TRANSFER CONSENT AGREEMENT
Exhibit 3.8
THIS TRANSFER CONSENT AGREEMENT is made this ___day of ___, 2010 by and among: (i) the
NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association not-for-profit
(the “NHL”); (ii) MADISON SQUARE GARDEN, L.P., a Delaware limited partnership
(“MSG”), MSG EDEN CORPORATION, a Delaware corporation (“Eden”), RAINBOW GARDEN
CORP., a Delaware corporation (“Rainbow Garden”), REGIONAL MSG HOLDINGS LLC, a Delaware
limited liability company (“RMSG”), MADISON SQUARE GARDEN, INC., a Delaware corporation
(“MSG Inc.”) (the entities listed in this clause (ii) are referred to collectively as the
"Club Parties”); and (iii) CABLEVISION SYSTEMS CORPORATION, a Delaware corporation
(“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company (“CSC”), RAINBOW
MEDIA HOLDINGS LLC, a Delaware limited liability company (“RMH”), RRH I, LLC, a Delaware
limited liability company (“RRHI”), RRH II, LLC, a Delaware limited liability company
(“RRHII”), Rainbow Regional Holdings LLC, a Delaware limited liability company
(“RRHLLC”), and Regional Programming Partners (“RPP”), a New York general
partnership (the entities listed in this clause (iii) are referred to collectively as the
"Transferring Parties”, and together with the Club Parties, the “Transaction
Parties”).
Background
(a) MSG owns all of the assets comprising the New York Rangers hockey club (the
"Rangers”).
(b) Pursuant to a Distribution Agreement dated ___, 2009 (the “Distribution
Agreement”) between Cablevision and MSG Inc., Cablevision has agreed to distribute on the date
hereof to the holders of its common stock all of the outstanding shares of MSG Inc. such that all
of the holders of record of Class A common stock and Class B common stock of Cablevision will
receive a proportionate number of shares of Class A common stock and Class B common stock,
respectively, of MSG Inc. (the “Distribution”). Prior to the Distribution, (i) MSG Inc.
will be formed as a direct wholly-owned subsidiary of RPP, (ii) RRHI, RRHII and RRHLLC will be
dissolved, and (iii) RPP will distribute all of the outstanding shares of MSG Inc. to RMH, which
will distribute those shares to CSC, which will then distribute those shares to Cablevision. (The
transactions described in this paragraph (b), including the Distribution, are referred to
collectively as the “Proposed Transactions”.)
(c) On the date hereof, after giving effect to the Proposed Transactions: (i) Eden, as sole
general partner, directly owns a .32% partnership interest in MSG; (ii) RMSG, as sole limited
partner, directly owns a 99.68% partnership interest in MSG; (iii) all of the outstanding capital
stock of Eden is directly owned by Rainbow Garden; (iv) all of the outstanding capital stock of
Rainbow Garden and all of the outstanding membership interests of RMSG are directly owned by MSG
Inc.; (v) except as set forth on Schedule 1A and in paragraph (d) below, to the knowledge of the
Transaction Parties, no person or entity owns more than 5% of the capital stock of MSG Inc.; and
(vi) the Transferring Parties no longer own any direct or indirect interest in MSG or the Rangers.
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NOW, THEREFORE, in consideration of the foregoing premises and the representations,
warranties, covenants and agreements set forth herein, and subject to the following terms and
conditions, it is agreed as follows:
1. Ownership, Control.
(a) The Club Parties represent, warrant and covenant to the NHL that Xxxxx Xxxxx is the
Governor of the Rangers and the Executive Chairman of MSG Inc., and he is responsible for and has
the authority to manage the business and affairs of the Rangers and each Club Party, subject to
certain prior approvals of the board of directors of MSG Inc. as required by law.
(b) Notwithstanding any provision in any other agreement which may be to the contrary, the NHL
Entities and Member Clubs may rely upon as binding upon the Rangers and each Club Party any action
of the Governor and each Alternate Governor of the Rangers with respect to any communication,
agreement, understanding, action, consent or other transaction with or concerning any NHL Entity or
the Member Clubs.
