e10v12bza
As filed with the Securities and Exchange Commission on June 6, 2011
File No. 001-35106
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
Amendment No. 5
to
 
Form 10
 
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
 
 
 
 
AMC Networks Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
     
Delaware
  27-5403694
(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification Number)
     
11 Penn Plaza
New York, NY
(Address of Principal
Executive Offices)
  10001
(Zip Code)
(212) 324-8500
(Registrant’s telephone number, including area code)
 
 
 
 
Securities to be Registered
Pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
  Name of Each Exchange
to be so Registered
 
on Which Each Class is to be Registered
 
Class A Common Stock, par value $.01 per share
  The NASDAQ Stock Market LLC
 
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
 


 

 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
 
Item 1.   Business
 
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement attached hereto as Exhibit 99.1 (the “Information Statement”). Those sections are incorporated herein by reference.
 
Item 1A.   Risk Factors
 
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
 
Item 2.   Financial Information
 
The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 3.   Properties
 
The information required by this item is contained under the section “Business — Properties” of the Information Statement. That section is incorporated herein by reference.
 
Item 4.   Security Ownership of Certain Beneficial Owners and Management
 
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 5.   Directors and Executive Officers
 
The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement. That section is incorporated herein by reference.
 
Item 6.   Executive Compensation
 
The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
 
Item 7.   Certain Relationships and Related Transactions
 
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 8.   Legal Proceedings
 
The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
 
Item 9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
 
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.


 

 
Item 10.   Recent Sales of Unregistered Securities
 
On March 9, 2011, in connection with the incorporation of AMC Networks Inc., CSC Holdings, LLC, a subsidiary of Cablevision Systems Corporation, acquired 1,000 shares of common stock of AMC Networks Inc. for $10.00.
 
Item 11.   Description of Registrant’s Securities to be Registered
 
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 12.   Indemnification of Directors and Officers
 
The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
 
Item 13.   Financial Statements and Supplementary Data
 
The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 15.   Financial Statements and Exhibits
 
(a) Financial Statements
 
The information required by this item is contained under the section “AMC Networks Inc. Consolidated Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
 
(b) Exhibits
 
The following documents are filed as exhibits hereto:
 
         
Exhibit No.
 
Description
 
  2 .1   Form of Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  2 .2   Form of Contribution Agreement among Cablevision Systems Corporation, CSC Holdings, LLC and AMC Networks Inc.
  3 .1i   Certificate of Incorporation of AMC Networks Inc.
  3 .2   Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution).
  3 .3i   By-Laws of AMC Networks Inc.
  3 .4   Form of Amended and Restated By-Laws (as in effect immediately prior to Distribution).
  3 .5   Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts.
  3 .6   Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates.
  8 .1   Form of Tax Opinion of Sullivan & Cromwell LLP.
  10 .1   Form of Transition Services Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .2   Form of Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .3   Form of Employee Matters Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .4   Form of Equity Administration Agreement between The Madison Square Garden Company and AMC Networks Inc.
  10 .5   Form of Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group.
  10 .6   Form of AMC Networks Inc. 2011 Employee Stock Plan.
  10 .7   Form of AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors.
  10 .8   Form of AMC Networks Inc. 2011 Cash Incentive Plan.
  10 .9   Form of Time Sharing Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc.


 

         
Exhibit No.
 
Description
 
  10 .10   Form of Time Sharing Agreement between Rainbow Media Holdings LLC and Dolan Family Office, LLC.
  10 .11   Form of Aircraft Dry Lease Agreement between Rainbow Media Holdings LLC and New York Aircam Corp.
  10 .12   Form of Aircraft Management Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc.
  10 .13   Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan.
  10 .14   Form of Employment Agreement by and between AMC Networks Inc. and Joshua W. Sapan.
  10 .15   Employment Agreement by and between Rainbow Media Enterprises, Inc. and Edward A. Carroll.
  10 .16   Employment Offer Letter from Cablevision Systems Corporation to Sean S. Sullivan.
  10 .17   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on and prior to November 8, 2005.
  10 .18   Form of AMC Networks Inc. Rights Agreement.
  10 .19   Form of AMC Networks Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006.
  10 .20   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009.
  10 .21   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009.
  10 .22   Form of AMC Networks Inc. Non-Employee Director Award Agreement.
  10 .23   Form of AMC Networks Inc. Restricted Shares Agreement.
  10 .24   Form of AMC Networks Inc. Performance Award Agreement.
  10 .25   Form of Letter Agreement from CSC Holdings, LLC to AMC Networks Inc. Regarding VOOM Litigation.
  10 .26   Form of Termination Agreement among CSC Holdings, LLC, American Movie Classics Company LLC and WE: Women’s Entertainment LLC.
  21 .1   Subsidiaries of the Registrant.
  99 .1ii   Preliminary Information Statement dated May 27, 2011.
 
 
i Previously filed on March 17, 2011.
 
ii Previously filed on May 27, 2011.


 

SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
AMC Networks Inc.
 
  By: 
/s/  Joshua W. Sapan
Name: Joshua W. Sapan
  Title:   President and Chief Executive Officer
 
Dated: June 6, 2011

exv2w1
Exhibit 2.1
DISTRIBUTION AGREEMENT
BY AND AMONG
CABLEVISION SYSTEMS CORPORATION,
CSC HOLDINGS, LLC
AND
AMC NETWORKS INC.

 


 

TABLE OF CONTENTS
         
    Page  
ARTICLE I
       
DEFINITIONS
       
 
       
Section 1.1 General
    2  
Section 1.2 Reference; Interpretation
    10  
 
       
ARTICLE II
       
DISTRIBUTION AND
       
CERTAIN COVENANTS
       
 
       
Section 2.1 AMC Distribution
    10  
Section 2.2 Financing Transactions
    11  
Section 2.3 Cablevision Determinations
    11  
Section 2.4 Charter; Bylaws
    12  
Section 2.5 Directors
    12  
Section 2.6 Election of Officers
    12  
Section 2.7 Certain Licenses and Permits
    12  
Section 2.8 State Securities Laws
    12  
Section 2.9 Listing Application; Notice to NASDAQ
    12  
Section 2.10 Removal of Certain Guarantees; Releases from Liabilities
    12  
Section 2.11 Corporate Names; Trademarks
    14  
Section 2.12 Ancillary Agreements
    14  
Section 2.13 Acknowledgment by AMC
    15  
Section 2.14 Release
    15  
Section 2.15 Discharge of Liabilities
    16  
Section 2.16 Further Assurances
    17  
 
       
ARTICLE III
       
INDEMNIFICATION
       
 
       
Section 3.1 Indemnification by Cablevision
    17  
Section 3.2 Indemnification by AMC
    17  
Section 3.3 Procedures for Indemnification
    17  
Section 3.4 Indemnification Payments
    20  
 
       
ARTICLE IV
       
ACCESS TO INFORMATION
       
 
       
Section 4.1 Provision of Corporate Records
    20  
Section 4.2 Access to Information
    21  
Section 4.3 Witnesses; Documents and Cooperation in Actions
    21  
Section 4.4 Confidentiality
    21  

i


 

         
    Page  
Section 4.5 Privileged Matters
    22  
Section 4.6 Ownership of Information
    24  
Section 4.7 Cost of Providing Records and Information
    24  
Section 4.8 Retention of Records
    24  
Section 4.9 Other Agreements Providing for Exchange of Information
    24  
Section 4.10 Policies and Best Practices
    25  
Section 4.11 Compliance with Laws and Agreements
    25  
 
       
ARTICLE V
       
MISCELLANEOUS
       
 
       
Section 5.1 Complete Agreement; Construction
    25  
Section 5.2 Ancillary Agreements
    25  
Section 5.3 Counterparts
    25  
Section 5.4 Survival of Agreements
    25  
Section 5.5 Distribution Expenses
    25  
Section 5.6 Notices
    26  
Section 5.7 Waivers
    26  
Section 5.8 Amendments
    26  
Section 5.9 Assignment
    26  
Section 5.10 Successors and Assigns
    26  
Section 5.11 Termination
    27  
Section 5.12 Subsidiaries
    27  
Section 5.13 Third-Party Beneficiaries
    27  
Section 5.14 Title and Headings
    27  
Section 5.15 Schedules
    27  
Section 5.16 Governing Law
    27  
Section 5.17 Waiver of Jury Trial
    27  
Section 5.18 Specific Performance
    27  
Section 5.19 Severability
    28  
 
       
Schedule A List of AMC Subsidiaries
    A-1  
Schedule B Retained Claims Liabilities
    B-1  
Schedule C-1 Guarantees
    C-1  
Schedule C-2 Guarantees
    C-2  

- ii -


 

DISTRIBUTION AGREEMENT
          This Distribution Agreement (this “Agreement”), is dated as of June [], 2011, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), CSC Holdings, LLC, a Delaware limited liability company (“CSC”) and AMC Networks Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”).
          WHEREAS, the Board of Directors of Cablevision has determined that it is in the best interests of Cablevision and its stockholders to separate the businesses of AMC, all as more fully described in AMC’s Registration Statement on Form 10 (collectively, the “AMC Business”), from Cablevision’s other businesses on the terms and conditions set forth herein;
          WHEREAS, the Board of Directors of CSC authorized the contribution to AMC of 100% of the limited liability company interests of Rainbow Media Holdings LLC, in exchange for common stock of AMC (the “Contribution Stock”) and AMC’s promise to issue debt obligations of AMC (the “Contribution Debt”) to CSC on the Distribution Date, all pursuant to the Contribution Agreement (as defined herein) (the “Contribution”), as more fully described herein;
          WHEREAS, the Board of Directors of CSC authorized the distribution to Cablevision, as the sole member of CSC, of all of the AMC Common Stock (the “CSC Distribution”) and the exchange of the Contribution Debt with certain counterparties in satisfaction and discharge of existing indebtedness of CSC (the “CSC Debt Exchange”);
          WHEREAS, the Board of Directors of AMC authorized the distribution to CSC of the Contribution Stock and the Contribution Debt pursuant to the Contribution Agreement, and the incurrence of the Contribution Debt and the entry into certain additional financing transactions as more fully described herein (such additional financing transactions, the ''Standalone Financing'', and together with the issuance of the Contribution Debt to CSC, the “AMC Financing”);
          WHEREAS, the Board of Directors of Cablevision has authorized the distribution to the holders of the issued and outstanding shares of NY Group Class A Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class A Stock”) and NY Group Class B Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class B Stock” and, together with the Cablevision Class A Stock, the “Cablevision Common Stock”) as of the record date for the distribution of all the issued and outstanding shares of Class A common stock, par value $0.01 per share, of AMC (the “AMC Class A Common Shares”) and Class B common stock, par value $0.01 per share, of AMC (the “AMC Class B Common Shares”) (each such AMC Class A Common Share and AMC Class B Common Share is individually referred to as a “AMC Share” and collectively referred to as the “AMC Common Stock”), respectively, on the basis of one AMC Class A Common Share for every shares of Cablevision Class A Stock and one AMC Class B Common Share for every shares of Cablevision Class B Stock (the “AMC Distribution”, and together with the Contribution, the issuance of the Contribution Debt, the CSC Distribution and the CSC Debt Exchange, the “Distribution”);
          WHEREAS, the Boards of Directors of Cablevision, CSC and AMC have each determined that the Distribution and the Standalone Financing, the other transactions contemplated by this Agreement and

 


 

the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes (as defined below) and, as such, are in the best interests of their respective companies and stockholders, as applicable, and have approved this Agreement and each of the Ancillary Agreements;
          WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and the Standalone Financing and to set forth other agreements that will govern certain other matters prior to and following the completion of the Distribution and the Standalone Financing; and
          WHEREAS, the Boards of Directors of Cablevision, CSC and AMC have each determined that the Distribution is in the best interests of Cablevision, CSC and AMC, respectively, and their respective shareholders and member, as applicable, and each has approved this Agreement.
          NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
          Section 1.1 General. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:
    2010 Transferred Entities” shall mean Rainbow Advertising Sales Corporation, MSG Varsity Network LLC, News 12 Networks LLC, Regional Programming Partners and Rainbow MVDDS Company LLC and its subsidiaries.
     “Action” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.
     “Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, none of Cablevision or any of its Subsidiaries or The Madison Square Garden Company or any of its Subsidiaries shall be deemed to be an Affiliate of AMC or any of its Subsidiaries.
     “Agent” shall have the meaning set forth in Section 2.1(a).
     “Agreement” shall have the meaning set forth in the preamble to this Agreement.
     “AMC” shall have the meaning set forth in the preamble to this Agreement.

- 2 -


 

     “AMC Business” shall have the meaning set forth in the recitals to this Agreement. For the avoidance of doubt, the businesses of the 2010 Transferred Entities shall be deemed never to have been a part of the AMC Business.
     “AMC Class A Common Shares” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Class B Common Shares” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Debt Issuance” shall mean the issuance by AMC to CSC of the Contribution Debt portion of the New AMC Debt as provided for in Section 2.2.
     “AMC Financing” shall have the meaning set forth in the preamble to this Agreement.
     “AMC Group” means AMC and each Person that is a Subsidiary of AMC immediately after the Distribution Date.
     “AMC Indemnitees” shall mean:
     (i) AMC and each Affiliate thereof after giving effect to the AMC Distribution; and
     (ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives.
     “AMC Liabilities” shall mean:
     (i) any and all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by AMC or any member of the AMC Group, and all Liabilities of any member of the AMC Group under this Agreement or any of the Ancillary Agreements; and
     (ii) all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement), if and to the extent relating to, arising out of or resulting from:
     (A) the ownership or operation of the AMC Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or

- 3 -


 

     (B) the ownership or operation of any business conducted by AMC or any AMC Subsidiary at any time after the Distribution Date.
     Notwithstanding the foregoing, the AMC Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by Cablevision or any member of the Cablevision Group; (y) any agreements and obligations of any member of the Cablevision Group under this Agreement or any of the Ancillary Agreements and (z) any Retained Claims Liabilities.
     “AMC Marks” shall include “Rainbow,” “Rainbow Media,” “AMC,” “WE TV,” “IFC,” “Wedding Central,” “Independent Film Channel,” “Sundance Channel,” all trademarks and logos comprised of or derivative of any of the foregoing, and any other names, logos, trademarks or intellectual property of AMC or its Affiliates.
     “AMC Share” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Distribution” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Subsidiaries” shall mean all of the Subsidiaries listed on Schedule A.
     “Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the Transition Services Agreement, Employee Matters Agreement, the Cablevision Affiliation Agreements, the Registration Rights Agreements, the Subleases, the VOOM Litigation Agreement, and the Tax Disaffiliation Agreement.
     “Applicable Rate” shall mean the rate of interest per annum announced from time to time by Citibank, N.A., as its prime lending rate.
     “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close.
     “Cablevision” shall have the meaning set forth in the preamble to this Agreement.
     “Cablevision Affiliation Agreements” shall mean the Affiliation Agreements by and between Cablevision and one or more of the programming businesses of AMC, which agreements are in existence on the date hereof.
     “Cablevision Business” shall mean each and every business conducted at any time by Cablevision or any Subsidiary controlled by Cablevision, except the AMC Business.

- 4 -


 

     “Cablevision Class A Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Class B Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Group” means Cablevision and each Person (other than any member of the AMC Group) that is a Subsidiary of Cablevision immediately after the Distribution Date.
     “Cablevision Indemnitee” shall mean:
     (i) Cablevision and each Affiliate thereof after giving effect to the AMC Distribution; and
     (ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (i) and (ii), the AMC Indemnitees; provided, however, that a Person who was a Representative of Cablevision or an Affiliate thereof may be a Cablevision Indemnitee in that capacity notwithstanding that such Person may also be a AMC Indemnitee.
     “Cablevision Liabilities” shall mean:
     (i) any and all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by Cablevision or any member of the Cablevision Group, and all Liabilities of any member of the Cablevision Group under this Agreement or any of the Ancillary Agreements;
     (ii) all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement), if and to the extent relating to, arising out of or resulting from:
     (A) the ownership or operation of the Cablevision Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or
     (B) the ownership or operation of any business conducted by Cablevision or any Cablevision Subsidiary at any time after the Distribution Date; and
     (iii) any Retained Claims Liabilities.

- 5 -


 

     Notwithstanding the foregoing, the Cablevision Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by AMC or any member of the AMC Group; or (y) any agreements and obligations of any member of the AMC Group under this Agreement or any of the Ancillary Agreements.
     “Cablevision Marks” shall mean “Cablevision” and the Cablevision logo design, “Optimum” and the related family of “Optim” formative marks (i.e., Optimum Voice, Optimum Online), and any other names or logos and any other trademark or intellectual property of Cablevision or its Affiliates, other than AMC Marks.
     “Cablevision Subsidiaries” shall mean all of the Subsidiaries of Cablevision other than AMC and the AMC Subsidiaries.
     “Commission” shall mean the Securities and Exchange Commission.
     “Contribution” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution Agreement” shall mean the Contribution Agreement by and between Cablevision and AMC, which has been or shall be entered into prior to or on the Distribution Date.
     “Contribution Debt” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Corporate Business Purposes” shall have the meaning set forth in the Tax Disaffiliation Agreement.
     “CSC” shall have the meaning set forth in the recitals to this Agreement.
     “CSC Debt Exchange” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution” shall have the meaning set forth in the recitals to this Agreement.
     “Distribution” shall have the meaning set forth in the recitals to this Agreement.
     “Distribution Date” shall mean such date as may be determined by the Board of Directors of Cablevision or a committee of such Board of Directors, as the date as of which the AMC Distribution shall be effected.
     “Distribution Record Date” shall mean such date as may be determined by the Board of Directors of Cablevision or a committee of such Board of Directors, as the record date for the AMC Distribution.

- 6 -


 

     “Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.
     “Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “Environmental Laws” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.
     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated hereunder.
     “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, NASDAQ or other regulatory, administrative or governmental authority.
     “Group” shall mean the Cablevision Group or the AMC Group.
     “Indemnifiable Losses” shall mean any and all Liabilities, costs or expenses (including reasonable out-of-pocket attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
     “Indemnifying Party” shall have the meaning set forth in Section 3.3(a).
     “Indemnitee” shall have the meaning set forth in Section 3.3(a).
     “Information Statement” shall mean the Information Statement filed with the Commission as part of the Registration Statement and mailed to the holders of shares of Cablevision Common Stock in connection with the AMC Distribution, including any amendments or supplements thereto.

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     “Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
     “Liabilities” shall mean any and all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.
     “Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by an Indemnitee.
     “NASDAQ” shall mean The NASDAQ Stock Market LLC.
     “New AMC Debt” shall have the meaning set forth in Section 2.2.
     “New AMC Secured Debt” shall have the meaning set forth in Section 2.2.
     “New AMC Unsecured Debt” shall have the meaning set forth in Section 2.2.
     “Offering Memorandum” shall mean the offering memorandum, private placement memorandum, syndication memorandum, confidential information memorandum, prospectus or similar document or documents of AMC used in connection with the AMC Financing.
     “Outside Notice Date” shall have the meaning set forth in Section 3.3(a).
     “Parties” shall have the meaning set forth in the preamble to this Agreement.
     “Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

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     “Records” shall have the meaning set forth in Section 4.1(a).
     “Registration Rights Agreements” shall mean the two Registration Rights Agreements by and among AMC and various holders of AMC Class B Common Stock named therein, each of which agreements shall be entered into prior to or on the Distribution Date.
     “Registration Statement” shall mean the registration statement on Form 10 filed with the Commission to effect the registration of the AMC Class A Common Shares pursuant to the Exchange Act.
     “Releasee” shall have the meaning set forth in Section 2.14.
     “Releasor” shall have the meaning set forth in Section 2.14.
     “Representative” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.
     “Retained Claims Liabilities” shall mean the Liabilities, if any, described in Schedule B.
     “Standalone Financing” shall have the meaning set forth in the preamble to this Agreement.
     “Subleases” shall mean the subleases and leases, if any, by and between members of the Cablevision Group and members of the AMC Group, which subleases and leases shall be entered into prior to the Distribution Date in such form as is agreed to by Cablevision and AMC.
     “Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity interests.
     “Tax” shall have the meaning set forth in the Tax Disaffiliation Agreement.
     “Tax Disaffiliation Agreement” shall mean the Tax Disaffiliation Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “Third-Party” shall mean any Person who is not a Party to this Agreement.
     “Third-Party Claim” shall have the meaning set forth in Section 3.3(a).
     “Transfers” shall mean the direct and indirect transfers of assets from Cablevision to AMC which resulted in AMC owning, directly or indirectly, the AMC Business.

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     “Transition Services Agreement” shall mean the Transition Services Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “VOOM Litigation Agreement” shall mean the VOOM Litigation Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
          Section 1.2 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.
ARTICLE II
DISTRIBUTION AND
CERTAIN COVENANTS
          Section 2.1 AMC Distribution. (a) On or prior to the Distribution Date, Cablevision shall deliver to Cablevision’s stock transfer agent (the “Agent”) a single stock certificate representing all of the issued and outstanding AMC Class A Common Shares and a single stock certificate representing all of the issued and outstanding AMC Class B Common Shares, in each case, endorsed by Cablevision in blank, for the benefit of the holders of Cablevision Common Stock, and Cablevision shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, the AMC Class A Common Shares to holders of record of shares of Cablevision Class A Stock on the Distribution Record Date and the AMC Class B Common Shares to holders of record of shares of Cablevision Class B stock on the Distribution Record Date, all as further contemplated by the Information Statement and hereby. AMC shall provide any share certificates that the Agent shall require in order to effect the AMC Distribution. The AMC Distribution shall be effective at the Effective Time.
          (b) The AMC Common Stock issued in the AMC Distribution are intended to be distributed only pursuant to a book entry system. Cablevision shall instruct the Agent to deliver the AMC Common Stock previously delivered to the Agent to a depositary and to mail to each holder of record of Cablevision Common Stock on the Distribution Record Date, a statement of the AMC Common Stock credited to such holder’s account. If following the AMC Distribution a holder of AMC Common Stock requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional shares of Common Stock on the Distribution Date. As soon as practicable following the Distribution Date,

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the Agent shall (i) aggregate all fractional AMC Class A Common Shares into whole AMC Class A Common Shares and (ii) aggregate all fractional AMC Class B Common Shares into whole AMC Class B Common Shares, and convert the whole AMC Class B Common Shares into whole AMC Class A Common Shares, and (iii) sell the whole AMC Class A Common Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales.
          Section 2.2 Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC may exchange all or a portion of the Contribution Debt in exchange for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.
          Section 2.3 Cablevision Determinations. Cablevision shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and the Standalone Financing and all terms thereof, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the Standalone Financing and the timing of and conditions to the consummation of the Distribution and the Standalone Financing. AMC and CSC shall cooperate with Cablevision in all respects to accomplish the Distribution and the Standalone Financing and shall, at Cablevision’s direction, promptly take any and all actions necessary or desirable to effect the Distribution and the Standalone Financing. Cablevision shall select any investment banker(s), underwriters and manager(s) in connection with the Distribution and the Standalone Financing, as well as any financial printer, solicitation and/or exchange agent and outside counsel for Cablevision, which shall include Sullivan & Cromwell LLP. AMC acknowledges that it has been afforded the opportunity to seek the advice

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and assistance of its own separate counsel in connection with the Distribution and the Standalone Financing and the negotiation and preparation of this Agreement and the Ancillary Agreements.
          Section 2.4 Charter; Bylaws. On or prior to the Distribution Date, AMC, CSC and Cablevision shall have taken all necessary actions to provide for the adoption of the form of Certificate of Incorporation and Bylaws in substantially the form filed by AMC with the Commission as exhibits to the Registration Statement.
          Section 2.5 Directors. On or prior to the Distribution Date, Cablevision, CSC and AMC shall have taken all necessary action to cause the Board of Directors of AMC to consist of the individuals identified in the Information Statement as directors of AMC as of immediately following the Effective Time.
          Section 2.6 Election of Officers. On or prior to the Distribution Date, AMC shall take all actions necessary and desirable so that as of the Distribution Date the officers of AMC will be as set forth in the Information Statement.
          Section 2.7 Certain Licenses and Permits. On or prior to the Distribution Date or as soon as reasonably practicable thereafter, Cablevision shall use its commercially reasonable best efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate solely to the AMC Business but which are held in the name of any member of the Cablevision Group, or in the name of any employee, officer, director, stockholder or agent of any such member, or otherwise, on behalf of a member of the AMC Group to the appropriate member of the AMC Group.
          Section 2.8 State Securities Laws. Prior to the Distribution Date, Cablevision, CSC and AMC shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution and the Standalone Financing.
          Section 2.9 Listing Application; Notice to NASDAQ. (a) Prior to the Distribution Date, Cablevision and AMC shall prepare and file with NASDAQ a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause NASDAQ to list on or prior to the Distribution Date, subject to official notice of issuance, the AMC Class A Common Shares.
          (b) Prior to the AMC Distribution, Cablevision shall, to the extent possible, give NASDAQ not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.
          Section 2.10 Removal of Certain Guarantees; Releases from Liabilities.
          (a) Except as otherwise specified in any Ancillary Agreement, (i) AMC shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the Cablevision Group removed as guarantor of or obligor for any Liability of AMC, including in respect of those guarantees, if any, set forth on Schedule C-1 of this Agreement, and (ii) Cablevision shall use its commercially reasonable efforts to have,

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on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the AMC Group removed as guarantor of or obligor for any Liability of Cablevision, including in respect of those guarantees, if any, set forth on Schedule C-2 of this Agreement.
          (b) If AMC or Cablevision, as the case may be, is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder from and after the date hereof.
          (c) If (i) AMC is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) AMC Liabilities arise from and after the Effective Time but before a member of the Cablevision Group which is a guarantor or obligor with reference to any such AMC Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by AMC for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, AMC shall, or shall cause a member of the AMC Group to, reimburse any such member of the Cablevision Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by Cablevision to AMC of notice of a payment made pursuant to this Section 2.10 in respect of AMC Liabilities.
          (d) If (i) Cablevision is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) Cablevision Liabilities arise from and after the Effective Time but before a member of the AMC Group which is a guarantor or obligor with reference to any such Cablevision Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by Cablevision for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, Cablevision, shall, or shall cause a member of the Cablevision Group to, reimburse any such member of the AMC Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by AMC to Cablevision of notice of a payment made pursuant to this Section 2.10 in respect of Cablevision Liabilities.
          (e) In the event that at any time before or after the Distribution Date Cablevision identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the AMC Business but for which a member of the Cablevision Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, AMC shall, at its expense, take such actions and enter into such agreements and arrangements as Cablevision may reasonably request to effect the release or substitution of Cablevision (or a member of the Cablevision Group).
          (f) In the event that at any time before or after the Distribution Date AMC identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the Cablevision Business but for which a member of the AMC Group has contingent, secondary, joint, several or other Liability of any

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nature whatsoever, Cablevision shall, at its expense, take such actions and enter into such agreements and arrangements as AMC may reasonably request to effect the release or substitution of AMC (or a member of the AMC Group).
          (g) The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate or assign all AMC Liabilities of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, Cablevision (or an appropriate member of the Cablevision Group) shall be solely responsible for the Cablevision Liabilities and AMC (or an appropriate member of the AMC Group) shall be solely responsible for the AMC Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefore (except for filing fees or other similar charges) to any Third Party from whom such consent, substitution, amendment or release is requested. Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 2.10 shall in any way limit the obligations of the parties under Article III.
          Section 2.11 Corporate Names; Trademarks. Except as otherwise specifically provided in any Ancillary Agreement or in any other agreement to which a member of the Cablevision Group and a member of the AMC Group are parties:
          (a) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, AMC will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the Cablevision Marks or which include the Cablevision Marks;
          (b) as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, AMC will, and will cause the AMC Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the Cablevision Marks (except that AMC shall not be required to take any such action with respect to materials in the possession of customers);
          (c) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, Cablevision will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the AMC Marks or which include the AMC Marks; and
          (d) as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, Cablevision will, and will cause the Cablevision Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the AMC Marks (except that Cablevision shall not be required to take any such action with respect to materials in the possession of customers).
          Section 2.12 Ancillary Agreements. Prior to the Distribution Date, each of Cablevision and AMC shall enter into, and/or (where applicable) shall cause members of their respective Groups to enter into, the Ancillary Agreements and any other agreements in respect of

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the Distribution and the Standalone Financing reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
          Section 2.13 Acknowledgment by AMC. AMC, on behalf of itself and all members of the AMC Group, acknowledges, understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, (a) no member of the Cablevision Group or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to AMC or any member of the AMC Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, Liabilities or businesses of Cablevision, any member of the Cablevision Group, AMC or any member of the AMC Group, any assets that are transferred, any AMC Liabilities or the AMC Business, (b) AMC and each member of the AMC Group has taken all of the assets that are transferred, the AMC Business and AMC Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed, and (c) none of Cablevision or any members of the Cablevision Group or any other person has made or makes any representation or warranty with respect to the Distribution or the Standalone Financing or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby. Except as expressly set forth herein or in any other Ancillary Agreement, AMC and each member of the AMC Group shall bear the economic and legal risk that the AMC Assets shall prove to be insufficient or that the title of any member of the AMC Group to any AMC Assets shall be other than good and marketable and free from encumbrances. The provisions of the Contribution Agreement and any related assignment agreement or other related documents are expressly subject to this Section 2.13 and to Section 2.14 hereof.
          Section 2.14 Release. AMC agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the making by Cablevision of the Transfers, release, waive and forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasee” and collectively, the “Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any Releasee, a Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:
    The management of the business and affairs of AMC (and its predecessors, Subsidiaries and Affiliates) and the AMC Business on or prior to the Distribution Date;

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    The terms of this Agreement, the Ancillary Agreements, the Distribution, the Standalone Financing, the Certificate of Incorporation or the By-Laws of AMC;
 
    The terms of the AMC Financing and the Contribution and any agreements or other documents entered into in connection therewith or relating thereto; and
 
    Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing.
The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the Distribution Date at the request of Cablevision. Each Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a director, officer, employee or other Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the Releasee and the Releasor are parties.
          Section 2.15 Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements:
          (a) From and after the Effective Time, (i) Cablevision shall, and shall cause each member of the Cablevision Group to, assume, pay, perform and discharge all Cablevision Liabilities in the ordinary course of business, consistent with past practice, and (ii) AMC shall, and shall cause each member of the AMC Group, to assume, pay, perform and discharge all AMC Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 2.15 are made by each Party for the sole and exclusive benefit of the other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.
          (b) All intercompany trade, accounts receivable and accounts payable between any member of one Group and any member of another Group in existence at the Effective Time shall be paid and performed in accordance with their terms.

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          Section 2.16 Further Assurances. If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action. Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including all applicable filings with, and approvals from, any Governmental Authority.
ARTICLE III
INDEMNIFICATION
          Section 3.1 Indemnification by Cablevision. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, Cablevision shall indemnify, defend and hold harmless the AMC Indemnitees from and against any and all Indemnifiable Losses of the AMC Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Cablevision Liabilities or alleged Cablevision Liabilities, including any breach by any member of the Cablevision Group of any provision of this Section 3.1; (ii) any breach by any member of the Cablevision Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Information Statement, or the Offering Memorandum or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the Cablevision Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
          Section 3.2 Indemnification by AMC. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, AMC shall indemnify, defend and hold harmless the Cablevision Indemnitees from and against any and all Indemnifiable Losses of the Cablevision Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the AMC Liabilities or alleged AMC Liabilities; (ii) any breach by any member of the AMC Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Information Statement or the Offering Memorandum, or in any registration statement or prospectus filed by AMC in connection with the Distribution and the Standalone Financing, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(a)(iii). This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
          Section 3.3 Procedures for Indemnification.
          (a) If a claim or demand is made by a Third Party against a AMC Indemnitee or a Cablevision Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such

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Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third Party Claim by a Person who is an officer or director of both Cablevision and AMC shall not constitute notice for purposes of this Section 3.3.
          If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party.
          If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying

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Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim.
          Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.
          (b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.
          (c) AMC shall, and shall cause the other AMC Indemnitees to, and Cablevision shall, and shall cause the other Cablevision Indemnitees to, cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third Party Claim. In furtherance of this obligation, the Parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third Party Claim, Cablevision or AMC, as the case may be, shall use its reasonable best efforts to make available to the other Party, upon written request, the former and then current directors, officers, employees and agents of the members of its respective Group as witnesses and any Records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person, Records or other documents may reasonably be required in connection with such defense, settlement or compromise. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.

