. The Company will use every
reasonable effort to prevent the issuance of any such stop order or of any
order preventing or suspending such use and, if any such order is issued,
to obtain the lifting thereof at the earliest possible moment.
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(e) The Company has furnished or will furnish to you one signed copy
for the managing Underwriters of each of the Registration Statement (as
originally filed) and of all amendments thereto, whether filed before or
after the Registration Statement became effective, and as many copies of
all exhibits and documents filed therewith, including documents
incorporated by reference into the Prospectus pursuant to Item 12 of Form
S-3 under the 1933 Act (through the end of the period when the Prospectus
is required by the 1933 Act to be delivered in connection with sales of the
Offered Securities) and signed copies of all consents and certificates of
experts, as you may reasonably request, and has furnished or will furnish
to each of you, as many conformed copies of the Registration Statement as
originally filed and of each amendment thereto (including documents
incorporated by reference into the Prospectus but without exhibits) as you
may reasonably request.
(f) The Company will use its reasonable best efforts, in cooperation
with the Underwriters, to qualify the Offered Securities for offering and
sale under the applicable securities laws of such states and other
jurisdictions as you may designate and to maintain such qualifications in
effect for a period of not less than one year from the date hereof;
provided, however, that the Company shall not be obligated to file any
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general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. The
Company will file such statements and reports as may be required by the
laws of each jurisdiction in which the Offered Securities have been
qualified as above provided. The Company will also supply you with such
information as is necessary for the determination of the legality of the
Offered Securities for investment under the laws of such jurisdictions as
you may reasonably request.
(g) The Company will make generally available to its security holders
as soon as practicable, but not later than 45 days after the close of the
period covered thereby (90 calendar days in the case the period corresponds
to the fiscal year of the Company), an earnings statement of the Company
(in form complying with the provisions of Rule 158 of the 1933 Act
Regulations), covering a period of 12 months beginning after the effective
date of the Registration Statement and covering a period of 12 months
beginning after the effective date of any post-effective amendment to the
Registration Statement but not later than the first day of the Company's
fiscal quarter next following such effective date.
(h) The Company will comply to the best of its ability with the 1933
Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations
and the 1939 Act and the 1939 Act Regulations. If at any time when the
Prospectus is required by the 1933 Act to be delivered in connection with
sales of the Offered
13
Securities any event shall occur or condition exist as a result of which it
is necessary to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, or if it
shall be necessary at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements
of the 1933 Act or the 1933 Act Regulations, the Company will promptly
prepare and file with the Commission, subject to Section 3(c), such
amendment or supplement as may be necessary to correct such untrue
statement or omission or to make the Registration Statement or the
Prospectus comply with such requirements.
(i) The Company will use the net proceeds received by it from the sale
of the Offered Securities in the manner specified in the Prospectus under
the caption "Use of Proceeds".
(j) For a period of three years after the Closing Time, the Company
will furnish to you copies of all annual reports, quarterly reports and
current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or
such other similar forms as may be designated by the Commission, and such
other documents, reports and information as shall be furnished by the
Company to its stockholders generally.
(k) The Company will not be or become, at any time prior to the
expiration of three years after the Closing Time, an open-end investment
trust, unit investment trust or face-amount certificate company that is or
is required to be registered under Section 8 of the Investment Company Act
of 1940, as amended (the "Investment Company Act").
Section 4. Payment of Expenses. The Company will pay and bear all
-------------------
costs and expenses incident to the performance of its obligations under this
Agreement, including (a) the preparation, printing and filing of the
Registration Statement (including financial statements and exhibits), as
originally filed and as amended, any preliminary prospectus supplements and the
Prospectus and any amendments or supplements thereto, and the cost of furnishing
copies thereof to the Underwriters, (b) the preparation, printing and
distribution of this Agreement, the Designated Indenture, the Offered
Securities, any Delayed Delivery Contracts and the Blue Sky Survey, (c) the
delivery of the Offered Securities to the Underwriters, (d) the fees and
disbursements of the Company's counsel and accountants, (e) the qualification of
the Offered Securities under the applicable securities laws in accordance with
Section 3(f) and any filing for review of the offering with the National
Association of Securities Dealers, Inc., including filing fees and fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the Blue Sky Survey, (f) any fees charged by rating agencies for
rating the Offered Securities and (g) the
14
fees and expenses of the Subordinated Trustee, including the fees and
disbursements of counsel for the Subordinated Trustee, in connection with the
Designated Indenture and the Offered Securities.
If this Agreement is terminated by you in accordance with the
provisions of Section 5 or 9(a)(i), the Company shall reimburse the Underwriters
for all their out-of-pocket expenses, including the fees and disbursements of
counsel for the Underwriters.
Section 5. Conditions of Underwriters' Obligations. Except as
---------------------------------------
otherwise provided in Schedule II, the obligations of the several Underwriters
to purchase and pay for the Offered Securities that they have respectively
agreed to purchase hereunder are subject to the accuracy of the representations
and warranties of the Company contained herein or in certificates of any officer
of the Company or any Subsidiary delivered pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder, and to the
following further conditions:
(a) At the Closing Time, no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act and no
proceedings for that purpose shall have been instituted or shall be pending
or, to the knowledge of the Company, shall be contemplated by the
Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel for the Underwriters.
(b) At the Closing Time, you shall have received a signed opinion of
Xxxxxxxx & Xxxxxxxx, counsel for the Company, dated as of the Closing Time,
in form and substance satisfactory to counsel for the Underwriters, to the
effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.
(ii) The Designated Indenture has been duly authorized, executed
and delivered by the Company and duly qualified under the 1939 Act;
the Offered Securities have been duly authorized, executed,
authenticated, issued and delivered; and the Designated Indenture and
the Offered Securities constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms
or, in the case of Offered Securities, if any, to be delivered
pursuant to Delayed Delivery Contracts, when duly executed and
authenticated as provided in the Designated Indenture and issued,
delivered and paid for in accordance with such Delayed Delivery
Contracts, will constitute, valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of
15
general applicability relating to or affecting creditors' rights and
to general equity principles.