(c) Each Club Party acknowledges and agrees that:
(i) The ownership of
the NHL franchise known as the New York Rangers (the
“Franchise”), any proposed transfer of the location of the Franchise and any
proposed Transfer (as defined below) of the assets of, or any direct or indirect ownership interest in,
MSG are subject to the NHL Constitution and Agreements (as defined below), including
this Transfer Consent Agreement. Without limiting the foregoing, subject to Section
1(c)(ii)(D), any Transfer of the assets of, or a direct or
indirect ownership interest in, any of the Club Parties shall be subject to and
conditioned upon approval of the NHL pursuant to Article 3.5 of the NHL Constitution
(attached hereto as Annex A), unless otherwise provided in the NHL Constitution and
Agreements, provided, that: (A) it is acknowledged and agreed that shares of
MSG Inc. common stock held by members of the family of Xxxxxxx X. Xxxxx
(“Xxxxx”), members of Xxxxx’x family or trusts for the benefit of members of
Xxxxx’x family (the “Family Trusts”) shall be deemed to be held by Xxxxx for
the purposes of this Transfer Consent Agreement and the NHL Constitution and
Agreements and nothing herein or therein shall restrict transfers of such common
stock between Xxxxx and such Family Trusts or such family members or among such
Family Trusts or family members, (B) Xxxxx, members of his family and his Family
Trusts may pledge stock of MSG Inc. owned by them as collateral for loans made to
them, provided that, in the event that if after giving effect to the Transfer
of all of the stock subject to any such pledges Xxxxx, members of his family and
Family Trusts would own in the aggregate less than 51% of the voting power of MSG
Inc., then the
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pledgees and pledgors with respect to all such pledges shall have executed and
delivered to the NHL a lender letter agreement in a form prescribed by the NHL, and
(C) the Transfer of the stock of MSG Inc. shall not be deemed to be a transfer of a
controlling interest in MSG Inc. for purposes of Article 3.5 of the Constitution to
the extent that, following any such Transfer, Xxxxx and his family and Family Trusts
have the right in the aggregate to elect a majority of the board of directors of MSG
Inc. MSG Inc. shall be considered a “member” for purposes of Section 3.5 of the NHL
Constitution as currently constituted (which shall govern the Transfer of MSG Inc.
common stock for so long as MSG Inc. is a publicly traded company and it owns the
Rangers and Section 3.5 is so constituted).
(ii) Without limiting the provisions of subsection (i) above, and except as
specifically set forth in (i) above, each Club Party acknowledges and agrees that
each of the below listed actions are subject to the approval of the NHL and,
accordingly, any such actions taken but not approved by the NHL shall subject the
Club Parties and the Franchise to all remedies and rights which may be enforced by
the NHL or its Member Clubs (as defined below):
| (A) | MSG to change its status as a Delaware limited partnership, RMSG to change its status as a Delaware limited liability company, or Rainbow Garden, Eden or MSG Inc. to change their respective statuses as Delaware corporations; | ||
| (B) | any Club Party to liquidate or dissolve or Transfer a substantial part of its assets to another entity, if such assets include an interest in the Franchise; | ||
| (C) | a change in the general partner of MSG or a change in control of MSG, whether or not presently provided in the Agreement of Limited Partnership of MSG; | ||
| (D) | except as set forth in Section 1(c)(i) or as may otherwise be specifically authorized by this Transfer Consent Agreement, any transaction that will result in a change, directly or indirectly, in the ownership of the Rangers or any Club Party, to the extent such change would constitute a transfer of a membership or ownership interest in a Member Club under Article 3.5 of the NHL Constitution. The parties acknowledge and agree that any transfer of a direct ownership interest in MSG Inc. is subject to compliance with the NHL Constitution and Agreements and that to the extent required by the NHL Constitution and Agreements they shall use reasonable efforts to obtain the NHL’s prior approval of such transactions whenever practicable; provided, however, that, notwithstanding |
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| anything to the contrary contained in this Transfer Consent Agreement, any such transfer effectuated without the NHL’s prior written consent (if such consent is required under the NHL Constitution and Agreements) and for which such consent is not granted within 30 days after such transfer by the NHL, will subject MSG and the Franchise, as the NHL’s sole remedy against the Club Parties, to any and all rights and remedies that the NHL may have against MSG and/or the Franchise in connection with a material breach by any Club Party of the NHL Constitution and Agreements, including without limitation, those enumerated in Section 3(g) below. The Club Parties agree to be bound by any decision of the NHL and its Member Clubs, and any actions taken by the NHL or its Member Clubs, in connection with the exercise of the NHL’s rights and remedies as contemplated by this Section in respect of such decision not to approve any person or entity to whom any direct ownership interest in MSG Inc. is transferred without the NHL’s written consent (if such consent is required under the NHL Constitution and Agreements) (a “Transferee”) as a holder of an ownership interest in a Member Club. The Affiliated NHL Parties shall be entitled to indemnification in accordance with Section 2 hereof with respect to all Losses arising out of any claim by a Transferee, any Transaction Party or any affiliate of a Transaction Party with respect to the NHL’s and its Member Clubs’ decision not to approve such Transferee as a holder of an ownership interest in a Member Club or any actions taken by the NHL or its Member Clubs in connection with the exercise of its remedies contemplated by this Section in respect of such decision not to approve such Transferee. The parties hereto agree that the failure to obtain the approval of the NHL and/or its Member Clubs for any transfer described in this Section will not in and of itself affect the ability of the transferor to convey good title to the shares transferred. The NHL further agrees that it shall not seek to enjoin any sale of stock of MSG Inc., provided that the NHL may seek injunctive or other relief to prevent such transferee from exercising dominion or control directly or indirectly over MSG or the assets of the Rangers. |
(iii) The foregoing covenants apply and shall be enforceable notwithstanding any
provision of any document or instrument to the contrary.