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          (d) The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
          Section 3.4 Indemnification Payments. (a) Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article III within 30 days after receipt of a bill therefore or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate.
          (b) The amount of any claim by an Indemnitee under this Agreement (i) shall be reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity and (ii) shall be increased by an amount equal to any Tax cost incurred by any Indemnitee that results from receipt of payments under this Article III.
          (c) For all Tax purposes and to the extent permitted by applicable Law, the parties hereto shall treat any payment made pursuant to this Article III as a capital contribution or a distribution, as the case may be, immediately prior to the AMC Distribution.
ARTICLE IV
ACCESS TO INFORMATION
          Section 4.1 Provision of Corporate Records.
          (a) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by AMC for specific and identified agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relate to AMC or the conduct of the AMC Business up to the Effective Time, or which AMC determines are necessary or advisable in order for AMC to prepare its financial statements and any reports or filings to be made with any Governmental Authority, Cablevision shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if AMC has a reasonable need for such originals) in the possession or control of Cablevision or any of the Cablevision Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
          (b) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by Cablevision for specific and identified Records which relate to Cablevision or the conduct of the Cablevision Business up to the Effective Time, or which Cablevision determines are necessary or advisable in order for Cablevision to prepare its financial statements and any reports or filings to be made with any Governmental Authority, AMC shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of

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such Records (or the originals thereof if Cablevision has a reasonable need for such originals) in the possession or control of AMC or any of the AMC Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
          Section 4.2 Access to Information. Except as specifically provided in Article III (in which event the provisions of such Article will govern), from and after the Distribution Date, each of Cablevision and AMC shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, and Records of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to such other Party or the conduct of its business prior to the Effective Time.
          Section 4.3 Witnesses; Documents and Cooperation in Actions. (a) At all times from and after the Distribution Date, each of Cablevision and AMC shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives as witnesses and any Records within its control or which it otherwise has the ability to make available, to the extent that such Persons or Records may reasonably be required in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved. This provision shall not apply to any Action brought by one Party against another Party (as to which production of documents and witnesses shall be governed by applicable discovery rules).
          (b) Without limiting any provision of this Section 4.3, the Parties shall cooperate and consult, and shall cause each member of their respective Groups to cooperate and consult, to the extent reasonably necessary with respect to any Actions.
          (c) In connection with any matter contemplated by this Section 4.3, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.
          Section 4.4 Confidentiality. (a) Cablevision and the Cablevision Subsidiaries and AMC and the AMC Subsidiaries shall not use or permit the use of and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control to the extent such information, (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or its Group if it exercises the same care as

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it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (A) that has been in the public domain through no fault of such Party or (B) that has been later lawfully acquired from other sources by such Party, (C) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (E) that the other Party has agreed in writing may be so used or disclosed.
          (b) If any Party or any member of its Group either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions of Section 4.4(a) such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that the Person shall only disclose such portion of the information as required to be disclosed or provided.
          Section 4.5 Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the Cablevision Group, and the members of the AMC Group, and that each of the members of the Cablevision Group, and each of the members of the AMC Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:
          (a) Cablevision shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Cablevision Business (other than with respect to Liabilities as to which AMC is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of Cablevision or AMC. Cablevision shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Cablevision Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future,

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whether or not the privileged information is in the possession of or under the control of Cablevision or AMC.
          (b) AMC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the AMC Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which Cablevision is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of Cablevision or AMC. AMC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting AMC Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by AMC, whether or not the privileged information is in the possession of AMC or under the control of Cablevision or AMC.
          (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b).
          (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privileged, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent.
          (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party, provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.
          (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.
          (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably

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calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.
          (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of Cablevision and AMC, as set forth in Sections 4.2, 4.4 and 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.
          Section 4.6 Ownership of Information. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.
          Section 4.7 Cost of Providing Records and Information. A Party requesting Records, information or access to personnel, witnesses or properties, under Articles III or IV, agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.
          Section 4.8 Retention of Records. Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the Cablevision Group and the AMC Group shall retain all Records relating to the Cablevision Business and the AMC Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Notwithstanding the foregoing, in lieu of retaining any specific Records, Cablevision or AMC may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).
          Section 4.9 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on cooperation, access to information, privilege and the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement

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or in any other agreement to which a member of the Cablevision Group and a member of the AMC Group is a party.
          Section 4.10 Policies and Best Practices. Without representation or warranty, AMC and Cablevision shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).
          Section 4.11 Compliance with Laws and Agreements. Nothing in this Article IV shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.
ARTICLE V
MISCELLANEOUS
          Section 5.1 Complete Agreement; Construction. This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail.
          Section 5.2 Ancillary Agreements. Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
          Section 5.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
          Section 5.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
          Section 5.5 Distribution Expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Information Statement, the Registration Statement and the Offering Memorandum, the Distribution and the Standalone Financing and the consummation of the transactions contemplated thereby, shall be charged to and paid by Cablevision. Such expenses shall be deemed to be Cablevision Liabilities. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

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          Section 5.6 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
          To Cablevision:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To CSC:
CSC Holdings, LLC
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To AMC:
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Attention: General Counsel
          Section 5.7 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
          Section 5.8 Amendments. Subject to the terms of Sections 5.11 and 5.13 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
          Section 5.9 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
          Section 5.10 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

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          Section 5.11 Termination. This Agreement (including Article III hereof) may be terminated and the Distribution or the Standalone Financing may be amended, modified or abandoned at any time prior to the AMC Distribution by and in the sole discretion of Cablevision without the approval of CSC, AMC or the stockholders of Cablevision. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the AMC Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article III shall not be terminated or amended after the AMC Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.
          Section 5.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
          Section 5.13 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
          Section 5.14 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
          Section 5.15 Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent (except as set forth in the last sentence of Section 5.1) as if the same had been set forth verbatim herein.
          Section 5.16 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
          Section 5.17 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
          Section 5.18 Specific Performance. From and after the AMC Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the AMC Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

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          Section 5.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.
         
  CABLEVISION SYSTEMS CORPORATION
 
 
  By:      
    Name:      
    Title:      
 
  CSC HOLDINGS, LLC
 
 
  By:      
    Name:      
    Title:      
 
  AMC NETWORKS INC.
 
 
  By:      
    Name:      
    Title:      
 
[Signature Page to Distribution Agreement]

 


 

Schedule A
SUBSIDIARIES OF AMC
SUBSIDIARY:
11 PENN TV, LLC
AMC FILM HOLDINGS LLC
AMC TELEVISION PRODUCTIONS LLC
AMERICAN MOVIE CLASSICS COMPANY LLC
AMERICAN MOVIE CLASSICS IV HOLDING
CORPORATION
ANIMANIA COMPANY LLC
CASSIDY HOLDINGS, INC.
DIGITAL STORE LLC
EPICS COMPANY LLC
EQUATOR HD COMPANY LLC
GALLERY HD COMPANY LLC
GAMEPLAY HD COMPANY LLC
HD CINEMA 10 COMPANY LLC
IFC ENTERTAINMENT HOLDINGS LLC
IFC ENTERTAINMENT LLC
IFC FILMS LLC
IFC IN THEATERS LLC
IFC PRODUCTIONS I L.L.C.
IFC THEATRES CONCESSIONS LLC
IFC THEATRES, LLC
LAB HD COMPANY LLC
LS VOD COMPANY LLC
LS VOD HOLDINGS LLC
MONSTERS COMPANY LLC
NEWSBYTES COMPANY LLC
RAINBOW DBS COMPANY LLC
RAINBOW DBS HOLDINGS, INC.
RAINBOW FILM HOLDINGS LLC
RAINBOW MEDIA ENTERPRISES, INC.
RAINBOW MEDIA GLOBAL LLC
RAINBOW MEDIA HOLDINGS LLC
RAINBOW NATIONAL SERVICES LLC
RAINBOW NATIONAL SPORTS HOLDINGS LLC
RAINBOW NETWORK COMMUNICATIONS
RAINBOW PROGRAMMING HOLDINGS LLC
RAVE COMPANY LLC
RMH GE HOLDINGS I, INC.
RMH GE HOLDINGS II, INC.
RMH GE HOLDINGS III, INC.
RNC HOLDING CORPORATION

 


 

RNC II HOLDING CORPORATION
RNS CO-ISSUER CORPORATION
RUSH HD COMPANY LLC
SELECTS VOD LLC
SPORTS ON DEMAND LLC
SUNDANCE CHANNEL (UK) LIMITED
SUNDANCE CHANNEL ASIA LLC
SUNDANCE CHANNEL EUROPE LLC
SUNDANCE CHANNEL L.L.C.
THE INDEPENDENT FILM CHANNEL LLC
TREASURE HD COMPANY LLC
TWD PRODUCTIONS II LLC
TWD PRODUCTIONS LLC
ULTRA HD COMPANY LLC
VOOM HD HOLDINGS LLC
WE TV ASIA LLC
WE: WOMEN’S ENTERTAINMENT LLC
WEDDING CENTRAL LLC
WORLD SPORT COMPANY LLC

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Schedule B
RETAINED CLAIMS LIABILITIES
1.   Any and all Liabilities relating to claims raised by Thomas Dolan against Rainbow Media Holdings LLC in Thomas C. Dolan v. Cablevision Systems Corporation and Rainbow Media Holdings LLC pending in the Supreme Court of the State of New York, County of New York: Commercial Division (Civ. No. 651011/2011), with respect to which Cablevision has notified AMC it has assumed the defense pursuant to Section 3.3(a).

 


 

Schedule C-1
GUARANTEES
     None.

 


 

Schedule C-2
GUARANTEES
     None.

 

exv2w2
Exhibit 2.2
          CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June [ ], 2011, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cablevision (“CSC”), and AMC NETWORKS INC., a Delaware corporation (“AMC”).
RECITALS
          WHEREAS, Cablevision and AMC are parties to a Distribution Agreement, dated as of June [], 2011 (the “Distribution Agreement”);
          WHEREAS, pursuant to the Distribution Agreement, the parties wish to cause the transactions described on Annex I (the “Reorganization Transactions”) to be completed including, without limitation, the assignment by CSC to AMC of all the membership interests in Rainbow Media Holdings LLC (the “Holdings Interests;” the assignment of the Holdings Interests is referred to herein as the “Assignment”);
          WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to receive, 5000 shares of newly issued Common Stock, par value $.01 per share, of AMC (the “AMC Stock”);
          WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to receive, $1,250,000,000 aggregate principal amount of debt obligations of AMC, consisting of (i) $700,000,000 of AMC’s senior unsecured notes (the “AMC Notes”), issued pursuant to an indenture, to be dated as of the Distribution Date, between AMC, certain subsidiaries of AMC and a Trustee to be determined by AMC and (ii) $550,000,000 of senior secured term loans (the “AMC Loans”, and together with the AMC Notes, the “AMC Debt”), incurred pursuant to the Credit Agreement, to be dated as of the Distribution Date (the “Credit Agreement”), among AMC, certain subsidiaries of AMC, the Lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”), and the other parties thereto;
          WHEREAS, in consideration of the Assignment, CSC wishes to enter into, and AMC Networks wishes to cause certain of its subsidiaries to enter into, an agreement terminating the Consulting Agreement (as defined below) effective as of the Distribution Date;
          WHEREAS, in order to complete the Reorganization Transactions and the issuance of the AMC Stock and the AMC Debt, the parties desire to enter into this Agreement; and
          WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Distribution Agreement.
          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties agree as follows:
          1. Assignments. Subject to the terms of the Distribution Agreement, each of Cablevision and AMC shall take all actions necessary to cause the completion of the

 


 

Reorganization Transactions to which it or any of its subsidiaries is a party. In furtherance thereof, effective as of the date of this Agreement, CSC shall assign to AMC, and AMC shall accept from CSC, all of CSC’s right, title and interest in the Holdings Interests, pursuant to the Assignment Agreement, dated the date of this Agreement between CSC and AMC.
          2. Stock Issuance. AMC hereby agrees to issue to CSC, effective as of the date of this Agreement, the AMC Stock, by delivery of stock certificates therefor, pursuant to the Assignment Agreement and Stock Power, dated the date of this Agreement, between CSC and AMC. Cablevision and CSC acknowledge and agree that each of these stock certificates shall bear the legends contemplated by Annex II hereto.
          3. Debt Issuance. AMC hereby agrees to issue to CSC, effective as of the Distribution Date, the AMC Debt, by (i) delivery of certificates representing the AMC Notes (or by book-entry record of beneficial ownership thereof) and (ii) an appropriate entry in the accounts or records of the Administrative Agent evidencing the obligation of AMC to CSC under the AMC Loans.
          4. Termination of Consulting Agreement. Prior to the Distribution Date, CSC shall enter into, and AMC shall cause its subsidiaries, American Movie Classics Company LLC and WE: Women’s Entertainment, LLC, to enter into, a Termination Agreement in the form attached hereto as Annex III terminating the Consulting Agreement, dated as of March 29, 2001, to which they are parties (the “Consulting Agreement”). The termination of the Consulting Agreement will be effective as of 11:59 p.m. on the Distribution Date.
          5. Disclosure. Except as expressly provided in the Distribution Agreement or in any Ancillary Agreement, (i) none of the parties is making any representation to any other party in connection with the Reorganization Transactions, the Assignment or the issuance of the AMC Stock or the AMC Debt, and (ii) AMC is not directly assuming any liabilities of Rainbow Media Holdings LLC or its subsidiaries under the Reorganization Transactions or the Assignment.
          6. Further Assurances. Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions contemplated by this Agreement.
          7. Complete Agreement; Construction. This Agreement, including the Annexes hereto shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex shall prevail.
          8. Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or the Ancillary Agreements. Without limiting the foregoing sentence, the provisions of Section 2.13 and 2.14 of the Distribution Agreement shall apply to the Reorganization Transaction and the Assignment.
          9. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become

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effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.
          10. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.
          11. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
          To Cablevision and CSC:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To AMC:
AMC Networks Inc.
Eleven Penn Plaza
New York, New York 10001
Attention: General Counsel
          12. Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.
          13. Amendments. Subject to the terms of Section 14 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties.
          14. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.
          15. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

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          16. Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Cablevision without the approval of AMC or the stockholders of Cablevision. In the event of such termination, no party shall have any liability of any kind to any other party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.
          17. Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
          18. Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
          19. Annexes. The Annexes shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
          20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
          21. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
          22. Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
          23. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of illegal or unenforceable provisions.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
         
    CABLEVISION SYSTEMS CORPORATION
 
 
        
    Name:      
    Title:      
 
    CSC HOLDINGS, LLC
 
 
        
    Name:      
    Title:      
 
    AMC NETWORKS INC.
 
 
        
    Name:      
    Title:      
 
[Signature Page to Contribution Agreement]

 


 

Annex I
Reorganization Transactions
Transaction
1.   CSC Holdings, LLC (“CSC”) contributes the membership interests in Rainbow Media Holdings LLC to AMC Networks Inc. (“AMC”) in exchange for common stock of AMC and a promise to issue debt obligations of AMC (“AMC Debt”) to CSC on the Distribution Date.
 
2.   AMC amends and restates its certificate of incorporation so that its entire capital stock shall be converted into Class A Common Stock and Class B Common Stock.
 
3.   CSC Holdings, LLC distributes AMC Class A Common Stock and Class B Common Stock to Cablevision Systems Corporation.
 
4.   CSC Holdings, LLC exchanges the AMC Debt in separate transactions with an affiliate of each of J.P Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to separate Payment in Satisfaction Agreements, each dated as of June 21st, 2011 (assuming a Distribution Date of June 30, 2011).
 
5.   Cablevision Systems Corporation distributes AMC Class A Common Stock and Class B Common Stock to its stockholders.

 


 

Annex II
Stock Certificates Legends
“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or any state securities or Blue Sky laws and may not be sold, transferred, pledged or otherwise disposed of without registration under the Act or such state laws or unless such sale, transfer, pledge or other disposition is exempt from registration thereunder.”1
“The shares represented by this certificate are held subject to the terms of a certain Registration Rights Agreement, dated [ • ], 2011, by and among AMC Networks Inc. and the Charles F. Dolan Children Trusts, as amended from time to time, a copy of which is on file with the Secretary of AMC Networks Inc., and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Registration Rights Agreement.”2
“The voting and transfer of the shares represented by his certificate are restricted by, and subject to the terms and conditions of, the Class B Stockholders’ Agreement, dated as of [ • ], 2011, as it may be further amended, a copy of which is with the Secretary of AMC Networks Inc. and will be furnished without charge to the holder of such shares upon written request.”3
 
1   This legend shall be removed from certificates representing Class A Common Stock prior to the distribution of those shares by Cablevision Systems Corporation.
 
2   Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend shall be placed on the certificates registered in the names of the Charles F. Dolan Children Trusts.
 
3   Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend will be placed on all certificates representing Class B Common Stock.

 


 

Annex III
Form of Termination Agreement
TERMINATION AGREEMENT
          TERMINATION AGREEMENT, made as of the ____ day of ________, 2011, among CSC Holdings, LLC a Delaware limited liability company (“CSC”), American Movie Classics Company LLC, a New York limited liability company (“AMCC”) and WE: Women’s Entertainment LLC, a Delaware limited liability company (“WE”).
          WHEREAS, CSC, AMCC and WE are parties to a Consulting Agreement, dated March 29, 2001 (the “Consulting Agreement”);
          WHEREAS, CSC and AMC Networks Inc. (“AMC”) are party to a Contribution Agreement, dated ______, 2011 (the “Contribution Agreement”) pursuant to which certain reorganizational and other transactions are provided for, including transactions whereby AMCC and WE will become subsidiaries of AMC;
          WHEREAS, in the Contribution Agreement, CSC has agreed to enter into this Agreement and AMC Networks has agreed to cause AMCC and WE to enter into this Agreement;
          WHEREAS, pursuant to a Distribution Agreement, dated _______, 2011 between Cablevision Systems Corporation (“Cablevision”), CSC and AMC (the “Distribution Agreement”), Cablevision will distribute all of the common stock of AMC to the stockholders of Cablevision on the Distribution Date (as defined in the Distribution Agreement);
          WHEREAS, the parties hereto desire to terminate the Consulting Agreement as provided herein;
          NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto have agreed and by these presents hereby agree to abide by and be bound by the following Consulting Agreement:
          24. Termination. Effective as of 11:59 p.m. on the Distribution Date (as defined in the Distribution Agreement), the Consulting Agreement shall terminate (the “Termination Time”).
          25. Effect of Termination. From and after the Termination Time, none of the parties to the Consulting Agreement shall have any further obligation thereunder other than the obligation of AMCC and WE to make the payments required by Section 4 of the Consulting Agreement for the period ending at the Termination Time. CSC, AMCC and WE confirm and agree that there are not and there have not been any “Future Brands” as that term is used in Section 2 of the Consulting Agreement.
          26. Mutual Releases. Effective as of the Termination Time and subject to the making of the payment provided for in Section 2 of this Agreement, each of the parties to this

 


 

Annex III
Agreement, on behalf of itself and each of its affiliates hereby releases each other party to the Consulting Agreement and its respective affiliates, directors, officers, employees, agents, attorneys and representatives from any liability, claim or obligation under the Consulting Agreement.
          27. Notices. All notices or other communications required hereunder shall be in writing and shall be deemed to have been duly given as of five days after the day and time of mailing by certified or registered mail, postage prepaid, to the following addresses, or such other addresses as the parties hereto shall, by like notice, from time to time notify one another:
         
 
  To AMCC:   American Movie Classics
 
      Company LLC
 
      11 Penn Plaza
 
      New York, NY 10001
 
      Attention: General Counsel
 
       
 
  To WE:   WE: Women’s Entertainment, LLC
 
      11 Penn Plaza
 
      New York, NY 10001
 
      Attention: General Counsel
 
       
 
  To CSC:   CSC Holdings, LLC
 
      1111 Stewart Avenue
 
      Bethpage, NY 11714
 
      Attention: General Counsel
          28. Binding Effect. This Agreement shall be binding upon and inure to the benefit of CSC, AMCC and WE and their respective successors and assigns, but neither this Agreement nor any rights hereunder may be assigned by without the prior written consent of the other parties.
          29. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and shall supersede any prior understandings or written or oral agreements between said parties respecting such subject matter. This Agreement shall not be modified except in a writing signed by each of the parties hereto.
          30. Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.
          31. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances.

 


 

Annex III
          32. Waiver. No delay or omission of any party hereto to exercise rights under this Agreement shall impair any such right or shall be construed to be a waiver of any default or acquiescence therein. No waiver of any default shall be construed, taken, or held to be a waiver of any other default, or waiver, acquiescence in, or consent to any further or succeeding default of the same nature.
          33. Applicable Law. This Agreement shall be construed and administered and the validity thereof shall be determined in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws.
          IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first above written.
         
  CSC HOLDINGS, LLC
 
 
  By:      
    Title:   
       
 
  AMERICAN MOVIE CLASSICS COMPANY LLC
 
 
  By:      
    Title:   
       
 
  WE: WOMEN’S ENTERTAINMENT LLC
 
 
  By:      
    Title:   
       
 

 

exv3w2
Exhibit 3.2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMC NETWORKS INC.
Pursuant to Sections 242 and 245 of
The General Corporation Law of the State of Delaware
          AMC Networks Inc., a Delaware corporation, hereby certifies as follows:
          1. The name of the corporation is AMC Networks Inc. The date of filing of its original certificate of incorporation with the Secretary of State was March 9, 2011.
          2. This restated certificate of incorporation amends, restates and integrates the provisions of the certificate of incorporation of said corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by written consent of the holder of all of the outstanding stock entitled to vote thereon and all of the outstanding stock of each class entitled to vote thereon as a class in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
          3. The text of the certificate of incorporation is hereby amended and restated to read herein as set forth in full:
“AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AMC NETWORKS INC.
          FIRST. The name of this corporation (hereinafter called the “Corporation”) is AMC Networks Inc.
          SECOND. The name and address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is The Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle.
          THIRD. The nature of the business and of the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
          FOURTH. The aggregate number of shares of capital stock which the Corporation shall have authority to issue shall be [       ] shares, which shall be divided into the following classes:

 


 

     (a) [       ] shares shall be of a class designated Class A common stock, par value $0.01 per share (“Class A Common Stock”);
     (b) [       ] shares shall be of a class designated Class B common stock, par value $0.01 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”);
     (c) [       ] shares shall be of a class designated preferred stock, par value $0.01 per share (“Preferred Stock”).
          When the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware becomes effective in accordance with the General Corporation Law of the State of Delaware (the “Effective Time”), shares of common stock, par value, $.01 per share, of the Corporation (“Old Common Stock”), in the aggregate outstanding immediately prior to the Effective Time shall automatically be reclassified as and converted into an aggregate of [       ] shares of Class A Common Stock and [       ] shares of Class B Common Stock. From and after the Effective Time, certificates that previously represented shares of Old Common Stock shall, until the same are presented for exchange, represent the number of shares of Class A Common Stock and Class B Common Stock into which such shares of Old Common Stock were reclassified and converted pursuant hereto.
          The following is a statement of (a) the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Common Stock; and (b) the authority expressly vested in the Board of Directors hereunder with respect to the issuance of series of Preferred Stock:
A.   Common Stock.
     I. Priority of Preferred Stock.
          Each of the Class A Common Stock and Class B Common Stock is subject to all the powers, rights, privileges, preferences and priorities of any series of Preferred Stock as are stated and expressed herein and as shall be stated and expressed in any Certificates of Designations filed with respect to any series of Preferred Stock pursuant to authority expressly granted to and vested in the Board of Directors by the provisions of Paragraph B of this Article FOURTH.
     II. Dividends.
          Subject to (a) any other provisions of this Certificate of Incorporation including, without limitation, Section A.V of this Article FOURTH, and (b) the provisions of any Certificates of Designations filed with respect to any series of Preferred Stock, holders of Class A Common Stock and Class B Common Stock shall be entitled to receive equally on a per share basis such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor; provided that, subject to Section A.V of this Article, the

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Board of Directors shall declare no dividend, and no dividend shall be paid, with respect to any outstanding share of Class A Common Stock or Class B Common Stock, whether paid in cash or property, unless, simultaneously, the same dividend is paid with respect to each share of Class A Common Stock and Class B Common Stock.
     III. Voting.
          (a) Except as otherwise required (i) by statute, (ii) pursuant to the provisions of this Certificate of Incorporation, or (iii) pursuant to the provisions of any Certificates of Designations filed with respect to any series of Preferred Stock, the holders of Common Stock shall have the sole right and power to vote on all matters on which a vote of stockholders is to be taken. At every meeting of the stockholders, each holder of Class A Common Stock shall be entitled to cast one (1) vote in person or by proxy for each share of Class A Common Stock standing in his or her name on the transfer books of the Corporation and each holder of Class B Common Stock shall be entitled to cast ten (10) votes in person or by proxy for each share of Class B Common Stock standing in his or her name on the transfer books of the Corporation.
          Except in the election of directors of the Corporation (voting in respect of which shall be governed by the terms set forth in subsections (b) and (c) of this Section III) and as otherwise required (i) by statute, (ii) pursuant to the provisions of this Certificate of Incorporation, or (iii) pursuant to the provisions of any Certificates of Designations filed with respect to any series of Preferred Stock, the holders of Common Stock shall vote together as a single class; provided, that the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, voting separately as a class, shall be required for (1) the authorization or issuance of any additional shares of Class B Common Stock and (2) any amendment, alteration or repeal of any of the provisions of this Certificate of Incorporation which adversely affects the powers, preferences or rights of Class B Common Stock. Except as provided in the previous sentence, the number of authorized shares of any class of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of the majority of the stock of the Corporation entitled to vote.
          (b) With respect to the election of directors:
          (i) If on the record date for notice of any meeting of stockholders of the Corporation at which directors are to be elected by the holders of Common Stock (the “Common Stock Directors”), the aggregate number of outstanding shares of Class A Common Stock is at least 10% of the total aggregate number of outstanding shares of Common Stock, holders of Class A Common Stock shall vote together as a separate class and shall be entitled to elect 25% of the total number of Common Stock Directors; provided, that if such 25% is not a whole number, then the holders of Class A Common Stock, voting together as a separate class, shall be entitled to elect the nearest higher whole number of directors that is at least 25% of the total number of the Common Stock Directors. Subject to subsection (iii) of this Section III(b), holders of Class B Common

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Stock shall vote together as a separate class to elect the remaining Common Stock Directors;
          (ii) If on the record date for notice of any meeting of stockholders of the Corporation at which Common Stock Directors are to be elected, the aggregate number of outstanding shares of Class A Common Stock is less than 10% of the total aggregate number of outstanding shares of Common Stock, the holders of Common Stock shall vote together as a single class with respect to the election of the Common Stock Directors and the holders of Class A Common Stock, voting together as a separate class, shall not have the right to elect 25% of the Common Stock Directors, but shall have one (1) vote per share for all Common Stock Directors and the holders of Class B Common Stock shall be entitled to ten (10) votes per share for all Common Stock Directors; and
          (iii) If on the record date for notice of any meeting of stockholders of the Corporation at which Common Stock Directors are to be elected, the aggregate number of outstanding shares of Class B Common Stock is less than 12 1/2% of the total aggregate number of outstanding shares of Common Stock, then the holders of Class A Common Stock, voting together as a separate class, shall continue to elect a number of directors equal to 25% of the total number of Common Stock Directors (or the next highest whole number) in accordance with subsection (b)(i) of this Section III and, in addition, shall vote together with the holders of Class B Common Stock, as a single class, to elect the remaining Common Stock Directors, with the holders of Class A Common Stock entitled to one (1) vote per share for all Common Stock Directors and the holders of Class B Common Stock entitled to ten (10) votes per share for all Common Stock Directors.
          (c) Any vacancy in the office of a Common Stock Director elected by the holders of Class A Common Stock voting as a separate class during the term for which such Common Stock Director was elected shall be filled by a vote of holders of Class A Common Stock voting as a separate class, and any vacancy in the office of a Common Stock Director elected by the holders of Class B Common Stock voting as a separate class during the term for which such Common Stock Director was elected shall be filled by a vote of holders of Class B Common Stock voting as a separate class or, in the absence of a stockholder vote, in the case of a vacancy in the office of a Common Stock Director elected by either class during the term for which such Common Stock Director was elected, such vacancy may be filled by the remaining directors of such class. Except as provided in the foregoing sentence, any vacancy on the Board of Directors may be filled by a vote of holders of Class A Common Stock or the Common Stock Directors elected thereby if the number of Common Stock Directors elected thereby is then less than 25% of the total number of Common Stock Directors, and otherwise may be filled by a vote of holders of Class B Common Stock or the Common Stock Directors elected thereby; provided, that in each case at the time of the filling of such vacancy, the holders of such class of stock were then entitled to elect directors to the Board of Directors by class vote. Any director elected by the Board of Directors to fill a vacancy shall serve until the next annual meeting of stockholders (at which time such person’s term shall expire) and until such person’s successor has been duly

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elected and qualified. If the Board of Directors increases the number of directors in accordance with Article FIFTH of this Certificate of Incorporation, any newly created directorship may be filled by the Board of Directors; provided that, so long as the holders of Class A Common Stock have the rights provided in subsections (b) and (c) of this Section III in respect of the last preceding annual meeting of stockholders to elect 25% of the total number of Common Stock Directors, (i) the Board of Directors may be so enlarged by the directors only to the extent that at least 25% of the enlarged board consists of (1) Common Stock Directors elected by the holders of Class A Common Stock, (2) persons appointed to fill vacancies created by the death, resignation or removal of persons elected by the holders of Class A Common Stock or (3) persons appointed by Common Stock Directors elected by holders of Class A Common Stock or persons appointed to fill vacancies created by the death, resignation or removal of persons elected by holders of Class A Common Stock and (ii) each person filling a newly-created directorship is designated either (x) as a Common Stock Director to be elected by holders of Class A Common Stock and is appointed by Common Stock Directors elected by holders of Class A Common Stock or persons appointed to fill vacancies created by the death, resignation or removal of persons elected by holders of Class A Common Stock or (y) as a Common Stock Director to be elected by holders of Class B Common Stock and is appointed by Common Stock Directors elected by holders of Class B Common Stock or persons appointed to fill vacancies created by the death, resignation or removal of persons elected by the holders of Class B Common Stock.
          (d) Notwithstanding anything in this Section III to the contrary, the holders of Class A Common Stock shall have exclusive voting power on all matters upon which, pursuant to this Certificate of Incorporation or applicable laws, the holders of Common Stock are entitled to vote, at any time when no shares of Class B Common Stock are issued and outstanding.
          (e) Wherever any provision of this Certificate of Incorporation or the By-laws of the Corporation sets forth a specific percentage of the shares outstanding and entitled to vote which is required for approval or ratification of any action upon which the vote of the stockholders is required or may be obtained, such provision shall mean such specified percentage of the votes entitled to be cast by holders of shares then outstanding and entitled to vote on such action.
          (f) From and after the date on which Cablevision Systems Corporation (“Cablevision”) first distributes to its stockholders shares of Class A Common Stock and Class B Common Stock pursuant to the Distribution Agreement, dated as of June [      ], 2011, between the Corporation and Cablevision, no action of stockholders of the Corporation required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting of stockholders, without prior notice and without a vote, and the power of the stockholders of the Corporation to consent in writing to the taking of any action without a meeting is specifically denied. Notwithstanding this clause (f), the holders of any series of Preferred Stock of the Corporation shall be entitled to take action by written consent to such extent, if any, as may be provided in the terms of such series.

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     IV. Conversion Rights.
          (a) Subject to the terms and conditions of this Article FOURTH, each share of Class B Common Stock shall be convertible at any time and from time to time, at the option of the holder thereof, at the office of any transfer agent for such Class B Common Stock and at such other place or places, if any, as the Board of Directors may designate, or, if the Board of Directors shall fail so to designate, at the principal office of the Corporation (attention of the Secretary of the Corporation), into one (1) fully paid and non-assessable share of Class A Common Stock. Upon conversion, the Corporation shall make no payment or adjustment on account of dividends accrued or in arrears on Class B Common Stock surrendered for conversion or on account of any dividends on the Class A Common Stock issuable on such conversion; provided, that the foregoing shall not affect the right of any holder of Class B Common Stock on the record date for any dividend to receive payment of such dividend. Before any holder of Class B Common Stock shall be entitled to convert the same into Class A Common Stock, he or she shall surrender the certificate or certificates for such Class B Common Stock at the office of said transfer agent (or other place as provided above), which certificate or certificates, if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that he or she elects so to convert said Class B Common Stock in accordance with the terms of this Section IV, and shall state in writing therein the name or names in which he or she wishes the certificate or certificates for Class A Common Stock to be registered. Every such notice of election to convert shall constitute a binding contract between the holder of such Class B Common Stock and the Corporation, whereby the holder of such Class B Common Stock shall be deemed to subscribe for the amount of Class A Common Stock which he or she shall be entitled to receive upon such conversion, and, in satisfaction of such subscription, to deposit the Class B Common Stock to be converted and to release the Corporation from all liability thereunder, and thereby the Corporation shall be deemed to agree that the surrender of the certificate or certificates therefor and the extinguishment of liability thereon shall constitute full payment of such subscription for Class A Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of a certificate or certificates for Class B Common Stock, accompanied by the written notice, issue and deliver at the office of said transfer agent (or other place as provided above) to the person for whose account such Class B Common Stock was so surrendered, or to his nominee or nominees, a certificate or certificates for the number of full shares of Class A Common Stock to which he shall be entitled as aforesaid. Subject to the provisions of subsection (c) of this Section IV, such conversion shall be deemed to have been made as of the date of such surrender of the Class B Common Stock to be converted; and the person or persons entitled to receive the Class A Common Stock issuable upon conversion of such Class B Common Stock shall be treated for all purposes as the record holder or holders of such Class A Common Stock on such date. Upon conversion of shares of Class B Common Stock, shares of Class B Common Stock so converted will be canceled and retired by the Corporation, such shares shall not be reissued and the number of shares of Class B Common Stock which the Corporation shall have authority to issue shall be decreased by the number of shares of Class B Common Stock so converted and the Board of Directors shall take such steps as are required to so retire such shares.

