MASTER REORGANIZATION AGREEMENT
This MASTER REORGANIZATION AGREEMENT (this "Agreement"), dated
March 3, 1998, among CSC Parent Corporation (to be renamed, Cablevision Systems
Corporation), a Delaware corporation ("Cablevision"), and Cablevision Systems
Corporation (to be renamed CSC Holdings, Inc.), a Delaware corporation and a
wholly owned subsidiary of Cablevision ("CSC Holdings").
WHEREAS, pursuant to an Amended and Restated Contribution and
Merger Agreement (the "Contribution and Merger Agreement"), dated as of June 6,
1997, by and among CSC Holdings, Cablevision, CSC Merger Corporation, a Delaware
corporation, and TCI Communications, Inc., a Delaware corporation ("TCI"),
Cablevision will, among other things, acquire the Acquired Assets and the
Contributed Subsidiary Capital Stock and assume the Assumed Liabilities in the
Contribution;
WHEREAS, Cablevision may restructure the operations of
Cablevision and its Subsidiaries as set forth herein;
WHEREAS, the parties to this Agreement have agreed in the
Contribution and Merger Agreement that they shall not take or cause to be taken
any action, whether before or after the Effective Time, that would cause the
Merger, the Contribution or, if applicable, the Partnership Contribution not to
qualify as an exchange governed by Section 351 of the Code; and further thereto,
the parties hereto have no plan or intention to engage in any transaction,
including the Reorganization, that would cause the Merger, the Contribution or
the Partnership Contribution not to qualify as an exchange governed by Section
351 of the Code;
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1. Specific Definitions. The following terms shall
have the meaning set forth or referenced below. Any capitalized terms used but
not specifically defined in this Agreement shall have the meaning set forth in
the Contribution and Merger Agreement.
"First-Tier Reorganization" means a reorganization in
accordance with the terms of Article II.
"Reorganization" means the First-Tier Reorganization and the
Second-Tier Reorganization.
"Second-Tier Reorganization" means a reorganization in
accordance with the terms of Article III.
ARTICLE II
FIRST-TIER REORGANIZATION
2.1. Terms of First-Tier Reorganization. Cablevision shall,
after the Effective Time but subject to the satisfaction or waiver of the
conditions set forth in Section 4.1, effect and cause to be effected the
First-Tier Reorganization effective as of the time and dates and in the
chronological order set forth on Schedule 1.
ARTICLE III
SECOND-TIER REORGANIZATION
3.1. Terms of Second-Tier Reorganization. Cablevision and CSC
Holdings may, if Cablevision so elects after the Effective Time but subject to
the satisfaction or waiver of the conditions set forth in Article IV, effect and
cause to be effected the Second-Tier Reorganization effective as of the times
and dates and in the chronological order set forth on Schedule 2 or at such
other times, dates and order as Cablevision may designate.
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ARTICLE IV
CONDITIONS PRECEDENT
4.1. Conditions to the Reorganization. The Reorganization
shall be subject to the satisfaction (or waiver by Cablevision and CSC Holdings)
of the following conditions:
(a) Completion of the Contribution. The Contribution
Closing shall have occurred.
(b) No Injunctions or Restraints; Illegality. No
temporary restraining order, preliminary or permanent injunction or
other order issued by any court of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the
Reorganization shall be in effect. There shall not be any action
taken, or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the Reorganization, which makes the
consummation of the Reorganization illegal.
4.2. Conditions to the Second-Tier Reorganization. The
Second-Tier Reorganization shall be subject to the satisfaction of the following
conditions:
(a) Timing; Internal Revenue Service Ruling. Either (i) an
amount of time equal to one-year from the Contribution Closing shall
have elapsed or (ii) Cablevision or CSC Holdings shall have obtained a
ruling from the Internal Revenue Service to the effect that the
transactions in the Second-Tier Reorganization will not cause the
Contribution and the Merger not to qualify as an exchange governed by
Section 351 of the Code; and
(b) The First-Tier Reorganization. The First-Tier
Reorganization shall have been consummated.