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(d) Each of the Club Parties (other than MSG Inc.) agrees that its stock, limited liability
company or partnership certificate or other document evidencing ownership in such entity, if any,
will bear a legend substantially as follows:
| “The transfer, pledge or other disposition of [this limited partnership interest] [this limited liability company interest] [the stock reflected by this certificate] is subject to the approval and consent of the National Hockey League pursuant to the NHL Constitution and Bylaws and a certain Transfer Consent Agreement dated ___, 2010 with the NHL.” |
(e) For the purposes of this Transfer Consent Agreement:
(i) “NHL Constitution and Agreement” means, : (A) the NHL Constitution, (B) the NHL By-laws,
(C) the governing documents of each of the NHL, NHL Enterprises, L.P., NHL Enterprises Canada,
L.P., NHL Enterprises, Inc., National Hockey League Enterprises Canada, Inc., NHL Enterprises B.V.,
Intra-Continental Ensurers, Limited, any entity that may be formed by the NHL member clubs (the
"Member Clubs”) generally after the date of this Transfer Consent Agreement, and each of
their respective affiliates and subsidiaries (together with the NHL, the “NHL Entities”),
(D) the rules, regulations, memoranda, resolutions, policies, procedures, interpretations and
directives of the governing body of each of the NHL Entities (including, without limitation, the
NHL Board of Governors) and the NHL Commissioner (the “Commissioner”), and (D) any
agreements and arrangements to which the Member Clubs generally or any of the NHL Entities are (or
after the date of this Transfer Consent Agreement may become) subject or by which they or their
assets are (or after the date of this Transfer Consent Agreement may become) bound, including,
without limitation, the current and/or future collective bargaining agreements between the NHL and
the National Hockey League Players’ Association and between the NHL and the National Hockey League
Officials’ Association and all other agreements, consent agreements, decrees, cooperation
agreements and settlement agreements presently or hereafter in effect between or among the NHL
Entities, the Member Clubs and/or third parties
(including, without limitation, this Transfer Consent Agreement and
any other consent agreement or similar agreement, to the extent not
superseded, at any time entered
into by the Transaction Parties or their affiliates); in each case as they may be
amended or adopted from time to time and including the Commissioner’s interpretation thereof and
the custom and practice thereunder.
(ii) “Transfer” means any transfer, sale, assignment, issuance, foreclosure, liquidation,
wind-up, dissolution, mortgage, hypothecation, pledge or other impairment, encumbrance or
distribution of any assets of, or direct or indirect ownership interests in, MSG or the Rangers.
2. Release
and Limitation of Liability.