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          (b) The issuance of certificates for shares of Class A Common Stock upon conversion of shares of Class B Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Common Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or that no such tax is due.
          (c) The Corporation shall not be required to convert Class B Common Stock, and no surrender of Class B Common Stock shall be effective for that purpose, while the stock transfer books of the Corporation are closed for any purpose; but the surrender of Class B Common Stock for conversion during any period while such books are closed shall be deemed effective for conversion immediately upon the reopening of such books, as if the conversion had been made on the date such Class B Common Stock was surrendered.
          (d) The Corporation will at all times reserve and keep available, solely for the purpose of issue upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock as shall be issuable upon the conversion of all such outstanding shares; provided, that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Common Stock by delivery of shares of Class A Common Stock which are held in the treasury of the Corporation. The Corporation covenants that if any shares of Class A Common Stock, required to be reserved for purposes of conversion hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares of Class A Common Stock may be issued upon conversion, the Corporation will use its best efforts to cause such shares to be duly registered or approved, as the case may be. The Corporation will endeavor to list the shares of Class A Common Stock required to be delivered upon conversion prior to such delivery upon each national securities exchange, if any, upon which the outstanding Class A Common Stock is listed at the time of such delivery. The Corporation covenants that all shares of Class A Common Stock which shall be issued upon conversion of the shares of Class B Common Stock will, upon issue, be fully paid and non-assessable and not entitled to any preemptive rights.
     V. Securities Distributions.
          (a) The Corporation may declare and pay a dividend or distribution consisting of shares of Class A Common Stock, Class B Common Stock or any other securities of the Corporation or any other person (hereinafter sometimes called a “share distribution”) to holders of one or more classes of Common Stock only in accordance with the provisions of this Section V.

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          (b) If at any time a share distribution is to be made with respect to Class A Common Stock or Class B Common Stock, such share distribution may be declared and paid only as follows:
          (i) a share distribution consisting of shares of Class A Common Stock (or Convertible Securities (as defined below) convertible into or exercisable or exchangeable for shares of Class A Common Stock) to holders of Class A Common Stock and Class B Common Stock, on an equal per share basis;
          (ii) a share distribution consisting of shares of Class A Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) to holders of Class A Common Stock and, on an equal per share basis, shares of Class B Common Stock (or like Convertible Securities convertible into or exercisable or exchangeable for shares of Class B Common Stock) to holders of Class B Common Stock; and
          (iii) a share distribution consisting of any class or series of securities of the Corporation or any other person other than as described in clauses (i) and (ii) of this subsection (a) of this Section V, either (1) on the basis of a distribution of identical securities, on an equal per share basis, to holders of Class A Common Stock and Class B Common Stock or (2) on the basis of a distribution of one class or series of securities to holders of Class A Common Stock and another class or series of securities to holders of Class B Common Stock; provided, that the securities so distributed (and, if the distribution consists of Convertible Securities, the securities into which such Convertible Securities are convertible or for which they are exercisable or exchangeable) do not differ in any respect other than differences in their rights (other than voting rights) consistent in all material respects with the differences between the Class A Common Stock and the Class B Common Stock and difference in their relative voting rights, with holders of shares of Class B Common Stock receiving the class or series having the higher relative voting rights (without regard to whether such voting rights differ to a greater or lesser extent than the corresponding differences in the voting rights of the Class A Common Stock and the Class B Common Stock provided in Section A.III of this Article FOURTH); provided, that if the securities so distributed constitute capital stock of a subsidiary of the Corporation, such voting rights shall not differ to a greater extent than the corresponding differences in voting rights of the Class A Common Stock and the Class B Common Stock provided in Section A.III of this Article FOURTH, and provided in each case that such distribution is otherwise made on an equal per share basis, as determined by the Board of Directors in its sole discretion.
          For purposes of this Certificate of Incorporation, “Convertible Securities” shall mean any securities of the Corporation (other than any class of Common Stock) or any subsidiary thereof that are convertible into, exchangeable for or evidence the right to purchase any shares of any class of Common Stock, whether upon conversion, exercise, exchange, pursuant to anti-dilution provisions of such securities or otherwise.

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     VI. Liquidation Rights.
          In the event of any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after payment in full of the amounts to be paid to holders of Preferred Stock as set forth in any Certificates of Designations filed with respect thereto, the remaining assets and funds of the Corporation shall be divided among, and paid ratably to the holders of Class A Common Stock and Class B Common Stock (including those persons who shall become holders of Class A Common Stock by reason of the conversion of their shares of Class B Common Stock) as a single class. For the purposes of this Section VI, a consolidation or merger of the Corporation with one or more other corporations or business entities shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.
     VII. Reclassifications, Etc.
          Neither the Class A Common Stock nor the Class B Common Stock may be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the other class of Common Stock is subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner.
     VIII. Mergers, Consolidations, Etc.
          In any merger, consolidation or business combination of the Corporation with or into another corporation, whether or not the Corporation is the surviving corporation, the consideration per share to be received by holders of Class A Common Stock and Class B Common Stock in such merger, consolidation or business combination must be identical to that received by holders of the other class of Common Stock, except that in any such transaction in which shares of capital stock are distributed, such shares may differ as to voting rights to the extent and only to the extent that the voting rights of the Class A Common Stock and Class B Common Stock differ as provided herein.
     IX. Rights and Warrants.
          In case the Corporation shall issue rights or warrants to purchase shares of capital stock of the Corporation, the terms of the rights and warrants, and the number of rights or warrants per share, to be received by holders of Class A Common Stock and Class B Common Stock must be identical to that received by holders of the other class of Common Stock, except that the shares of capital stock into which such rights or warrants are exercisable may differ as to voting rights to the extent and only to the extent that the voting rights of the Class A Common Stock and Class B Common Stock differ as provided herein.

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B.   Preferred Stock.
     I. Issuance.
          Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in a Certificate or Certificates of Designations providing for the issuance of such series, adopted by the Board of Directors as hereinafter provided.
     II. Powers of the Board of Directors.
          Authority is hereby expressly granted to the Board of Directors to authorize the issue of one or more series of Preferred Stock, and with respect to each series to set forth in a Certificate or Certificates of Designations provisions with respect to the issuance of such series, the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof of the shares of each series of Preferred Stock, including without limitation the following:
     (a) The maximum number of shares to constitute such series and the distinctive designation thereof;
     (b) Whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;
     (c) The dividend rate, if any, on the shares of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of capital stock, and whether such dividends shall be cumulative or non-cumulative;
     (d) Whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to redemption, the times, prices and other terms and conditions of such redemption;
     (e) The rights of the holders of shares of such series upon the liquidation, dissolution or winding up of the Corporation;
     (f) Whether or not the shares of such series shall be subject to the operation of a retirement or sinking fund, and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

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     (g) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same;
     (h) The limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by the corporation of the Class A Common Stock, the Class B Common Stock or any other class or classes of stock of the corporation ranking junior to the shares of such series either as to dividends or upon liquidation;
     (i) The conditions or restrictions, if any, upon the creation of indebtedness of the corporation or upon the issue of any additional stock (including additional shares of such series or of any other series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up; and
     (j) Any other preference and relative, participating, optional, or other special rights, and qualifications, limitations or restrictions thereof as shall not be inconsistent with this Article FOURTH.
     III. Ranking.
          All shares of any one series of Preferred Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends, if any, thereon shall be cumulative; and all series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of Section B.II of this Article FOURTH; and all shares of Preferred Stock shall rank senior to the Common Stock both as to dividends and upon liquidation.
     IV. Liquidation Rights.
          Except as shall be otherwise stated and expressed in the Certificate or Certificates of Designations adopted by the Board of Directors with respect to any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, before any payment or distribution of the assets of the Corporation (whether capital or surplus) shall be made to or set apart for the holders of any class or classes of stock of the Corporation ranking junior to the Preferred Stock upon liquidation, the holders of the shares of the Preferred Stock shall be entitled to receive payment at the rate fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, plus (if dividends on shares of such series of Preferred Stock shall be cumulative) an amount equal to all dividends (whether or not earned or declared) accumulated to the date of final distribution to such holders; but they shall be entitled to no further payment. Except as aforesaid, if, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of the Preferred Stock shall be insufficient to pay in full the preferential

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amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For the purposes of this Section IV, a consolidation or merger of the Corporation with one or more other corporations or business entities shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary.
     V. Voting.
          Except as shall be otherwise stated and expressed herein or in the Certificate or Certificates of Designations adopted by the Board of Directors with respect to the issuance of any series of Preferred Stock and except as otherwise required by the laws of the State of Delaware, the holders of shares of Preferred Stock shall have, with respect to such shares, no right or power to vote on any question or in any proceeding or to be represented at, or to receive notice of, any meeting of stockholders.
          FIFTH. The management of the business and the conduct of the affairs of the Corporation, including the election of the Chairman, if any, the President, the Treasurer, the Secretary, and other principal officers of the Corporation, shall be vested in its Board of Directors. The number of directors of the Corporation shall be fixed by the By-Laws of the Corporation and may be altered from time to time as provided therein. A director shall be elected to hold office until the expiration of the term for which such person is elected (which shall expire at the next annual meeting of stockholders after such person’s election), and until such person’s successor shall be duly elected and qualified.
          SIXTH. Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware order a meeting of the creditors or class of creditors, and/or the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on this corporation.

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          SEVENTH. The power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors and the stockholders entitled to vote in the election of directors.
          EIGHTH. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.
          No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that this paragraph shall not eliminate or limit the liability of a director (A) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the General Corporation Law of the State of Delaware, or (D) for any transaction from which the director derived an improper personal benefit.
          NINTH. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because such director’s or officer’s votes are counted for such purpose, if:
     A. The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
     B. The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
     C. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

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          Common or interested directors may be counted in the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
          TENTH.
A.   Certain Acknowledgements; Definitions.
          It is recognized that (a) certain directors and officers of the Corporation and its subsidiaries (the “Overlap Persons”) have served and may serve as directors, officers, employees and agents of Cablevision Systems Corporation and of Madison Square Garden, Inc. (“MSG”) and their subsidiaries and successors (each of the foregoing is an “Other Entity”), (b) the Corporation and its subsidiaries, directly or indirectly, may engage in the same, similar or related lines of business as those engaged in by any Other Entity and other business activities that overlap with or compete with those in which such Other Entity may engage, (c) the Corporation or its subsidiaries may have an interest in the same areas of business opportunity as an Other Entity, (d) the Corporation will derive substantial benefits from the service as directors or officers of the Corporation and its subsidiaries of Overlap Persons, and (e) it is in the best interests of the Corporation that the rights of the Corporation, and the duties of any Overlap Persons, be determined and delineated as provided in this Article TENTH in respect of any Potential Business Opportunities (as defined below) and in respect of the agreements and transactions referred to herein. The provisions of this Article TENTH will, to the fullest extent permitted by law, regulate and define the conduct of the business and affairs of the Corporation and its officers and directors who are Overlap Persons in connection with any Potential Business Opportunities and in connection with any agreements and transactions referred to herein. Any person purchasing or otherwise acquiring any shares of capital stock of the Corporation, or any interest therein, will be deemed to have notice of and to have consented to the provisions of this Article TENTH. References in this Article TENTH to “directors,” “officers,” “employees” and “agents” of any person will be deemed to include those persons who hold similar positions or exercise similar powers and authority with respect to any other entity that is a limited liability company, partnership, joint venture or other non-corporate entity.
B.   Duties of Directors and Officers Regarding Potential Business Opportunities; Renunciation of Interest in Potential Business Opportunities.
          If a director or officer of the Corporation who is an Overlap Person is presented or offered, or otherwise acquires knowledge of, a potential transaction or matter that may constitute or present a business opportunity for the Corporation or any of its subsidiaries, in which the Corporation or any of its subsidiaries could, but for the provisions of this Article TENTH, have an interest or expectancy (any such transaction or matter, and any such actual or potential business opportunity, a “Potential Business Opportunity”), (i) such Overlap Person will, to the fullest extent permitted by law, have no duty or obligation to refrain from referring such Potential Business Opportunity to any Other Entity and, if such Overlap Person refers such Potential Business Opportunity to an Other Entity, such Overlap Person shall have no duty or obligation to refer such Potential Business Opportunity to the Corporation or to any of its subsidiaries or to give any notice to the Corporation or to any of its subsidiaries regarding such

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Potential Business Opportunity (or any matter related thereto), (ii) if such Overlap Person refers a Potential Business Opportunity to an Other Entity, such Overlap Person, to the fullest extent permitted by law, will not be liable to the Corporation as a director, officer, stockholder or otherwise, for any failure to refer such Potential Business Opportunity to the Corporation, or for referring such Potential Business Opportunity to any Other Entity, or for any failure to give any notice to the Corporation regarding such Potential Business Opportunity or any matter relating thereto; (iii) any Other Entity may participate, engage or invest in any such Potential Business Opportunity notwithstanding that such Potential Business Opportunity may have been referred to such Other Entity by an Overlap Person, and (iv) if a director or officer who is an Overlap Person refers a Potential Business Opportunity to an Other Entity, then, as between the Corporation and its subsidiaries, on the one hand, and such Other Entity, on the other hand, the Corporation and its subsidiaries shall be deemed to have renounced any interest, expectancy or right in or to such Potential Business Opportunity or to receive any income or proceeds derived therefrom solely as a result of such Overlap Person having been presented or offered, or otherwise acquiring knowledge of, such Potential Business Opportunity, unless in each case referred to in clause (i), (ii), (iii) or (iv), such Potential Business Opportunity satisfies all of the following conditions (any Potential Business Opportunity that satisfies all of such conditions, a “Restricted Potential Business Opportunity”): (A) such Potential Business Opportunity was expressly presented or offered to the Overlap Person solely in his or her capacity as a director or officer of the Corporation; (B) the Overlap Person believed that the Corporation possessed, or would reasonably be expected to be able to possess, the resources necessary to exploit such Potential Business Opportunity; and (C) substantially all of such opportunity, at the time it is presented to the Overlap Person, is, and is expected to remain, an “Independent Film Network;” provided, that the Corporation or any of its subsidiaries is directly engaged in that business at the time the Potential Business Opportunity is presented or offered to the Overlap Person. For purposes hereof, an “Independent Film Network” shall mean a nationally distributed cable television network that (i) has at least fifty million viewing subscribers in the United States, (ii) at least 75% of its (x) programming is comprised of and (y) revenues are derived from, independent films and other programming relating to the world of independent film, and (iii) is not targeted to sports fans or music fans (including, without limitation, such network does not feature a material portion of music or sports-related programming). The Corporation hereby renounces, on behalf of itself and its subsidiaries, to the fullest extent permitted by law, any interest or expectancy in any Potential Business Opportunity that is not a Restricted Potential Business Opportunity. In the event the Corporation’s board of directors declines to pursue a Restricted Potential Business Opportunity, Overlap Persons shall be free to refer such Restricted Potential Business Opportunity to an Other Entity.
C.   Certain Agreements and Transactions Permitted.
          No contract, agreement, arrangement or transaction (or any amendment, modification or termination thereof) entered into between the Corporation and/or any of its subsidiaries, on the one hand, and Cablevision or MSG and/or any of their subsidiaries, on the other hand, before the Corporation ceased to be an indirect, wholly-owned subsidiary of Cablevision shall be void or voidable or be considered unfair to the Corporation or any of its subsidiaries solely because an Other Entity is a party thereto, or because any directors, officers or

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employees of an Other Entity were present at or participated in any meeting of the board of directors, or a committee thereof, of the Corporation, or the board of directors, or committee thereof, of any subsidiary of the Corporation, that authorized the contract, agreement, arrangement or transaction (or any amendment, modification or termination thereof), or because his, her or their votes were counted for such purpose. The Corporation may from time to time enter into and perform, and cause or permit any of its subsidiaries to enter into and perform, one or more contracts, agreements, arrangements or transactions (or amendments, modifications or supplements thereto) with an Other Entity. To the fullest extent permitted by law, no such contract, agreement, arrangement or transaction (nor any such amendments, modifications or supplements), nor the performance thereof by the Corporation, or any subsidiary of the Corporation, or by an Other Entity, shall be considered contrary to any fiduciary duty owed to the Corporation (or to any subsidiary of the Corporation, or to any stockholder of the Corporation or any of its subsidiaries) by any director or officer of the Corporation (or by any director or officer of any subsidiary of the Corporation) who is an Overlap Person. To the fullest extent permitted by law, no director or officer of the Corporation or any subsidiary of the Corporation who is an Overlap Person thereof shall have or be under any fiduciary duty to the Corporation (or to any subsidiary of the Corporation, or to any stockholder of the Corporation or any of its subsidiaries) to refrain from acting on behalf of the Corporation or Cablevision or MSG, or any of their respective subsidiaries, in respect of any such contract, agreement, arrangement or transaction or performing any such contract, agreement, arrangement or transaction in accordance with its terms and each such director or officer of the Corporation or any subsidiary of the Corporation who is an Overlap Person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and its subsidiaries, and shall be deemed not to have breached his or her duties of loyalty to the Corporation or any of its subsidiaries or any of their respective stockholders, and not to have derived an improper personal benefit therefrom.
D.   Amendment of Article TENTH.
          No alteration, amendment or repeal of, or adoption of any provision inconsistent with, any provision of this Article TENTH will have any effect upon (a) any agreement between the Corporation or a subsidiary thereof and any Other Entity, that was entered into before the time of such alteration, amendment or repeal or adoption of any such inconsistent provision (the “Amendment Time”), or any transaction entered into in connection with the performance of any such agreement, whether such transaction is entered into before or after the Amendment Time, (b) any transaction entered into between the Corporation or a subsidiary thereof and any Other Entity, before the Amendment Time, (c) the allocation of any business opportunity between the Corporation or any subsidiary thereof and any Other Entity before the Amendment Time, or (d) any duty or obligation owed by any director or officer of the Corporation or any subsidiary of the Corporation (or the absence of any such duty or obligation) with respect to any Potential Business Opportunity which such director or officer was offered, or of which such director or officer otherwise became aware, before the Amendment Time (regardless of whether any proceeding relating to any of the above is commenced before or after the Amendment Time).

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          IN WITNESS WHEREOF, AMC NETWORKS INC. has caused this certificate to be signed by ____________________, its ____________________, on the ___ day of June, 2011.
         
  AMC NETWORKS INC.
 
 
  By      
    Name:      
    Title:      
 

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exv3w4
Exhibit 3.4
AMENDED BY-LAWS
OF
AMC NETWORKS INC.
(A DELAWARE CORPORATION)
AMENDED JUNE ____, 2011

 


 

AMC NETWORKS INC.
BY-LAWS

TABLE OF CONTENTS
         
    Page  
Article I Stockholders
    1  
 
       
1. Certificates; Uncertificated Shares
    1  
2. Fractional Share Interests
    2  
3. Stock Transfers
    2  
4. Record Date for Stockholders
    2  
5. Meaning of Certain Terms
    3  
6. Stockholder Meetings
    3  
 
       
Article II Directors
    6  
 
       
1. Functions and Definitions
    6  
2. Qualifications and Number
    7  
3. Election and Term
    7  
4. Meeting
    7  
5. Removal of Directors
    8  
6. Action in Writing
    8  
7. Executive Committee
    8  
8. Other Committees
    9  
 
       
Article III Officers
    10  
 
       
1. Executive Officers
    10  
2. Term of Office; Removal
    10  
3. Authority and Duties
    10  
4. The Chairman
    10  
 
       
Article IV Voting of Stock in Other Companies
    10  
 
       
Article V Corporate Seal and Corporate Books
    11  
 
       
Article VI Fiscal Year
    11  
 
       
Article VII Control over By-Laws
    11  
 
       
Article VIII Indemnification
    11  

 


 

AMENDED BY-LAWS
OF
AMC NETWORKS INC.
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
     1. Certificates; Uncertificated Shares. The shares of stock in the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, to the extent, if any, required by applicable law, every holder of stock in the corporation represented by a certificate shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman, the Chief Executive Officer or Vice Chairman, if any, or by the President, if any, or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation certifying the number of shares owned by him in the corporation. If such certificate is countersigned by a transfer agent other than the corporation or its employee or by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
     Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 


 

          The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.
     2. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. In lieu thereof it shall either pay in cash the fair value of fractions of a share, as determined by the Board of Directors, to those entitled thereto or issue scrip or fractional warrants in registered form, either represented by a certificate or uncertificated, or bearer form over the manual or facsimile signature of an officer of the corporation or of its agent, exchangeable as therein provided for full shares, but such scrip or fractional warrants shall not entitle the holder to any rights of a stockholder except as therein provided. Such scrip or fractional warrants may be issued subject to the condition that the same shall become void if not exchanged for certificates representing full shares of stock or uncertificated full shares of stock before a specified date, or subject to the condition that the shares of stock for which such scrip or fractional warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or fractional warrants, or subject to any other conditions which the Board of Directors may determine.
     3. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.
     4. Record Date for Stockholders. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the directors may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. When a determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders has been made as provided in this paragraph, such determination shall apply to any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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     5. Meaning of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, including any Preferred Stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.
     6. Stockholder Meetings.
          Time. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors. A special meeting shall be held on the date and at the time fixed by the directors.
          Place. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.
          Call. Annual meetings and special meetings may be called by the Board of Directors only.
          Notice or Waiver of Notice. Notice of all meetings shall be given, stating the place, date, and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail or in such other manner as may be permitted by the General Corporation Law, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such stockholder’s record address or at such other address which he may have furnished for such purpose in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereof prepaid, in the United States mail. If a meeting is adjourned to another time, not

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more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.
          Stockholder List. There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.
          Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order or seniority and if present and acting, the Chairman, if any, the Executive Chairman, if any, the Chief Executive Officer, if any, a Vice Chairman, if any, the President, if any, a Vice President, a chairman for the meeting chosen by the Board of Directors, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his or her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting. The presiding officer shall: call the meeting to order; determine when proxies must be filed with the secretary of the meeting; open the polls, establish the time period for which polls remain open and close the polls; decide who may address the meeting and generally determine the order of business and time for adjournment of the meeting. The presiding officer shall also maintain proper and orderly conduct, and shall take all means reasonably necessary to prevent or cease disruptions, personal attacks or inflammatory remarks at the meeting. In addition to the powers and duties specified herein, the presiding officer shall have the authority to make all other determinations necessary for the order and proper conduct of the meeting.
          Proxy Representation. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting or voting or participating at a meeting. Such authorization may take any form permitted by the General Corporation Law. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if,

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and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
          Inspectors and Judges. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his or her ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or ballots, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or ballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such inspector(s) and execute a certificate of any fact found by such inspector(s).
          Quorum. Except as the General Corporation Law or these by-laws may otherwise provide, the holders of a majority of the votes represented by the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business; provided, however, that if the certificate of incorporation or the General Corporation Law provides that voting on a particular action is to be by class, a majority of the votes represented by the outstanding shares of stock of such class shall constitute a quorum at a meeting of stockholders for the authorization of such action. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.
          Voting. Except as otherwise provided in these by-laws, the certificate of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof, and except as otherwise provided by the General Corporation Law, at every meeting of the stockholders, each stockholder entitled to vote at such meeting shall be entitled to the number of votes as specified, and to the extent provided for, in the certificate of incorporation or, with respect to Preferred Stock, the resolution or resolutions of the Board of Directors providing for the issuance thereof, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of directors, a plurality of the votes cast by each class of stock, voting separately as a class, shall elect the directors that such class is authorized to elect as specified, and to the extent provided for, in the certificate of incorporation. Any other action shall be authorized by a majority of the votes cast except where the certificate of incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power. Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

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          Advance Notice of Stockholder Proposals. At any annual or special meeting of stockholders, proposals by stockholders and persons nominated for election as directors by stockholders shall be considered only if advance notice thereof has been timely given as provided herein. Notice of any proposal to be presented by any stockholder or of the name of any person to be nominated by any stockholder for election as a director of the corporation at any meeting of stockholders shall be given to the Secretary of the corporation not less than 60 nor more than 90 days prior to the date of the meeting; provided, however, that if the date of the meeting is publicly announced or disclosed less than 70 days prior to the date of the meeting, such notice shall be given not more than ten days after such date is first so announced or disclosed. No additional public announcement or disclosure of the date of any annual meeting of stockholders need be made if the corporation shall have previously disclosed, in these by-laws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board of Directors determines to hold the meeting on a different date. Any stockholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the corporation beneficially owned by such stockholder and any material interest of such stockholder in the proposal (other than as a stockholder). Any stockholder desiring to nominate any person for election as a director of the corporation shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of each class of stock of the corporation beneficially owned by such person, the information regarding such person required by Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the corporation), such person’s signed consent to serve as a director of the corporation if elected, such stockholder’s name and address and the number and class of all shares of each class of stock of the corporation beneficially owned by such stockholder. As used herein, shares “beneficially owned” shall mean all shares as to which such person, together with such person’s affiliates and associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as well as all shares as to which such person, together with such person’s affiliates and associates, has the right to become the beneficial owner pursuant to any agreement or understanding, or upon the exercise of warrants, options or rights to convert or exchange (whether such rights are exercisable immediately or only after the passage of time or the occurrence of conditions). The person presiding at the meeting shall determine whether such notice has been duly given and shall direct that proposals and nominees not be considered if such notice has not been given.
ARTICLE II
DIRECTORS
     1. Functions and Definitions. The business of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole Board of Directors” herein refers to the total number of directors which the corporation would have if there were no vacancies.

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     2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of 12 persons. Thereafter the number of directors constituting the whole Board of Directors shall be at least three. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the Board of Directors only, or, if the number is not fixed, the number shall be 12.
     3. Election and Term. The first Board of Directors shall be elected by the incorporator and shall hold office until the next election of the class for which such directors have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office for the term of the class for which such directors shall have been chosen and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, any vacancy in the Board of Directors may be filled as provided in the certificate of incorporation.
     4. Meeting.
          Time. Meetings shall be held at such time as the Board of Directors shall fix.
          First Meeting. The first meeting of each newly elected Board of Directors may be held immediately after each annual meeting of the stockholders at the same place at which the annual meeting of stockholders is held, and no notice of such meeting shall be necessary, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as hereinafter provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the directors.
          Place. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board of Directors.
          Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman, if any, a Vice Chairman, if any, the Chief Executive Officer, or the President, if any, or of a majority of the directors in office.
          Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, electronic or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify

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the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein.
          Attendance of a director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
          Quorum and Action. A majority of the whole Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum; provided, however, that such majority shall constitute at least one-third (1/3) of the whole Board of Directors. Any director may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and such participation in a meeting of the Board of Directors shall constitute presence in person at such meeting. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law or the certificate of incorporation, the act of the Board of Directors shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these by-laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board of Directors.
          Chairman of the Meeting. The Chairman, if any and if present and acting, shall preside at all meetings; otherwise, any other director chosen by the Board of Directors shall preside.
     5. Removal of Directors. Any or all of the directors may be removed for cause or without cause by the stockholders; provided, however, that so long as the certificate of incorporation provides that each class of stock, voting separately as a class, shall elect a certain percentage of directors, a director may be removed without cause by stockholders only by the vote of the class of stock, voting separately as a class, that either elected such director or elected the predecessor of such director whose position was filled by such director due to the predecessor director’s death, resignation or removal.
     6. Action in Writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
     7. Executive Committee.
          Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors of the corporation of such number of members as shall be determined from time to time by the Board of Directors. The term of office of each member of the Executive

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Committee shall be co-extensive with the term of such member’s office as director. Any member of the Executive Committee who shall cease to be a director of the corporation shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of the Executive Committee. The provisions of Section 6 of this Article II with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, except as limited by the General Corporation Law. The Executive Committee shall have power to make rules and regulations for the conduct of its business. Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors from among the directors at a regular meeting, or at a special meeting held for that purpose.
          Chairman and Secretary. The Executive Committee shall elect from its own members a chairman who shall hold office during the term of such person’s office as a member of the Executive Committee. When present, the chairman shall preside over all meetings of the Executive Committee. The Executive Committee shall also elect a secretary of the Executive Committee who shall attend all meetings of the Executive Committee and keep the minutes of its acts and proceedings. Such secretary shall be a member of the Board of Directors and may, but need not, be a member of the Executive Committee.
          Minutes. The Executive Committee shall keep minutes of its acts and proceedings which shall be submitted at the next meeting of the Board of Directors, and any action taken by the Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors.
          Meetings. The Executive Committee may hold meetings, both regular and special, either within or without the State of Delaware, as shall be set forth in the Notice of the Meeting or in a duly executed Waiver of Notice thereof.
     8. Other Committees. The Board of Directors may from time to time, by resolution adopted by affirmative vote of a majority of the whole Board of Directors, appoint other committees of the Board of Directors which shall have such powers and duties as the Board of Directors may properly determine. No such other committee of the Board of Directors shall be composed of fewer than two directors. Meetings of such committees of the Board of Directors may be held at any place, within or without the State of Delaware, from time to time designated by the Board of Directors or the committee in question. Such committees may meet at stated times or on two days’ notice by any member of such committee to all other members, by delivered letter, by mail, by courier service or by email. The provisions of Section 4 of this Article II with respect to waiver of notice of meetings of the Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of such other committees.

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ARTICLE III
OFFICERS
     1.  Officers. The directors may elect or appoint an Executive Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a Chief Accounting Officer, one or more Vice Chairmen, a President, one or more Vice Presidents (one or more of whom may be denominated “Executive Vice President” or “Senior Vice President”), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, one or more Assistant Controllers and such other officers as they may determine. Any number of offices may be held by the same person.
     2. Term of Office; Removal. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified. The Board of Directors may remove any officer for cause or without cause.
     3. Authority and Duties. All officers, as between themselves and the corporation, shall have such authority and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by these by-laws, or, to the extent not so provided, by the Board of Directors. The Board of Directors may delegate to the Chairman or to the Chief Executive Officer the power and authority to define the authority and duties of any or all of the other officers of the corporation.
     4. The Chairman. The Chairman, if any, shall preside at all meetings of the Board of Directors; otherwise, any other director chosen by the Board of Directors shall preside. The Chairman, if any, shall have such additional duties as the Board of Directors may prescribe. As used in these by-laws, the term “Chairman” means the Executive Chairman if any.
ARTICLE IV
VOTING OF STOCK IN OTHER COMPANIES
          Unless otherwise ordered by the Board of Directors, the Chairman, the Chief Executive Officer, a Vice Chairman, the President, a Vice President, the Secretary or the Treasurer shall have full power and authority on behalf of the corporation to attend and to act and vote at any meetings of stockholders of any corporation, or to execute written consents as a stockholder of any corporation, in which the corporation may hold stock and at any such meeting, or in connection with any such consent, shall possess and exercise any and all of the rights and powers incident to the ownership of such stock which as the owner thereof the corporation might have possessed and exercised if present or any of the foregoing officers of the corporation may in his or her discretion give a proxy or proxies in the name of the corporation to any other person or persons, who may vote said stock, execute any written consent, and exercise any and all other rights in regard to it here accorded to the officers. The Board of Directors by resolution from time to time may limit or curtail such power. The officers named above shall have the same powers with respect to entities which are not corporations.