ARTICLE V
MISCELLANEOUS
5.1. Termination. This Agreement may be terminated at any
time by an instrument executed by
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Cablevision and CSC Holdings. In the event of termination of this Agreement,
this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of Cablevision or CSC Holdings or their respective
officers or directors.
5.2. Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when all counterparts have been signed by each of the
parties and delivered to all the other parties, it being understood that all
parties need not sign the same counterpart.
5.3. Entire Agreement. The Contribution and Merger Agreement
and this Agreement (including the documents and the instruments referred to
herein and therein) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.
5.4. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws applied under the Contribution and Merger
Agreement.
5.5. Third-Party Beneficiaries. This Agreement shall not be
construed to accrue any benefits, rights or privileges to any Person other than
the parties to this Agreement.
5.6. Amendment. This Agreement may be amended by the mutual
written agreement of the parties hereto.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be signed by their respective officers as of the date first above written.
CABLEVISION SYSTEMS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President,
General Counsel and
Secretary
CSC PARENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President,
General Counsel and
Secretary
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SCHEDULE 1
CONTRIBUTED SUBSIDIARY CAPITAL
STOCK/ACQUIRED ASSETS/ASSUMED DATE AND TIME
LIABILITIES TRANSFEROR TRANSFEREE OF TRANSFER
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1. .11% Interest in TKR Cable Company Parent CSC TKR, Inc. 3/4/98 at*
2. 99.89% Interest in TKR Cable Parent CSC TKR, Inc. 3/4/98 at*
Company
3. 52.05% Interest in KRC/CCC Parent CSC TKR, Inc. 3/4/98 at*
Investment Partnership
4. 52.05% Interest in KRC/CCC CSC TKR, CSC TKR I, 3/4/98 at**
Investment Partnership Inc. Inc.
5. 47.95% Interest in KRC/CCC Parent CSC TKR, Inc. 3/4/98 at*
Investment Partnership
6. Acquired Assets and Assumed Parent Cablevision 3/4/98 at*
Liabilities relating to the Oakland of Oakland,
and Franklin Lakes, New Jersey Inc.
Asset Contributed Systems***
7. Acquired Assets and Assumed Parent Cablevision 3/4/98 at*
Liabilities relating to the of
Brookhaven, New York Asset Brookhaven,
Contributed System*** Inc.
8. Certain Acquired Assets and Assumed Parent Cablevision 3/4/98 at*
Liabilities relating to the of Xxxxxxxxx,
Paterson, New Jersey Asset Inc.
Contributed System***
9. Remaining Acquired Assets and Parent Cablevision 3/4/98 at*
Assumed Liabilities relating to the of Xxxxxxxxx,
Paterson, New Jersey Asset Inc.
Contributed System and the Acquired
Assets and Assumed Liabilities
relating to the Allamuchy, New
Jersey Asset Contributed System***
--------
* Immediately upon receipt by Parent pursuant to the transfers under the
Contribution and Merger Agreement.
** Immediately upon receipt by CSC TKR, Inc. from Parent pursuant to the
transfer under the set forth in 2 above.
*** Transfer including a transfer of certain rights to receive Acquired Assets
(and obligations to assume Assumed Liabilities) relating to the respective
Asset Contributed Systems being transferred as contemplated by Section 3.6
of the Contribution and Merger Agreement.
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SCHEDULE 2
TRANSFERRED
SUBSIDIARY TRANSFEROR TRANSFEREE
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UA-Columbia Cablevision Systems CSC Holdings, Inc.
Cablevision of Corporation
Westchester, Inc.
Cablevision of Cablevision Systems CSC Holdings, Inc.
Brookhaven, Inc. Corporation
Cablevision of Cablevision Systems CSC Holdings, Inc.
Xxxxxxxxx, Inc. Corporation
Cablevision of Cablevision Systems CSC Holdings, Inc.
Oakland, Inc. Corporation
CSC TKR, Inc. Cablevision Systems CSC Holdings, Inc.
Corporation
All of the Cablevision Systems CSC Holdings, Inc.
outstanding capital Corporation
stock held by
Cablevision Systems
Corporation in The
Cable Television
Network of New
Jersey, Inc.
Rainbow Media CSC Holdings, Inc. Cablevision Systems
Holdings, Inc. Corporation
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