(iii) The execution and delivery of this Agreement and the
Designated Indenture by the Company, the issuance and delivery by the
Company of the Offered Securities to the Underwriters and compliance
by the Company with the terms of this Agreement and the Designated
Indenture do not and will not result in any violation of the
Certificate of Incorporation or By-laws of the Company; and all
regulatory consents, authorizations, approvals and filings required to
be obtained or made by the Company under the Federal laws of the
United States, the laws of the State of New York and the General
Corporation Law of the State of Delaware for the issuance, sale and
delivery of the Offered Securities by the Company to the Underwriters
have been obtained or made.
(iv) In the event that any of the Offered Securities are to be
purchased pursuant to Delayed Delivery Contracts, each Delayed
Delivery Contract that has been executed by the Company has been duly
authorized, executed and delivered by the Company and, assuming the
due authorization, execution and delivery by the purchaser thereunder,
is a valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(v) This Agreement has been duly authorized, executed and
delivered by the Company.
Such counsel shall also furnish you with a letter to the effect
that as counsel to the Company, they reviewed the Registration Statement
and the Prospectus, participated in discussions with representatives of the
Underwriters and of the Company and its accountants and advised the Company
as to the requirements of the 1933 Act and the applicable rules and
regulations thereunder; between the date of the Prospectus Supplement and
the Closing Time, such counsel participated in further discussions with
representatives of the Underwriters and of the Company and its accountants
in which the contents of certain portions of the Prospectus and related
matters were discussed and reviewed certain documents filed by the Company
with the Commission, certificates of certain officers of the Company, an
opinion addressed to the Underwriters from Xxxxxx X. Xxxxx, Esq. and a
letter from the Company's independent accountants; on the basis of the
information that such counsel gained in the course of the performance of
the services referred to above, considered in the light of such counsel's
understanding of the applicable law (including the requirements
16
of Form S-3 and the character of the prospectus contemplated thereby) and
the experience such counsel have gained through their practice under the
1933 Act, they confirm to you that, in such counsel's opinion, the
Registration Statement and the Prospectus, and each amendment or supplement
thereto, as of their respective effective or issue dates appeared on their
face to be appropriately responsive in all material respects to the
requirements of the 1933 Act, the 1939 Act, and the applicable rules and
regulations of the Commission thereunder; further, nothing that came to
such counsel's attention in the course of such review has caused such
counsel to believe that any part of the Registration Statement, when such
part became effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus as of the date of the Prospectus Supplement contained any untrue
statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; also, nothing
that came to the attention of such counsel in the course of the procedures
described in the second clause of this paragraph has caused such counsel to
believe that the Prospectus, as supplemented by the Prospectus Supplement,
as of the Closing Time, contained any untrue statement of a material fact
or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; such counsel shall state that the limitations
inherent in the independent verification of factual matters and the
character of determinations involved in the registration process are such
that such counsel does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus except for those made under the captions
"Description of Debt Securities", "Description of the Notes" and
"Underwriting" in the Prospectus insofar as they relate to provisions of
documents therein described; also, such counsel need express no opinion or
belief as to the financial statements or other financial data contained in
the Registration Statement or the Prospectus, or as to the description of
statutes, regulations, proceedings or matters referred to in Section 5(d)
hereof or as to the statement of eligibility of the Subordinated Trustee
under the Designated Indenture under which the Offered Securities are being
issued.
In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States, the laws of the State of New York and
the General Corporation Law of the State of Delaware and no opinion as to
federal or communications laws. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the Company and the
Subsidiaries and certificates of public officials.
17
(c) At the Closing Time you shall have received a signed opinion of
Xxxxxx X. Xxxxx, Esq., Executive Vice President, Secretary and General
Counsel for the Company, in form and substance satisfactory to counsel to
the Underwriters, to the effect that:
(i) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware with
corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectus.
(ii) The Company is duly qualified to transact business as a
foreign corporation and is in good standing in each other jurisdiction
in which it owns or leases property of a nature, or transacts business
of a type, that would make such qualification necessary, except where
the failure to be so qualified would not have a material adverse
effect on the Company and its subsidiaries, considered as one
enterprise.
(iii) Each Material Subsidiary that is a corporation is duly
incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, with corporate power and
authority under such laws to own, lease and operate its properties and
conduct its business. Each Material Subsidiary that is a partnership
is duly organized under the laws of the jurisdiction of its
organization.
(iv) All of the outstanding shares of capital stock of each
Material Subsidiary have been duly authorized and validly issued and
are fully paid and nonassessable; except as set forth on Schedules V
and VI to this Agreement or as disclosed in or as contemplated by the
Prospectus, all of such shares are owned by the Company, directly or
through one or more subsidiaries, free and clear of any material
pledge, lien, security interest, charge, claim, equity or encumbrance
of any kind; no holder thereof is subject to personal liability under
the certificate of incorporation or by-laws of the respective Material
Subsidiary or the corporation law of the jurisdiction in which such
Material Subsidiary is organized by reason of being such a holder and
none of such shares was issued in violation of the preemptive rights
of any stockholder of such Material Subsidiary under the certificate
of incorporation or by-laws of such Material Subsidiary or the
corporation law of the jurisdiction in which such Material Subsidiary
is organized.
(v) To such counsel's knowledge, there are no legal or
governmental proceedings pending or threatened to which the Company or
any of its subsidiaries is or may be a party, or of which any of their
properties are
18
or may be the subject, of a character which are required to be
disclosed in the Registration Statement, the Prospectus, the annual
Form 10-K or any Form 10-Q of the Company, other than those disclosed
therein.
