AMENDED AND RESTATED LOAN AGREEMENT among RAINBOW MEDIA HOLDINGS LLC, as Borrower; THE GUARANTORS PARTY HERETO, as Guarantors; BANC OF AMERICA SECURITIES LLC, TD SECURITIES (USA) INC. and THE BANK OF NOVA SCOTIA, as Co- Lead Arrangers and Co-Book...Loan Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
AGREEMENT AND PLAN OF MERGER AS OF MARCH 6, 2000 BY AND BETWEEN CABLEVISION OF MICHIGAN, INC. CSC HOLDINGS, INC. AND CHARTER COMMUNICATIONS, INC.Merger Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
This Agreement and Plan of Merger is made and entered into as of March 6, 2000, by and between Cablevision of Michigan, Inc., a Michigan corporation (“Michigan”), CSC Holdings, Inc., a Delaware corporation (“Holdings”), and Charter Communications, Inc., a Delaware corporation (“CCI”).
PURCHASE AGREEMENTPurchase Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
This Purchase Agreement (this “Agreement”) is made and entered into as of June 27, 2003, by and among Rainbow Media Holdings, Inc., a Delaware corporation (“RMHI”), American Movie Classics III Holding Corporation, a Delaware corporation (“AMC3HC”), American Movie Classics IV Holding Corporation, a Delaware corporation (“AMC4HC”), IFC II Holding Corporation, a Delaware corporation (“IFC2HC”), IFC III Holding Corporation, a Delaware corporation (“IFC3HC” and, together with AMC3HC, AMC4HC and IFC2HC, the “Rainbow Buyers”), Metro-Goldwyn-Mayer Inc., a Delaware corporation (“MGM Parent”), MGM Networks U.S. Inc., a Delaware corporation (“MGM Seller”), and, solely for purposes of Sections 2.02(b), 2.02(c), 5.01, 10.05, 10.08 and 10.11 hereof, Cablevision Systems Corporation, a Delaware corporation (“Cablevision”).
PURCHASE AGREEMENTPurchase Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
This Purchase Agreement (this “Agreement”) is entered into as of December 12, 2003 by and among Fox Sports Net Bay Area Holdings, LLC, a Delaware limited liability company (the “Pacific Seller”), Fox Sports Net Chicago Holdings, LLC, a Delaware limited liability company (the “Chicago Seller” and, collectively with the Pacific Seller, the “Sellers”) and Fox Sports Net, LLC, a Delaware limited liability company (“Fox Sports Net” and , collectively with the Sellers, the “Fox Parties”), on the one hand, and Regional Pacific Holdings II, L.L.C., a Delaware limited liability company (the “Pacific Purchaser”) and Regional Chicago Holdings II, L.L.C., a Delaware limited liability company (the “Chicago Purchaser” and, collectively with the Pacific Purchaser, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.
Sheila Mahony 89 Cove Road Oyster Bay Cove, NY 11771Retirement Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services
This letter relates to your Retirement Agreement, dated June 18, 2003 (your “Retirement Agreement”), with Cablevision Systems Corporation and CSC Holdings, Inc., and confirms our mutual agreement to extend the duration of your employment until March 15, 2004.
AMENDMENT NO. 3 AND WAIVER dated as of August 14, 2002 to SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2001Credit Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
CSC HOLDINGS, INC. (formerly known as Cablevision Systems Corporation), a Delaware corporation (the “Company”), the Restricted Subsidiaries (as defined in the Credit Agreement referred to below) that are parties to such Credit Agreement, the banks that are parties to such Credit Agreement (the “Banks”) and TORONTO DOMINION (TEXAS), INC., as Administrative Agent (the “Administrative Agent”), agree as follows:
CONSULTING AGREEMENT WITH CABLEVISION SYSTEMS CORPORATIONConsulting Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
THIS AGREEMENT, made the 27th day of January 2001, by and between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (hereinafter the “Corporation”), and JOHN TATTA (hereinafter “Tatta”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 18, 2003, between Cablevision Systems Corporation, a Delaware corporation (the “Company”), on the one hand, and MGM Networks U.S. Inc., a Delaware corporation (the “Stockholder”), on the other hand.
March 12, 2004 Mr. William Bell 22 Youngs Hill Road Huntington, New York 11743Employment Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services
We are pleased to confirm our mutual agreement to extend the duration of your employment by one year, effective as of December 31, 2003. Cablevision Systems Corporation (“Cablevision”) and CSC Holdings, Inc. (“CSC”) appreciate the professional and dedicated service that you have provided to Cablevision and CSC and their predecessors, subsidiaries and affiliates (together, the “Group”) over the past 24 years and your willingness to postpone your planned retirement for the benefit of the Group.
Mr. George Blumenthal DTV Norwich, LLC 450 Park Avenue, Suite 2702 New York, NY 10022 Dear George:Investment Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York
This letter agreement (the “Agreement”) confirms the mutual understanding and agreements with respect to a series of transactions between DTV Norwich, LLC, 450 Park Avenue, Suite 2702, New York, New York 10022, a Delaware limited liability company (“Applicant”), wholly-owned by George S. Blumenthal and Company, LLC (“Blumenthal”), a registered bidder in FCC auction Number 53 (“MVDDS Auction”), and Rainbow MVDDS Company, LLC, a Delaware limited liability company not registered in the MVDDS Auction (“Investor”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we agree as follows:
March 12, 2004Consulting Agreement • March 15th, 2004 • Cablevision Systems Corp /Ny • Cable & other pay television services