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ARTICLE V
CORPORATE SEAL AND CORPORATE BOOKS
          The corporate seal shall be in such form as the Board of Directors shall prescribe.
          The books of the corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine.
ARTICLE VI
FISCAL YEAR
          The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
          The power to amend, alter, and repeal these by-laws and to adopt new by-laws shall be vested in both the Board of Directors and the stockholders entitled to vote in the election of directors.
ARTICLE VIII
INDEMNIFICATION
          A. The corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in official capacity as a director, officer, employee or agent or alleged action in any other capacity while serving as a director, officer, employee or agent, to the maximum extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection with such proceeding. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final

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disposition; provided, however, that, if the General Corporation Law so requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this Article or otherwise.
          B. The right to indemnification and advancement of expenses conferred on any person by this Article shall not limit the corporation from providing any other indemnification permitted by law nor shall it be deemed exclusive of any other right which any such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.
          C. The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

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exv3w5
Exhibit 3.5
 
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
AMC NETWORKS INC.
AND
THE CHARLES F. DOLAN CHILDREN TRUSTS
 

 


 

REGISTRATION RIGHTS AGREEMENT
          Registration Rights Agreement (this “Agreement”) dated as of June _______, 2011 (but effective as provided in Section 10(l)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
WITNESSETH:
          WHEREAS, as of the date of this Agreement, the Children Trusts own shares of Cablevision NY Group Class B Common Stock, par value $.01 per share (“Cablevision Class B Common Stock”), and shares of Cablevision NY Group Class A Common Stock, par value $.01 per share (“Cablevision Class A Common Stock”);
          WHEREAS, the Children Trusts are party to a Registration Rights Agreement, dated as of January 13, 2010, by and among Cablevision and the Children Trusts, and the Children Trusts have certain registration rights under that agreement with respect to shares of Cablevision Class A Common Stock;
          WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of Cablevision Class A Common Stock all of the outstanding shares of the Company’s Class A Common Stock, $.01 par value (the “Class A Common Stock”), and

 


 

to the holders of Cablevision Class B Common Stock all of the outstanding shares of the Company’s Class B Common Stock, $.01 par value (the “Class B Common Stock”); and
          WHEREAS, the Company and the Children Trusts wish to provide for benefits and restrictions applicable to the Shares owned by the Children Trust Holders following the Distribution, all as provided herein.
          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
          1. Conversion of Class B Common Stock into Class A Common Stock.
          (a) Transfers Requiring Conversion. Subject to Section 1(b), (i) each Children Trust agrees that if at any time or from time to time it desires to sell, transfer or otherwise dispose of, directly or indirectly (including, without limitation, any transfer or issuance of equity or beneficial interests in an entity that is a Children Trust Holder) (a “Transfer”), any or all of its shares of Class B Common Stock and (ii) each other Children Trust Holder agrees that if at any time or from time to time it desires to Transfer any or all of its CSCo Shares, such Children Trust or Children Trust Holder, as the case may be, shall convert such shares of Class B Common Stock into shares of Class A Common Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company immediately prior to such Transfer. Subject to Section 1(b), the Company shall be under no obligation to record the Transfer on its books of such shares of Class B Common Stock until they have been converted into Class A Common Stock.

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          (b) Permissible Transfers Without Conversion. The provisions of subparagraph (a) of this Section 1 are inapplicable to (i) any Transfer of shares of Class B Common Stock (including any Transfer of equity or beneficial interests in an entity that is a Children Trust Holder) to Dolan, his spouse, any person related to Dolan by reason of being his ancestor or descendent (natural or adopted), any Acceptable Marital Trust, any entity (whether a corporation, partnership, limited liability company, trust or other entity of any kind) all of the equity or beneficial interests in which are owned or held by any of the foregoing persons, or any person (whether or not such person is one of the foregoing persons) who is a trustee for, or is acting on behalf of, any of such foregoing persons, and (ii) any bona fide pledge or similar perfected security interest relating to any interest in any of the foregoing persons (an “Indirect Pledge”) or to Collateral Stock, in either case for the benefit of any Creditor; provided, however, that the Transfer shall not be permissible and shall be void for all purposes unless (x) in the case of a Transfer referred to in clause (i) of this Section 1(b) the transferee executes a joinder agreement in the form attached hereto as Exhibit A (it being understood that, if such transferee is also a successor to a Children Trust, neither the obligation to execute, nor the execution of, such joinder agreement shall limit the effect of the first sentence of Section 10(d)), and (y) in the case of a Transfer referred to in clause (ii) of this Section 1(b), (A) such shares of Collateral Stock or, in the case of an Indirect Pledge, such interests in such other person, remain registered solely in the name of one or more Children Trust Holders, and (B) any such Creditor agrees with the Company in a writing reasonably acceptable to the Company not to foreclose on, or otherwise make use of or exercise remedies with respect to, or effect any Transfer of, the Collateral Stock or, in the case of an Indirect Pledge,

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such interests, without prior conversion of the shares of Collateral Stock or, in the case of an Indirect Pledge, the shares of Class B Common Stock, owned by the person the interests in which are the subject of the Indirect Pledge into shares of Class A Common Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company, and provided further that the last sentence of paragraph (a) of this Section 1 shall remain applicable to any shares of Class B Common Stock that are the subject of a Transfer, including any pledge or the creation of any security interest, pursuant to this Section 1(b).
          (c) Legends. All certificates representing shares of Class B Common Stock that are covered by this Agreement shall have endorsed thereon a legend which shall read substantially as follows:
“The shares represented by this certificate are held subject to the terms of a certain Registration Rights Agreement, dated [month] [day], 2011, by and among AMC Networks Inc. and the Dolan Children Trusts, as amended from time to time, a copy of which is on file with the Secretary of AMC Networks Inc., and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Registration Rights Agreement.”
          2. Demand Registration by the Children Trust Parties of the Shares.
          (a) Demand Registration. One or more of the Children Trust Parties may request in writing, with the prior written consent (the “Dolan Consent”) of (i) Dolan, (ii) if Dolan is deceased or disabled, of his widow, if deceased, or spouse, if disabled, or (iii) if both Dolan and his wife are deceased or disabled, the Dolan Family Committee, that the Company file a registration statement on an appropriate form for the general registration of securities under the Securities Act, and include therein such number of the

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Shares owned by such Children Trust Party as such person may specify in its written request; provided, however, that (x) the Company shall not be required to file a registration statement pursuant to this Section 2 if (A) the Shares requested to be so registered do not, in the case of a Children Trust Holder, together with any Shares timely requested to be registered by other Children Trust Holders and Other Holders pursuant to the third-to-last sentence of this Section 2(a), have an aggregate Market Price exceeding the Rule 144 Threshold as of the Trading Day immediately preceding the expiration of the applicable Notice Period under such sentence or, in the case of a Qualifying Creditor, do not have an aggregate Market Price exceeding the Rule 144 Threshold as of the Trading Day immediately preceding the date on which the request for registration is received by the Company, or (B) the Company delivers to each Children Trust Party requesting registration under this Section 2 an opinion of counsel to the Company (such opinion and such counsel to be reasonably acceptable to each such Children Trust Party, it being agreed that the Company’s regular outside securities counsel shall be deemed to be reasonably acceptable counsel for this purpose) to the effect that the Shares proposed to be registered by such person may be offered and sold by such person to the public in the United States together with the Shares requested to be registered by all other Children Trust Parties and Other Holders (I) without registration pursuant to an effective registration statement under the Securities Act and (II) within the volume limitations under Rule 144(e) promulgated under the Securities Act (or any successor rule or regulation) whether or not such volume limitations are then applicable, (y) subject to the next sentence, after the death of both Dolan and his spouse, the Children Trust Holders shall in the aggregate have the right on only four occasions to require the Company to file

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a registration statement pursuant to this Section 2, and (z) subject to the next sentence, a Qualifying Creditor may require registration only following the exercise of its remedies under a security agreement with a Children Trust Holder and for the purpose of Transferring Shares pursuant thereto and each Qualifying Creditor may only require one registration hereunder. The total number of demand registrations under clauses (y) and (z) of the immediately preceding sentence and under the corresponding provisions of the Dolan Registration Rights Agreement shall not exceed four. Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that the Dolan Consent may be granted by the person or entity then entitled to grant such consent with respect to a Qualifying Creditor at the time the pledge or similar security arrangement applicable to such Qualifying Creditor is created, and that such consent will thereafter constitute an irrevocable Dolan Consent for any future request by such Qualifying Creditor for a registration under this Section 2, whether or not the person or entity that granted such Dolan Consent is the person or entity otherwise entitled to grant Dolan Consents at the time such request is actually exercised. All requests made pursuant to this paragraph shall specify the aggregate number of Shares to be registered and the intended methods of disposition thereof, which methods may include an underwritten public offering. Upon receipt of a written request for registration from a Children Trust Holder pursuant to the preceding sentences, the Company shall promptly give written notice of the proposed registration to each such other Children Trust Holder and each Other Holder and provide each such other holder with the opportunity to join in such request by written notice to the Company specifying the aggregate number of Shares to be registered by such holder within 20 days from the date of the Company’s written notice (such period is referred to

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as the “Notice Period”). Subject to Section 2(c) of this Agreement, the Company will use its reasonable best efforts to ensure that each registration statement required to be filed pursuant to this Section 2 shall be filed with the Securities and Exchange Commission (the “Commission”) as promptly as reasonably practicable, but not later than 45 days after receipt of such request by the Company, and the Company shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as promptly thereafter as practicable; provided, however, that the Company shall not be required to maintain such effectiveness for more than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension of Effectiveness in Section 2(c), the Children Trust Parties that made the registration request under this Section 2(a) shall have the right to withdraw any such request, and such withdrawn request shall not count as a demand registration under clause (y) or (z) of this Section 2(a) or the corresponding provisions under the Dolan Registration Rights Agreement, if (1) the registration statement required to be filed pursuant to this Section 2 is not filed with the Commission by the date that is 45 days after such request is received by the Company and has not at the time of such withdrawal been filed with the Commission, or is not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective, and (2) in either case, such Children Trust Parties notify the Company of the withdrawal of such request no later than 10 days after such 45th or 90th day, as the case may be.
          (b) Concurrent Primary Offering. Anything in this Section 2 to the contrary notwithstanding, if the Company at the time of receipt of a request for

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registration pursuant to this Section 2 has a bona fide intent and plan to file a registration statement (other than on Form S-4 or S-8 or any successor forms) covering a primary offering by the Company of its Common Equity Securities, the Company, by notice to the applicable Children Trust Parties, may delay the filing (but not the preparation) of the requested registration statement for a period ending on the earlier of (i) 60 days after the closing of such offering or (ii) 120 days after receipt of the request for registration; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within 75 days after receipt of such request, the Company shall promptly thereafter file the requested registration statement. The Company may not, pursuant to the immediately preceding sentence, delay the filing of a requested registration statement more than once during any two-year period.
          (c) Suspension of Offering. Upon notice by the Company to any Children Trust Party which has requested registration under this Section 2 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement

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has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Children Trust Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 2(c) at any time when a registration statement has been filed and declared effective, each Children Trust Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Children Trust Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Children Trust Party will deliver to the Company all copies (other than permanent file copies then in such Children Trust Party’s possession) of any prospectus covering Shares in the possession of such Children Trust Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall

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not, without the consent of a majority of the Children Trust Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 2(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Children Trust Parties have sold less than 75% of the Shares to be sold in such offering, the Children Trust Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Dolan Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (y) and (z) of Section 2(a) or the comparable provisions under the Dolan Registration Rights Agreement.
          (d) Market Price; Trading Day. For purposes of this Section 2:
          (i) “Market Price” of a share of Class A Common Stock shall mean the weighted average of the closing prices for the Class A Common Stock on each Trading Day (as defined below) in the 30-day period ending on the day prior to the date of determination as reported in the consolidated transaction reporting system of the NASDAQ Global Market or on the comparable reporting system of such other exchange or trading system that is at the time the principal market for the Class A Common Stock.

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          (ii) “Trading Day” shall mean any day on which trading takes place on the NASDAQ Global Market or such other exchange or trading system that is at the time the principal market for the Class A Common Stock.
          3. Coordination of PiggyBack Registration Rights.
          Each of the Children Trust Parties hereby acknowledges and consents to the grant by the Company to the Dolan Family Affiliate Holders (as defined in the Dolan Registration Rights Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Dolan Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Children Trust Parties further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Children Trust Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Children Trust Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the Dolan Registration Rights Agreement, neither the Company nor any of its security

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holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.
          4. Piggyback Registration of the Shares.
          If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Dolan Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Dolan’s consent, if he is not then deceased or disabled, to include in such registration statement such number of the Shares as such Children Trust Holder may request not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included

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in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to

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any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders and the Other Holders shall first be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.
          5. Holdback Agreements.
          (a) Restrictions on Public Sale by Children Trust Parties. To the extent not inconsistent with applicable law, each Children Trust Party agrees not to offer publicly or effect any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144 under the Securities Act (or any successor rule or regulation), during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed by the Company pursuant to which any such shares or securities are being registered (except as part of such registration), if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering.
          (b) Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period

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beginning on, the effective date of any registration statement filed at the request of a Children Trust Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).
          6. Registration Procedures.
          In connection with any registration of the Shares owned by a Children Trust Party contemplated hereby, the Company will as expeditiously as possible:
          (a) Furnish to such Children Trust Party, prior to filing a registration statement, copies of such registration statement as proposed to be filed, and thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents in such quantities as such Children Trust Party may reasonably request from time to time in order to facilitate the disposition of the Shares.

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          (b) Use its reasonable best efforts to register or qualify the Shares being registered as contemplated hereby (the “Registered Class A”) under such other securities or blue sky laws of such jurisdictions as such Children Trust Party reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Children Trust Party to consummate the disposition in such jurisdictions of the Registered Class A; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (b), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.
          (c) Use its reasonable best efforts to cause the Registered Class A to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable such Children Trust Party to consummate the disposition of such Registered Class A.
          (d) Notify such Children Trust Party at any time, (i) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Class A for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (iv) when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the

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prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, except as otherwise provided in Section 2(c) hereof, the Company will, as expeditiously as practicable, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registered Class A, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
          (e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at the earliest date reasonably practical.
          (f) Cause all such Registered Class A to be listed on the NASDAQ Global Market or on any other securities exchange on which the Class A Common Stock is then listed, provided that the applicable listing requirements are satisfied.
          (g) Enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably requested by the relevant Children Trust Party in order to expedite or facilitate the disposition of the Registered Class A.
          (h) Make available for inspection by such Children Trust Party, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by such Children Trust Party or such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent

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corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Any Children Trust Party shall use reasonable best efforts, prior to any disclosure by any such Inspector under clause (i) of the preceding sentence, to inform the Company that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement. Each Children Trust Party further agrees that it will, upon learning that disclosure of Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the expense of the Company, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
          (i) In the event such sale is pursuant to an underwritten offering, use its reasonable best efforts to (i) obtain a comfort letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by such letters as any Children Trust Party reasonably requests and (ii) ensure that (A) the representations, warranties and covenants contained in the applicable underwriting agreement shall expressly be for the benefit of any Children Trust Party participating in such sale, (B) the conditions to closing in said underwriting

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agreement shall be reasonably satisfactory to such Children Trust Party and (C) to the extent customary, all comfort letters and opinions of counsel contemplated by said underwriting agreements are delivered to such Children Trust Party on the closing date of the offering.
          (j) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and have the registration statement declared effective as soon as practicable after filing.
          The Company may require any Children Trust Party to furnish to the Company such information regarding such Children Trust Party as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder.
          Each Children Trust Party agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6(d) hereof, such Children Trust Party will forthwith discontinue disposition of the Registered Class A pursuant to the registration statement covering such Registered Class A until such Children Trust Party receives the copies of the supplemented or amended prospectus contemplated by Section 6(d) hereof, and, if so directed by the Company, such Children Trust Party will deliver to the Company (at the expense of the Company) all copies, other than permanent file copies then in such Children Trust Party’s possession, of the prospectus covering such Registered Class A current at the time of receipt of such notice. If interrupted by receipt of any such notice pursuant to Section 6(d), any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration

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statement pursuant to Section 2(a) shall be extended by the number of days during which the interruption was in effect.
          7. Registration Expenses.
          Other than in the case of (a) a registration at the request of a Qualifying Creditor or (b) a demand registration under Section 2(a)(iii) after the second such registration (each registration referred to in clause (a) or (b), a “Designated Registration”), all expenses incident to the performance of or compliance with this Agreement by the Company, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registered Class A), printing expenses, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses incurred in connection with the listing of the Registered Class A on the NASDAQ Global Market or any other securities exchange on which such Class A Common Stock is then listed, fees and disbursements of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or comfort letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company in connection with such registration, the fees and expenses of other persons retained by the Company, including transfer agents, trustees, depositories and registrars (all such expenses being herein called “Registration Expenses”), will be borne by the Company. In the case of a Designated Registration, all Registration Expenses other than

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internal expenses of the Company and securities acts liability insurance obtained by the Company at its election, shall be borne by the Qualifying Creditor or the Children Trust Holders participating in the offering, as the case may be. The Company will not have any responsibility for any of the expenses of any Children Trust Party incurred in connection with any registration statement hereunder, including, without limitation, underwriting discounts or commissions attributable to the sale of Registered Class A and fees and expenses of counsel for such Children Trust Party.
          8. Indemnification; Contribution.
          (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, (i) each Children Trust Party, (ii) the directors, officers, partners, employees, agents, beneficiaries, trustees, members and affiliates of each Children Trust Party, and the directors, officers, partners, employees and agents of each such affiliate, and (iii) each person who controls any of the foregoing (within the meaning of the Securities Act and the Exchange Act), and any investment adviser thereof, against any and all losses, claims, damages, liabilities, expenses (or actions or proceedings in respect thereof) or costs (including, without limitation, costs of investigation and reasonable attorneys’ fees and disbursements incurred by any such indemnified person in connection with enforcing its rights hereunder preparing, pursuing or defending any such loss, claim, damage, liability, expense, action or proceeding), including any of the foregoing incurred in settlement of any litigation commenced or threatened (collectively, “Losses”), joint or several, based upon or arising out of (x) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus, preliminary prospectus, summary

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prospectus or amendment or supplement thereto, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, or (z) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with such registration, and the Company will reimburse each such indemnified party for any such Loss, except in each case insofar as any such Loss arises out of or is based upon an untrue statement or omission made in any such registration statement, prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or a violation of law or regulation in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof, it being understood that the information to be furnished to the Company for use in the preparation of any such document shall be limited only to the information specifically referenced in the penultimate sentence of Section 8(b). Such indemnity shall remain in full force and effect regardless of any investigation made by such indemnified person and shall survive the Transfer of any Shares by any such indemnified person. The indemnity in this Section 8(a) shall not apply to Losses incurred by a person other than in his or her capacity as a selling security holder. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of each Children Trust Party.

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          (b) Indemnification by Children Trust Parties. In connection with any registration statement contemplated hereby, each Children Trust Party participating in any offer or sale pursuant to such registration statement will furnish to the Company in writing such information with respect to such Children Trust Party as the Company reasonably requests for use in connection with any such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto and agrees to indemnify and hold harmless, severally, and not jointly, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents and affiliates and the directors, officers, partners, employees and agents of each such affiliate and each person who controls the Company (within the meaning of the Securities Act or the Exchange Act) against any Losses insofar as such Losses arise out of or are based upon (i) an untrue or alleged untrue statement of a material fact contained in any such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent that such untrue statement or omission is contained in or omitted from any information with respect to such Children Trust Party so furnished in writing by such Children Trust Party expressly for use in the preparation of such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto, as the case may be, or (ii) any violation by such Children Trust Party of any federal, state or common law rule or regulation applicable to such Children Trust Party in connection with such registration. It is understood that the

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information to be furnished by a Children Trust Party to the Company for use in the preparation of any such document shall be limited only to information regarding such Children Trust Party, the ownership of such Children Trust Party’s Common Equity Securities, such Children Trust Party’s intended method or methods of distribution and any other information required by law. The liability of a Children Trust Party under this Section 8(b) shall not exceed the amount of net proceeds received by such Children Trust Party (net of underwriting discounts borne by such Children Trust Party) from the sale of the Shares in the offering that is the subject of an indemnity claim under this Section 8(b).
          (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such person will claim indemnification or contribution pursuant to this Agreement, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnified party of its obligations under this Section 8, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim, the indemnified party shall permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect

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to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. No indemnifying party will be subject to any liability for any settlement made without its consent. No indemnifying party, in the defense of any such claim or litigation shall, except with the consent of the applicable indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.
          (d) Indemnification Payments. Any indemnification required to be made by an indemnifying party pursuant to this Section 8 shall be made by periodic payments to the indemnified party during the course of the action or proceeding, as and when bills are received by such indemnifying party with respect to indemnifiable Losses incurred by such indemnified party.
          (e) Contribution. If the indemnification provided for in this Section 8 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is insufficient to hold harmless an indemnified party from all Losses covered thereby, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted

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in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.
          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
          Notwithstanding anything else contained herein, (i) no party shall be liable for contribution under this Section 8(e) except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 8 if such indemnification were enforceable under applicable law and (ii) no Children Trust Party (or related indemnified party) shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Children Trust Party (net of

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underwriting discounts borne by such Children Trust Party) from the sale of Shares in the offering that is the subject of the claim for contribution exceeds the amount of any damages which such Children Trust Party (or related indemnified party) would have been required to pay by reason of the indemnity under this Section 8 if such indemnification was enforceable under applicable law.
          If indemnification is available under this Section 8, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 8(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 8(e).
          9. Participation in Underwritten Registrations. A Children Trust Party may not participate in any underwritten registration hereunder or under the Dolan Registration Rights Agreement or otherwise unless such Children Trust Party (a) agrees to sell the Shares on the basis provided in any underwriting arrangements with customary terms and conditions for a secondary offering approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that none of the foregoing shall in any way limit the obligations of the Company under Section 8.
          10. Miscellaneous.
          (a) Specific Performance. The Company and each Children Trust Party acknowledge that it will be impossible to measure in money the damage to the Company if such Children Trust Party fails to comply with any of the obligations imposed by Section 1 of this Agreement, that every such obligation therein is material

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and that, in the event of any such failure, the Company will not have an adequate remedy at law or in damages. Accordingly, each Children Trust Party consents to the issuance of an injunction or the enforcement of other equitable remedies against it at the suit of the Company without bond or other security, to compel performance by such Children Trust Party of all the terms of Section 1 hereof, and waives any defenses of (i) failure of consideration, (ii) breach of any other provision of this Agreement and (iii) availability of relief in damages.
          (b) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Children Trust Parties in this Agreement.
          (c) Amendments. This Agreement may not be amended, modified or altered except by a writing duly signed by the party against which such amendment or modification is sought to be enforced.
          (d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, the Children Trust Parties and the respective successors and permitted assigns of the Company and the Children Trust Parties. This Agreement may not be assigned by either the Company or a Children Trust Party without the prior written consent of the other party hereto. The Company shall assign its rights and obligations hereunder to any entity that succeeds to all or substantially all of its assets, by merger or otherwise, including to any holding company that may be formed to be the parent of the Company, if such entity becomes the issuer of the securities then owned by the Children Trust Holders.

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          (e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
          (f) Headings. The headings in this Agreement are for reference purposes only and shall not constitute a part hereof.
          (g) Construction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving any effect to principles of conflicts of laws.
          (h) Notices. Any notice required or desired to be delivered hereunder shall be (i) in writing, (ii) delivered by personal delivery, sent by commercial delivery service or certified mail, return receipt requested, or by facsimile or electronic mail, (iii) deemed to have been given on the date of personal delivery, the date set forth in the records of the delivery service or return receipt, or in the case of facsimile or electronic mail, upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof), with copies as designated on Schedule 1 hereto.
          (i) Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.
          (j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive

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statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
          (k) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.
          (l) Effectiveness. This Agreement shall become effective on [month] [day], 2011, or if the Distribution is not consummated on that date, then it shall become effective on the date on which the Distribution is consummated, in each case without any further action of any of the parties hereto.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
             
    AMC NETWORKS INC.    
 
           
 
  By:        
 
     
 
Name:
   
 
      Title:    
 
           
    KATHLEEN M. DOLAN    
 
           
         
    As a Trustee of the Charles F. Dolan Children Trusts FBO Kathleen M. Dolan, Deborah A. Dolan-Sweeney, Marianne Dolan Weber, Patrick F. Dolan, Thomas C. Dolan and James L. Dolan    
 
           
    PAUL J. DOLAN    
 
           
         
    As a Trustee of the Charles F. Dolan Children Trust FBO Kathleen M. Dolan and the Charles F. Dolan Children Trust FBO James L. Dolan    
 
           
    MATTHEW DOLAN    
 
           
         
    As a Trustee of the Charles F. Dolan Children Trust FBO Marianne Dolan Weber and the Charles F. Dolan Children Trust FBO Thomas C. Dolan    
 
           
    MARY S. DOLAN    
 
           
         
    As a Trustee of the Charles F. Dolan Children Trust FBO Deborah A. Dolan-Sweeney and the Charles F. Dolan Children Trust FBO Patrick F. Dolan    
[Signature Page to Children Trusts Registration Rights Agreement (AMC)]

 


 

Annex A
Definitions:
          “Acceptable Marital Trust” means a marital trust the income of which is for the benefit of any spouse of any descendant of Dolan and the principal of which (including all shares of Class B Common Stock held by such trust) is for the sole benefit of any descendant of Dolan.
          “Cablevision” means Cablevision Systems Corporation, a Delaware corporation.
          “Cablevision Class A Common Stock” has the meaning ascribed thereto in the Recitals.
          “Cablevision Class B Common Stock” has the meaning ascribed thereto in the Recitals.
          “Children Trust Holders” means the Children Trusts and any transferee of shares of Class B Common Stock pursuant to clause (i) of Section 1(b).
          “Children Trust Parties” means all Children Trust Holders and any Qualifying Creditor.
          “Children Trusts” has the meaning ascribed thereto in the Recitals.
          “Class A Common Stock” has the meaning ascribed thereto in the Recitals.
          “Class B Common Stock” has the meaning ascribed thereto in the Recitals.
          “Collateral Stock” means shares of Class B Common Stock that are the subject of a bona fide pledge or similar perfected security interest.
          “Commission” has the meaning ascribed thereto in Section 2(a) hereof.
          “Common Equity Securities” means shares of any class of common stock, or any securities convertible into or exchangeable or exercisable for shares of any class of common stock of the Company.
          “Company” has the meaning ascribed thereto in the Recitals.
          “Creditor” means any financial institution approved by the Company, such approval not to be unreasonably withheld.
          “CSCo Shares” means shares of Class B Common Stock issued in the Distribution in respect of shares of Cablevision Class B Common Stock that were owned at any time by Cablevision Systems Company, CFD Joint Venture or MAC TRUST

A-1


 

GROUP or issued by Cablevision in respect of any such shares as a result of any stock split, stock dividend or other recapitalization, and any shares of Class B Common Stock issued by the Company in respect of such shares issued in the Distribution as a result of any stock split, stock dividend or other recapitalization.
          “Designated Registration” shall have the meaning ascribed thereto in Section 7 hereof.
          “Distribution” has the meaning ascribed thereto in the Recitals.
          “Dolan” means Charles F. Dolan; such term does not include Mr. Dolan’s legal representatives or his estate.
          “Dolan Consent” has the meaning ascribed thereto in Section 2(a) hereof.
          “Dolan Family Committee” means the Dolan Family Committee established pursuant to the AMC Stockholders Agreement, dated as of [month] [day], 2011, by and among each of the holders of the Class B Common Stock, as the same may be amended, modified or amended and restated from time to time.
          “Dolan Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, between the Company and the Dolan Family Affiliates (as defined therein), as the same may be amended, modified or amended and restated from time to time.
          “Exchange Act” means the Securities Exchange Act of 1934, as amended.
          “Inspectors” has the meaning ascribed thereto in Section 6(g) hereof.
          “Losses” has the meaning ascribed thereto in Section 8(a) hereof.
          “Market Price” has the meaning ascribed thereto in Section 2(d) hereof.
          “Materiality Notice” has the meaning ascribed thereto in Section 2(c) hereof.
          “Other Holders” has the meaning ascribed thereto in Section 3 hereof.
          “Public Offering” has the meaning ascribed thereto in the Recitals.
          “Qualifying Creditor” means a Creditor who has, at the written request of a Children Trust Holder, signed an instrument in form reasonably acceptable to the Company agreeing to be bound by the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns Collateral Stock shall be deemed to be the same person as the Qualifying Creditor for purposes of Section 2.
          “Records” has the meaning ascribed thereto in Section 6(g) hereof.

A-2


 

          “Registered Class A” has the meaning ascribed thereto in Section 6(b).
          “Registration Expenses” has the meaning ascribed thereto in Section 7 hereof.
          “Rule 144 Threshold” means the product of (a) the maximum number of shares of Class A Common Stock of the Company that could be sold under Rule 144(e)(1) under the Securities Act (or any successor rule or regulation) and (b) the applicable Market Price provided for in this Agreement.
          “Securities Act” means the Securities Act of 1933, as amended.
          “Shares” means (i) shares of Class A Common Stock and Class B Common Stock acquired by any Children Trust Holder in the Distribution or pursuant to a Transfer in accordance with Section 1(b), (ii) shares of Class A Common Stock and Class B Common Stock acquired by any Children Trust Holder as a result of any stock split, stock dividend or other recapitalization with respect to any shares of Class A Common Stock and Class B Common Stock acquired by any Children Trust Holder in the Distribution, pursuant to a Transfer in accordance with Section 1(b) or as provided in this clause (ii) and (iii) shares of Class A Common Stock acquired upon conversion of Class B Common Stock acquired in the Distribution, pursuant to a Transfer in accordance with Section 1(b) or as provided in clause (ii).
          “Suspension of Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof.
          “Suspension of Filing” has the meaning ascribed thereto in Section 2(c) hereof.
          “Suspension of Offering” has the meaning ascribed thereto in Section 2(c) hereof.
          “Trading Day” has the meaning ascribed thereto in Section 2(d) hereof.
          “Transfer” has the meaning ascribed thereto in Section 1(a) hereof.

A-3


 

Exhibit A
FORM OF JOINDER
REGISTRATION RIGHTS JOINDER AGREEMENT
     Reference is made to the Registration Rights Agreement, dated [month] [day], 2011, by and among AMC Networks Inc. and the Charles F. Dolan Children Trusts (as amended from time to time, the “Registration Rights Agreement”).
     In consideration of the benefits to which the undersigned is entitled under the Registration Rights Agreement as a Children Trust Holder (as defined in the Registration Rights Agreement), the undersigned hereby agrees to be bound by the provisions of the Registration Rights Agreement as a Children Trust Holder, including Sections 1(a), 1(b) and 1(c) thereof, but, for the avoidance of doubt, only with respect to its CSCo Shares (as defined in the Registration Rights Agreement).
         