(a) As partial consideration for the NHL providing the consents contained herein, each of the
Transaction Parties on their own behalf and on behalf of their successors and assigns, but not on
behalf of any other affiliate or subsidiary or in its capacity as a partner, shareholder or agent
of any such affiliate or subsidiary, hereby forever release and discharge the NHL, all of the other
NHL Entities, all of the Member Clubs (except the Rangers, but including future Member Clubs), each
of their respective predecessors, affiliates, successors and assigns, and any of their respective
past, present and future direct and indirect owners, partners, shareholders, members, managers,
directors, officers, agents, governors, trustees and employees in their respective capacities as
such (collectively, “Affiliated NHL Parties”) from (i) any and all claims, demands, causes
of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether
contractual, common-law, statutory, decisional, Canadian, United States, state, provincial, local
or otherwise) (collectively, “Claims”) that are not otherwise expressly described in
subparagraph (ii) below and that any Transaction Party and/or MSG ever had, now has or hereafter
can, shall or may have by reason of or concerning any act, omission, transaction, occurrence, rule,
regulation, resolution, policy, procedure, or directive taken, occurring, or existing at any time
up to and including the date of the execution of this Transfer Consent Agreement, relating to, or
arising from, any hockey operations or any NHL activity, including without limitation, the
performance, presentation or exploitation of any hockey game or hockey exhibition, or in respect of
the Proposed Transactions; and (ii) all of the “Released MSG Claims” as defined in paragraph 1(f)
of that certain Settlement Agreement dated March 23, 2009 (the “Settlement Agreement”) and those
Claims based on the actions, policies or practices described in items (i) through (iii) of
paragraph 1(f) of the Settlement Agreement, in each case, that exist as of the date of the
execution of this Transfer Consent Agreement or continue materially unchanged after the date of the
execution of this Transfer Consent Agreement; provided that nothing in this paragraph shall
be construed or interpreted as a release and discharge by any of the Transaction Parties of (x) any
Claims expressly reserved in the Settlement Documents (as such term is defined in the Settlement
Agreement) pursuant to paragraphs 13 and 16 of the Supplemental Agreement dated as of March 23,
2009, except that the Transaction Parties acknowledge that the actions, policies or practices
described in paragraphs 13 and 16 of such Supplemental Agreement have not changed materially
between the Effective Date of the Settlement Documents and the date of the execution of this
Transfer Consent Agreement; (y) any obligation of the NHL or any Affiliated NHL Party under any of
the Settlement Documents, or (z) any amounts due to any of the Transaction Parties from any
Affiliated NHL Parties in the ordinary course, or any amounts due or claims under agreements
executed prior to the date hereof (including, but not limited to, in respect of player
transactions). With respect to clause (i) of this paragraph, the parties agree that no inferences
shall be drawn against the Affiliated NHL Parties from the absence of a provision that the release
applies to such actions, policies or practices continuing materially unchanged after the date of
the execution of this Transfer Consent Agreement and, as such, either party shall be free to raise
any and all arguments whatsoever about the scope and/or applicability of the Court’s October 10,
2008 Opinion in Madison Square Garden, L.P. v. National Hockey League, et al., Xx. 00 XXX. 0000
(XXX) relating to the extent to which the Claims covered by clause (i) of this paragraph are
released as related to actions, policies and practices that continue materially unchanged after the
date of the execution of this Transfer Consent Agreement, provided, for clarity, that all Claims
covered by clause (i) that exist as of the date of the execution of this Transfer Consent Agreement
are released. To the extent any Affiliated NHL Party asserts a claim against any
Transaction Party then the release contained in this paragraph shall not prohibit such
Transaction Party from asserting a defense or counterclaim to that claim. Except as expressly
described herein, nothing in this paragraph shall be construed to be in derogation or as a
limitation of any rights MSG or any Affiliated NHL Party has pursuant to the Settlement Documents.
(b) Without limiting any other rights the NHL may have:
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(i) the Club Parties hereby jointly and severally agree to indemnify and hold
harmless the Affiliated NHL Parties from and against
any and all losses, obligations, claims, liabilities, fines, penalties, damages,
costs and expenses (including without limitation, reasonable costs of investigation
and settlement and attorneys’ fees, including in actions with Affiliated NHL Parties)
incurred or required to be paid by an Affiliated NHL Party (collectively,
“Losses”) arising out of, attributable to or relating to any liability or
obligation of the Club Parties under this Transfer Consent Agreement; and
(ii) the Transferring Parties hereby jointly and severally agree to indemnity
and hold harmless the Affiliated NHL Parties from and against any and all Losses
arising out of, attributable to or relating to any liability or obligation of the
Transferring Parties under this Transfer Consent Agreement.