(vi) The documents incorporated by reference in the Prospectus or
any further amendment or supplement thereto made by the Company prior
to the Closing Time (other than the financial statements and related
schedules therein and any untrue statement or omission of a material
fact contained therein which was corrected in the Prospectus, as to
which such counsel need express no opinion), when they became
effective or were filed with the Commission, as the case may be,
complied as to form in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder; and he has no reason to believe that such documents
considered together contained, as of the date of the Prospectus
Supplement or as of the Closing Time, an untrue statement of a
material fact, or omitted to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(vii) Such counsel does not know of any contracts or documents
of a character required to be described or referred to in the
Registration Statement or the Prospectus or to be filed as exhibits to
the Registration Statement that are not described, referred to or
filed as required.
(viii) To the knowledge of such counsel, no default exists in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, loan
agreement, note, lease or other agreement or instrument that is
described or referred to in the Registration Statement or the
Prospectus or filed as an exhibit to the Registration Statement or any
subsequent Form 10-Q of the Company, which default would have a
material adverse effect on the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as one enterprise.
(ix) The execution and delivery of the Operative Documents by the
Company, the issuance and delivery of the Offered Securities, the
consummation by the Company of the transactions contemplated in this
Agreement and compliance by the Company with the terms of this
Agreement and the Designated Indenture will not conflict with the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument (including any franchise agreement, license, permit or
other governmental authorization granted by the FCC, The State of New
York Commission on Cable Television, or any other
19
Federal or New York State governing body having jurisdiction over
cable television operations) known to such counsel to which the
Company or any Subsidiary is a party or by which the Company or any
Subsidiary is bound or to which any of the property or assets of the
Company or any Subsidiary is subject, which conflict, breach,
violation or default would have a material adverse effect on the
financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a whole, nor will such
action result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any Federal, New York or
Delaware General Corporation Law statute or any order, rule or
regulation known to such counsel of any Federal, New York or Delaware
court or governmental agency or body having jurisdiction over the
Company or any Subsidiary or any of their properties, which violation
in each case would have a material adverse effect on the financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries, taken as a whole; and no consent, approval,
authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue
and sale of the Offered Securities or the consummation by the Company
of the transactions contemplated by this Agreement, except with
respect to such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities
laws in connection with the purchase and distribution of the Offered
Securities by the Underwriters.
In rendering such opinion, such counsel may state that he expresses no
opinion as to the laws of any jurisdiction other than the Federal laws of the
United States (other than federal communications laws, as to which such counsel
need express no opinion), the laws of the State of New York and the General
Corporation Law of the State of Delaware. In giving such opinion, such counsel
may rely, as to all matters governed by the laws of any other jurisdiction, upon
opinions of other counsel, who shall be counsel satisfactory to counsel for the
Underwriters, in which case the opinion shall state that he believes you and he
are entitled to so rely. Such counsel may also state that, insofar as such
opinion involves factual matters, he has relied, to the extent he deems proper,
upon certificates of officers of the Company and the Subsidiaries and
certificates of public officials.
(d) At the Closing Time you shall have received a signed opinion of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as special federal
communications counsel to the Company, in form and substance satisfactory
to counsel to the Underwriters, to the effect that:
(i) The approvals, if any, required to be obtained from the FCC
to consummate the transactions contemplated by this Agreement have
been obtained and are in full force and effect.
20
(ii) Such counsel does not know of any federal communications and
copyright statutes that are principally directed to the regulation of
cable properties applicable to the Company that are not described in
the Prospectus but would be material and relevant to the business of
the Company, and the descriptions in the Prospectus of such statutes
therein described are accurate and fairly summarize such statutes.
(iii) The information in the Registration Statement and
Prospectus under the captions "Risk Factors -- Risk Related to Cable
Regulation", "Risk Factors -- Risk of Competition", and "Risk Factors
-- Competition from Telephone Companies" and in the 1994 Form 10-K
under the captions "Business -- Cable Television Operations --
Regulation" to the extent that such sections describe statutes,
regulations and governmental proceedings or matters involving federal
communications and copyright law and policy and the impact thereof on
the business in which the Company and its subsidiaries are engaged,
has been reviewed by them and fairly represents the communications and
copyright law described therein applicable to the Company and its
subsidiaries as disclosed in the Prospectus and material and relevant
to the business of the Company and its subsidiaries.
In giving such opinion, such counsel may rely, as to all matters governed
by the laws of jurisdictions other than the law of the District of
Columbia, the federal law of the United States and the corporate law of the
State of Delaware, upon opinions of other counsel, who shall be counsel
satisfactory to counsel for the Underwriter, in which case the opinion
shall state that they believe you and they are entitled to so rely. Such
counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and the Subsidiaries and
certificates of public officials. Such counsel may strictly confine such
opinion to matters involving the Federal Communications Act of 1934, as
amended (the "Communications Act"), the rules and regulations of the FCC,
and those provisions of the federal copyright law that are principally
directed to the regulation of the cable properties. Such counsel may also
limit such opinion to the state of the law as it exists under the
Communications Act, the rules and regulations of the FCC, and federal
copyright law as of the date thereof.
(e) At the Closing Time, you shall have received the favorable opinion
of Shearman & Sterling, counsel for the Underwriters, dated as of the
Closing Time, to the effect that the opinions delivered pursuant to
Sections 5(b), 5(c), and 5(d) appear on their face to be appropriately
responsive to the requirements of this Agreement except, specifying the
same, to the extent waived by you, and with respect to the incorporation
and legal existence of the Company, the Offered Securities, this Agreement,
the Designated Indenture, the Registration Statement, the Prospectus, the
21
documents incorporated by reference and such other related matters as you
may require. In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States, the laws of the State of New York and
the General Corporation Law of the State of Delaware, and no opinion as to
federal or state communications laws. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and
the Subsidiaries and certificates of public officials.