 
 
 
   
 
  Name: [___________]    

E-1

exv3w6
Exhibit 3.6
     
 
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
AMC NETWORKS INC.
AND
THE DOLAN FAMILY AFFILIATES
     
 

 


 

REGISTRATION RIGHTS AGREEMENT
          Registration Rights Agreement (this “Agreement”) dated as of June _______, 2011 (but effective as provided in Section 9(k)), by and among AMC Networks Inc., a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.
WITNESSETH:
          WHEREAS, as of the date of this Agreement, the Dolan Family Affiliates own shares of Cablevision NY Group Class B Common Stock, par value $.01 per share (“Cablevision Class B Common Stock”), and shares of Cablevision NY Group Class A Common Stock, par value $.01 per share (“Cablevision Class A Common Stock”);
          WHEREAS, the Dolan Family Affiliates are party to a Registration Rights Agreement, dated as of January 13, 2010, by and among Cablevision and the Dolan Family Affiliates, and the Dolan Family Affiliates have certain registration rights under that agreement with respect to shares of Cablevision Class A Common Stock;
          WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of Cablevision Class A Common Stock all of the outstanding shares of the Company’s Class A Common Stock, $.01 par value (the “Class A Common Stock”), and to the holders of Cablevision Class B Common Stock all of the outstanding shares of the Company’s Class B Common Stock, $.01 par value (the “Class B Common Stock”); and

 


 

          WHEREAS, the Company and the Dolan Family Affiliates wish to provide for benefits and restrictions applicable to the Shares owned by the Dolan Family Holders following the Distribution, all as provided herein.
          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
          1. Demand Registration by the Dolan Family Parties of the Shares.
          (a) Demand Registration. One or more of the Dolan Family Parties may request in writing that the Company file a registration statement on an appropriate form for the general registration of securities under the Securities Act, and include therein such number of the Shares owned by such Dolan Family Party as such person may specify in its written request; provided, however, that (i) the Company shall not be required to file a registration statement pursuant to this Section 1 if (x) the Shares requested to be so registered do not, in the case of a Dolan Family Holder, together with any Shares timely requested to be registered by other Dolan Family Holders and Other Holders pursuant to the third-to-last sentence of this Section 1(a), have an aggregate Market Price exceeding the Rule 144 Threshold as of the Trading Day immediately preceding the expiration of the applicable Notice Period under such sentence or, in the case of a Qualifying Creditor, do not have an aggregate Market Price exceeding the Rule 144 Threshold as of the Trading Day immediately preceding the date on which the request for registration is received by the Company, or (y) the Company delivers to each Dolan Family Party requesting registration under this Section 1 an opinion of counsel to the Company (such opinion and such counsel to be reasonably acceptable to each such Dolan Family Party, it being agreed that the Company’s regular outside securities counsel

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shall be deemed to be reasonably acceptable counsel for this purpose) to the effect that the Shares proposed to be registered by such person may be offered and sold by such person to the public in the United States together with the Shares requested to be registered by all other Dolan Family Parties and Other Holders (I) without registration pursuant to an effective registration statement under the Securities Act and (II) within the volume limitations under Rule 144(e) promulgated under the Securities Act (or any successor rule or regulation) whether or not such volume limitations are then applicable, (ii) subject to the next sentence, after the death of both Dolan and his spouse, the Dolan Family Holders shall in the aggregate have the right on only four occasions to require the Company to file a registration statement pursuant to this Section 1, and (iii) subject to the next sentence, a Qualifying Creditor may require registration only following the exercise of its remedies under a security agreement with a Dolan Family Holder and for the purpose of Transferring Shares pursuant thereto and each Qualifying Creditor may only require one registration hereunder. The total number of demand registrations under clauses (ii) and (iii) of the immediately preceding sentence and under the corresponding provisions of the Dolan Children Trusts Registration Rights Agreement shall not exceed four. All requests made pursuant to this paragraph shall specify the aggregate number of Shares to be registered and the intended methods of disposition thereof, which methods may include an underwritten public offering. Upon receipt of a written request for registration from a Dolan Family Holder pursuant to the preceding sentences, the Company shall promptly give written notice of the proposed registration to each such other Dolan Family Holder and each Other Holder and provide each such other holder with the opportunity to join in such request by written notice to the Company specifying

-3-


 

the aggregate number of Shares to be registered by such holder within 20 days from the date of the Company’s written notice (such period is referred to as the “Notice Period”). Subject to Section 1(c) of this Agreement, the Company will use its reasonable best efforts to ensure that each registration statement required to be filed pursuant to this Section 1 shall be filed with the Securities and Exchange Commission (the “Commission”) as promptly as reasonably practicable, but no later than 45 days after receipt of such request by the Company, and the Company shall use its reasonable best efforts to cause such registration statement to be declared effective by the Commission as promptly thereafter as practicable; provided, however, that the Company shall not be required to maintain such effectiveness for more than 90 days. Notwithstanding the Company’s rights to effect a Suspension of Filing or Suspension of Effectiveness in Section 1(c), the Dolan Family Parties that made the registration request under this Section 1(a) shall have the right to withdraw any such request, and such withdrawn request shall not count as a demand registration under clause (ii) or (iii) of this Section 1(a) or the corresponding provisions under the Dolan Children Trusts Registration Rights Agreement, if (1) the registration statement required to be filed pursuant to this Section 1 is not filed with the Commission by the date that is 45 days after such request is received by the Company and has not at the time of such withdrawal been filed with the Commission, or is not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective, and (2) in either case, such Dolan Family Parties notify the Company of the withdrawal of such request no later than 10 days after such 45th or 90th day, as the case may be.

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          (b) Concurrent Primary Offering. Anything in this Section 1 to the contrary notwithstanding, if the Company at the time of receipt of a request for registration pursuant to this Section 1 has a bona fide intent and plan to file a registration statement (other than on Form S-4 or S-8 or any successor forms) covering a primary offering by the Company of its Common Equity Securities, the Company, by notice to the applicable Dolan Family Parties, may delay the filing (but not the preparation) of the requested registration statement for a period ending on the earlier of (i) 60 days after the closing of such offering or (ii) 120 days after receipt of the request for registration; and, provided, further, if the Company either abandons its plan to file such registration statement or does not file the same within 75 days after receipt of such request, the Company shall promptly thereafter file the requested registration statement. The Company may not, pursuant to the immediately preceding sentence, delay the filing of a requested registration statement more than once during any two-year period.
          (c) Suspension of Offering. Upon notice by the Company to any Dolan Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration

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statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Dolan Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Dolan Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Dolan Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Dolan Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Dolan Family Party will deliver to the Company all copies (other than permanent file copies then in such Dolan Family Party’s possession) of any prospectus covering Shares in the

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possession of such Dolan Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Dolan Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Dolan Family Parties have sold less than 75% of the Shares to be sold in such offering, the Dolan Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Dolan Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Dolan Trusts Registration Rights Agreement.
          (d) Market Price; Trading Day. For purposes of this Section 1:
          (i) “Market Price” of a share of Class A Common Stock shall mean the weighted average of the closing prices for the Class A Common Stock on each Trading Day (as defined below) in the 30-day period ending on the day prior to the date of determination as reported in the consolidated transaction reporting system of the NASDAQ Global Market or on the comparable reporting

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system of such other exchange or trading system that is at the time the principal market for the Class A Common Stock.
          (ii) “Trading Day” shall mean any day on which trading takes place on the NASDAQ Global Market or such other exchange or trading system that is at the time the principal market for the Class A Common Stock.
          2. Coordination of PiggyBack Registration Rights.
          Each of the Dolan Family Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Holders (as defined in the Dolan Children Trusts Registration Rights Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Dolan Children Trusts Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Dolan Family Parties further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Dolan Family Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Dolan Family Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any

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transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the Dolan Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.
          3. Piggyback Registration of the Shares.
          If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Dolan Children Trusts Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Dolan Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Dolan Family Holders the opportunity to include in such registration statement such number of the Shares as such Dolan Family Holder may request not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Dolan Family Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Dolan Family

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Holders prior to the effective date of the offering, any Dolan Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Dolan Family Holder in such offering on such terms and conditions or, if such Dolan Family Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Dolan Family Holder. Notwithstanding the foregoing, (x) in no event will any Dolan Family Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Dolan Family Holder, the ownership of such Dolan Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Dolan Family Holder in connection with such registration and such Dolan Family Holder’s intended method or methods of distribution and any other representation required by law; provided that no Dolan Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Dolan Family Holder shall be required to furnish

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any indemnity broader than the indemnity furnished by such Dolan Family Holder in Section 7(b) to any person covered by the indemnity in Section 7(b), and (y) if the managing underwriter or underwriters of such offering informs the Dolan Family Holders in writing that the number of Shares which the Dolan Family Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Dolan Family Holders and the Other Holders shall first be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Dolan Family Holders shall be reduced pro rata.
          4. Holdback Agreements.
          (a) Restrictions on Public Sale by Dolan Family Parties. To the extent not inconsistent with applicable law, each Dolan Family Party agrees not to offer publicly or effect any public sale or distribution of Common Equity Securities, including a sale pursuant to Rule 144 under the Securities Act (or any successor rule or regulation), during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed by the Company pursuant to which any such shares or securities are being registered (except as part of such registration), if and to the extent requested by the Company in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering.

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          (b) Restrictions on Public Sale by the Company and Others. The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Dolan Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).
          5. Registration Procedures.
          In connection with any registration of the Shares owned by a Dolan Family Party contemplated hereby, the Company will as expeditiously as possible:
          (a) Furnish to such Dolan Family Party, prior to filing a registration statement, copies of such registration statement as proposed to be filed, and thereafter such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents

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in such quantities as such Dolan Family Party may reasonably request from time to time in order to facilitate the disposition of the Shares.
          (b) Use its reasonable best efforts to register or qualify the Shares being registered as contemplated hereby (the “Registered Class A”) under such other securities or blue sky laws of such jurisdictions as such Dolan Family Party reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Dolan Family Party to consummate the disposition in such jurisdictions of the Registered Class A; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (b), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.
          (c) Use its reasonable best efforts to cause the Registered Class A to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable such Dolan Family Party to consummate the disposition of such Registered Class A.
          (d) Notify such Dolan Family Party at any time, (i) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a registration statement or related prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Class A for sale in any jurisdiction, or the initiation or threatening of any proceeding for

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such purpose, and (iv) when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, except as otherwise provided in Section 1(c) hereof, the Company will, as expeditiously as practicable, prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registered Class A, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
          (e) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registered Class A for sale in any jurisdiction at the earliest date reasonably practical.
          (f) Cause all such Registered Class A to be listed on the NASDAQ Global Market or on any other securities exchange on which the Class A Common Stock is then listed, provided that the applicable listing requirements are satisfied.
          (g) Enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably requested by the relevant Dolan Family Party in order to expedite or facilitate the disposition of the Registered Class A.
          (h) Make available for inspection by such Dolan Family Party, any underwriter participating in any disposition pursuant to such registration statement, and

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any attorney, accountant or other agent retained by such Dolan Family Party or such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Any Dolan Family Party shall use reasonable best efforts, prior to any disclosure by any such Inspector under clause (i) of the preceding sentence, to inform the Company that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement. Each Dolan Family Party further agrees that it will, upon learning that disclosure of Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the expense of the Company, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
          (i) In the event such sale is pursuant to an underwritten offering, use its reasonable best efforts to (i) obtain a comfort letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by such letters as any Dolan Family Party reasonably requests and (ii) ensure that (A) the representations, warranties and covenants contained in the

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applicable underwriting agreement shall expressly be for the benefit of any Dolan Family Party participating in such sale, (B) the conditions to closing in said underwriting agreement shall be reasonably satisfactory to such Dolan Family Party and (C) to the extent customary, all comfort letters and opinions of counsel contemplated by said underwriting agreements are delivered to such Dolan Family Party on the closing date of the offering.
          (j) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and have the registration statement declared effective as soon as practicable after filing.
          The Company may require any Dolan Family Party to furnish to the Company such information regarding such Dolan Family Party as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder.
          Each Dolan Family Party agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(d) hereof, such Dolan Family Party will forthwith discontinue disposition of the Registered Class A pursuant to the registration statement covering such Registered Class A until such Dolan Family Party receives the copies of the supplemented or amended prospectus contemplated by Section 5(d) hereof, and, if so directed by the Company, such Dolan Family Party will deliver to the Company (at the expense of the Company) all copies, other than permanent file copies then in such Dolan Family Party’s possession, of the prospectus covering such Registered Class A current at the time of receipt of such notice. If interrupted by receipt of any such notice pursuant to Section 5(d), any 90-day period in

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respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) shall be extended by the number of days during which the interruption was in effect.
          6. Registration Expenses.
          Other than in the case of (a) a registration at the request of a Qualifying Creditor or (b) a demand registration under Section 1(a)(ii) after the second such registration (each registration referred to in clause (a) or (b), a “Designated Registration”), all expenses incident to the performance of or compliance with this Agreement by the Company, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registered Class A), printing expenses, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the fees and expenses incurred in connection with the listing of the Registered Class A on the NASDAQ Global Market or any other securities exchange on which such Class A Common Stock is then listed, fees and disbursements of counsel for the Company and its independent certified public accountants (including the expenses of any special audit or comfort letters required by or incident to such performance), securities acts liability insurance (if the Company elects to obtain such insurance), the fees and expenses of any special experts retained by the Company in connection with such registration, the fees and expenses of other persons retained by the Company, including transfer agents, trustees, depositories and registrars (all such expenses being herein called “Registration Expenses”), will be borne by the

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Company. In the case of a Designated Registration, all Registration Expenses other than internal expenses of the Company and securities acts liability insurance obtained by the Company at its election, shall be borne by the Qualifying Creditor or the Dolan Family Holders participating in the offering, as the case may be. The Company will not have any responsibility for any of the expenses of any Dolan Family Party incurred in connection with any registration statement hereunder, including, without limitation, underwriting discounts or commissions attributable to the sale of Registered Class A and fees and expenses of counsel for such Dolan Family Party.
          7. Indemnification; Contribution.
          (a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, (i) each Dolan Family Party, (ii) the directors, officers, partners, employees, agents, beneficiaries, trustees, members and affiliates of each Dolan Family Party, and the directors, officers, partners, employees and agents of each such affiliate, and (iii) each person who controls any of the foregoing (within the meaning of the Securities Act and the Exchange Act), and any investment adviser thereof, against any and all losses, claims, damages, liabilities, expenses (or actions or proceedings in respect thereof) or costs (including, without limitation, costs of investigation and reasonable attorneys’ fees and disbursements incurred by any such indemnified person in connection with enforcing its rights hereunder preparing, pursuing or defending any such loss, claim, damage, liability, expense, action or proceeding), including any of the foregoing incurred in settlement of any litigation commenced or threatened (collectively, “Losses”), joint or several, based upon or arising out of (x) any untrue or alleged untrue statement of material fact

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contained in any registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, or (z) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with such registration, and the Company will reimburse each such indemnified party for any such Loss, except in each case insofar as any such Loss arises out of or is based upon an untrue statement or omission made in any such registration statement, prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or a violation of law or regulation in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof, it being understood that the information to be furnished to the Company for use in the preparation of any such document shall be limited only to the information specifically referenced in the penultimate sentence of Section 7(b). Such indemnity shall remain in full force and effect regardless of any investigation made by such indemnified person and shall survive the Transfer of any Shares by any such indemnified person. The indemnity in this Section 7(a) shall not apply to Losses incurred by a person other than in his or her capacity as a selling security holder. In connection with an underwritten offering, the Company will indemnify the underwriters thereof, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of each Dolan Family Party.

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          (b) Indemnification by Dolan Family Parties. In connection with any registration statement contemplated hereby, each Dolan Family Party participating in any offer or sale pursuant to such registration statement will furnish to the Company in writing such information with respect to such Dolan Family Party as the Company reasonably requests for use in connection with any such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto and agrees to indemnify and hold harmless, severally, and not jointly, to the fullest extent permitted by law, the Company, its directors, officers, employees, agents and affiliates and the directors, officers, partners, employees and agents of each such affiliate and each person who controls the Company (within the meaning of the Securities Act or the Exchange Act) against any Losses insofar as such Losses arise out of or are based upon (i) an untrue or alleged untrue statement of a material fact contained in any such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent that such untrue statement or omission is contained in or omitted from any information with respect to such Dolan Family Party so furnished in writing by such Dolan Family Party expressly for use in the preparation of such registration statement, prospectus, preliminary prospectus, summary prospectus or amendment or supplement thereto, as the case may be, or (ii) any violation by such Dolan Family Party of any federal, state or common law rule or regulation applicable to such Dolan Family Party in connection with such registration. It is understood that the

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information to be furnished by a Dolan Family Party to the Company for use in the preparation of any such document shall be limited only to information regarding such Dolan Family Party, the ownership of such Dolan Family Party’s Common Equity Securities, such Dolan Family Party’s intended method or methods of distribution and any other information required by law. The liability of a Dolan Family Party under this Section 7(b) shall not exceed the amount of net proceeds received by such Dolan Family Party (net of underwriting discounts borne by such Dolan Family Party) from the sale of the Shares in the offering that is the subject of an indemnity claim under this Section 7(b).
          (c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such person of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such person will claim indemnification or contribution pursuant to this Agreement, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnified party of its obligations under this Section 7, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. Unless in the reasonable judgment of such indemnified party, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claim, the indemnified party shall permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect

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to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels. No indemnifying party will be subject to any liability for any settlement made without its consent. No indemnifying party, in the defense of any such claim or litigation shall, except with the consent of the applicable indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.
          (d) Indemnification Payments. Any indemnification required to be made by an indemnifying party pursuant to this Section 7 shall be made by periodic payments to the indemnified party during the course of the action or proceeding, as and when bills are received by such indemnifying party with respect to indemnifiable Losses incurred by such indemnified party.
          (e) Contribution. If the indemnification provided for in this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losses or is insufficient to hold harmless an indemnified party from all Losses covered thereby, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted

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in such Losses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statements or omissions. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 7(c), any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.
          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
          Notwithstanding anything else contained herein, (i) no party shall be liable for contribution under this Section 7(e) except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 7 if such indemnification were enforceable under applicable law and (ii) no Dolan Family Party (or related indemnified party) shall be required to contribute any amount in excess of the amount by which the net proceeds received by such Dolan Family Party (net of

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underwriting discounts borne by such Dolan Family Party) from the sale of Shares in the offering that is the subject of the claim for contribution exceeds the amount of any damages which such Dolan Family Party (or related indemnified party) would have been required to pay by reason of the indemnity under this Section 7 if such indemnification was enforceable under applicable law.
          If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 7(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 7(e).
          8. Participation in Underwritten Registrations. A Dolan Family Party may not participate in any underwritten registration hereunder or under the Dolan Children Trusts Registration Rights Agreement or otherwise unless such Dolan Family Party (a) agrees to sell the Shares on the basis provided in any underwriting arrangements with customary terms and conditions for a secondary offering approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided that none of the foregoing shall in any way limit the obligations of the Company under Section 7.
          9. Miscellaneous.
          (a) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Dolan Family Parties in this Agreement.

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          (b) Amendments. This Agreement may not be amended, modified or altered except by a writing duly signed by the party against which such amendment or modification is sought to be enforced.
          (c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, the Dolan Family Parties and the respective successors and permitted assigns of the Company and the Dolan Family Parties. This Agreement may not be assigned by either the Company or a Dolan Family Party without the prior written consent of the other party hereto; provided that the Company agrees that all transferees of all or substantially all of the Shares held by Dolan shall be accorded all of the registration rights of Dolan hereunder. The Company shall assign its rights and obligations hereunder to any entity that succeeds to all or substantially all of its assets, by merger or otherwise, including to any holding company that may be formed to be the parent of the Company, if such entity becomes the issuer of the securities then owned by the Dolan Family Holders.
          (d) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
          (e) Headings. The headings in this Agreement are for reference purposes only and shall not constitute a part hereof.
          (f) Construction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving any effect to principles of conflicts of laws.

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          (g) Notices. Any notice required or desired to be delivered hereunder shall be (i) in writing, (ii) delivered by personal delivery, sent by commercial delivery service or certified mail, return receipt requested, or by facsimile or electronic mail, (iii) deemed to have been given on the date of personal delivery, the date set forth in the records of the delivery service or return receipt, or in the case of facsimile or electronic mail, upon dispatch, and (iv) addressed as designated on Schedule 1 hereto (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof), with copies as designated on Schedule 1 hereto.
          (h) Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.
          (i) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
          (j) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a

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defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.
          (k) Effectiveness. This Agreement shall become effective on [month] [day], 2011, or if the Distribution is not consummated on that date, then it shall become effective on the date on which the Distribution is consummated, in each case without any further action of any of the parties hereto.

-27-


 

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
             
    AMC NETWORKS INC.    
 
           
 
  By:        
 
           
 
      Name:    
 
      Title:    
 
           
    CHARLES F. DOLAN    
 
           
         
    Individually and as Trustee of the Charles F. Dolan 2009 Revocable Trust and the Charles F. Dolan 2011 Grantor Retained Annuity Trust #1C    
 
           
    HELEN A. DOLAN    
 
           
         
    Individually and as Trustee of the Helen A. Dolan 2009 Revocable Trust and the Helen A. Dolan 2011 Grantor Retained Annuity Trust #1C    
 
           
    LAWRENCE J. DOLAN    
 
           
         
    As Trustee of the Charles F. Dolan 2009 Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts    
 
           
    DAVID M. DOLAN    
 
           
         
    As Trustee of the Charles F. Dolan 2009 Family Trusts and the Charles F. Dolan 2010 Grandchildren Trusts    
[Signature Page to Family Affiliates Registration Rights Agreement (AMC)]

 


 

             
    KATHLEEN M. DOLAN    
 
           
         
    As Trustee of the Tara Dolan 1989 Trust and the Ryan Dolan 1989 Trust    
 
           
    DOLAN FAMILY FOUNDATION    
 
           
 
  By:        
 
           
 
      Name:    
 
      Title:    
 
           
    DOLAN CHILDREN’S FOUNDATION    
 
           
 
  By:        
 
           
 
      Name:    
 
      Title:    
 
           
    JAMES L. DOLAN    
 
           
         
    James L. Dolan, individually    
[Signature Page to Family Affiliates Registration Rights Agreement (AMC)]

 


 

ANNEX A
DOLAN FAMILY AFFILIATES
Charles F. Dolan
Helen A. Dolan
Charles F. Dolan 2009 Revocable Trust
Helen A. Dolan 2009 Revocable Trust
Charles F. Dolan 2011 Grantor Retained Annuity Trust #1C
Helen A. Dolan 2011 Grantor Retained Annuity Trust #1C
Charles F. Dolan 2009 Family Trusts
Charles F. Dolan 2010 Grandchildren Trusts
Tara Dolan 1989 Trust
Ryan Dolan 1989 Trust
Dolan Family Foundation
Dolan Children’s Foundation
James L. Dolan

A-1


 

Annex B
Definitions
          “Acceptable Marital Trust” means a marital trust the income of which is for the benefit of any spouse of any descendant of Dolan and the principal of which (including all shares of Class B Common Stock held by such trust) is for the sole benefit of any descendant of Dolan.
          “Cablevision” means Cablevision Systems Corporation, a Delaware corporation.
          “Cablevision Class A Common Stock” has the meaning ascribed thereto in the Recitals.
          “Cablevision Class B Common Stock” has the meaning ascribed thereto in the Recitals.
          “Class A Common Stock” has the meaning ascribed thereto in the Recitals.
          “Class B Common Stock” has the meaning ascribed thereto in the Recitals.
          “Collateral Stock” means shares of Class B Common Stock that are the subject of a bona fide pledge or similar perfected security interest.
          “Commission” has the meaning ascribed thereto in Section 1(a) hereof.
          “Common Equity Securities” means shares of any class of common stock, or any securities convertible into or exchangeable or exercisable for shares of any class of common stock of the Company.
          “Company” has the meaning ascribed thereto in the Recitals.
          “Creditor” means any financial institution approved by the Company, such approval not to be unreasonably withheld.
          “Designated Registration” shall have the meaning ascribed thereto in Section 6 hereof.
          “Distribution” has the meaning ascribed thereto in the Recitals.
          “Dolan” means Charles F. Dolan; such term does not include Mr. Dolan’s legal representatives or his estate.
          “Dolan Children Trusts Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, between the Company and

B-1


 

the Charles F. Dolan Children Trusts, as the same may be amended, modified or amended and restated from time to time.
          “Dolan Family Affiliates” has the meaning ascribed thereto in the Preamble hereof.
          “Dolan Family Holders” means the Dolan Family Affiliates and any other Dolan Family Member who or that is a transferee of shares of Class B Common Stock from a Dolan Family Affiliate or other Dolan Family Member.
          “Dolan Family Member” means Dolan, his spouse, any person related to Dolan by reason of being his ancestor or descendent (natural or adopted), any Acceptable Marital Trust, any entity (whether a corporation, partnership, limited liability company, trust or other entity of any kind) all of the equity or beneficial interests in which are owned or held by any of the foregoing persons, or any person (whether or not such person is one of the foregoing persons) who is a trustee for, or is acting on behalf of, any of such foregoing persons.
          “Dolan Family Parties” means all Dolan Family Holders and any Qualifying Creditor.
          “Exchange Act” means the Securities Exchange Act of 1934, as amended.
          “Inspectors” has the meaning ascribed thereto in Section 5(g) hereof.
          “Losses” has the meaning ascribed thereto in Section 7(a) hereof.
          “Market Price” has the meaning ascribed thereto in Section 1(d) hereof.
          “Materiality Notice” has the meaning ascribed thereto in Section 1(c) hereof.
          “Other Holders” has the meaning ascribed thereto in Section 2 hereof.
          “Public Offering” has the meaning ascribed thereto in the Recitals.
          “Qualifying Creditor” means a Creditor who has, at the written request of a Dolan Family Holder, signed an instrument in form reasonably acceptable to the Company agreeing to be bound by the provisions of this Agreement. Any affiliate of a Qualifying Creditor who owns Collateral Stock shall be deemed to be the same person as the Qualifying Creditor for purposes of Section 1.
          “Records” has the meaning ascribed thereto in Section 5(g) hereof.
          “Registered Class A” has the meaning ascribed thereto in Section 5(b).

B-2


 

          “Registration Expenses” has the meaning ascribed thereto in Section 6 hereof.
          “Rule 144 Threshold” means the product of (a) the maximum number of shares of Class A Common Stock of the Company that could be sold under Rule 144(e)(1) under the Securities Act (or any successor rule or regulation) and (b) the applicable Market Price provided for in this Agreement.
          “Securities Act” means the Securities Act of 1933, as amended.
          “Shares” means (i) shares of Class A Common Stock and Class B Common Stock acquired by any Dolan Family Holder in the Distribution, (ii) any shares of Class A Common Stock or Class B Common Stock acquired by any Dolan Family Holder as a result of any stock split, stock dividend or other recapitalization with respect to any shares of Class A Common Stock and Class B Common Stock acquired by any Dolan Family Holder in the Distribution or acquired as provided in this clause (ii) and (iii) shares of Class A Common Stock acquired upon conversion of Class B Common Stock acquired in the Distribution or acquired as provided in clause (ii).
          “Suspension of Effectiveness” has the meaning ascribed thereto in Section 2(c) hereof.
          “Suspension of Filing” has the meaning ascribed thereto in Section 1(c) hereof.
          “Suspension of Offering” has the meaning ascribed thereto in Section 1(c) hereof.
          “Trading Day” has the meaning ascribed thereto in Section 1(d) hereof.
          “Transfer” means a sale, transfer or other disposition.

B-3

exv8w1
Exhibit 8.1
IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that (i) the advice in this opinion is limited to the U.S. federal income tax issues that are discussed below; (ii) additional issues may exist that could affect the U.S. federal income tax treatment of the transactions that are the subject of this opinion and this opinion does not consider or provide a conclusion with respect to any such additional issues and (iii) with respect to any significant U.S. federal income tax issues that are outside the limited scope of this opinion, this opinion was not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code.
June [], [2011]
Cablevision Systems Corporation,
     1111 Stewart Avenue,
          Bethpage, NY 11714.
Ladies and Gentlemen:
     We have acted as U.S. tax counsel to Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), in connection with the Proposed Transaction as described in the ruling request filed with the Internal Revenue Service by Cablevision, dated November 24, 2010 (the “Ruling Request”)(1). Capitalized terms used but not defined herein and in the Annex attached hereto shall have the meanings ascribed to them in the Ruling Request.
(1)   For the avoidance of doubt, “Ruling Request” shall include any amendments or supplements to the original ruling request, including any appendices and exhibits attached thereto or included therewith and including so much of the pre-submission materials submitted by Cablevision to the IRS, as relate to the Proposed Transaction, and including, for the avoidance of doubt, the communication with the IRS set forth in Annex 2.
 


 

-2-

Cablevision Systems Corporation
     In rendering our opinion, we have examined and relied upon the accuracy and completeness of the facts set forth in the Ruling Request and such other documents as we have deemed necessary or appropriate. In addition, we have relied upon the officer’s certificate to us from Cablevision and the representation letter to us from Charles F. Dolan. In connection with this opinion, we have assumed that the Proposed Transaction will be consummated in the manner described in the Ruling Request, and have made the assumptions described in the Annex attached hereto. Further, we have relied upon the ruling from the Internal Revenue Service to Cablevision with respect to the Proposed Transaction, as to matters covered by such ruling.
     In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service, and such other authorities as we have deemed appropriate under the circumstances. All such authorities are subject to change, and any of such changes could apply retroactively.
     Based upon the foregoing, we are of the opinion that under current law,
     (1) The Contribution and Distribution, taken together, will qualify as a reorganization under Section 368(a)(1)(D) of the Code;
     (2) Neither Cablevision nor Controlled will recognize gain or loss upon the Contribution;
     (3) Cablevision will not recognize gain or loss upon the Distribution under Section 361(c) of the Code except in respect of any (i) deductions attributable to any Distributing Debt redeemed in the Debt Exchange at a premium, (ii) income attributable to any Distributing Debt redeemed in the Debt Exchange at a discount, and (iii) interest expense accrued in respect of any Distributing Debt; and


 

-3-

Cablevision Systems Corporation
     (4) Shareholders of Cablevision will not recognize gain or loss upon the Distribution under Section 355(a) of the Code, and no amount will be included in such shareholders’ income, except in respect of cash received in lieu of fractional shares of Controlled.
     Our opinion is expressly conditioned upon the assumptions and statements of reliance set forth above. We express no other opinion as to the tax consequences (including any applicable state, local or foreign tax consequences) of the transactions referred to herein or in the Ruling Request.
[Remainder of this page intentionally left blank.]


 

-4-

Cablevision Systems Corporation
Very truly yours,
exv10w1
Exhibit 10.1
TRANSITION SERVICES AGREEMENT
BY AND BETWEEN
CABLEVISION SYSTEMS CORPORATION
AND
AMC NETWORKS INC.

 


 

TABLE OF CONTENTS
     
    Page
ARTICLE I
DEFINITIONS
 
   
Section 1.1. General
  1
Section 1.2. Reference; Interpretation
  3
 
   
ARTICLE II
SERVICES
 
   
Section 2.1. Services
  3
Section 2.2. Standard of Service
  4
Section 2.3. Additional Services
  4
Section 2.4. Representative
  4
 
   
ARTICLE III
LICENSES AND PERMITS
 
   
Section 3.1. Licenses and Permits
  4
 
   
ARTICLE IV
PAYMENT
 
   
Section 4.1. General
  5
Section 4.2. Additional Expenses
  5
Section 4.3. Invoices
  6
Section 4.4. Failure to Pay
  7
Section 4.5. Termination of Services
  7
 
   
ARTICLE V
INSURANCE MATTERS
 
   
Section 5.1. Disclaimer
  7
Section 5.2. Insurance Transition
  8
Section 5.3. Claims Made Policies
  8
Section 5.4. Audits and Adjustments
  8
Section 5.5. No Assignment or Waiver
  8
Section 5.6. No Limitation on AMC Insurance
  8
Section 5.7. Scope
  8

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    Page
ARTICLE VI
INDEMNIFICATION
 
   
Section 6.1. Indemnification by Party Receiving Services
  9
Section 6.2. Indemnification by Party Providing Services
  9
Section 6.3. Third-Party Claims
  9
Section 6.4. Indemnification Payments
  12
Section 6.5. Survival
  12
 
   
ARTICLE VII
COOPERATION; CONFIDENTIALITY; TITLE
 
   
Section 7.1. Good Faith Cooperation; Consents
  12
Section 7.2. Confidentiality
  12
Section 7.3. Internal Use; Title, Copies, Return
  13
ARTICLE VIII
TERM
 
   
Section 8.1. Duration
  13
Section 8.2. Early Termination by Cablevision
  14
Section 8.3. Early Termination by AMC
  14
Section 8.4. Suspension Due to Force Majeure
  14
Section 8.5. Consequences of Termination
  15
 
   
ARTICLE IX
RECORDS
 
   
Section 9.1. Maintenance of Records
  15
 
   
ARTICLE X
DISPUTE RESOLUTION
 
   
Section 10.1. Negotiation
  15
Section 10.2. Continuity of Service and Performance
  15
Section 10.3. Other Remedies
  16
 
   
ARTICLE XI
NOTICES
 
   
Section 11.1. Notices
  16
Section 11.2. Notices from MSG
  16
 
   

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    Page
ARTICLE XII
MISCELLANEOUS
Section 12.1. Taxes
  17
Section 12.2. Relationship of Parties
  17
Section 12.3. Complete Agreement; Construction
  17
Section 12.4. Counterparts
  17
Section 12.5. Waivers
  17
Section 12.6. Amendments
  17
Section 12.7. Assignment
  17
Section 12.8. Successors and Assigns
  18
Section 12.9. Third Party Beneficiaries
  18
Section 12.10. Governing Law
  18
Section 12.11. Waiver of Jury Trial
  18
Section 12.12. Specific Performance
  18
Section 12.13. Severability
  18
Section 12.14. Provisions Unaffected
  18
Section 12.15. No Presumption
  18
Section 12.16. Enforcement of Rights
  19

-iii-


 

     Transition Services Agreement, dated as of June [], 2011 (this “Agreement”), between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation (“AMC” and, together with Cablevision, the “Parties”).
W I T N E S S E T H:
     WHEREAS, Cablevision and AMC have entered into a Distribution Agreement, dated as of June [], 2011 (the “Distribution Agreement”), which sets forth the terms pursuant to which Cablevision and its subsidiary CSC Holdings, Inc. (“CSC Holdings”), will transfer certain assets to AMC and Cablevision will distribute the common stock of AMC to shareholders of Cablevision (the “Distribution”);
     WHEREAS, in connection with the Distribution, and in order to ensure an orderly transition under the Distribution Agreement, it will be necessary for each of the Parties to provide to the other the Services described herein for a transitional period;
     WHEREAS, in connection with the distribution of the common stock of The Madison Square Garden Company (“MSG”) to shareholders of Cablevision on February 9, 2010, Cablevision and MSG entered into a Transition Services Agreement, dated January 12, 2010 (“MSG Transition Services Agreement”), whereby Cablevision and MSG agreed to provide the services described therein for a transitional period;
     WHEREAS, in connection with the MSG Transition Services Agreements, AMC currently provides certain transition services contemplated therein to MSG on behalf of Cablevision, and, in connection with the Distribution and in order to enable Cablevision to continue to fulfill its obligations to MSG under the MSG Transition Services Agreement, it will be necessary for AMC to continue to provide such services to MSG; and
     NOW, THEREFORE, the Parties hereto, in consideration of the premises and the mutual covenants contained herein, agree as follows:
ARTICLE I
DEFINITIONS
     Section 1.1. General. As used in this Agreement, the following terms have the respective meanings set forth below:
     “AMC Services” shall mean, collectively, the AMC Services To Cablevision and the AMC Services To MSG.
     “AMC Services To Cablevision” shall mean those transitional services, set forth on Schedule B hereto, including any Additional Services, to be provided by AMC to Cablevision to assist Cablevision in operating Cablevision’s business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be AMC Services To Cablevision under this Agreement unless expressly agreed in writing by both Parties to this Agreement.