Any NHL Affiliated Party claiming a right of indemnity hereunder shall give the indemnifying party
prompt notice of the claim, action, suit, proceeding or circumstance giving rise to the potential
Losses and shall afford the indemnifying party the opportunity to participate in the defense of
such claim, action, suit or proceeding; provided, however, that the failure of any NHL Affiliated
Party to give such prompt notice shall not affect its right to receive indemnification under the
Transfer Consent Agreement except to the extent that indemnifying party is materially and adversely
affected by the failure. No claim against either an individual Member Club or which is based
primarily on an act or omission of the Rangers for which indemnification is sought under this
paragraph will be settled without the consent of the indemnifying parties, such consent not to be
unreasonably withheld.
3. Additional Provisions.
(a) This Transfer Consent Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, including but not limited to, any
corporation or other business entity into which any party shall be merged, consolidated or
amalgamated or to which substantially all of the assets of a party shall be transferred in each
case in accordance with the NHL Constitution and Agreements. No Transaction Party may assign any
of its rights or delegate any of its duties under this Transfer Consent Agreement without the prior
written consent of the NHL. Notwithstanding anything in the
Distribution Agreement or any other material agreement relating to
the Proposed Transaction (each, a “Transaction Document”) to the contrary,
except as provided in paragraph 11 of the Settlement Agreement, any
dispute between or among the parties hereunder relating to the subject matter hereof shall be
deemed to be a dispute which shall be resolved in accordance with Section 6.3 of the NHL
Constitution and the Commissioner shall have full and exclusive jurisdiction and authority to
arbitrate and resolve such
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dispute unless the NHL shall have waived the application of Section 6.3 of the NHL
Constitution to any future agreement or relationship in a writing that refers to that provision.
Notwithstanding anything to the contrary contained in any Transaction Document, MSG shall have the right: (i) to amend,
modify, rescind or restate all governing, constitutive, operating and other agreements or documents
relating to the NHL or any other NHL Entity and any of their subsidiaries or affiliates, whether
now existing or formed in the future, and to liquidate, dissolve or merge any of those entities,
(ii) to vote in favor of any of the actions set forth in clause (i), and (iii) to invest or acquire
an interest in any entity in which NHL Member Clubs generally are investing or acquiring interests.
(b) Any notice or other communication under this Transfer Consent Agreement shall be in
writing and shall be considered given when delivered personally or sent by facsimile (with a copy
by any other means permitted for the giving of notices under this section), one (1) day after being
sent by a reputable overnight courier, or three (3) days after being mailed by registered or
certified mail, postage prepaid, return receipt requested, as follows:
If to the NHL:
|
National Hockey League | |
| 0000 Xxxxxx xx xxx Xxxxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: General Counsel | ||
| with a copy to: |
||
| Proskauer Rose LLP | ||
| 0000 Xxxxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxx X. Xxxx, Esq. | ||
If to any Club Party:
|
Xxx Xxxx Xxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: General Counsel | ||
If to any Transferring Party:
|
0000 Xxxxxxx Xxxxxx | |
| Xxxxxxxx, Xxx Xxxx 00000 | ||
| Attention: General Counsel | ||
or to such other persons or to such other addresses as the parties hereto shall designate from time
to time by like notice.
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(c) This Transfer Consent Agreement shall not be modified, supplemented, or terminated orally,
and shall be governed by the laws of the State of New York applicable to agreements made and to be
performed entirely in New York. It is acknowledged and agreed that the NHL will suffer immediate
and irreparable harm in the event of a breach of this Transfer Consent Agreement by any other party
hereto of any of its or his obligations hereunder and will not have an adequate remedy at law, and
therefore, the NHL shall in addition to any other remedy available to it at law or in equity,
except as otherwise provided herein, be entitled to temporary, preliminary and permanent injunctive
relief (except as provided in Section 1(c)(ii)(D)) and a decree for specific performance in the
event of a breach or threatened or attempted breach, without the necessity of showing any actual
damage or irreparable harm or the posting of any bond or furnishing of any other security. The
Transaction Parties also acknowledge and agree that to the extent permitted by the NHL Constitution
and Agreements (including this Transfer Consent Agreement), certain actions of only one or more of
the Transaction Parties or their respective affiliates or subsidiaries may result in the exercise
of rights and remedies against MSG or the Franchise, including, but not limited to, the involuntary
termination of the Franchise. This Transfer Consent Agreement shall be interpreted neutrally and
without regard to the party that drafted it and, in particular, no rule of construction shall be
applied as against any party hereto that would result in the resolution of an ambiguity contained
herein against the drafting party solely by reason of such party being the drafting party.