(f) At the Closing Time, (i) the Registration Statement and the
Prospectus, as they may then be amended or supplemented, shall contain all
statements that are required to be stated therein under the 1933 Act and
the 1933 Act Regulations and in all material respects shall conform to the
requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act
and the 1939 Act Regulations, and neither the Registration Statement nor
the Prospectus, as they may then be amended or supplemented, shall contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, (ii) there shall not have been, since the respective dates
as of which information is given in the Registration Statement, any
material adverse change or any development involving a prospective material
adverse change in or affecting the financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, considered as
one enterprise, (iii) the Company shall have complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to the Closing Time and (iv) the other representations and warranties
of the Company set forth in Section 1(a) shall be accurate as though
expressly made at and as of the Closing Time. At the Closing Time, you
shall have received a certificate of the President, a Vice Chairman or a
Vice President, and the Treasurer or Controller, of the Company, dated as
of the Closing Time, to such effect.
(g) You shall have received the letter or letters specified in
Sections 1 and 2 of Schedule III at the date hereof and the letter
specified in Section 3 of Schedule III at the Closing Time, as well as a
letter from Deloitte & Touche LLP dated as of the date hereof substantially
in the form annexed to Schedule III.
(h) Unless otherwise specified in Schedule II hereto, on or after the
date hereof (i) no downgrading shall have occurred in the rating accorded
the Company's debt securities by any "nationally recognized statistical
rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the 1933 Act and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities.
22
(i) At the Closing Time, counsel for the Underwriters shall have been
furnished with all such documents, certificates and opinions as they may
reasonably request for the purpose of enabling them to pass upon the
issuance and sale of the Offered Securities as herein contemplated and the
matters referred to in Section 5(e) and in order to evidence the accuracy
and completeness of any of the representations, warranties or statements of
the Company, the performance of any of the covenants of the Company, or the
fulfillment of any of the conditions herein contained.
If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by you on notice to the Company at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party, except as provided in Section 4. Notwithstanding
any such termination, the provisions of Sections 6, 7 and 8 shall remain in
effect.
Section 6. Indemnification. (a) The Company agrees to indemnify and
---------------
hold harmless each Underwriter and each person, if any, who controls any
Underwriter within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein
not misleading or arising out of an untrue statement or alleged untrue
statement of a material fact included in any preliminary prospectus
supplement or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
fees and disbursements of counsel chosen by you), reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever
23
based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, to the extent that any such expense is not
paid under subparagraph (i) or (ii) above;
provided, however, that this indemnity agreement does not apply to any loss,
-------- -------
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through you expressly for use in the Registration Statement (or any
amendment thereto) or any preliminary prospectus supplement or the Prospectus
(or any amendment or supplement thereto).
The foregoing indemnity with respect to any untrue statement contained
in or any omission from a preliminary prospectus supplement, shall not inure to
the benefit of any Underwriter (or any person controlling such Underwriter) on
account of any loss, claim, damage, liability or litigation arising from the
sale of Offered Securities to any person by such Underwriter if such Underwriter
failed to send or give a copy of the Prospectus, as the same may be supplemented
or amended, to such person within the time required by the 1933 Act, and the
untrue statement or alleged untrue statement or omission or alleged omission of
a material fact in such preliminary prospectus supplement was corrected in the
Prospectus, unless such failure resulted from noncompliance by the Company with
its obligations hereunder to furnish the Underwriters with copies of the
Prospectus.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act, against any and all loss, liability, claim,
damage and expense described in the indemnity agreement in Section 6(a), as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus supplement or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through you
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus supplement or the Prospectus (or any amendment or
supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel for all indemnified parties in connection with any one action or
separate but similar or
24
related actions in the same jurisdiction arising out of the same general
allegations or circumstances.
Section 7. Contribution. In order to provide for just and equitable
------------
contribution in circumstances under which the indemnity provided for in Section
6 is for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, the Company and the Underwriters shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by such indemnity incurred by the Company and one or
more of the Underwriters, as incurred, in such proportions that the Underwriters
are responsible for that portion represented by the percentage that the
underwriting discount hereunder with respect to the offering of the Offered
Securities bears to the initial public offering price of the Offered Securities,
and the Company is responsible for the balance; provided, however, that no
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person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls an Underwriter within the meaning of Section
15 of the 1933 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company.
Section 8. Agreements to Survive Delivery. The indemnities,
------------------------------
agreements and other statements of the Company or its officers set forth in or
made pursuant to this Agreement will remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Company, any
Underwriter or any person who controls the Company or any Underwriter within the
meaning of Section 15 of the 1933 Act and will survive delivery of and payment
for the Offered Securities.
Section 9. Termination of Agreement. (a) You may terminate this
------------------------
Agreement, by notice to the Company, at any time at or prior to the Closing Time
(i) if there has been, since the respective dates as of which information is
given in the Registration Statement, any material adverse change or any
development involving a prospective material adverse change in or affecting the
financial position, stockholders' equity or results of operations of the Company
and its subsidiaries, considered as one enterprise, or (ii) if there has
occurred any outbreak or escalation of hostilities or other calamity or crisis
the effect of which on the financial markets of the United States is such as to
make it, in your judgment, impracticable to market the Offered Securities or
enforce contracts for the sale of the Offered Securities or (iii) if trading in
any securities of the Company has been suspended by the Commission or the
National Association of Securities Dealers, Inc., or if trading generally on
either the American Stock Exchange or the New York Stock Exchange or in the
over-the-counter market has been suspended, or minimum or maximum prices for
trading
25
have been fixed, or maximum ranges for prices for securities have been required,
by such exchange or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority or (iv) if a
banking moratorium has been declared by either federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 4. Notwithstanding any such termination, the
provisions of Sections 6, 7 and 8 shall remain in effect.