 


 

     “AMC Services To MSG” shall mean those transitional services, set forth on Schedule C hereto, to be provided by AMC to MSG following the Distribution to enable Cablevision to continue to fulfill its obligations to MSG under the MSG Transition Services Agreement. Services or actions of Overlap Individuals shall not be considered to be AMC Services To MSG under this Agreement unless expressly agreed in writing by both Parties to this Agreement.
     “Ancillary Agreement” shall have the meaning assigned to that term in the Distribution Agreement.
     “Applicable Rate” shall mean the rate of interest per annum announced from time to time by Citibank, N.A., as its prime lending rate plus three percent (3%) per annum.
     “Bankruptcy Event” with respect to a Party shall mean the filing of an involuntary petition in bankruptcy or similar proceeding against such Party seeking its reorganization, liquidation or the appointment of a receiver, trustee or liquidator for it or for all or substantially all of its assets, whereupon such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such Party shall (i) apply for or consent in writing to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, (ii) file a voluntary petition or admit in writing its inability to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or an arrangement with its creditors or take advantage of any insolvency law with respect to itself as debtor, or (v) file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency proceedings or any similar proceedings.
     “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City, New York are authorized or obligated by law or executive order to close.
     “Cablevision Services” shall mean those transitional services, set forth on Schedule A hereto, including any Additional Services, to be provided by Cablevision to AMC to assist AMC in operating AMC’s business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Cablevision Services under this Agreement unless expressly agreed in writing by both Parties to this Agreement.
     “Loss” shall mean any damage, claim, loss, charge, action, suit, proceeding, deficiency, tax, interest, penalty and reasonable costs and expenses related thereto (including reasonable attorneys’ fees).
     “Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

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     “Overlap Individuals” shall mean Persons who are officers or directors of Cablevision, AMC and/or MSG, as applicable.
     “Services” shall mean, collectively, the Cablevision Services and the AMC Services.
     “Third Party” shall mean any Person who is not a Party to this Agreement, other than MSG.
     Section 1.2. Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.
ARTICLE II
SERVICES
     Section 2.1. Services. (a) Cablevision shall provide to AMC each Cablevision Service for the term set forth opposite the description of such Cablevision Service in Schedule A. Additional Services may be provided to AMC by Cablevision as provided in Section 2.3. At its option and with the consent of AMC (which consent shall not unreasonably be withheld), Cablevision may cause any Cablevision Service it is required to provide hereunder to be provided by any other Person or entity that is providing, or may from time to time provide, the same or similar services for Cablevision.
     (b) AMC shall provide to Cablevision each AMC Service To Cablevision for the term set forth opposite the description of such AMC Service To Cablevision in Schedule B. Additional Services may be provided by AMC to Cablevision as provided in Section 2.3. At its option and with the consent of Cablevision (which consent shall not unreasonably be withheld), AMC may cause any AMC Service To Cablevision it is required to provide hereunder to be provided by any other Person or entity that is providing, or may from time to time provide, the same or similar services for AMC.
     (c) AMC shall provide to MSG each AMC Service To MSG for the term set forth opposite the description of such AMC Service To MSG in Schedule C. At its option and with the consent of Cablevision (which consent shall not unreasonably be withheld), AMC may cause any AMC Service To MSG it is required to provide hereunder to be provided by any other

-3-


 

Person or entity that is providing, or may from time to time provide, the same or similar services for AMC.
     Section 2.2. Standard of Service. Cablevision and AMC shall maintain sufficient resources to perform their respective obligations hereunder. In performing the Services, Cablevision and AMC shall provide substantially the same level of service and use substantially the same degree of care as their respective personnel provided and used in providing such Services prior to completion of the Distribution for itself (but in no event less than a reasonable degree of care), subject in each case to any provisions set forth on Schedule A, Schedule B or Schedule C with respect to each such Service. Each Party shall provide reasonable assistance to the other Party (or to MSG) in migrating the applicable Services to the recipient of such Services.
     Section 2.3. Additional Services. From time to time after the date hereof, the Parties may identify additional services that one Party will provide to the other Party in accordance with the terms of this Agreement (the “Additional Services”). The Parties shall cooperate and act in good faith to agree on the terms pursuant to which any such Additional Service shall be provided and to amend Schedule A or Schedule B, as applicable, in accordance with such terms. Notwithstanding the foregoing, neither Party shall have any obligation to agree to provide Additional Services.
     Section 2.4. Representative. The Parties shall each appoint a representative (each, a “Representative”) to facilitate communications and performance under this Agreement. Each Party may treat an act of a Representative of the other Party as being authorized by such other Party without inquiring behind such act or ascertaining whether such Representative had authority to so act. Each Party shall have the right at any time and from time to time to replace its Representative by giving notice in writing to the other Party. The initial representative of each Party is as set forth on Schedule D.
ARTICLE III
LICENSES AND PERMITS
     Section 3.1. Licenses and Permits. Each Party warrants and covenants that all duties and obligations (including with respect to Cablevision, all Cablevision Services and with respect to AMC, all AMC Services) to be performed hereunder shall be performed in compliance with all material applicable federal, state and local laws, rules and regulations. Each Party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to Cablevision, the Cablevision Services and with respect to AMC, the AMC Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.

-4-


 

ARTICLE IV
PAYMENT
     Section 4.1. General. (a) In consideration for the provision of each of the Cablevision Services, AMC shall pay to Cablevision the fee calculated as set forth for such Cablevision Service on Schedule A.
     (b) In consideration for the provision of each of the AMC Services To Cablevision, Cablevision shall pay to AMC the fee calculated as set forth for such AMC Service on Schedule B.
     (c) In consideration for the provision of each of the AMC Services To MSG, Cablevision shall pay to AMC the fee calculated as set forth for such AMC Service on Schedule C.
     Section 4.2. Additional Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), AMC shall reimburse Cablevision for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by Cablevision with respect to Third Parties in connection with the provision of Cablevision Services to AMC pursuant to the terms of this Agreement or paid by Cablevision on behalf of AMC; provided that if Cablevision expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule A, Cablevision shall use best reasonable efforts to provide to AMC prior to the first day of such month a written notice setting forth Cablevision’s reasonable estimate of the expenses it expects to incur.
     (b) In addition to the fees payable for expenses in accordance with Section 4.1(b), Cablevision shall reimburse AMC for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by AMC with respect to Third Parties in connection with the provision of AMC Services to Cablevision pursuant to the terms of this Agreement or paid by AMC on behalf of Cablevision; provided that if AMC expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule B, AMC shall use best reasonable efforts to provide to Cablevision prior to the first day of such a month written notice setting forth AMC’s reasonable estimate of the expenses it expects to incur.
     (c) In addition to the fees payable for expenses in accordance with Section 4.1(c), Cablevision shall reimburse AMC for all reasonable and necessary out-of-pocket costs and expenses (including without limitation postage and other delivery costs, telephone, telecopy and similar expenses) incurred by AMC with respect to Third Parties in connection with the provision of AMC Services to MSG pursuant to the terms of this Agreement or paid by AMC on behalf of MSG; provided that if AMC expects to incur in respect of a Third Party in any month costs and expenses in excess of $25,000 and not already contemplated by Schedule C,

-5-


 

AMC shall use best reasonable efforts to: (i) provide to Cablevision prior to the first day of such a month written notice setting forth AMC’s reasonable estimate of the expenses it expects to incur, and (ii) provide to MSG a copy of the notice required under clause (i).
     Section 4.3. Invoices. (a) Cablevision will invoice AMC in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by AMC in accordance with Section 4.1(a) for Cablevision Services listed on Schedule A provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by AMC in accordance with Section 4.2(a) (and enclosing invoices from the relevant Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of Cablevision Services to AMC during such month. Cablevision shall deliver or cause to be delivered to AMC each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. AMC shall pay each such invoice received by electronic funds transfer as follows: in the case of clauses (i) and (ii), within twenty (20) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments; provided that Cablevision delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.
     (b) AMC will invoice Cablevision in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Cablevision in accordance with Section 4.1(b) for AMC Services To Cablevision listed on Schedule B provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Cablevision in accordance with Section 4.2(b) (and enclosing invoices from such Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of AMC Services to Cablevision during such month. AMC shall deliver or cause to be delivered to Cablevision each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. Cablevision shall pay each such invoice received by electronic funds transfer: in the case of clauses (i) and (ii), within twenty (20) Business Days of the date on which such invoice was received, and in the case of clause (iii), not later than one (1) Business Day prior to the due date for such tax payments’ provided that AMC delivers such invoice not less than three (3) Business Days prior to the due date for such tax payments.
     (c) AMC will invoice Cablevision in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by Cablevision in accordance with Section 4.1(c) for AMC Services to MSG listed on Schedule C provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by Cablevision in accordance with Section 4.2(c) (and enclosing invoices from such Third Parties); and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) accrued with respect to the provision of AMC Services to MSG during such month. AMC shall deliver or cause to be delivered: (x) to Cablevision each such invoice within thirty (30) days following

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the last day of the calendar month to which such invoice relates, and (y) to MSG a copy of such invoice and relevant enclosed invoices from Third Parties, if any. Cablevision shall pay each invoice received from AMC under this Section 4.3(c) by electronic funds transfer within fifteen (15) Business Days of receiving such payment from MSG. In the event that Cablevision receives any verbal or written inquiry or notice of dispute from MSG with respect to any invoice delivered to MSG by AMC under this Section 4.3(c), Cablevision shall promptly notify AMC thereof. AMC shall cooperate with Cablevision and provide any information necessary to address any such inquiry or resolve any such dispute.
     Section 4.4. Failure to Pay. Any undisputed amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate from the due date of such amount to the date such amount is paid. Each Party agrees to pay the other Party’s reasonable attorneys’ fees and other costs incurred in collection of any amounts owed to such other Party hereunder and not paid when due. Notwithstanding anything to the contrary contained herein, in the event either Party fails to make a payment of any undisputed amount when due hereunder, and such failure continues for a period of thirty (30) days following delivery of notice to such non-paying Party of such failure, the other Party shall have the right to cease provision of such Services to such non-paying Party until such overdue payment (and any applicable late payment fee accrued with respect thereto) is paid in full. Such right of the Party providing services shall not in any manner limit or prejudice any of such Party’s other rights or remedies in the event of the non-paying Party’s failure to make payments when due hereunder, including without limitation any rights or remedies pursuant to Sections 6, 8 and 10. Cablevision agrees to use its best reasonable efforts to enforce its rights under the MSG Transition Services Agreement in the event MSG fails to pay Cablevision for AMC Services To MSG rendered by AMC on Cablevision’s behalf. Upon written request from AMC, Cablevision shall use best reasonable efforts to enforce any rights it may have under the MSG Transition Services Agreement with respect to such failure to pay by MSG.
     Section 4.5. Termination of Services. In the event of a termination of Services pursuant to Section 8, with respect to the calendar month in which such Services cease to be provided, the recipient of such Services shall be obligated to pay a fee for such Services calculated as set forth on Schedules A, B or C, as applicable for the portion of the month prior to the termination. Where possible, the Parties agree to work together cooperatively to seek to have terminations occur as of month ends, but this agreement shall not limit a Party’s right to effect a termination in accordance with this agreement other than as of a month end.
ARTICLE V
INSURANCE MATTERS
     Section 5.1. Disclaimer. AMC does hereby, for itself and each of its subsidiaries, agree that Cablevision and its subsidiaries and their respective directors, officers and employees shall not have any liability whatsoever as a result of the insurance policies and practices of Cablevision and its affiliates as in effect at any time prior to the Distribution, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the selection, identity or performance of any third party administrator, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

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     Section 5.2. Insurance Transition. Cablevision agrees to use its best reasonable efforts to cause the interest and rights of AMC and each of its subsidiaries as of the date of the Distribution as insureds, additional named insureds or beneficiaries or in any other capacity under occurrence-based insurance policies and programs (and under claims-made policies and programs to the extent a claim has been submitted prior to the Distribution or later if so permitted by the terms of the applicable insurance policy and assuming that such policy is then in effect) of Cablevision in respect of periods prior to the date of the Distribution to survive the Distribution for the period for which such interests and rights would have survived without regard to the transactions contemplated hereby to the extent permitted by such policies. In accordance with this Agreement, Cablevision shall transition the administration of such insurance policies and programs to AMC and AMC shall pay the costs and fees of Cablevision during such transition as provided in Article IV and Schedule A. Any proceeds received by Cablevision or any of its subsidiaries or affiliates after the date of the Distribution under such policies and programs in respect of AMC shall be for the benefit of AMC.
     Section 5.3. Claims Made Policies. Cablevision agrees that if it obtains or maintains any insurance coverage after the date of the Distribution for matters occurring prior to that time (e.g., a claims made directors and officers insurance policy) it will also obtain or maintain such coverage for AMC and its subsidiaries, subject to AMC’s payment of the fees and costs in connection therewith as provided in this Agreement.
     Section 5.4. Audits and Adjustments. AMC agrees that it will reimburse Cablevision under this Agreement for any additional premiums or other amounts owing to any third party, including but not limited to workers compensation, commercial general liability or automotive liability deductibles or self insured retentions, as a result of any audit, claim reimbursement requests under incurrence based or claims made policies or similar procedure by a third party, to the extent that such additional premiums or amounts owing relate to AMC or any of its subsidiaries during the period AMC or such subsidiaries were covered by the relevant insurance policy.
     Section 5.5. No Assignment or Waiver. This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of Cablevision in respect of any insurance policy or any other contract or policy of insurance.
     Section 5.6. No Limitation on AMC Insurance. Nothing in this Agreement shall be deemed to restrict AMC from acquiring at its own expense any other insurance policy in respect of any liabilities or covering any period.
     Section 5.7. Scope. The provisions of this Article V shall not apply to insurance practices or policies relating to health and welfare plans or any other employee benefit arrangement.

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ARTICLE VI
INDEMNIFICATION
     Section 6.1. Indemnification by Party Receiving Services. (a) AMC agrees to indemnify, defend and hold Cablevision harmless from and against any Loss to which Cablevision may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by Cablevision of Cablevision Services, other than Losses resulting from Cablevision’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, AMC shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
     (b) Cablevision agrees to indemnify, defend and hold AMC harmless from and against any Loss to which AMC may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by AMC of AMC Services, other than Losses resulting from AMC’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement. Notwithstanding any provision in this Agreement to the contrary, Cablevision shall not be liable under this Section 6.1 for any consequential, special or punitive damages (including but not limited to lost profits), except to the extent that such consequential, special or punitive damages relate to a Loss resulting from a Third-Party Claim (as defined below).
     Section 6.2. Indemnification by Party Providing Services. (a) Cablevision agrees to indemnify, defend and hold AMC harmless from and against any Loss to which AMC may become subject arising out of, by reason of or otherwise in connection with, the provision hereunder by Cablevision of Cablevision Services to AMC where such Losses resulted from Cablevision’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement.
     (b) AMC agrees to indemnify, defend and hold Cablevision harmless from and against any Loss to which Cablevision may become subject arising out of, by reason of or otherwise in connection with the provision hereunder by AMC of AMC Services to Cablevision or MSG where such Losses resulted from AMC’s gross negligence, willful misconduct or breach of its obligations pursuant to this Agreement.
     Section 6.3. Third-Party Claims. (a) If a claim or demand is made against AMC or Cablevision (each, an “Indemnitee”) by any Third Party or MSG (a “Third-Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 6.1 or Section 6.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day after receipt by such Indemnitee of written notice of

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the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date that the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.
          (b) If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party, provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such Parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third-Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided agreements, documents, books, records, files and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party, except to the extent that providing or causing the foregoing to be provided would constitute a waiver of any Indemnitee’s attorney-client privilege.
          (c) If the Indemnifying Party acknowledges in writing responsibility under this Article VI for a Third-Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the

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Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third-Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and releases the Indemnitee completely in connection with such Third-Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim.
          (d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.
          (e) In the event and to the extent of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.
          (f) AMC and Cablevision shall cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third-Party Claim. In furtherance of this obligation, the Parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third-Party Claim, Cablevision or AMC, as the case may be, shall use its best reasonable efforts to make available to the other Party, upon written request, their former and then current directors, officers, employees and agents and those of their subsidiaries as witnesses and any records or other documents within its control or which it otherwise has the ability to make available, to the extent that (i) any such Person, records or other documents may reasonably be required in connection with such defense, settlement or compromise and (ii) making such Person, records or other documents so available would not constitute a waiver of the attorney-client privilege of Cablevision or AMC, as the case may be.

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At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.
          (g) The remedies provided in this Article VI shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
          Section 6.4. Indemnification Payments. (a) Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or any Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article VI within 30 days after receipt of a bill therefore or notice that a Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Loss to, but not including the date of payment, at the Applicable Rate.
          (b) The amount of any claim by an Indemnitee under this Agreement shall be reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Losses that gave rise to such indemnity.
          Section 6.5. Survival. The Parties’ obligations under this Article VI shall survive the termination of this Agreement.
ARTICLE VII
COOPERATION; CONFIDENTIALITY; TITLE
          Section 7.1. Good Faith Cooperation; Consents. Each Party shall use best reasonable efforts to cooperate with the other Party in all matters relating to the provision and receipt of the Services. Such cooperation shall include, but not be limited to, exchanging information, providing electronic access to systems used in connection with the Services, performing true-ups and adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder. Cablevision and AMC shall maintain reasonable documentation related to the Services and cooperate with each other in making such information available as needed.
          Section 7.2. Confidentiality. Each Party shall keep confidential from Third Parties the Schedules to this Agreement and all information received from the other Party regarding the Services, including, without limitation, any information received with respect to products and services of Cablevision, AMC or MSG, and to use such information only for the purposes set forth in this Agreement unless (i) otherwise agreed to in writing by the Party from which such information was received or (ii) required by applicable law or any securities exchange (in which case the Parties shall cooperate in seeking to obtain a protective order or other arrangement pursuant to which the confidentiality of such information is preserved) . The

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covenants in this Article VII shall survive any termination of this Agreement for a period of three (3) years from the date such termination becomes effective.
          Section 7.3. Internal Use; Title, Copies, Return. Except to the extent inconsistent with the express terms of the Distribution Agreement and any Ancillary Agreement other than this Agreement, each Party agrees that:
          (a) title to all systems used in performing any Service provided hereunder shall remain in the Party providing such Service or its third party vendors; and
          (b) to the extent the provision of any Service involves intellectual property, including without limitation software programs or patented or copyrighted material, or material constituting trade secrets, the recipient of such Service shall not copy, modify, reverse engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement, without the express written consent of the Party providing such Service; and upon the termination of any Service, the recipient of such Service shall return to the Party providing such Service, as soon as practicable, any equipment or other property of the Party providing such Service relating to such Service which is owned or leased by the Party providing such Service and is or was in its possession or control.
ARTICLE VIII
TERM
          Section 8.1. Duration. (a) Except as provided in Sections 2.1(c), 4.5, 6.5, 7.2, 8.2, 8.3, 8.4 and 8.5, the term of this Agreement shall commence on the date hereof and shall continue in full force and effect with respect to each Service until the earlier of (i) the expiration of the term set forth opposite the description of such Service in Schedule A, B or C as applicable, unless otherwise mutually agreed by the Parties and (ii) the termination of such Service in accordance with Section 4.4 or 8.1(b). Notwithstanding the foregoing and notwithstanding anything else in this Agreement or in the Schedules hereto to the contrary, in no event shall AMC’s obligation to provide AMC Services To MSG continue beyond December 31, 2011.
          (b) Each Party acknowledges that the purpose of this Agreement is for Cablevision to provide the Cablevision Services to AMC on an interim basis until AMC can perform the Cablevision Services for itself, for AMC to provide the AMC Services to Cablevision on an interim basis until Cablevision can perform the AMC Services for themselves, and for AMC to provide the AMC Services To MSG to enable Cablevision to fulfill its obligations to MSG under the MSG Transition Services Agreement. Accordingly, each of Cablevision and AMC shall use its best reasonable efforts to make or obtain such approvals, permits and licenses and implement such systems, as shall be necessary for it to provide the appropriate services for itself as promptly as reasonably practicable. As AMC becomes self-sufficient or engages other sources to provide any Cablevision Service, AMC shall be entitled to release Cablevision from providing any or all of the Cablevision Services hereunder by

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delivering a written notice thereof to Cablevision at least twenty (20) Business Days prior to the effective date of release of such Cablevision Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the Parties), Cablevision shall discontinue the provision of the Cablevision Services specified in such notice and any such Cablevision Services shall be excluded from this Agreement, and Schedule A shall be deemed to be amended accordingly. Cablevision shall also: (i) be entitled to release AMC from providing any or all of the AMC Services To Cablevision hereunder, and (ii) upon receipt of notice from MSG to such effect, be obligated to release AMC from providing any or all of the AMC Services To MSG hereunder, in each case by delivering a written notice thereof to AMC at least twenty (20) Business Days prior to the effective date of release of such AMC Service(s). At the end of such twenty (20) Business Day period (or such shorter period as may be agreed by the Parties), AMC shall discontinue the provision of the AMC Services specified in such notice and any such AMC Services shall be excluded from this Agreement, and Schedule B or Schedule C, as applicable, shall be deemed to be amended accordingly.
          Section 8.2. Early Termination by Cablevision. Cablevision may terminate this Agreement by giving written notice to AMC under the following circumstances:
          (a) if AMC shall default in the performance of any of its material obligations under this Agreement, and such default or breach shall continue and not be remedied for a period of thirty (30) days after Cablevision has given written notice to AMC specifying such default and requiring it to be remedied; or
          (b) if a Bankruptcy Event has occurred with respect to AMC.
          Section 8.3. Early Termination by AMC. AMC may terminate this Agreement by giving written notice to Cablevision under the following circumstances:
          (a) if Cablevision shall default in the performance of any of its material obligations under this Agreement and such default shall continue and not be remedied for a period of thirty (30) days after AMC has given written notice to Cablevision specifying such default and requiring it to be remedied; or
          (b) if a Bankruptcy Event has occurred with respect to Cablevision.
          Section 8.4. Suspension Due to Force Majeure. In the event the performance by either AMC or Cablevision of its duties or obligations hereunder is interrupted or interfered with by reason of any cause beyond its reasonable control including, but not limited to, fire, storm, flood, earthquake, explosion, war, strike or labor disruption, rebellion, insurrection, quarantine, act of God, boycott, embargo, shortage or unavailability of supplies, riot, or governmental law, regulation or edict (collectively, “Force Majeure Events”), the Party affected by such Force Majeure Event shall not be deemed to be in default of this Agreement by reason of its non-performance due to such Force Majeure Event, but shall give notice to the other Party of the

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Force Majeure Event and the fee provided for in Section 4.1 shall be equitably adjusted to reflect the reduced performance. In such event, the Party affected by such Force Majeure Event shall resume the performance of its duties and obligations hereunder as soon as reasonably practicable after the end of the Force Majeure Event.
          Section 8.5. Consequences of Termination. In the event this Agreement expires or is terminated in accordance with this Article VIII, then (a) all Services to be provided will promptly cease, (b) each of Cablevision and AMC shall, upon request of the other Party, promptly return or destroy all confidential information received from the other Party in connection with this Agreement (including the return of all information received with respect to the Services or products of Cablevision or AMC, as the case may be), without retaining a copy thereof (other than one copy for file purposes), and (c) each of Cablevision and AMC shall honor all credits and make any accrued and unpaid payment to the other Party as required pursuant to the terms of this Agreement, and no rights already accrued hereunder shall be affected.
ARTICLE IX
RECORDS
          Section 9.1. Maintenance of Records. Each of the Parties shall create and maintain full and accurate books in connection with the provision of the Services, and all other records relevant to this Agreement, and upon reasonable notice from the other Party shall make available for inspection and copy by such other Party’s agents such records during reasonable business hours.
ARTICLE X
DISPUTE RESOLUTION
          Section 10.1. Negotiation. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any agreement relating to the use or lease of real property if any Third Party is a Party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), the management of the Parties shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute, provided, however, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed 30 days from the time the Parties began such negotiations.
          Section 10.2. Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement during the course of any form of dispute resolution with respect to all matters not subject to such dispute, controversy or claim.

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          Section 10.3. Other Remedies. Nothing in this Article X shall limit the right that any Party may otherwise have to seek to obtain (a) preliminary injunctive relief in order to preserve the status quo pending the resolution of a dispute or (b) temporary or permanent injunctive relief from any breach of any provisions of this Agreement.
ARTICLE XI
NOTICES
          Section 11.1. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be emailed, hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To Cablevision:
     
 
  Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: Donna Coleman
 
   
 
  With a copy to: General Counsel
 
   
 
  To AMC:
 
   
 
  AMC Networks Inc.
11 Pennsylvania Plaza
New York, NY 10001
Attention: John Huffman
 
   
 
  With a copy to: General Counsel
          Section 11.2. Notices from MSG. In the event that Cablevision receives a notice or other communication from MSG pursuant to the MSG Transition Services Agreement that relates to an AMC Service To MSG hereunder, Cablevision shall forward such notice to AMC as soon as reasonably practicable in accordance with Section 11.1 hereof.

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ARTICLE XII
MISCELLANEOUS
          Section 12.1. Taxes. Except as may otherwise be specifically provided herein, each Party shall bear all taxes, duties and other similar charges (and any related interest and penalties) imposed as a result of its receipt of Services under this Agreement.
          Section 12.2. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of independent contractor nor be deemed to vest any rights, interest or claims in any third parties.
          Section 12.3. Complete Agreement; Construction. This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.
          Section 12.4. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each Party and delivered to the other Party.
          Section 12.5. Waivers. The failure of any Party to require strict performance by the other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
          Section 12.6. Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
          Section 12.7. Assignment. This Agreement shall not be assignable, in whole or in part, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

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          Section 12.8. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
          Section 12.9. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and shall not be deemed to confer upon any other Person (including, for the avoidance of doubt, MSG) any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
          Section 12.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
          Section 12.11. Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
          Section 12.12. Specific Performance. Subject to Article X, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
          Section 12.13. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
          Section 12.14. Provisions Unaffected. Nothing contained in this Agreement shall affect the rights and obligations of Cablevision and AMC pursuant to the Distribution Agreement.
          Section 12.15. No Presumption. Neither Cablevision nor AMC shall be deemed to be the drafter of this Agreement and no term or provision of this Agreement may be construed against any Party on that basis.

-18-


 

          Section 12.16. Enforcement of Rights. With respect to Cablevision’s obligations under Sections 6.3(f), 7.1, 7.2, 7.3(b), 8.1(b) and 8.5(b), to the extent that MSG, under the MSG Transition Services Agreement, owes corresponding obligations to Cablevision in connection with the AMC Services to MSG, Cablevision agrees that it will use its best reasonable efforts to enforce its rights under the MSG Transition Services Agreement so that AMC shall receive the benefits thereof.

-19-


 

          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf of the Parties as of the date first herein above written.
         
 

CABLEVISION SYSTEMS CORPORATION
 
 
  By:      
    Name:    
    Title:    
 
  AMC NETWORKS INC.
 
 
  By:      
    Name:      
    Title:      
 

 

exv10w2
Exhibit 10.2
TAX DISAFFILIATION AGREEMENT
BETWEEN
CABLEVISION SYSTEMS CORPORATION
AND
AMC NETWORKS INC.

 


 

TABLE OF CONTENTS
         
    Page  
SECTION 1. Definition of Terms
    1  
 
       
SECTION 2. Allocation of Taxes and Tax-Related Losses
    9  
 
       
2.1 Allocation of Taxes
    9  
2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes
    9  
2.3 Tax Payments
    10  
 
       
SECTION 3. Preparation and Filing of Tax Returns
    10  
 
       
3.1 Combined Returns
    10  
3.2 Separate Returns
    10  
3.3 Agent
    10  
3.4 Provision of Information
    10  
3.5 Special Rules Relating to the Preparation of Tax Returns
    11  
3.6 Refunds, Credits or Offsets
    11  
3.7 Carrybacks
    12  
3.8 Amended Returns
    12  
3.9 Compensatory Equity Interests
    12  
 
       
SECTION 4. Tax Payments
    12  
 
       
4.1 Payment of Taxes to Tax Authority
    12  
4.2 Indemnification Payments
    12  
4.3 Interest on Late Payments
    12  
4.4 Tax Consequences of Payments
    13  
4.5 Section 336(e) Election
    13  
4.6 Certain Final Determinations
    13  
 
       
SECTION 5. Cooperation and Tax Contests
    13  
 
       
5.1 Cooperation
    13  
5.2 Notices of Tax Contests
    13  
5.3 Control of Tax Contests
    14  
5.4 Cooperation Regarding Tax Contests
    14  
 
       
SECTION 6. Tax Records
    14  
 
       
6.1 Retention of Tax Records
    14  
6.2 Access to Tax Records
    15  
6.3 Confidentiality
    15  
 
       
SECTION 7. Representations and Covenants
    15  
 
       
7.1 Covenants of Cablevision and AMC
    15  
7.2 Private Letter Ruling
    15  
7.3 Covenants of AMC
    16  
7.4 Covenants of Cablevision
    16  
7.5 Exceptions
    17  
7.6 Injunctive Relief
    17  

i


 

         
    Page  
7.7 Further Assurances
    17  
 
       
SECTION 8. General Provisions
    17  
 
       
8.1 Predecessors or Successors
    18  
8.2 Construction
    18  
8.3 Ancillary Agreements
    18  
8.4 Counterparts
    18  
8.5 Notices
    18  
8.6 Amendments
    18  
8.7 Assignment
    18  
8.8 Successors and Assigns
    19  
8.9 Change in Law
    19  
8.10 Authorization, Etc.
    19  
8.11 Termination
    19  
8.12 Subsidiaries
    19  
8.13 Third-Party Beneficiaries
    19  
8.14 Titles and Headings
    19  
8.15 Governing Law
    19  
8.16 Waiver of Jury Trial
    19  
8.17 Severability
    19  
8.18 No Strict Construction; Interpretation
    19  

ii


 

TAX DISAFFILIATION AGREEMENT
     THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of June _______, 2011 by and between Cablevision Systems Corporation, a Delaware corporation (Cablevision), and AMC Networks Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
RECITALS
     WHEREAS, the Board of Directors of Cablevision determined that, based on the Corporate Business Purposes, it is in the best interests of Cablevision and its stockholders to separate the businesses of AMC, all as more fully described in AMC’s registration statement on Form 10, from Cablevision’s other businesses on the terms and conditions set forth in the Distribution Agreement between Cablevision and AMC dated on or about the date hereof (the “Distribution Agreement”);
     WHEREAS, the Board of Directors of CSC Holdings, LLC (“CSC”) authorized the distribution to Cablevision, as the sole stockholder of CSC, of all the AMC Common Stock (the “CSC Distribution”) and has determined that, based on the Corporate Business Purposes, the CSC Distribution, including the Debt Exchange (as defined below), is in the best interests of CSC and its stockholder and has approved the Distribution Agreement;
     WHEREAS, the Board of Directors of Cablevision has authorized the distribution to the holders of the issued and outstanding shares of NY Group Class A Common Stock, par value $0.01 per share, of Cablevision (Cablevision Class A Stock) and NY Group Class B Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class B Stock” and, together with the Cablevision Class A Stock, the “Cablevision Common Stock”), as of the record date for the distribution, of all the issued and outstanding shares of Class A common stock, par value $0.01 per share, of AMC (the “AMC Class A Common Shares”) and Class B common stock, par value $0.01 per share, of AMC (the “AMC Class B Common Shares”) (each such AMC Class A Common Share and AMC Class B Common Share is individually referred to as an “AMC Share” and collectively referred to as the “AMC Shares”), respectively, on the basis of one AMC Share for each [] shares of Cablevision Common Stock, and to distribute certain obligations of AMC in exchange for certain obligations of CSC pursuant to the Debt Exchange, as defined below (such steps collectively, the “Distribution”);
     WHEREAS, Cablevision intends the Distribution to qualify as a tax-free transaction described under Sections 368(a)(1)(D), 355, and 361 of the Code;
     WHEREAS, the Boards of Directors of Cablevision and AMC have each determined that the Distribution and the other transactions contemplated by the Distribution Agreement, and the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole stockholder, as applicable, and have approved the Distribution Agreement, and each of the Ancillary Agreements;
     WHEREAS, the Parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the AMC Group from the Cablevision Group; and
     WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes.
     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:
     SECTION 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

 


 

     “Affiliate” means, when used with respect to any specified Person, a Person that directly or indirectly Controls, is Controlled by, or is under common Control with such specified Person. Unless explicitly provided herein to the contrary, (x) neither Cablevision nor any member of the Cablevision Group shall be deemed to be an Affiliate of AMC or any of its Subsidiaries; (y) neither AMC nor any member of the AMC Group shall be deemed to be an Affiliate of Cablevision or any of its Subsidiaries; and (z) neither MSG nor any member of the MSG Group shall be deemed to be an Affiliate of Cablevision (or any of its Subsidiaries) or of AMC (or any of its Subsidiaries).
     “Agreement” has the meaning set forth in the preamble hereof.
     “AMC” has the meaning set forth in the preamble hereof.
     “AMC Business” means the “IFC Business” as set forth in the Ruling Request that constitutes an active trade or business, within the meaning of Section 355(b) of the Code, of the separate affiliated group of AMC, as determined in the Ruling.
    “AMC Class A Common Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Class B Common Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Management Fee Agreement” means that certain Consulting Agreement, dated as of March 29, 2001, among CSC, American Movie Classics Company, and WE: Women’s Entertainment LLC.
     “AMC Group” means (x) with respect to any Tax Year (or portion thereof) ending at or before the Effective Time, AMC and each of its Subsidiaries at the Effective Time; and (y) with respect to any Tax Year (or portion thereof) beginning after the Effective Time, AMC and each Subsidiary of AMC (but only while such Subsidiary is a Subsidiary of AMC).
     “AMC Indemnified Party” includes each member of the AMC Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
     “AMC Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Tainting Act” means a breach of the covenant made by AMC in Section 7.1 of this Agreement or the taking of a Restricted Action, if as a result of such breach or taking of a Restricted Action a Final Determination is made that the Contribution and Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failing to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
    “Ancillary Agreements” means the agreements encompassed by such term in the Distribution Agreement.
     “Business Day” has the meaning set forth in the Distribution Agreement.
    “Cablevision” has the meaning set forth in the preamble hereof.
     “Cablevision Business” means such cable video business as set forth in the Ruling Request that constitutes an active trade or business, within the meaning of Section 355(b) of the Code, of the separate affiliated group of Cablevision, as determined in the Ruling.