(d) This Transfer Consent Agreement may be executed in counterparts (including by facsimile or
other electronic transmission), each of which shall constitute an original, but all of which taken
together shall constitute one and the same instrument.
(e) No failure on the part of any party to exercise, and no delay of exercising, any right,
power or remedy under this Transfer Consent Agreement shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or remedy preclude any other or further exercise
thereof or of any other right, power or remedy. No waiver by any party of another party’s
compliance with the provisions of this Transfer Consent Agreement shall be effective unless set
forth in a writing signed by the party granting such waiver, and no waiver of any provision on any
one occasion shall constitute a waiver of such provision or any other provision on any subsequent
occasion.
(f) Except as expressly provided in this Transfer Consent Agreement, the representations,
covenants and agreements contained in this Transfer Consent Agreement shall be construed as several
representations, covenants and agreements between, as applicable, each of the parties hereto other
than the NHL, on the one hand, and the NHL, on the other hand, and not as representations,
covenants and agreements between any of such parties other than the NHL between each other.
Accordingly, any of such representations, covenants and agreements, and any of the transactions
referred to in such representations, covenants and agreements, may be waived, amended, consented to
or otherwise approved by the NHL, on the one hand, and the particular party other than the NHL to
which such representations, covenants, agreements or transactions apply, on the other hand, without
the consent or approval of any other party. By way of illustration and not limitation, changes in
any party’s direct or indirect ownership of the Rangers or in the ownership of any party may, for
all purposes of this Transfer Consent Agreement, be consented to by such party
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and the NHL without the consent of any other party. Notwithstanding the preceding provisions
of this Section 3(e), absent an express provision to the contrary, (i) the covenants in this
Transfer Consent Agreement in favor of the NHL and/or the Affiliated NHL Parties by each of the
Club Parties shall be joint and several with the other Club Parties and (ii) the and covenants in
this Transfer Consent Agreement in favor of the NHL and/or the Affiliated NHL Parties by each of
the Transferring Parties shall be joint and several with the other Transferring Parties.
(g) The parties hereto acknowledge and agree that the failure by any of the Transaction
Parties to comply in a material respect with any of the provisions of this Transfer Consent
Agreement shall constitute a material breach of this Transfer Consent Agreement which entitles the
NHL to take action permitted by the NHL Constitution and Agreements and and/or this Transfer
Consent Agreement. Said action includes, in addition to any and all other rights to which the NHL
shall be entitled to under this Transfer Consent Agreement or otherwise, the right of the NHL to
commence termination proceedings under Article III of the NHL Constitution and except as provided
in Section 1(c)(ii)(D) such other remedies as may be provided by law or in equity for the breach of
a material obligation; provided that, if in the judgment of the NHL, which shall not be exercised
in an arbitrary or capricious way, a breach that occurs is one which may be cured by a Transaction
Party, the NHL shall not commence termination proceedings under Article III of the NHL
Constitution, or permit any such termination proceedings commenced by any other person to be
concluded, unless it shall have first given to such Transaction Party notice of and such
opportunity to cure the default as the NHL deems appropriate under the circumstances in its
judgment, which shall not be exercised in an arbitrary or capricious manner. No party hereto shall
attempt to prevent the NHL’s exercise of such rights on the basis that the NHL cannot exercise
dominion or control over its allocable share of the rights or assets that are the subject of the
NHL’s actions because it was not the breaching party.
(h) The headings in the sections of this Transfer Consent Agreement are inserted for
convenience of reference only and shall not constitute a part thereof.
(i) This Agreement does not create, and shall not be construed as creating, any rights
enforceable by any person not a party to this Agreement (except for the NHL Entities and as
provided in Section 2).
(j) If any provision of this Agreement shall be deemed invalid or unenforceable by a court
having jurisdiction, the balance of this Agreement shall remain in effect and shall be enforced to
the maximum extent permitted by law.
(k) As used in this Agreement, the term “affiliate” means, with respect to a specified person
or entity: (i) any other person or entity directly or indirectly controlled by, controlling, or
under common control with the specified person or entity, and (ii) any family member of the
specified person or trust for the benefit of one or more family members of the specified person.