Section 10. Default. If one or more of the Underwriters shall fail
-------
at the Closing Time to purchase the Offered Securities that it or they are
obligated to purchase (the "Defaulted Offered Securities"), you shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Offered Securities in such amounts as may be
agreed upon and upon the terms herein set forth; if, however, you have not
completed such arrangements within such 24-hour period, then:
(a) if the aggregate principal amount of Defaulted Offered Securities
does not exceed 10% of the aggregate principal amount of the Offered
Securities to be purchased pursuant to this Agreement, the non-defaulting
Underwriters shall be obligated to purchase the full amount thereof in the
proportions that the principal amounts of Offered Securities set forth
opposite the names of such non-defaulting Underwriters in Schedule I bear
to the total aggregate principal amount of Offered Securities set forth
opposite the names of such non-defaulting Underwriters, or
(b) if the aggregate principal amount of Defaulted Offered Securities
exceeds 10% of the aggregate principal amount of the Offered Securities to
be purchased, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default that does not result in a termination
of this Agreement, either you or the Company shall have the right to postpone
the Closing Time for a period not exceeding seven days in order to effect any
required changes in the Registration Statement or Prospectus or in any other
documents or arrangements. As used herein, the term "Underwriter" includes any
person substituted for an Underwriter under this Section 10.
Section 11. Notices. All notices and other communications hereunder
-------
shall be in writing and shall be deemed to have been duly given if delivered,
mailed or transmitted by
26
any standard form of telecommunication. Notices to the Underwriters shall be
directed to you, c/o Merrill Xxxxx & Co., World Financial Center, North Tower -
30th Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, attention of
Xxxxxxx X. Xxxxx. Notices to the Company shall be directed to it at Cablevision
Systems Corporation, Xxx Xxxxx Xxxxxxxxx, Xxxxxxxx, Xxx Xxxx 00000, attention of
Xxxxxx X. Xxxxx, Esq., Executive Vice President, General Counsel and Secretary,
with a copy to Xxxxxxxx & Xxxxxxxx, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, attention of Xxxx X. Xxxx, Esq.
Section 12. Parties. The agreement herein set forth is made solely
-------
for the benefit of the several Underwriters, the Company and, to the extent
expressed, any person who controls the Company or any of the Underwriters within
the meaning of Section 15 of the 1933 Act, and the directors of the Company, its
officers who have signed the Registration Statement, and their respective
executors, administrators, successors and assigns and, subject to the provisions
of Section 10, no other person shall acquire or have any right under or by
virtue of this Agreement. The term "successors and assigns" shall not include
any purchaser, as such purchaser, from any Underwriter of the Offered
Securities. If there are two or more Underwriters, all of their obligations
hereunder are several and not joint.
Section 13. Governing Law and Time. This Agreement shall be governed
----------------------
by the laws of the State of New York. Specified times of day refer to New York
City time.
Section 14. Counterparts. This Agreement may be executed in one or
------------
more counterparts and when a counterpart has been executed by each party, all
such counterparts taken together shall constitute one and the same agreement.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company and each
Underwriter in accordance with its terms.
Very truly yours,
CABLEVISION SYSTEMS CORPORATION
By
-----------------------------------
Name:
Title:
Confirmed and accepted as of
the date first above written:
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
BEAR, XXXXXXX & CO. INC.
XXXXXX XXXXXXX & CO. INCORPORATED
TORONTO DOMINION SECURITIES (USA) INC.
c/o Merrill Xxxxx & Co.
By: Xxxxxxx Xxxxx & Co.
By
--------------------------------------
Name:
Title:
SCHEDULE I
to Purchase Agreement
Dated November 2, 1995
CABLEVISION SYSTEMS CORPORATION
9-1/4% Senior Subordinated Notes
due 2005
Principal
Underwriter Amount
----------- ---------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.. $150,000,000
Bear, Xxxxxxx & Co. Inc............................. 60,000,000
Xxxxxx Xxxxxxx & Co. Incorporated................... 60,000,000
Toronto Dominion Securities (USA) Inc............... 30,000,000
------------
Total..................................... $300,000,000
============
SCHEDULE II
to Purchase Agreement
Dated November 2, 1995
CABLEVISION SYSTEMS CORPORATION
9-1/4% Senior Subordinated Notes
due 2005
Principal amount to be issued: $300,000,000.
Interest rate: 9-1/4%, payable semi-annually each May 1 and November 1,
commencing May 1, 1996.
Interest accrues from: November 7, 1995.
Date of maturity: November 1, 2005.
Redemption provisions: At the option of the Company, in whole or in part, on or
after November 1, 2000, at the following redemption prices (expressed as a
percentage of the principal amount), if redeemed during the 12-month period
beginning November 1 of the years indicated:
Years Redemption Price
----- ----------------
2000 104.625%
2001 103.100
2002 101.500
and thereafter at 100% of the principal amount, in each case together with
accrued interest to the redemption date (subject to the right of Holders of
record on relevant record dates to receive interest due on an interest payment
date).
Sinking fund requirements: None.
Initial public offering price: 100.000% of the principal amount plus accrued
interest from November 7, 1995.
Purchase price: 97.5% of the principal amount plus accrued interest from
November 7, 1995.
II-2
Method of Payment: Payment shall be made to the Company by certified check or
official bank check or checks in New York Clearing House funds payable to the
order of the Company.
Closing date, time and location: 10:00 A.M., November 7, 1996 at the offices of
Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
Listing requirement: None.
Other terms and conditions: The indebtedness represented by the Notes will be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in the Prospectus).
SCHEDULE III
to Purchase Agreement
Dated November 2, 1995
MATTERS TO BE COVERED BY LETTER OR LETTERS OF INDEPENDENT
PUBLIC ACCOUNTANTS
KPMG Peat Marwick, LLP shall have furnished to you the following
letter or letters (in each case in form and substance satisfactory to you):
(1) At the date hereof, a letter to the effect that:
(a) they are independent accountants with respect to the Company
and its subsidiaries within the meaning of the 1933 Act and the
applicable published 1933 Act Regulations;
(b) in their opinion, except as disclosed in the Registration
Statement, the audited consolidated financial statements and the
related financial statement schedules of the Company and its
subsidiaries included or incorporated by reference in such annual
report on Form 10-K comply as to form in all material respects with
the applicable accounting requirements of the 1933 Act as it applies
to registration statements on Form S-3 and the related published 1933
Act Regulations and of the 1934 Act as it applies to Form 10-K and the
related published 1934 Act Regulations; and
(c) in addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such other
procedures, specified by you, not constituting an audit, as they have
agreed to perform and report on with respect to certain amounts,
percentages, numerical data and other financial information in the
Form 10-K and have compared certain of such amounts, percentages,
numerical data and financial information with, and have found such
items to be in agreement with or derived from, the detailed accounting
records of the Company and its subsidiaries.