2


 

     “Cablevision Class A Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Class B Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Group” means Cablevision and each Subsidiary of Cablevision (but only while such Subsidiary is a Subsidiary of Cablevision) other than any Person that is a member of the AMC Group (but only during the period such Person is treated as a member of the AMC Group).
     “Cablevision Indemnified Party” includes each member of the Cablevision Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
     “Cablevision Tainting Act” means any breach of a representation or covenant made by Cablevision in Section 7.1 or Section 7.4 of this Agreement, if as a result of such breach a Final Determination is made that the Contribution and Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failing to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
     “Code” means the U.S. Internal Revenue Code of 1986, as amended.
     “Combined Return” means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the Cablevision Group and one or more members of the AMC Group.
     “Companies” means Cablevision and AMC.
     “Company” means Cablevision or AMC, as the context requires.
     “Compensatory Equity Interests” means options, stock appreciation rights, restricted stock, restricted stock units or other rights with respect to Cablevision Common Stock or AMC Shares that are granted by Cablevision, AMC or any of their respective Subsidiaries in connection with employee or director compensation or other employee benefits.
     “Compensatory Equity Net Share Settlements” means “net share settlement” transactions with respect to Compensatory Equity Interests between either Party (or any of their respective Subsidiaries) on the one hand and the employee (or director, as the case may be) of such Party or the other Party (or any of their respective Subsidiaries) on the other hand, in each case pursuant to the terms of the relevant agreement with respect to such Compensatory Equity Interests.
     “Contribution” means the contribution by Cablevision (through entities disregarded as separate from Cablevision for U.S. federal tax purposes) to AMC of all of the membership interests of Rainbow Media Holdings LLC, a Delaware limited liability company, in exchange for the AMC Shares, obligations of AMC (including the Senior Notes and the Term Loan B), termination of the AMC Management Fee Agreement and the potential assumption of liabilities by AMC.
     “Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or

3


 

partnership, membership, limited liability company, or other ownership interests, by contract or otherwise and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.
     “Controlling Party” means, with respect to a Tax Contest, the Person that has responsibility, control and discretion in handling, defending, settling or contesting such Tax Contest.
     “Corporate Business Purposes” means the Corporate Business Purposes as set forth in the Tax Opinion Representations and the “Reasons for the Distribution” in AMC’s registration statement on Form 10.
     “Covered Income Taxes” means any Income Taxes other than New York City Unincorporated Business Tax as currently imposed by Section 11-503 of the New York City Administrative Code or any successor thereto.
     “Credit Agreement” means the Credit Agreement dated as of [] entered into by AMC.
     “CSC” has the meaning set forth in the recitals to this Agreement.
     “CSC Distribution” has the meaning set forth in the recitals to this Agreement.
     “Debt Exchange” shall mean the exchange of the Senior Notes and the Term Loan B for obligations of [] as set forth in one or more agreements titled [] entered into [on or about the date hereof].
     “Deconsolidation Taxes” means any Taxes imposed on any member of the Cablevision Group or the AMC Group as a result of or in connection with the Contribution and the Distribution (or any portion thereof), including, but not limited to, any Taxes imposed pursuant to or as a result of Section 311 or 1502 of the Code or the Treasury Regulations thereunder (and under any applicable similar state, local or foreign law), but excluding any Transfer Taxes and Distribution Taxes.
     “Disclosing Party” has the meaning set forth in Section 6.3.
     “Distribution” has the meaning set forth in the recitals hereof.
     “Distribution Agreement” has the meaning set forth in the recitals hereof.
     “Distribution Date” means the date on which the Distribution occurs.
     “Distribution Taxes” means any Taxes arising from a Final Determination that the Contribution and Distribution failed to be tax-free to Cablevision in accordance with the requirements of Section 355 or 368(a)(1)(D) of the Code (including any Taxes resulting from the application of Section 355(d) or (e) to the Distribution), or that any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failed to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failed to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, and shall include any Taxes resulting from an election under Section 336(e) of the Code in the circumstances set forth in Section 4.5 hereof.
     “Due Date” has the meaning set forth in Section 4.3.
     “Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.
     “Employee Matters Agreement” means the Employee Matters Agreement by and between Cablevision and AMC entered into on or about the date hereof.

4


 

     “Excess Taxes” means the excess of (x) the Taxes for which Cablevision Group is liable if an election is made pursuant to Section 336(e) of the Code under Section 4.5 of this Agreement, over (y) the Taxes for which Cablevision Group is liable if such an election is not made, in each case taking into account the allocation of Taxes that is otherwise applicable in this Agreement but without regard to Section 4.5 hereof.
     “Expert Law Firm” means a law firm nationally recognized for its expertise in the matter for which its opinion is sought.
     “Fifty-Percent Equity Interest” means, in respect of any corporation (within the meaning of the Code), stock or other equity interests of such corporation possessing (i) at least fifty percent (50%) of the total combined voting power of all classes of stock or equity interests entitled to vote, or (ii) at least fifty percent (50%) of the total value of shares of all classes of stock or of the total value of all equity interests.
     “Final Determination” means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.
     “Group” means the Cablevision Group or the AMC Group, as the context requires.
     “Income Taxes” means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.
     “Indemnified Party” shall mean each AMC Indemnified Party and each Cablevision Indemnified Party, as the context requires.
     “Indemnifying Party” has the meaning set forth in Section 4.4.
     “Indenture” means the [Indenture] dated as of [] among [AMC and other parties].
     “Interest Rate” means the Rate determined below, as adjusted as of each Interest Rate Determination Date. The “Rate” means, with respect to each period between two consecutive Interest Rate Determination Dates, a rate determined at approximately 11:00 a.m., New York time, two Business Days before the first Interest Rate Determination Date equal to: (x) the sum of (i) the six-month dollar LIBOR rate as displayed on page “LR” of Bloomberg (or such other appropriate page as may replace such page), plus (ii) 2%, or (y) if higher and if with respect to a payment to indemnify for a Tax to which the “large corporate underpayment” provision within the meaning of Section 6621(c) applies, such interest rate that would be applicable at such time to such “large corporate underpayment.”
     “Interest Rate Determination Date” means the Due Date and each March 31, June 30, September 30 and December 31 thereafter.
    “IRS” means the Internal Revenue Service.
     “MSG” and “MSG Group” have the meanings set forth for such terms, respectively, in the MSG TDA.
     “MSG Taxes” means any (i) Taxes described in Section 2.1(b) of the MSG TDA (as qualified by Section 2.1(c) thereof) or (ii) any “Deconsolidation Taxes” or “Distribution Taxes” as defined in the MSG TDA (in each case under this clause (ii), for the avoidance of doubt, as such Taxes relate to the MSG Transaction).

5


 

     “MSG TDA” means that certain Tax Disaffiliation Agreement dated January 12, 2011 between Cablevision Systems Corporation and Madison Square Garden, Inc.
     “MSG Transaction” means the “Distribution” as set forth in the MSG TDA.
     “Non-Controlling Party” has the meaning set forth in Section 5.3(a).
     “Non-Preparer” means any Company that is not responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.
     “Parties” has the meaning set forth in the preamble hereof.
     “Payment Date” means (x) with respect to any U.S. federal income tax return, the date on which any required installment of estimated taxes determined under Section 6655 of the Code is due, the date on which (determined without regard to extensions) filing the return determined under Section 6072 of the Code is required, and the date the return is filed, and (y) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.
     “Permitted Acquisition” means any acquisition (as a result of the Distribution) of AMC Shares solely by reason of holding Cablevision Common Stock, but does not include such an acquisition if such Cablevision Common Stock, before such acquisition, was itself acquired in a manner to which the flush language of Section 355(e)(3)(A) of the Code applies (thus causing, for the avoidance of doubt, Section 355(e)(3)(A)(i), (ii), (iii) or (iv) not to apply).
     “Person” means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.
     “Post-Distribution Period” means any Tax Year or other taxable period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period that begins at the beginning of the day after the Distribution Date.
     “Pre-Distribution Period” means any Tax Year or other taxable period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period through the end of the day on the Distribution Date.
     “Preparer” means the Company that is responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.
     “Receiving Party” has the meaning set forth in Section 6.3.
     “Residual Taxes” means all Taxes other than Covered Income Taxes.
     “Restricted Action” means any action by AMC or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.3; and, for the avoidance of doubt, an action shall be and remain a Restricted Action even if AMC or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5.
     “Restriction Period” means the period beginning on the Distribution Date and ending twenty-four (24) months after the Distribution Date.
     “Ruling” means the private letter ruling that was issued to Cablevision in response to the Ruling Request.

6


 

     “Ruling Request” means the request for ruling in connection with the Distribution filed by Cablevision with the IRS, as amended or supplemented, including any appendices and exhibits attached thereto or included therewith and including so much of the pre-submission materials submitted by Cablevision to the IRS, as relate to the Distribution, and including, for the avoidance of doubt, the communication with the IRS set forth in Annex 2 to the Tax Opinion.
     “Satisfactory Guidance” means either a ruling from the IRS or an Unqualified Opinion, in either case reasonably satisfactory to Cablevision in both form and substance.
     “Senior Notes” means the Senior Notes issued under the [Indenture].
     “Separate Return” means (a) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Cablevision Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the AMC Group, and (b) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the AMC Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Cablevision Group.
     “Straddle Period” means any taxable period beginning on or prior to, and ending after, the Distribution Date.
     “Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.
     “Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, employment, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, any liability attributable to any escheat, abandoned, or unclaimed property law, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing, together with any reasonable expenses, including attorneys’ fees, incurred in defending against any such Tax.
     “Tax Adjustment” has the meaning set forth in Section 4.6.
     “Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

7


 

     “Tax Benefit” means a reduction in the Tax liability of a taxpayer (or of the affiliated group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the affiliated group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.
     “Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose, potential or effect of redetermining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).
     “Tax Counsel” means Sullivan & Cromwell LLP.
     “Tax-Free Status” means the qualification of the Contribution and Distribution (a) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code and (b) as a transaction in which the stock and obligations distributed thereby are “qualified property” for purposes of Section 361(c) of the Code.
     “Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit or other attribute that may have the effect of increasing or decreasing any Tax.
     “Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.
     “Tax Opinion” means the opinion to be delivered by Tax Counsel to Cablevision in connection with the Distribution to the effect that (i) the Contribution and Distribution, taken together, will qualify as a reorganization under Section 368(a)(1)(D) of the Code, (ii) neither Cablevision nor AMC will recognize gain or loss upon the Contribution, (iii) Cablevision will not recognize gain or loss upon the Distribution under Section 361(c) of the Code except in respect of (a) deductions attributable to any obligations of [] redeemed in the Debt Exchange at a premium, (b) income attributable to any obligations of [] redeemed in the Debt Exchange at a discount, and (c) interest expense accrued in respect of any obligations of [], and (iv) shareholders of Cablevision will not recognize gain or loss upon the Distribution under Section 355(a) of the Code, and no amount will be included in such shareholders’ income, except in respect of cash received in lieu of fractional shares of AMC.
     “Tax Opinion Representations” means the representations made to Tax Counsel in connection with the Tax Opinion.
     “Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.
     “Tax Return” means any report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.
     “Tax Year” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.
     “Term Loan B” shall have the meaning set forth in the Credit Agreement.

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     “Transfer Taxes” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, gains, stamp, duties, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party hereto or any of its Affiliates in connection with the Distribution.
     “Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.
     “Unqualified Opinion” means an unqualified “will” opinion of an Expert Law Firm that permits reliance by Cablevision. For the avoidance of doubt, an Unqualified Opinion may be based on factual representations and assumptions that are reasonably satisfactory to Cablevision.
     SECTION 2. Allocation of Taxes and Tax-Related Losses.
     2.1 Allocation of Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:
     (a) Cablevision shall be liable for and shall be allocated (i) any Taxes attributable to members of the Cablevision Group for all periods, (ii) any Covered Income Taxes attributable to members of the AMC Group for a Pre-Distribution Period, and (iii) for the avoidance of doubt, any MSG Taxes.
     (b) AMC shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the AMC Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the AMC Group for any Post-Distribution Period.
     (c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the AMC Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the AMC Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
     2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement:
     (a) Any and all Deconsolidation Taxes shall be borne by Cablevision.
     (b) AMC shall indemnify and hold harmless each Cablevision Indemnified Party from and against any liability of Cablevision for Distribution Taxes to the extent such Distribution Taxes are attributable to an AMC Tainting Act, provided, however, that AMC shall have no obligation to indemnify any Cablevision Indemnified Party hereunder if there has occurred, prior to such AMC Tainting Act, a Cablevision Tainting Act.
     (c) Cablevision shall indemnify and hold harmless each AMC Indemnified Party from and against any liability of AMC for Distribution Taxes to the extent that AMC is not liable for such Taxes pursuant to Section 2.2(b).
     (d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to Cablevision.

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     2.3 Tax Payments. Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.
     SECTION 3. Preparation and Filing of Tax Returns.
     3.1 Combined Returns. Cablevision shall be responsible for preparing and filing (or causing to be prepared and filed) all Combined Returns for any Tax Year, provided, however, that AMC shall furnish any relevant information, including pro-forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the AMC Group necessary for completing any Combined Return for any Tax Year in a format suitable for inclusion in such return, and provided further, that AMC shall have the right to review and comment with respect to items on such returns if and to the extent such items directly relate to Taxes for which AMC would be liable under Section 2.1(b)(i), such comment not to be unreasonably rejected.
     3.2 Separate Returns.
     (a) Tax Returns to be Prepared by Cablevision. Cablevision shall be responsible for preparing and filing (or causing to be prepared and filed):
     (i) all Separate Returns which relate to one or more members of the Cablevision Group for any Tax Year, and
     (ii) all Separate Returns which relate to one or more members of the AMC Group for any Pre-Distribution Period or Straddle Period if such return is in respect of Covered Income Taxes, provided, however, that AMC shall furnish any relevant information, including pro-forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the AMC Group necessary for completing any Separate Return for any Pre-Distribution Period or Straddle Period in a format suitable for inclusion in such return, and provided further, that AMC shall have the right to review and comment with respect to items on such returns if and to the extent such items directly relate to a Tax for which AMC would be liable under Section 2.1(b)(i), such comment not to be unreasonably rejected.
     (b) Tax Returns to be Prepared by AMC. AMC shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the AMC Group and for which Cablevision is not responsible under Section 3.2(a), provided, however, that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, Cablevision shall have the right to review and comment on such returns, such comment not to be unreasonably rejected.
     3.3 Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), AMC irrevocably designates, and agrees to cause each AMC Affiliate so to designate, Cablevision as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Cablevision may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in Sections 3.1 and 3.2(a)(ii).
     3.4 Provision of Information.
     (a) Cablevision shall provide to AMC, and AMC shall provide to Cablevision, any information about members of the Cablevision Group or the AMC Group, respectively, that the Preparer reasonably requires to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Preparer is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.

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     (b) If a member of the AMC Group supplies information to a member of the Cablevision Group, or a member of the Cablevision Group supplies information to a member of the AMC Group, and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.
     3.5 Special Rules Relating to the Preparation of Tax Returns.
     (a) In General. All Tax Returns that include any members of the AMC Group or Cablevision Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Ruling Request, the Ruling, and the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations). Except as otherwise set forth in this Agreement, all Tax Returns for which Cablevision is responsible under Sections 3.1 and 3.2 shall be prepared (x) in accordance with elections, Tax accounting methods and other practices used with respect to such Tax Returns filed prior to the Distribution Date (unless such past practices are not permissible under applicable law), or (y) to the extent any items are not covered by past practices (or in the event such past practices are not permissible under applicable Tax Law), in a manner reasonably acceptable to both Parties; provided, however, that in each case of (x) and (y) to the extent that a change in such elections, methods or practices would not reasonably be expected to result in any adverse impact on AMC, such Tax Returns shall be prepared in accordance with reasonable practices selected by Cablevision.
     (b) Election to File Consolidated, Combined or Unitary Tax Returns. Cablevision shall have the sole discretion in electing to file any Tax Return on a consolidated, combined or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.
     3.6 Refunds, Credits or Offsets.
     (a) Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, Cablevision pursuant to this Agreement shall be for the account of Cablevision. Any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, AMC pursuant to this Agreement shall be for the account of AMC.
     (b) Cablevision shall forward to AMC, or reimburse AMC for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of AMC within 15 Business Days from receipt thereof by Cablevision or any of its Affiliates. AMC shall forward to Cablevision, or reimburse Cablevision for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Cablevision within 15 Business Days from receipt thereof by AMC or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 15 Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

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     3.7 Carrybacks. To the extent permitted under applicable Tax Laws, the AMC Group shall make the appropriate elections in respect of any Tax Returns to waive any option to carry back any net operating loss, any credits or any similar item from a Post-Distribution Period to any Pre-Distribution Period or to any Straddle Period. Any refund of or credit for Taxes resulting from any such carryback by a member of the AMC Group that cannot be waived shall be payable to AMC net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.
     3.8 Amended Returns. Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the AMC Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.
     3.9 Compensatory Equity Interests. Matters relating to Taxes and/or Tax Items with respect to Compensatory Equity Interests shall be governed by the Employee Matters Agreement.
     SECTION 4. Tax Payments.
     4.1 Payment of Taxes to Tax Authority. Cablevision shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2, and AMC shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2.
     4.2 Indemnification Payments.
     (a) Tax Payments Made by the Cablevision Group. If any member of the Cablevision Group is required to make a payment to a Tax Authority for Taxes allocated to AMC under this Agreement, AMC will pay the amount of Taxes allocated to it to Cablevision not later than the later of (i) five Business Days after receiving notification requesting such amount, and (ii) one Business Day prior to the date such payment is required to be made to such Tax Authority.
     (b) Tax Payments Made by the AMC Group. If any member of the AMC Group is required to make a payment to a Tax Authority for Taxes allocated to Cablevision under this Agreement, Cablevision will pay the amount of Taxes allocated to it to AMC not later than the later of (i) five Business Days after receiving notification requesting such amount, and (ii) one Business Day prior to the date such payment is required to be made to such Tax Authority.
     4.3 Interest on Late Payments. Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, not later than five Business Days after demand for payment is made (the “Due Date”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at the Interest Rate. Such interest will be payable at the same time as the payment to which it relates. Interest will be calculated on the basis of a year of 365 days and the actual number of days for which due.

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     4.4 Tax Consequences of Payments. For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. If the receipt or accrual of any indemnity payment under this Agreement causes, directly or indirectly, an increase in the taxable income of the recipient under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the recipient thereof shall have realized the same net amount it would have realized had the payment not resulted in taxable income. For the avoidance of doubt, any liability for Taxes due to an increase in taxable income described in the immediately preceding sentence shall be governed by this Section 4.4 and not by Section 2.2. To the extent that Taxes for which any Party hereto (the “Indemnifying Party”) is required to pay another Party pursuant to this Agreement may be deducted or credited in determining the amount of any other Taxes required to be paid by the Indemnified Party (for example, state Taxes which are permitted to be deducted in determining federal Taxes), the amount of any payment made to the Indemnified Party by the Indemnifying Party shall be decreased by taking into account any resulting reduction in other Taxes actually realized by the Indemnified Party. If such a reduction in Taxes of the Indemnified Party occurs following the payment made to the Indemnified Party with respect to the relevant indemnified Taxes, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized. If the Tax Benefit arising from the foregoing reduction of Taxes described in this Section 4.4 is subsequently decreased or eliminated, then the Indemnifying Party shall promptly pay the Indemnified Party the amount of the decrease in such Tax Benefit.
     4.5 Section 336(e) Election. In the event that Section 355(d) or 355(e) of the Code applies to the Distribution as a result of a Final Determination, and if the proposed Treasury Regulations under Section 336(e) of the Code and published at 73 Fed. Reg. 49965-81 (or similar Treasury Regulations) have been adopted as final, Cablevision agrees (if so requested by AMC in a written notice) to make an election (if Cablevision is legally able to do so) pursuant to such final Treasury Regulations to treat the Distribution as an asset sale for U.S. federal tax purposes, provided that AMC shall indemnify Cablevision for any cost to the Cablevision Group of making such an election (but it being understood that any such cost arising from Taxes shall be limited to Excess Taxes).
     4.6 Certain Final Determinations. If an adjustment (a “Tax Adjustment”) pursuant to a Final Determination in a Tax Contest initiated by a Tax Authority results in a Tax greater than the Tax shown on the relevant Tax Return for any Pre-Distribution Period, the Indemnified Party shall pay to the Indemnifying Party an amount equal to any Tax Benefit as and when actually realized by such Indemnified Party as a result of such Tax Adjustment. The Parties agree that if an Indemnified Party is required to make a payment to an Indemnifying Party pursuant to this Section 4.6, the Parties shall negotiate in good faith to set off the amount of such payment against any indemnity payments owed by the Indemnifying Party to the Indemnified Party, taking into account time value and similar concepts as appropriate.
     SECTION 5. Cooperation and Tax Contests.
     5.1 Cooperation. In addition to the obligations enumerated in Sections 3.4 and 5.4, Cablevision and AMC will cooperate (and cause their respective Subsidiaries and Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.
     5.2 Notices of Tax Contests. Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (i) Taxes for which it is or may be indemnified by such other Company hereunder or (ii) Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information

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(to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.
     5.3 Control of Tax Contests.
     (a) Controlling Party. Subject to the limitations set forth in Section 5.3(b), each Preparer (or the appropriate member of its Group) shall be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Section 3 of this Agreement (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a), that Cablevision shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Non-Preparer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.” Notwithstanding the immediately preceding sentence, if a Non-Preparer (x) acknowledges to the Preparer in writing its full liability under this Agreement to indemnify for any Tax, and (y) provides to the Preparer evidence (that is satisfactory to the Preparer as determined in the Preparer’s reasonable discretion) of the Non-Preparer’s financial readiness and capacity to make such indemnity payment, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Preparer shall be the Controlling Party (subject to Section 5.3(b)) and the Preparer shall be treated as the Non-Controlling Party.
     (b) Non-Controlling Party Participation Rights. With respect to a Tax Contest of any Tax Return that could result in a Tax liability that is allocated under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest and to provide comments and suggestions to the Controlling Party, such comments and suggestions not to be unreasonably rejected, (ii) the Controlling Party shall keep the Non-Controlling Party updated and informed, and shall consult with the Non-Controlling Party, (iii) the Controlling Party shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Controlling Party shall not settle or compromise such Tax Contest without the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld).
     5.4 Cooperation Regarding Tax Contests. The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Party shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. AMC shall assist Cablevision, and Cablevision shall assist AMC, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.
     SECTION 6. Tax Records.
     6.1 Retention of Tax Records. Each of Cablevision and AMC shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession, and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statute of limitations, as extended, and (y) seven years after the Distribution Date.

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     6.2 Access to Tax Records. AMC shall make available, and cause its Subsidiaries to make available, to members of the Cablevision Group for inspection and copying (x) all Tax Records in their possession that relate to a Pre-Distribution Period, and (y) the portion of any Tax Record in their possession that relates to a Post-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the Cablevision Group or any of their Affiliates or with respect to any Tax Contest with respect to such return. Cablevision shall make available, and cause its Subsidiaries to make available, to members of the AMC Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the AMC Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.
     6.3 Confidentiality. Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and shared by and among the Parties in carrying out the intent of this Agreement, except as may otherwise be necessary in connection with the filing of Tax Returns or any administrative or judicial proceedings relating to Taxes or unless disclosure is compelled by a governmental authority. Information and documents of one Party (the “Disclosing Party”) shall not be deemed to be confidential for purposes of this Section 6.3 to the extent that such information or document (i) is previously known to or in the possession of the other Party (the “Receiving Party”) and is not otherwise subject to a requirement to be kept confidential, (ii) becomes publicly available by means other than unauthorized disclosure under this Agreement by the Receiving Party or (iii) is received from a third party without, to the knowledge of the Receiving Party after reasonable diligence, a duty of confidentiality owed to the Disclosing Party.
     SECTION 7. Representations and Covenants.
     7.1 Covenants of Cablevision and AMC.
     (a) Cablevision hereby covenants that, to the fullest extent permissible under United States federal income and state Tax Laws, it will, and will cause the members of the Cablevision Group to, treat the Contribution and Distribution in accordance with the Tax-Free Status. AMC hereby covenants that, to the fullest extent permissible under United States federal income and state Tax Laws, it will, and will cause each Subsidiary of AMC to, treat the Contribution and Distribution in accordance with the Tax-Free Status.
     (b) Cablevision further covenants that, as of and following the date hereof, Cablevision shall not and shall cause the members of the Cablevision Group not to take any action that (or fail to take any action the omission of which) (i) would be inconsistent with the Contribution and Distribution qualifying, or would preclude the Contribution and Distribution from qualifying, for the Tax-Free Status, or (ii) would cause any holders of Cablevision Common Stock that receive stock of AMC in the Distribution to recognize gain or loss, or otherwise include any amount in income, as a result of the Contribution and/or the Distribution for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares).
     (c) AMC further covenants that, as of and following the date hereof, AMC shall not and shall cause its Subsidiaries not to take any action that (or fail to take any action the omission of which) (i) would be inconsistent with the Contribution and Distribution qualifying, or would preclude the Contribution and Distribution from qualifying, for the Tax-Free Status, or (ii) would cause any holders of Cablevision Common Stock that receive stock of AMC in the Distribution to recognize gain or loss, or otherwise include any amount in income, as a result of the Contribution and/or the Distribution for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares).
     7.2 Private Letter Ruling. Cablevision represents that it has provided AMC with a copy of the Ruling and the Ruling Request submitted on or prior to the Distribution Date, and agrees to provide AMC with copies of

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any additional documents submitted to the IRS relating to the Ruling Request and prepared after the Distribution Date prior to the submission of such documents to the IRS in connection with the Distribution.
     7.3 Covenants of AMC.
     (a) Without limiting the generality of the provisions of Section 7.1, AMC, on behalf of itself and its Subsidiaries, agrees and covenants that AMC and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in AMC’s ceasing to be engaged in the active conduct of the AMC Business with the result that AMC is not engaged in the active conduct of a trade or business within the meaning of Section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of AMC) any of AMC’s outstanding stock, other than (A) through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 or (B) as otherwise described in the Ruling Request (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of AMC that would affect the relative voting rights of separate classes of AMC’s stock or would convert one class of AMC’s stock into another class of its stock, (iv) liquidate (within the meaning of Section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate (within the meaning of Section 346 of the Code and the Treasury Regulations promulgated thereunder) AMC, (v) merge AMC with any other corporation (other than in a transaction that does not affect the relative shareholding of AMC shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of AMC and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the AMC Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of AMC representing a Fifty-Percent Equity Interest in AMC, other than a Permitted Acquisition.
     (b) Furthermore, AMC, on behalf of itself and its Subsidiaries, agrees and covenants that AMC and each of its Subsidiaries (i) will not directly or indirectly, pre-pay, pay down, redeem, retire or otherwise acquire, however effected, any of the Senior Notes or the Term Loan B other than in accordance with the description set forth in the Ruling and the Ruling Request, (ii) will not take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the Senior Notes or the Term Loan B, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the Senior Notes or the Term Loan B as “securities” within the meaning of Section 361(a) of the Code, and (iii) will comply with the terms of the [Indenture] and the Credit Agreement relating to the Senior Notes and the Term Loan B respectively.
     7.4 Covenants of Cablevision.
     (a) Without limiting the generality of the provisions of Section 7.1, Cablevision, on behalf of itself and each member of the Cablevision Group, agrees and covenants that Cablevision and each member of the Cablevision Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Cablevision’s ceasing to be engaged in the active conduct of the Cablevision Business with the result that Cablevision is not engaged in the active conduct of a trade or business within the meaning of Section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Cablevision) any of Cablevision’s outstanding stock, other than (A) through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696, or (B) as otherwise described in the Ruling Request (but it being understood, for the avoidance of doubt, that no

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agreement or covenant under this Section 7.4(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Cablevision that would affect the relative voting rights of separate classes of Cablevision’s stock or would convert one class of Cablevision’s stock into another class of its stock, (iv) liquidate (within the meaning of Section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate (within the meaning of Section 346 of the Code and the Treasury Regulations promulgated thereunder) Cablevision, (v) merge Cablevision with any other corporation (other than in a transaction that does not affect the relative shareholding of Cablevision shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Cablevision and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Cablevision Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of Cablevision representing a Fifty-Percent Equity Interest in Cablevision.
     (b) Nothing in this Section 7 shall be construed to give AMC or any Affiliates of AMC any right to remedies other than indemnification for any increase in the actual Tax liability (and/or decrease in Tax Benefit) of AMC or any Affiliate of AMC that results from Cablevision Group’s failure to comply with the covenants and representations in this Section 7.
     7.5 Exceptions.
     (a) Notwithstanding Section 7.3 above, AMC or any of its Subsidiaries may take a Restricted Action if Cablevision consents in writing to such Restricted Action, or if AMC provides Cablevision with Satisfactory Guidance concluding that such Restricted Action will not alter the Tax-Free Status of the Contribution and Distribution in respect of Cablevision and Cablevision’s shareholders.
     (b) AMC and each of its Subsidiaries agree that Cablevision and each Cablevision Affiliate are to have no liability for any Tax resulting from any Restricted Actions permitted pursuant to this Section 7.5 and, subject to Section 2.2, agree to indemnify and hold harmless each Cablevision Indemnified Party against any such Tax. AMC shall bear all costs incurred by it, and all reasonable costs incurred by Cablevision, in connection with requesting and/or obtaining any Satisfactory Guidance.
     7.6 Injunctive Relief. For the avoidance of doubt, Cablevision shall have the right to seek injunctive relief to prevent AMC or any of its Subsidiaries from taking any action that is not consistent with the covenants of the AMC or any of its Subsidiaries under Section 7.1 or 7.3.
     7.7 Further Assurances. For the avoidance of doubt, (i) neither Cablevision nor a member of the Cablevision Group shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of AMC or any of its Subsidiaries, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling, and (ii) neither AMC nor any of its Subsidiaries shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of Cablevision or a member of the Cablevision Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling.
     SECTION 8. General Provisions.

