EXCHANGE AGREEMENT
EXECUTION
COPY
Exhibit B
This Exchange Agreement (this “Agreement”) is made and entered into as of May 2, 2007,
among Central Park Holding Company, LLC, a Delaware limited liability company (“Family
LLC”), and the stockholders (“Stockholders”) of Cablevision Systems Corporation (the
“Company”) listed on Annex A attached hereto.
WHEREAS, concurrently with the execution and delivery of this Agreement, Family LLC, Central
Park Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Family LLC
(“MergerCo”), and the Company are entering into an Agreement and Plan of Merger (as the
same may be amended, modified or supplemented from time to time, the “Merger Agreement”),
which provides, among other things, for the merger of MergerCo with and into the Company, with the
Company surviving as a wholly-owned subsidiary of Family LLC (the “Merger”);
WHEREAS, as of the date hereof, each Stockholder is the beneficial owner of, and has the sole
or shared right to vote and dispose of, that number of shares of Class A common stock, par value
$0.01 per share, of the Company (“Class A Stock”) and that number of shares of Class B
common stock, par value $0.01 per share, of the Company (“Class B Stock” and together with
Class A Stock, “Common Stock”), set forth opposite such Stockholder’s name on Annex A
hereto;
WHEREAS, subject to the conditions set forth herein, immediately prior to the Effective Time
(i) each Stockholder desires to exchange that number of shares of Common Stock set forth
opposite such Stockholder’s name on Annex A hereto (such Stockholder’s “Rollover Shares”),
and (ii) Family LLC desires to issue to such Stockholder, in exchange (the
“Exchange”) for such Rollover Shares, limited liability company interests in Family LLC
(“Family LLC Units”) as set forth opposite each Stockholder’s name on Annex A hereto.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and
warranties contained herein, the parties hereto agree as follows:
1. Share Exchange.
(a) Immediately prior to the Effective Time (as defined in the Merger Agreement), each
Stockholder will assign, transfer, convey and deliver such Stockholder’s Rollover Shares to
Family LLC and, in exchange for such Rollover Shares, Family LLC shall issue and deliver to
such Stockholder the number of Family LLC Units set forth opposite such Stockholder’s name
on Annex A. If any Rollover Shares are held in “street name” by the Stockholder, such
Stockholder agrees to arrange for appropriate transfer to Family LLC hereunder.
(b) In the event that the Exchange is consummated but the Merger Agreement is
terminated in accordance with its terms, then the Exchange will be void ab initio and
deemed not to have occurred and each Stockholder will deliver to Family LLC the number of
Family LLC Units received by such Stockholder pursuant to paragraph (a) of this Section 1
and Family LLC will deliver to each Stockholder the Rollover Shares previously delivered by
such Stockholder to Family LLC.
2. Closing.
(a) The closing of the transactions contemplated by this Agreement (the “Exchange
Closing”) will take place at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, immediately prior to the Closing (as defined in the Merger
Agreement).
(b) At the Exchange Closing, each Stockholder will deliver to Family LLC stock
certificates duly endorsed for transfer to Family LLC, or accompanied by stock powers duly
endorsed in blank, and representing each such Stockholder’s Rollover Shares, and Family LLC
will reflect on its books and records such Stockholder’s ownership of the number of Family
LLC Units set forth opposite such Stockholder’s name on Annex A.
3. Representations and Warranties of the Investors. Each Stockholder represents and
warrants, severally but not jointly, as follows:
(a) Binding Agreement. Each Stockholder has the capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby. Such
Stockholder has duly and validly executed and delivered this Agreement and this Agreement
constitutes a legal, valid and binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
(b) Ownership of Shares. Such Stockholder is the “beneficial owner” (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning
will apply for all purposes of this Agreement) of, and has the sole or shared power to vote
and dispose of the number of shares of Common Stock set forth opposite such Stockholder’s
name in Annex A hereto, free and clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of whatever nature and free of any
other limitation or restriction (including any restriction on the right to vote, sell or
otherwise
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dispose of such shares), except as may exist by reason of this Agreement, any margin
loan, any agreement among the Stockholders or pursuant to applicable law. Except as
provided for in this Agreement, there are no outstanding options or other rights to acquire
from such Stockholder, or obligations of such Stockholder to sell or to dispose of, any of
such shares.
(c) No Conflict. Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the performance of such
Stockholder’s obligations hereunder will (a) result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation, or acceleration) under any contract, agreement,
instrument, commitment, arrangement or understanding to which such Stockholder is a party,
or result in the creation of a security interest, lien, charge, encumbrance, equity or
claim with respect to such Stockholder’s Rollover Shares, or (b) require any
material consent, authorization or approval of any person, entity or governmental entity,
or (c) violate or conflict with any writ, injunction or decree applicable to such
Stockholder or such Stockholder’s Rollover Shares.
(d) Accredited Investor. Such Stockholder is an “accredited investor” as such
term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).