(2) At the date hereof, a letter with respect to each of the Company's
quarterly reports on Form 10-Q (each a "10-Q Letter") filed prior to the
date hereof and subsequent to the Company's most recently filed annual
report on Form 10-K, to the effect that:
(a) they reaffirm as of the date of such letter (and as though
made on the date of such letter) all statements made in the 10-K
Letter, except that
III-2
the procedures specified therein shall have been carried out to a
specified date not more than five days prior to the date of such 10-Q
Letter;
(b) on the basis of procedures (but not an examination in
accordance with generally accepted auditing standards) consisting of:
(i) a reading of minutes of all meetings of the stockholders
and directors of the Company and its subsidiaries and the
__________ and ___________ Committees of the Company's Board of
Directors and any subsidiary committees from the date of the
latest audited consolidated financial statements to the specified
date referred to in Section 2(a);
(ii) a reading of the unaudited condensed consolidated
financial statements of the Company and its subsidiaries included
or incorporated by reference in the quarterly report on Form 10-Q
dated the date of such 10-Q Letter;
(iii) inquiries of certain officials of the Company and its
subsidiaries; and
nothing came to their attention that caused them to believe that the
unaudited condensed consolidated financial statements included or
incorporated by reference in such quarterly report on Form 10-Q do not
comply as to form in all material respects with the applicable
accounting requirements of the 1934 Act as it applies to Form 10-Q and
the related published 1934 Act Regulations or that any material
modifications should be made to the unaudited condensed consolidated
financial statements included or incorporated by reference in such
quarterly report for them to be in conformity with generally accepted
accounting principles, except as disclosed in the notes to such
unaudited condensed consolidated financial statements or as otherwise
described in such 10-Q Letter;
(c) in addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such other
procedures, specified by you, not constituting an audit, as they have
agreed to perform and report on with respect to certain amounts,
percentages, numerical data and other financial information in the
Form 10-Q and have compared certain of such amounts, percentages,
numerical data and financial information with, and have found such
items to be in agreement with or derived from, the detailed accounting
records of the Company and its subsidiaries.
III-3
(3) At the Closing Time, a letter dated the Closing Time (the "Closing
Letter"), to the effect that:
(a) they reaffirm as of the date of the Closing Letter (and as
though made on the date of the Closing Letter) all statements made in
the 10-K Letter and in each 10-Q Letter, if any, except that the
procedures specified therein shall have been carried out to a
specified date not more than five days prior to the date of the
Closing Letter;
(b) based on the procedures set forth in Section 2(b) (but
carried out to the specified date referred to in Section 3(a)),
nothing came to their attention that caused them to believe that, from
the date of the latest balance sheet of the Company and its
subsidiaries included or incorporated by reference in the Prospectus
to such specified date, there were any increases or decreases in
financial statement amounts specified by you as they have agreed to
perform; and
(c) in addition to their examinations, inspections, inquiries and
other procedures referred to therein, they have performed such other
procedures, specified by you, not constituting an audit, as they have
agreed to perform and report on with respect to certain amounts,
percentages, numerical data and other financial information in the
Registration Statement, the Prospectus and the exhibits to the
Registration Statement or in the documents incorporated by reference
in the Prospectus, and have compared certain of such amounts,
percentages, numerical data and financial information with, and have
found such items to be in agreement with or derived from, the detailed
accounting records of the Company and its subsidiaries.
SCHEDULE IV
to Purchase Agreement
Dated November 2, 1995
CABLEVISION SYSTEMS CORPORATION
Senior Subordinated Notes
DELAYED DELIVERY CONTRACT
-------------------------
Cablevision Systems Corporation
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Cablevision Systems
Corporation, a Delaware corporation (the "Company"), and the Company agrees to
sell to the undersigned on _____, 1995 (the "Delivery Date"),
__________________
______________________________________________________________________________
principal amount of the Company's Subordinated Debt Securities (the "Offered
Securities"), offered by the Company's Prospectus dated ___________, 1995, as
supplemented by its Prospectus Supplement dated _______________, 19__, receipt
of which is hereby acknowledged, at a purchase price of _____% of the principal
amount thereof, plus interest accrued on the amount thereof, principal amount at
the rate borne by the Offered Securities from _______________, 19__ to the
Delivery Date, and on the further terms and conditions set forth in this
contract.
Payment for the Offered Securities shall be made to the Company or its
order by certified or official bank check in New York Clearing House funds, at
the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at
10 A.M., New York City time, on the Delivery Date (or in such other funds and/or
at such other place as the Company and the undersigned may agree upon in
writing), upon delivery of the Offered Securities to the undersigned, in such
authorized denominations and registered in such names as the undersigned may
request in writing addressed to the Company not less than five business days
prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for the Offered Securities on the Delivery Date shall be subject only to the
conditions that (1) the purchase of the Offered Securities by the undersigned
shall not, on the Delivery Date, be
IV-2
prohibited under the laws of any jurisdiction to which the undersigned is
subject and that govern such investment, and (2) the Company, on or before
_________, 1995, shall have sold to the Underwriters of the Offered Securities
(the "Underwriters") such principal amount of the Offered Securities as is to be
sold to them pursuant to the Underwriting Agreement dated the date hereof
between the Company and the Underwriters. The obligation of the undersigned to
take delivery of and make payment for the Offered Securities shall not be
affected by the failure of any Underwriter or other purchaser to take delivery
of and make payment for the Offered Securities pursuant to other contracts
similar to this contract.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned, at its address set forth below, a
notice to such effect.