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(l) Subject to the third sentence of Section 3(b), the courts of New York State located in New
York County and the United States District Court for the Southern District of New York located in
New York County shall have exclusive jurisdiction over the parties (and the subject matter) with
respect to any dispute or controversy arising under or in connection with this Transfer Consent
Agreement, and by execution of this Transfer Consent Agreement, each Transaction Party submits to
and accepts the exclusive jurisdiction of those courts and irrevocably agrees to be bound by any
final judgment rendered thereby in connection with this Agreement or any matter affecting MSG or
the Rangers, in general. A summons or complaint in any such action or proceeding may be served in
accordance with Section 3(c). Each Transaction Party irrevocably waives any objection, including,
without limitation, any objection to the laying of venue or based on the grounds of forum non
conveniens, which it or he may now or hereafter have to the bringing of any such action or
proceeding in any such jurisdiction.
(m) Whenever the context may require, any pronoun shall include the corresponding masculine
and feminine forms.
IN WITNESS WHEREOF, this Transfer Consent Agreement has been executed as of the date first
written above.
| NATIONAL HOCKEY LEAGUE | ||||||||||
By:
|
||||||||||
| Name: | Xxxxx Xxxxxxxxx | |||||||||
| Title: | Executive Vice President | |||||||||
| and General Counsel | ||||||||||
| MSG EDEN CORPORATION | MADISON SQUARE GARDEN, L.P. | |||||||||
| By: MSG EDEN CORPORATION, | ||||||||||
| By: | its general partner | |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| By: | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
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| XXXXXXX XXXXXX GARDEN, INC. | ||||||||||
By: |
||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| RAINBOW GARDEN CORP. | REGIONAL MSG HOLDINGS LLC | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| CABLEVISION SYSTEMS CORPORATION | ||||||||||
By: |
||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| CSC HOLDINGS, LLC | RAINBOW MEDIA HOLDINGS LLC | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
| RRH I, LLC | RRH II, LLC | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
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| XXXXXXX XXXXXXXX XXXXXXXX LLC | REGIONAL PROGRAMMING PARTNERS | |||||||||
By:
|
By: | |||||||||
| Name: | Name: | |||||||||
| Title: | Title: | |||||||||
Annex
A
CONSTITUTION
...
3.5. Transfer of Membership or Ownership Interest in a Member Club. No membership or
ownership interest in a Member Club may be sold, assigned or otherwise transferred except (a) with
the consent of three-fourths of the members of the League, and (b) upon the condition that the
transferee will at all times be bound by and comply with the terms, provisions and conditions of
this Constitution, and (c) upon the further condition that the transferee shall assume or guarantee
all debts, liabilities and obligations of the transferor member existing at the date of transfer.
Application for the sale, transfer or assignment of a membership or ownership interest must be made
in writing to the Commissioner. Upon receipt of such application, the Commissioner shall conduct
such investigation as he deems appropriate. Upon completion of the investigation, the Commissioner
shall submit the application to the members for approval, together with his recommendations thereon
and all such information that the Commissioner deems pertinent. Transfer of membership or
ownership interest in a Member Club shall not release the transferor from any debt, liability or
obligation to the League existing at the date of transfer. Upon transfer of membership or
ownership interest in a Member Club any and all interest of the transferor in and to any and all
funds, property, rights and interests in the League shall cease.
“Ownership interest” in a Member Club as used above shall include any stock, partnership
(general or limited) or other proprietary holding in any corporation, company association,
partnership, or other organization which holds, directly or indirectly, the franchise of Member
Club. The approval required for transfer of an ownership interest in a Member Club (as
distinguished from transfer of membership) shall be waived for all publicly held companies owning
such interest prior to June 24, 1981. Such approval requirement shall also be waived for any
transfer of a non-controlling ownership interest of any member whose stock is listed on the
American, New York, Toronto or other public stock exchange. If the proposed sale, assignment or
transfer involves an interest of five percent (5%) or less, the Commissioner shall have the
authority to approve the transaction without submitting it to the Board of Governors. If the
proposed sale, assignment or transfer involves an interest of between five percent (5%) and ten
percent (10%), it may be approved by the Executive Committee without submitting it to the full
Board of Governors.
All legal fees and costs incurred by the League in effecting a transfer of member or ownership
interest shall be assessed against the Member Club whose membership or ownership interest is being
transferred, and, unless agreed to the contrary by the parties, shall be the obligation of the
transferee.
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