(e) Investor’s Experience. (A) Such Stockholder’s financial situation
is such that the Stockholder can afford to bear the economic risk of holding the Family LLC
Units to be received by such Stockholder, (B) such Stockholder can afford to suffer
complete loss of his investment in such Family LLC Units, and (C) such
Stockholder’s knowledge and experience in financial and business matters are such that the
Stockholder is capable of evaluating the merits and risks of the Stockholder’s investment
in such Family LLC Units.
(f) Investment Intent. Such Stockholder is acquiring Family LLC Units solely
for the Stockholder’s own account for investment and not with a view to or for sale in
connection with any distribution thereof. The Stockholder agrees that the Stockholder will
not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise
dispose of any Family LLC Units (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of the Family LLC Units), except in compliance with
(i) the Securities Act and the rules and regulations of the Securities and Exchange
Commission thereunder, (ii) applicable state and non-U.S. securities or “blue sky”
laws and (iii) the provisions of this Agreement and any other agreement entered
into among the Stockholders.
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4. Conditions Precedent. The obligations of each Stockholder to consummate the
transactions contemplated hereby are subject to the conditions set forth in Article VI of the
Merger Agreement being satisfied or waived by the Company or Family LLC, as the case may be.
5. Certain Approvals. Family LLC shall not agree to any material amendment to the
Merger Agreement, including, without limitation, any increase in the Merger Consideration (as
defined in the Merger Agreement), or the Commitment Letter (as defined in the Merger Agreement)
without the consent of the holders of two-thirds of the aggregate number of shares of Common Stock
set forth on Schedule A.
6. Operating Agreement. Simultaneously with the Closing (as defined in the Merger
Agreement), the Stockholders, including Xxxxxxx X. Xxxxx in his capacity as a Stockholder and the
sole member of Family LLC, shall enter into an Amended and Restated Limited Liability Company
Agreement of Family LLC, substantially on the terms contained in Annex B hereto.
7. Miscellaneous.
(a) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or sent by
telecopy, overnight courier service or by registered or certified mail (postage prepaid,
return receipt requested), to any Stockholder at the address of such Stockholder set forth
on Annex A (or at such other address as shall be specified by such Stockholder by like
notice) and to Family LLC at the following addresses or at such other address as shall be
specified by Family LLC by like notice:
to:
Central Park Holding Company, LLC
c/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
c/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
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with a copy to (which shall not constitute notice):
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
(b) Binding Effect; Benefits. This Agreement will be binding upon the
successors, heirs, executors and administrators of the parties hereto. Nothing in this
Agreement, express or implied, is intended or will be construed to give any person other
than the parties to this Agreement and their respective successors or permitted assigns any
legal or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein. No party will have liability for any breach of any
representation or warranty contained herein, except for any knowing or intentional breach
thereof.
(c) Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement executed by all
of the parties hereto.
(d) Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof will be assignable by any Stockholder
without the prior written consent of Family LLC.
(e) Governing Law. This Agreement shall be governed by and construed in
accordance with the Laws of the State of Delaware, regardless of the Laws that might
otherwise govern under applicable principles of conflicts of laws thereof, except to the
extent that mandatory provisions of federal law apply. Each of the Parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the courts of the State of Delaware and any appellate court thereof, in any
action or proceeding arising out of or relating to this Agreement or the agreements
delivered in connection herewith or the transactions contemplated hereby or thereby or for
recognition or enforcement of any judgment relating thereto, and each of the Parties hereby
irrevocably and unconditionally (a) agrees not to commence any such action except
in such court, (b) agrees that any claim in respect of any such action or
proceeding may be heard and determined in such Delaware state court, (c) waives, to
the fullest extent it may legally and effectively do so any objection which it may now or
hereafter have to venue of any such action or proceeding in any such Delaware state court,
and (d) waives, to the fullest extent permitted by Law, the defense of any
inconvenient forum to the maintenance of such action or proceeding in any such Delaware
state court. Each of the Parties hereto agrees that a final judgment in
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any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the
Parties to this Agreement irrevocably consents to service of process in any such action or
proceeding in the manner provided for notices in Section 7(a) of this Agreement;
provided, however, that nothing in this Agreement shall affect the right of
any Party to this Agreement to serve process in any other manner permitted by Law.
(f) Counterparts. This Agreement may be executed by facsimile and in two or
more counterparts, each of which will be deemed to be an original, but all of which
together will constitute one and the same instrument.
(g) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement will nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions contemplated
herein are not affected in any manner materially adverse to any party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in a mutually acceptable
manner.
(h) Waiver. Any party to this Agreement may waive any condition to their
obligations contained herein.