By the execution hereof, the undersigned represents and warrants to
the Company that (1) its investment in the Offered Securities is not, as of the
date hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject and that govern such investment, (2) all necessary
corporate action for the due execution and delivery of this contract and the
payment for and purchase of the Offered Securities has been taken by it and no
further authorization or approval of any governmental or other regulatory
authority is required for such execution, delivery, payment or purchase and (3)
upon the acceptance by the Company and the mailing or delivery of a copy as
provided below, this contract will constitute a valid and binding agreement of
the undersigned in accordance with its terms.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the Company will not accept Delayed Delivery
Contracts for an aggregate principal amount of the Offered Securities in excess
of $__________ and that the acceptance of any Delayed Delivery Contract is in
the Company's sole discretion and, without limiting the foregoing, need not be
on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance on a copy
hereof and mail or deliver a signed copy to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such copy is so mailed or delivered.
IV-3
This contract shall be governed by the laws of the State of New York.
Yours very truly,
----------------------------
(Name of Purchaser)
By
--------------------------
Title:
---------------------------
---------------------------
(Address)
Accepted as of the date first above written:
CABLEVISION SYSTEMS CORPORATION
By
------------------------
PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the representative of the Purchaser
with whom details of delivery on the Delivery Date may be discussed is as
follows: (Please print.)
Telephone No.
Name (including Area Code)
---- -------------------
SCHEDULE V
RESTRICTED SUBSIDIARIES/1/
-----------------------
(* - material subsidiary)
-------------------------
CSC Acquisition Corporation
CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
Cablevision Area 9 Corporation/2/
Cablevision Fairfield Corporation/2/
Cablevision Finance Corporation
Cablevision Finance Limited Partnership
Cablevision Lightpath, Inc.
Cablevision of Cleveland G.P., Inc.
Cablevision of Cleveland L.P., Inc.
Cablevision of Cleveland, L.P.
Cablevision of Connecticut Corporation/2/
Cablevision of Connecticut Limited Partnership/2/
Cablevision of Michigan, Inc.
Cablevision of New Jersey, Inc./3/
* Cablevision of New York City - Master L.P./4/
* Cablevision of New York City - Phase I L.P./4/
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
* Cablevision Systems New York City Corporation/4/
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
Cablevision Systems of Southern Connecticut Limited Partnership/2/
Communications Development Corporation/2/
* NYC GP Corp.
* NYC LP Corp.
______________
1 Unless otherwise noted, all shares are pledged under the terms of the Third
Amended and Restated Security Agreement, dated as of July 15, 1988, as
amended, among Cablevision Systems Corporation, certain Securing Parties
and Toronto-Dominion (Texas), Inc. as Security Agent.
2. All shares or partnership interests are pledged under the terms of the
Connecticut Consent dated as of July 15, 1988 among Cablevision of
Connecticut Limited
V-2
Partnership, Cablevision Systems of Southern Connecticut Limited
Partnership, CSC and Chase Manhattan Bank as Predecessor Security Agent and
Toronto-Dominion Bank Trust Company as Security Agent (the "Connecticut
Security Documents") under the Third Amendment and Restated Security
Agreement, as amended, as referenced in No. 1 above.
3. All shares pledged under the Security Agreement dated as of May 18, 1990
between Cablevision of New Jersey, Inc. and Toronto-Dominion Bank Trust
Company as Security Agent.
4. All partnership interests pledged under the Fourth Amended and Restated
Security Agreement, dated as of June 18, 1993, among Cablevision of New
York City -Phase I L.P., Cablevision of New York City - Master L.P.,
Cablevision Systems New York City Corporation, the Banks and Chase
Manhattan Bank, as Agent.
SCHEDULE VI
UNRESTRICTED SUBSIDIARIES
-------------------------
(* - material subsidiary)
-------------------------
000 Xxx Xxxxx Xxxx Corporation
0000 Xxxxx 000 Xxxx.
A-R Cable Investments, Inc./1/
A-R Cable Partners
AMC Productions, Inc./2/
* American Movie Classics Holding Corporation
* American Movie Classics Company
* Arsenal MSub 2, Inc./3/
Arsenal MSub 7, Inc.
Bravo Company
Bravo Programming, Inc.
CSC Gateway Corporation/4/
CSC Investments, Inc.
CSC Realty, Inc.
CSC Transport, Inc.
Cable Networks, Inc.
Cablevision Lightpath - CT, Inc.
Cablevision Lightpath - NJ Inc.
Cablevision Lightpath - NY, Inc.
Cablevision Lightpath - OH, Inc.
* Cablevision MFR, Inc./5/
Cablevision of Brookline, Inc.
Cablevision of Xxxxxx County, Inc. (f/k/a Cablevision of Riverview,
Inc.)/6/
* Cablevision of Monmouth, Inc./6/
Cablevision of Nashoba, Inc.
Cablevision Programming Incorporated
Cablevision Programming New England Corporation
Cablevision Systems Ohio Investment Corporation/3/
Cablevision of Geauga County/3/
Cablevision of Ohio, Ltd./3/
Cablevision of the Midwest Holding Co., Inc./3/
Cablevision of the Midwest, Inc./3/
Cleveland Radio Holdings, Inc.
COB, Inc.
Complexicable of Cuyahoga Valley, Ltd./3/
CV Radio Associates, L.P.
Garden L.P. Holding Corp./7/
VI-2
In Court Holding Corporation
Missouri Cable Partners, L.P.
MuchMusic U.S.A. Venture
NCC LP Corp.
Neighborhood News Holdings, Inc./7/
News 12 Holding Corporation/7/
News 12 New Jersey L.L.C.
Northern Ohio Interconnect
Ohio Cablevision Investors, Ltd./3/
PS Holding Acquisition Corporation
* Petra Cablevision Corp./3/
Rainbow Advertising Sales Corporation/7/
Rainbow CT Holdings, Inc./7/
Rainbow NJ Holdings, Inc./7/
Rainbow Garden Corp.
Rainbow MM Holdings Corporation
Rainbow Network Communications
Rainbow News 12 Company/7/
Rainbow PPV Holdings, Inc.
Rainbow Program Enterprises
Rainbow Programming Holdings, Inc./8/
Rainbow Programming Services Company
Rainbow Travel, Inc./7/
Rainbow Westchester Holdings, Inc./7/
Samson Cablevision Corp./3/
Shamrock Cable Corporation/3/
Shamrock Cleveland Cablevision, L.P./3/
Shamrock Cuyahoga County Cablevision Associates, L.P./3/
Shamrock Ohio Cablevision Associates, L.P./3/
Space Cable of Ohio, Ltd./3/
Space Cable of Strongsville, Ltd./3/
SportsChannel America Soccer, Inc.
SportsChannel Associates/7/
SportsChannel Associates Holding Corporation/7/
SportsChannel Bay Area Holding Corporation
SportsChannel Cincinnati Associates
SportsChannel Cincinnati Holding Corporation
SportsChannel Florida Associates
SportsChannel Florida Holding Partnership
SportsChannel Los Angeles Holding Corporation
SportsChannel New England Holding Limited Partnership
SportsChannel New York Holding Partnership/7/
VI-3
SportsChannel Ohio Associates
SportsChannel Ohio Holding Corporation
SportsChannel Prism/Chicago Holding Partnership
SportsChannel Ventures, Inc./7/
Suffolk Cable Corporation/3/
Suffolk Cable of Shelter Island, Inc./3/
Suffolk Cable of Smithtown, Inc./3/
Telerama, Inc./3/
The Racing Network, Inc./7/
The Singles Network, Inc/7/
* VC Holding, Inc./9/
V-C Mo. G.P., Inc./9/
V Cable GP, Inc./9/
* V Cable, Inc./10/
WKNR, Inc.
___________
1. All of the shares of A-R Cable Investments, Inc. are pledged to Warburg,
Xxxxxx Investors, L.P. ("Warburg") under the terms of a Pledge Agreement
between the CSC and Warburg, dated as of May 11, 1992.
2. All of the shares of AMC Productions, Inc. are pledge to Toronto-Dominion
under the terms of a Stock Pledge Agreement, dated as of June 26, 1992,
among American Movie Classic Holding Company and Toronto-Dominion (Texas),
Inc. as agent for the Banks.
3. All of the shares of capital stock or partnership interest (as the case may
be) of Arsenal MSub 2, Inc., Arsenal MSub 7, Inc., Cablevision Systems Ohio
Investment Corporation, Cablevision of Geauga County, Cablevision of Ohio,
Ltd. Cablevision of the Midwest Holding Co., Inc., Cablevision of the
Midwest, Inc., Complexicable of Cuyahoga Valley, Ltd. Ohio Cablevision
Investors, Ltd., Petra Cablevision Corp., Samson Cablevision Corp.,
Shamrock Cable Corporation, Shamrock Cable of Brooklyn, Inc., Shamrock
Cable of Hinckley, Inc., Shamrock Cleveland Cablevision, L.P., Shamrock
Cuyahoga County Cablevision Associates, L.P., Shamrock Ohio Cablevision
Associates, L.P., Space Cable of Ohio, Ltd., Space Center of Strongsville,
Ltd., Suffolk Cable Corporation, Suffolk Cable of Shelter Island, Inc.,
Suffolk Cable of Smithtown, Inc. and Telerama, Inc. are pledged to GECC
under the terms of a Newco Group Pledge Agreement, dated as of December 31,
1992, among VC Holding, Inc., the direct and indirect subsidiaries of VC
Holding, Inc. and GECC.
VI-41
4. All of the shares of CSC Gateway Corporation are pledged pursuant to a
Security Agreement between Cablevision of Newark and Toronto-Dominion Bank
Trust Company, dated as of April 15, 1992.
5. All of the shares of Cablevision MFR, Inc. are held by NationsBank of
Texas, N.A. under the terms of a Safekeeping Agreement between Cablevision
Systems Corporation and NationsBank of Texas, N.A. dated as of August 8,
1994.
6. All of the shares Cablevision of Monmouth, Inc. and Cablevision of Xxxxxx
County, Inc. (f/k/a Cablevision of Riverview, Inc.) are pledged under the
terms of the Pledge Agreement between Cablevision MFR, Inc. and NationsBank
of Texas, N.A., dated as of August 8, 1994.
7. All of the capital stock of partnership interest (as the case may be) of
Garden L.P. Holding Corp., Rainbow Advertising Sales Corporation, The
Singles Network, Inc., The Racing Network, Inc., Neighborhood News
Holdings, Inc., News 12 Holding Corporation, Rainbow CT Holdings, Inc.,
Rainbow NJ Holdings, Inc., Rainbow Travel, Inc., Rainbow Westchester
Holdings, Inc., Sportschannel Associates Holding Corporation, SportsChannel
Ventures, Inc., SportsChannel Associates, SportsChannel New York Holding
Partnership, Rainbow News 12 Company and Rainbow Program Enterprises are
pledged to Toronto-Dominion under the terms of a Borrower Pledge Agreement,
dated as of January 27, 1995, among Rainbow Programming Holdings, Inc.,
Toronto-Dominion (Texas), Inc. as administrative agent for the Co-Agents
and the Banks.
8. All of the shares of Rainbow Programming Holdings, Inc. are pledged to
Toronto-Dominion under the terms of the Stock Pledge Agreement among
Cablevision Systems Corporation, Toronto-Dominion (Texas), Inc. as
administrative agent and the Banks.
9. All of the shares of capital stock of VC Holding, Inc., V-C Mo. G.P., Inc.
and V Cable GP, Inc. are pledged to GECC under the terms of a V Cable Group
Pledge Agreement, dated as of December 31, 1992 among V Cable, Inc., V-C
Mo. G.P., Inc., and GECC. 81% of the capital stock of VC Holding, Inc. is
owned by V Cable, Inc.
10. All of the shares of Common Stock of V Cable, Inc. are pledged to GECC
under the terms of a CSC Non-Recourse Guaranty and Pledge Agreement between
the Company and GECC, dated as of December 31, 1992.