(i) Termination. This Agreement will terminate on the earliest to occur of
(i) the termination of the Merger Agreement in accordance with its terms and
(ii) the consummation of the Merger pursuant to the Merger Agreement. Termination
will not relieve any party from liability for any intentional breach of its obligations
hereunder committed prior to such termination.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| CENTRAL PARK HOLDING COMPANY, LLC | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: Xxxxxxx X. Xxxxx | ||||
| Title: President | ||||
| /s/ Xxxxxxx X. Xxxxx | ||
| Xxxxxxx X. Xxxxx | ||
| /s/ Xxxxx X. Xxxxx | ||
| Xxxxx X. Xxxxx | ||
| /s/ Xxxxxx X. Xxxxx | ||
| Xxxxxx X. Xxxxx | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Xxxxxxx X. Xxxxx | ||
| /s/ Xxxxxxx X. Xxxxx-Xxxxxxx | ||
| Xxxxxxx X. Xxxxx-Xxxxxxx | ||
| /s/ Xxxxxxxx Xxxxx Xxxxx | ||
| Xxxxxxxx Xxxxx Xxxxx |
| /s/ Xxxxxxxx Xxxxx | ||
| Xxxxxxxx Xxxxx, individually and as a Trustee of the Xxxxx Grandchildren Trust, the DC James Trust, the XX Xxxxxx Trust, the DC Patrick Trust, the DC Xxxxxxxx Trust, the DC Xxxxxxxx Trust, the DC Xxxxxxx Trust, the CFD Trust No. 1, the CFD Trust No. 2, the CFD Trust No. 3, the CFD Trust No. 4, the CFD Trust No. 5 and the CFD Trust No. 6 and as Trustee of the Xxxxxxx Xxxxx 1989 Trust, the Xxxx Xxxxx 1989 Trust and the Xxxx Xxxxx 1989 Trust | ||
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx, not individually, but solely as a Trustee of the Xxxxx Grandchildren Trust, the DC James Trust, the DC Xxxxxxxx Trust, the CFD Trust No. 1 and the CFD Trust No. 6 | ||
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx, not individually, but solely as a Trustee of the DC Xxxxxxx Trust, the DC Patrick Trust, the CFD Trust No. 2 and the CFD Trust No. 4 | ||
| /s/ Xxxxxxx X. Xxxxx | ||
| Xxxxxxx X. Xxxxx, not individually, but solely as a Trustee of the DC Xxxxxxxx Trust, the XX Xxxxxx Trust, the CFD Trust No. 3 and the CFD Trust No. 5 |
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| /s/ Xxxxxxxx X. Xxxxx | ||
| Xxxxxxxx X. Xxxxx, not individually, but solely as a Trustee of the Xxxxxxx X. Xxxxx 2001 Family Trust | ||
| /s/ Xxxxx X. Xxxxx | ||
| Xxxxx X. Xxxxx, not individually, but solely as a Trustee of the Xxxxxxx X. Xxxxx 2001 Family Trust |
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Annex A
| Name and Address of Investor | Rollover Shares | Family LLC Units | ||||
Xxxxxxx X. Xxxxx 000 Xxxx Xxxx Xxxx Xxxxxx Xxx, XX 00000 |
25,742,734 | 25,742,734 | ||||
Xxxxx X. Xxxxx c/o JLD Family Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
215,958 | 215,958 | ||||
Xxxxxxx X. Xxxxx 00 Xxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 |
75,490 | 75,490 | ||||
Xxxxxx X. Xxxxx c/o Cablevision Systems Corporation 0000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
122,668 | 122,668 | ||||
Xxxxxxxx X. Xxxxx 00X Xxxxxx Xxxx Xxxxxxx, XX 00000 |
6,381 | 6,381 | ||||
Xxxxxxx X. Xxxxx-Xxxxxxx 00 Xxxx Xxxx Xxxx Xxxxxx Xxx, XX 00000 |
6,381 | 6,381 | ||||
Xxxxxxxx Xxxxx Xxxxx 00 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, XX 00000 |
6,381 | 6,381 | ||||
Xxxxx Grandchildren Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,600 | 1,600 | ||||
| Name and Address of Investor | Rollover Shares | Family LLC Units | ||||
DC James Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,934,443 | 1,934,443 | ||||
DC Patrick Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,878,085 | 1,878,085 | ||||
XX Xxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,934,443 | 1,934,443 | ||||
DC Xxxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,934,443 | 1,934,443 | ||||
DC Xxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,934,443 | 1,934,443 | ||||
DC Xxxxxxxx Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,878,085 | 1,878,085 | ||||
CFD Trust No. 1 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,932,937 | 1,932,937 | ||||
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| Name and Address of Investor | Rollover Shares | Family LLC Units | ||||
CFD Trust No. 2 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,932,937 | 1,932,937 | ||||
CFD Trust No. 3 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,876,579 | 1,876,579 | ||||
CFD Trust No. 4 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,857,434 | 1,857,434 | ||||
CFD Trust No. 5 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,932,938 | 1,932,938 | ||||
CFD Trust No. 6 c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
1,932,938 | 1,932,938 | ||||
Xxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
60,627 | 60,627 | ||||
Xxxxxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
60,627 | 60,627 | ||||
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| Name and Address of Investor | Rollover Shares | Family LLC Units | ||||
Xxxx Xxxxx 1989 Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
60,627 | 60,627 | ||||
Xxxxxxx X. Xxxxx 2001 Family Trust c/o Dolan Family Xxxxxx 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Xx. |
7,809,110 | 7,809,110 | ||||
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