17


 

     8.1 Predecessors or Successors. Any reference to Cablevision, AMC, a Person, or a Subsidiary in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3) of Cablevision, AMC, such Person, or such Subsidiary, respectively, including within the meaning of Section 355(e)(4)(D) of the Code and the Treasury Regulations promulgated thereunder. For the avoidance of doubt, no member of the Cablevision Group shall be deemed to be a predecessor or successor of AMC and no member of the AMC Group shall be deemed to be a predecessor or successor of Cablevision.
     8.2 Construction. This Agreement shall constitute the entire agreement (except insofar and to the extent that it specifically and expressly references the Distribution Agreement and any other Ancillary Agreement) between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
     8.3 Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or any other Ancillary Agreement.
     8.4 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
     8.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To Cablevision:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714
Attention: General Counsel
To AMC:
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Attention: General Counsel
     8.6 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
     8.7 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that, subject to compliance with Section 7, if applicable, either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

18


 

     8.8 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
     8.9 Change in Law. Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.
     8.10 Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.
     8.11 Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Cablevision without the approval of AMC or the stockholders of Cablevision. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.
     8.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
     8.13 Third-Party Beneficiaries. Except with respect to Cablevision Indemnified Parties and AMC Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any AMC Indemnified Parties any rights or remedies against AMC hereunder, and this Agreement is not intended to confer upon any Cablevision Indemnified Parties any rights or remedies against Cablevision hereunder.
     8.14 Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
     8.15 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
     8.16 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
     8.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
     8.18 No Strict Construction; Interpretation.
     (a) Each of Cablevision and AMC acknowledges that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.

19


 

     (b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

20


 

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the respective officers as of the date set forth above.
             
    CABLEVISION SYSTEMS CORPORATION    
 
           
 
  By:        
 
  Name:  
 
   
 
  Title:      
 
           
    AMC NETWORKS INC.    
 
           
 
  By:        
 
  Name:  
 
   
 
  Title:      
[Signature Page to Tax Disaffiliation Agreement]

 

exv10w3
Exhibit 10.3
EMPLOYEE MATTERS AGREEMENT
by and between
CABLEVISION SYSTEMS CORPORATION
and
AMC NETWORKS INC.

 


 

TABLE OF CONTENTS
Page
         
ARTICLE I
DEFINITIONS
       
 
Section 1.1 Definitions
    1  
Section 1.2 General Interpretive Principles
    9  
 
ARTICLE II
GENERAL PRINCIPLES
       
 
Section 2.1 Assumption and Retention of Liabilities; Related Assets
    9  
Section 2.2 AMC Participation in CVC Plans
    10  
Section 2.3 Service Recognition
    11  
 
ARTICLE III
U.S. QUALIFIED DEFINED BENEFIT PLAN
       
 
Section 3.1 Cash Balance Pension Plan
    12  
Section 3.2 Treatment of Assets and Liabilities
    13  
Section 3.3 Separation from Service
    15  
 
ARTICLE IV
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS
       
 
Section 4.1 The AMC 401(k) Savings Plan
    15  
Section 4.2 Stock Investment Options
    16  
 
ARTICLE V
NONQUALIFIED PLANS
       
 
Section 5.1 Excess Cash Balance Pension Plan
    16  
Section 5.2 No Separation from Service
    16  
Section 5.3 Excess Savings Plan
    17  
Section 5.4 Excess Savings Plan Payment
    17  
Section 5.5 No Separation from Service
    17  
Section 5.6 Transferred Employees
    17  
 
ARTICLE VI
U.S. HEALTH AND WELFARE PLANS
       
 
Section 6.1 Health and Welfare Plans Maintained by CVC Prior to the Distribution Date.
    18  
Section 6.2 Flexible Spending Accounts Plan
    19  
Section 6.3 Legal Plan
    20  
Section 6.4 COBRA and HIPAA
    20  

-i-


 

         
Section 6.5 Liabilities
    20  
Section 6.6 Time-Off Benefits
    22  
Section 6.7 Severance Pay Plans
    22  
 
ARTICLE VII
EQUITY COMPENSATION
       
 
Section 7.1 Equity Compensation
    22  
Section 7.2 Forfeiture of CVC Restricted Stock
    22  
Section 7.3 Taxes and Withholding
    23  
Section 7.4 Cooperation
    26  
Section 7.5 SEC Registration
    26  
Section 7.6 Savings Clause
    26  
 
ARTICLE VIII
ADDITIONAL COMPENSATION AND BENEFITS MATTERS
       
 
Section 8.1 Cash Incentive Awards
    26  
Section 8.2 Individual Arrangements
    29  
Section 8.3 Non-Competition
    29  
Section 8.4 Director Programs
    30  
Section 8.5 Cable, Online and Voice Employee Benefits
    30  
Section 8.6 Sections 162(m)/409A
    30  
 
ARTICLE IX
INDEMNIFICATION
       
 
Section 9.1 Indemnification     30  
 
ARTICLE X
GENERAL AND ADMINISTRATIVE
       
 
Section 10.1 Sharing of Information
    30  
Section 10.2 Reasonable Efforts/Cooperation
    31  
Section 10.3 Non-Termination of Employment; No Third-Party Beneficiaries
    31  
Section 10.4 Consent of Third Parties
    32  
Section 10.5 Access to Employees
    32  
Section 10.6 Beneficiary Designation/Release of Information/Right to Reimbursement
    32  
Section 10.7 Not a Change in Control
    32  
 
ARTICLE XI
MISCELLANEOUS
       
 
Section 11.1 Effect If Distribution Does Not Occur
    32  
Section 11.2 Complete Agreement; Construction
    33  
Section 11.3 Counterparts
    33  
Section 11.4 Survival of Agreements
    33  

-ii-


 

         
Section 11.5 Notices
    33  
Section 11.6 Waivers
    33  
Section 11.7 Amendments
    33  
Section 11.8 Assignment
    33  
Section 11.9 Third-Party Beneficiaries
    34  
Section 11.10 Successors and Assigns
    34  
Section 11.11 Subsidiaries
    34  
Section 11.12 Title and Headings
    34  
Section 11.13 Governing Law
    34  
Section 11.14 Waiver of Jury Trial
    34  
Section 11.15 Specific Performance
    34  
Section 11.16 Severability
    35  

-iii-


 

     
Exhibits    
Exhibit A
  CVC Health & Welfare Plans

-iv-


 

EMPLOYEE MATTERS AGREEMENT
     THIS EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of June _______, 2011, is by and between Cablevision Systems Corporation, a Delaware corporation (“CVC”), and AMC Networks Inc., a Delaware corporation and an indirect subsidiary of CVC (“AMC,” and, together with CVC, each, a “Party” and collectively, the “Parties”).
RECITALS
     WHEREAS, the Board of Directors of CVC has determined that it is in the best interests of CVC to separate the AMC Business and the CVC Business (each as defined herein) into two independent public companies, on the terms and subject to the conditions set forth in the Distribution Agreement (as defined below);
     WHEREAS, in order to effectuate the foregoing, CVC and AMC have entered into a Distribution Agreement, dated as of [_______, 2011], (the “Distribution Agreement”), pursuant to which and subject to the terms and conditions set forth therein, the AMC Business shall be separated from the CVC Business, and all of the issued and outstanding Class A Common Stock, par value $0.01 per share, of AMC and Class B Common Stock, par value $0.01 per share, of AMC (collectively, the “AMC Common Stock”) beneficially owned by CVC shall be distributed (the “Distribution”) on a pro rata basis to the holders of the issued and outstanding Class A Common Stock, par value $0.01 per share, of CVC and Class B Common Stock, par value $0.01 per share, of CVC (collectively, the “CVC Common Stock”); and
     WHEREAS, CVC and AMC have agreed to enter into this Agreement for the purposes of allocating Assets and Liabilities (each as defined herein) and setting forth certain responsibilities of each with respect to certain employee compensation and benefit plans, programs and arrangements, and certain employment matters between and among them.
     NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
     Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
     “Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.
     “Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits hereto, and all amendments made hereto from time to time.

 


 

     “AMC” shall have the meaning ascribed thereto in the preamble to this Agreement.
     “AMC 401(k) Savings Plan” shall have the meaning ascribed thereto in Section 4.1(a) of this Agreement.
     “AMC Allocation” means the amount of assets of the CVC Cash Balance Pension Plan Trust allocated to AMC as of January 1, 2011 as determined in accordance with Section 3.2(b), for the purpose of calculating AMC’s payment to CVC for the unfunded account balances of AMC’s participants in the CVC Cash Balance Pension Plan.
     “AMC Actuary” means such actuarial firm as AMC may engage.
     “AMC Business” means all businesses and operations conducted by the AMC Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the AMC Group as more fully described in the AMC Information Statement and excluding the CVC Business.
     “AMC CIP” shall have the meaning ascribed thereto in Section 8.1(e)(i) of this Agreement.
     “AMC Common Stock” shall have the meaning ascribed thereto in the recitals to this Agreement.
     “AMC Dividend Shares” means shares of AMC Class A Common Stock issued as a dividend to the beneficial owners of CVC Restricted Stock in connection with the Distribution and subject to the same conditions and restrictions as the underlying CVC Restricted Stock.
     “AMC Employee” means any individual who, immediately following the Distribution Date, will be employed by AMC or any member of the AMC Group in a capacity considered by AMC to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
     “AMC Excess Savings Plan” shall have the meaning ascribed thereto in Section 5.3(a) of this Agreement.
     “AMC Flexible Spending Accounts Plan” shall have the meaning ascribed thereto in Section 6.2 of this Agreement.
     “AMC Group” means, as of the Distribution Date, AMC and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The AMC Group shall not include any member of the CVC Group.

-2-


 

     “AMC Health & Welfare Plans” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.
     “AMC Information Statement” means the definitive information statement distributed to holders of CVC Common Stock in connection with the Distribution and filed with the SEC as Exhibit 99.1 to the Registration Statement or as an exhibit to a Form 8-K of AMC.
     “AMC Liabilities” means all Liabilities assumed or retained by any member of the AMC Group pursuant to this Agreement.
     “AMC Option” means an option to buy AMC Class A Common Stock granted pursuant to an AMC Share Plan and granted in connection with the Distribution.
     “AMC Participant” means any individual who, immediately following the Distribution Date, is an AMC Employee, a Former AMC Employee or a beneficiary, dependent, an alternate payee or surviving spouse of any of the foregoing.
     “AMC Plan” means any Plan sponsored, maintained or contributed to by any member of the AMC Group (other than any CVC Plan), including the AMC 401(k) Savings Plan, AMC Excess Savings Plan, AMC Share Plans, AMC Flexible Spending Accounts Plan and AMC Health & Welfare Plans.
     “AMC Retirement Plans” means, collectively, the AMC 401(k) Savings Plan and AMC Excess Savings Plan.
     “AMC SAR” means a stock appreciation right with respect to AMC Class A Common Stock granted pursuant to a AMC Share Plan in connection with the Distribution.
     “AMC Share Plan” means the AMC Employee Stock Plan, AMC Stock Plan For Non-Employee Directors and any stock plan or stock incentive arrangement, including equity award agreements, entered into by AMC in connection with the Distribution.
     “AMC Stock Investment Option” means the unitized stock fund investment option to be offered under the Cablevision 401(k) Savings Plan, with a value based on the value of AMC Class A Common Stock and the cash liquidity component, subject to the limitations set forth in Section 4.2(b).
     “AMC Transferee Employee” means any individual who transfers employment from CVC or any member of the CVC Group to AMC or any member of the AMC Group: (i) prior to the Distribution Date, if such transfer is made in contemplation of the Distribution; or (ii) after the Distribution Date.
     “Asset” means any right, property or asset, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

-3-


 

     “COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA.
     “Code” means the U.S. Internal Revenue Code of 1986, as amended.
     “Control” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise.
     “CVC” shall have the meaning ascribed thereto in the preamble to this Agreement.
     “CVC 401(k) Savings Plan” means the qualified defined contribution plan maintained by CVC and intended to satisfy the qualification requirements and other applicable provisions of the Code as well as the requirements of ERISA and all applicable subsequent legislation.
     “CVC Actuary” means the actuary regularly engaged by CVC for the purposes of providing actuarial services relative to the CVC Cash Balance Pension Plan.
     “CVC Allocation” means the amount of assets of the CVC Cash Balance Pension Plan Trust allocated to CVC as of January 1, 2011, as determined in accordance with Section 3.2(b) for the purpose of calculating AMC’s payment to CVC for the unfunded account balances of AMC’s participants in the CVC Cash Balance Pension Plan.
     “CVC Business” means all businesses and operations conducted by the CVC Group from time to time, whether prior to, at or after the Distribution Date, other than the AMC Business.
     “CVC Cash Balance Pension Plan” means the qualified defined benefit pension plan maintained by CVC and intended to satisfy the qualification requirements and other applicable provisions of the Code as well as the requirements of ERISA and all applicable subsequent legislation.
     “CVC Cash Balance Pension Plan Trust” means the trust maintained to pay benefits under the CVC Cash Balance Pension Plan.
     “CVC CIP” shall have the meaning ascribed thereto in Section 8.1(d)(i) of this Agreement.
     “CVC Common Stock” shall have the meaning ascribed thereto in the recitals to this Agreement.
     “CVC Director” means any individual who is a current or former director of CVC or any of its subsidiaries as of the Distribution Date.
     “CVC Employee” means any individual who, immediately following the Distribution Date, will be employed by CVC or any member of the CVC Group in a capacity considered by CVC to be common law employment, including active employees and employees on vacation

-4-


 

and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
     “CVC Excess Cash Balance Plan” means the non-qualified deferred compensation plan maintained by CVC for the purpose of permitting certain persons who participate in the CVC Cash Balance Pension Plan to receive benefits in excess of the limitations on benefits imposed by the Code.”
     “CVC Excess Savings Plan” means the non-qualified deferred compensation plan maintained by CVC for the purpose of permitting certain persons who participate in the CVC 401(k) Savings Plan to receive contributions equal to amounts in excess of the limitations on contributions imposed on defined contribution plans by the Code.
     “CVC Flexible Spending Accounts Plan” shall have the meaning ascribed thereto in Section 6.2 of this Agreement.
     “CVC Group” means, as of the Distribution Date, CVC and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The CVC Group shall not include any member of the AMC Group.
     “CVC Health & Welfare Plans” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.
     “CVC Liabilities” means all Liabilities assumed or retained by any member of the CVC Group pursuant to this Agreement.
     “CVC Long-Term Incentive Plan” means the Cablevision Long-Term Incentive Plan.
     “CVC Option” means an option to buy Cablevision Class A Common Stock granted pursuant to a CVC Share Plan (as adjusted for the Distribution) and outstanding as of the Distribution Date.
     “CVC Participant” means any individual who, immediately following the Distribution Date, is a CVC Employee, a Former CVC Employee or a CVC Director or a beneficiary, dependent, alternate payee or surviving spouse of any of the foregoing.
     “CVC Plan” means any Plan sponsored, maintained or contributed to by CVC or any of its Subsidiaries, including the Cablevision Cash Balance Pension Plan, Cablevision Excess Cash Balance Plan, Cablevision 401(k) Savings Plan, Cablevision Excess Savings Plan, CVC Share Plans, CVC Flexible Spending Accounts Plan, and CVC Health & Welfare Plans.
     “CVC Restricted Stock” means unvested restricted shares of Cablevision Class A Common Stock granted pursuant to a CVC Share Plan and outstanding as of the Distribution Date.

-5-


 

     “CVC Restricted Stock Agreement” means an agreement by and between CVC and a CVC Employee or an AMC Employee with respect to the grant of CVC Restricted Stock to such CVC Employee or AMC Employee.
     “CVC Retirement Plans” means, collectively, the CVC Cash Balance Pension Plan, CVC 401(k) Savings Plan, CVC Excess Cash Balance Plan and CVC Excess Savings Plan.
     “CVC RSU” means a restricted stock unit representing an unfunded and unsecured promise to deliver a share of CVC Class A Common Stock, or cash or other property equal in value to the share of CVC Class A Common Stock, that is granted pursuant to a CVC Share Plan and outstanding as of the Distribution Date.
     “CVC SAR” means a stock appreciation right with respect to CVC Class A Common Stock granted pursuant to a CVC Share Plan (as adjusted for the Distribution) and outstanding as of the Distribution Date.
     “CVC Share Plans” means, collectively, any stock option or stock incentive compensation plan or arrangement, including equity award agreements, maintained before the Distribution Date for employees, officers or non-employee directors of CVC or its Subsidiaries, as amended.
     “CVC Stock Investment Option” means the unitized stock fund investment option offered under the CVC 401(k) Savings Plan, with a value based on the value of CVC Common Stock and the cash liquidity component.
     “CVC Transferee Employee” means any individual who transfers employment from AMC or any member of the AMC Group to CVC or any member of the CVC Group: (i) prior to the Distribution Date, if such transfer is in contemplation of the Distribution; or (ii) after the Distribution Date.
     “Distribution” shall have the meaning ascribed thereto in the recitals to this Agreement, as the same is further described in the Distribution Agreement.
     “Distribution Agreement” shall have the meaning ascribed thereto in the recitals to this Agreement.
     “Distribution Date” shall have the meaning ascribed thereto in the Distribution Agreement.
     “DOL” means the U.S. Department of Labor.
     “Effective Date” shall have the meaning ascribed thereto in Section 6.1(a) of this Agreement.
     “Equity Compensation” means, collectively, the CVC Options, CVC Restricted Stock, CVC SARs, CVC RSUs, AMC Options, AMC SARs and AMC Dividend Shares.

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     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
     “First Anniversary” shall have the meaning ascribed thereto in Section 2.3(b)(i) of this Agreement.
     “Former AMC Employee” means any former employee of any member of the AMC Group. Any individual who is an employee of any member of the CVC Group on the Distribution Date or a Former CVC Employee shall not be a Former AMC Employee.
     “Former CVC Employee” means any former employee of any member of the CVC Group. Any individual who is an employee of any member of the AMC Group on the Distribution Date or a Former AMC Employee shall not be a Former CVC Employee. For the avoidance of doubt, any employee or former employee of Madison Square Garden, Inc. or any of its Subsidiaries shall be considered a Former CVC Employee for all purposes of this Agreement.
     “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE, NASDAQ or other regulatory, administrative or governmental authority.
     “Group” means the AMC Group and/or the CVC Group, as the context requires.
     “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.
     “Information” shall mean all information, whether in written, oral, electronic or other tangible or intangible form, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.
     “IRS” means the U.S. Internal Revenue Service.
     “Law” means all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the U.S., any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
     “Liabilities” means all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a

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Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third-party administrators and costs related thereto or to the investigation or defense thereof.
     “Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.
     “Minimum Standards” means Section 414(l) of the Code, including such provisions of ERISA as may be incorporated by reference therein, and regulations and other administrative guidance promulgated under Section 414(l) of the Code and provisions of ERISA incorporated therein.
     “NASDAQ” means The Nasdaq Stock Market, Inc.
     “NYSE” means the New York Stock Exchange, Inc.
     “Participating Company” means CVC and any Person (other than a natural person) participating in a CVC Plan.
     “Party” and “Parties” shall have the meanings ascribed thereto in the preamble to this Agreement.
     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
     “Person” means any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or governmental, or any agency or political subdivision thereof.
     “Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), entered into, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute).
     “Subsidiary” has the same meaning as provided in the Distribution Agreement.
     “Transition Period” means, with respect to each CVC Plan in which any AMC Group member is a Participating Company, the period of time beginning on the Distribution Date and ending on the calendar day prior to the date AMC establishes a corresponding Plan and allows participation in such Plan.

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     “Transition Period End Date” means December 31, 2011, except with respect to the CVC 401(k) Savings Plan and the CVC Excess Savings Plan, with respect to which the “Transition Period End Date” shall mean April 30, 2012, in each case as such date may be extended pursuant to Section 2.2 (a) herein.
     “U.S.” means the United States of America.
     Section 1.2 General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.
ARTICLE II
GENERAL PRINCIPLES
     Section 2.1 Assumption and Retention of Liabilities; Related Assets.
     (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, CVC shall, or shall cause one or more members of the CVC Group to, assume or retain and CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all CVC Plans (provided that, as between CVC and AMC, AMC shall be responsible for certain of such Liabilities as set forth in Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all CVC Participants and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the CVC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the CVC Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the CVC Group, and (iii) any other Liabilities expressly assumed by or retained by CVC or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the CVC Group as provided for in this Section 2.1(a) are intended to be CVC Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the CVC Group include the retirement benefits and health and welfare plan benefits under the CVC Plans for all CVC Participants.
     (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, AMC shall, or shall cause one or more members of the AMC Group to, assume or

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retain and AMC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all AMC Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all AMC Participants and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the AMC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the AMC Group), and (iii) any other Liabilities expressly assumed or retained by AMC or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the AMC Group as provided for in this Section 2.1(b) are intended to be AMC Liabilities as such term is defined in the Distribution Agreement.
     (c) For all purposes hereof (including without limitation Sections 2.1(a) and 2.1(b): (i) CVC Transferee Employees who transfer to CVC after the Distribution Date shall be deemed to be AMC Participants for all dates prior to the date of transfer and CVC Participants for all dates on or after the date of transfer; and (ii) AMC Transferee Employees who transfer to AMC after the Distribution Date shall be deemed to be CVC Participants for all dates prior to the date of transfer and AMC Participants for all dates on or after the date of transfer.
     (d) From time to time after the Distribution, AMC shall promptly reimburse CVC, upon CVC’s presentation of such substantiating documentation as AMC shall reasonably request, for the cost of any Liabilities satisfied by CVC or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of AMC or any of its Subsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice.
     (e) From time to time after the Distribution, CVC shall promptly reimburse AMC, upon AMC’s presentation of such substantiating documentation as CVC shall reasonably request, for the cost of any Liabilities satisfied by AMC or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of CVC or any of its Subsidiaries.
     Section 2.2 AMC Participation in CVC Plans.
     (a) During the Transition Period. Except for the CVC Plans described in Articles III, VII and VIII herein, until the Transition Period End Date, AMC and each member of the AMC Group that presently participates in a particular CVC Plan may continue to be a Participating Company in such CVC Plan, and CVC and AMC shall take all necessary action to effectuate each such continuation. AMC and each member of the AMC Group shall pay CVC for any AMC Employee or Former AMC Employee’s participation in the CVC Plans. Any such payment shall be calculated in a manner consistent with past practice. The Transition Period with respect to any CVC Plan may be extended if requested by AMC on written notice delivered at least 90 days prior to the Transition Period End Date and consented to by CVC, such consent not to be unreasonably withheld.
     (b) After the Transition Period. Except as otherwise expressly provided for in this Agreement, effective as of the Transition Period End Date, AMC and each member of the AMC

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Group shall cease to be a Participating Company in the corresponding CVC Plan, and CVC and AMC shall take all necessary action to effectuate each such cessation.
     Section 2.3 Service Recognition.
     (a) Pre-Distribution Service Credit. AMC shall give each AMC Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any AMC Plan for such AMC Participant’s service with any member of the CVC Group prior to the Distribution Date to the same extent such service was recognized by the corresponding CVC Plans immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits.
     (b) Post-Distribution Service Crediting for the CVC Retirement Plans and AMC Retirement Plans. Each of CVC and AMC (acting directly or through their respective Subsidiaries) shall cause each of the CVC Retirement Plans and the AMC Retirement Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:
     (i) If a CVC Employee who participates in, or is eligible to participate but as of the one-year anniversary of the Distribution Date (the “First Anniversary”) is not participating in, any of the CVC Retirement Plans becomes an AMC Transferee Employee on or after the Distribution Date, but on or before the First Anniversary, and such CVC Employee has been continuously employed by the CVC Group from the Distribution Date through the date such CVC Employee becomes an AMC Transferee Employee, then such CVC Employee’s service with the CVC Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding AMC Retirement Plans, in each case to the same extent as such CVC Employee’s service with the CVC Group was recognized under the corresponding CVC Retirement Plans; provided, however, that if at the time of such transfer the Transition Period with respect to any such AMC Retirement Plan has not yet ended in accordance with the terms hereof, then such AMC Transferee Employee shall continue to participate, or be eligible to participate, in the corresponding CVC Retirement Plan until the end of such Transition Period and the foregoing provisions of this Section 2.3(b)(i) shall be applicable at the time of effectiveness of the applicable AMC Retirement Plan.
     (ii) If an AMC Employee who participates in, or is eligible to participate but as of the First Anniversary is not participating in any of the AMC Retirement Plans becomes a CVC Transferee Employee on or after the Distribution Date but on or before the First Anniversary and such AMC Employee is continuously employed by the AMC Group from the Distribution Date through the date such AMC Employee becomes a CVC Transferee Employee, then such AMC Employee’s service with the AMC Group following the Distribution Date shall be recognized for purposes of eligibility, vesting and level of benefits under the corresponding CVC Retirement Plans, in each case to the

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same extent as such AMC Employee’s service with the AMC Group was recognized under the corresponding AMC Retirement Plans.
     (iii) Notwithstanding anything in this Agreement to the contrary, the employment service with the CVC Group or the AMC Group shall not be double counted or result in duplicative benefits or service crediting under any CVC or AMC Retirement Plan.
     (c) Post-Distribution Service Crediting for the CVC and AMC Health & Welfare Plans.
     (i) If a CVC Employee who participates in any of the CVC Health & Welfare Plans becomes an AMC Transferee Employee on or after the Distribution Date, but on or before the First Anniversary, and such CVC Employee has been continuously employed by the CVC Group from the Distribution Date through the date such CVC Employee becomes an AMC Transferee Employee, then such CVC Employee’s service with the CVC Group following the Distribution Date shall be recognized for purposes of eligibility under the corresponding AMC Health & Welfare Plans, in each case to the same extent as such CVC Employee’s service with the CVC Group was recognized under the corresponding CVC Health & Welfare Plan; provided, however, that if at the time of such transfer the Transition Period with respect to any such AMC Health & Welfare Plan has not yet ended in accordance with the terms hereof, then such AMC Transferee Employee shall continue to participate in the corresponding CVC Health & Welfare Plan until the end of such Transition Period and the foregoing provisions of this Section 2.3(c)(i) shall be applicable at the time of effectiveness of the applicable Health & Welfare Plan.
     (ii) If an AMC Employee who participates in any of the AMC Health & Welfare Plans becomes a CVC Transferee Employee on or after the Distribution Date, but on or before the First Anniversary, and such AMC Employee has been continuously employed by the AMC Group from the Distribution Date through the date such AMC Employee becomes a CVC Transferee Employee, then such AMC Employee’s service with the AMC Group following the Distribution Date shall be recognized for purposes of eligibility under the corresponding CVC Health & Welfare Plans, in each case to the same extent as such AMC Employee’s service with the AMC Group was recognized under the corresponding AMC Health & Welfare Plans.
ARTICLE III
U.S. QUALIFIED DEFINED BENEFIT PLAN
     Section 3.1 Cash Balance Pension Plan.
     (a) Effective as of the later of the Distribution Date or June 20, 2011, AMC Participants will cease to accrue further benefits under the CVC Cash Balance Pension Plan, and CVC and AMC shall take all necessary action to effectuate such cessation.

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     (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, CVC shall, or shall cause one or more members of the CVC Group to, assume or retain and CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full all Liabilities under the CVC Cash Balance Pension Plan. AMC shall pay to CVC an amount in respect of the unfunded liability attributable to AMC Participants in the CVC Cash Balance Pension Plan as provided in Section 3.2(e).
     Section 3.2 Treatment of Assets and Liabilities
     (a) Valuation of AMC Accrued Benefit Obligation.
     (i) The CVC Actuary shall determine the following:
     (A) The total accrued benefit obligation as of January 1, 2011 of the CVC Cash Balance Pension Plan taking into account all participants; and
     (B) The total accrued benefit obligation as of January 1, 2011, of the CVC Cash Balance Pension Plan taking into account only the AMC Participants.
          The accrued benefits determined in accordance with this Section 3.2(a) shall be allocated to the priority categories established under Section 4044 of ERISA, in accordance with the requirements of Section 414(l) of the Code and the regulations thereunder. The actuarial assumptions and methods used to determine the accrued benefit obligations described in subparagraphs (i)(A) and (i)(B) above shall be those described in ERISA Section 4044 and the regulations thereunder. Specifically, PBGC assumptions as of January 1, 2011, as described in Reg. §1.414(l)-1(b)(5)(ii) shall be used.
     (ii) The accrued benefit obligations described in subparagraphs (i)(A) and (i)(B) above shall be determined using the same data used to determine the funding target, within the meaning of Section 430(d)(1) of the Code and the regulations thereunder, as of January 1, 2011.
     (iii) Upon completion, the CVC Actuary’s determinations shall be presented for review and acceptance pursuant to and in accordance with Section 3.2(c) below.
     (b) Allocation of Assets.
          (i) The CVC Actuary shall determine:
          (A) The AMC Allocation, which shall be determined taking into account only the CVC Cash Balance Pension Plan Liability of AMC Participants; and
          (B) The CVC Allocation, which shall be determined taking into account only the CVC Cash Balance Pension Plan Liability of all participants other than AMC Participants.

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     (ii) In making the foregoing determinations, the CVC Actuary shall apply the Minimum Standards, so that the AMC Allocation and the CVC Allocation shall each comply with the regulations under Section 414(l) of the Code, and the AMC Allocation shall not exceed the amount required to comply with the Minimum Standards.
     (c) Final Asset Calculation.
     (i) The AMC Allocation as determined in Section 3.2(b) above shall be adjusted as follows:
     (A) Increased or decreased to reflect a proportional amount of investment gains or losses from January 1, 2011 to the last day of the month of the Distribution Date; and
     (B) Decreased by the full amount of benefits paid to or in connection with AMC Participants by the CVC Cash Balance Pension Plan during the period from January 1, 2011 to the last day of the month of the Distribution Date; and
     (C) Increased by the vested account balances for employees who transfer from CVC to AMC during the period from January 1, 2011 to the last day of the month of the Distribution Date;
     (D) Decreased by the vested account balances for employees who transfer from AMC to CVC during the period from January 1, 2011 to the last day of the month of the Distribution Date; and
     (E) Decreased by the amount of any administrative expenses paid or accrued by the CVC Cash Balance Pension Plan Trust on behalf of AMC Participants during the period from January 1, 2011 to the last day of the month of the Distribution Date.
     (d) Review Procedure.
     (i) The CVC Actuary shall provide its final determinations under Section 3.2(a), (b) and (c) as soon as practicable after the Distribution Date in writing to CVC, AMC and the AMC Actuary. Unless otherwise mutually agreed by CVC and AMC, AMC and the AMC Actuary shall have a period of 90 days from the date of delivery of the CVC Actuary’s final determinations to review such determinations, and, during such time, CVC and the CVC Actuary shall make available such additional related information and analysis as AMC may reasonably request.
     (ii) If AMC does not object to the CVC Actuary’s final determinations under Section 3.2 (a), (b) and (c) above within 90 days of provision of such determinations, then the valuation of Liabilities and allocation of assets shall be final and binding upon the parties.
  (iii)   If AMC objects, in whole or in part, to any or all of the CVC Actuary’s final determinations under Section 3.2 (a), (b) and (c) above, CVC and AMC shall engage in good-faith negotiations to resolve the objection or objections. If any objections cannot be resolved, the parties shall cooperate to hire an independent actuary who will make a final determination on the objections presented. The fees and expenses of the independent actuary shall be borne equally between the parties.

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     (e) AMC Payment to CVC. Upon agreement of all calculations, pursuant to Section 3.2(d) above, between CVC and AMC, AMC will promptly provide payment to CVC of an amount equal to:
     (i) The total CVC Cash Balance Pension Plan account balances for AMC Participants determined as of the last day of the month of the Distribution Date, minus
     (ii) AMC Allocation of Assets as of the last day of the month of the Distribution Date as determined in accordance with Sections 3.2(c), minus
     (iii) Any payments AMC remits or has an obligation to remit to CVC for AMC’s participation during 2011 in the CVC Cash Balance Pension Plan.
     Section 3.3 Separation from Service. The transactions provided for under the Distribution Agreement shall constitute a separation from service or a termination of employment for AMC Participants under the CVC Cash Balance Pension Plan and CVC shall provide that distribution of retirement benefits shall be made to any AMC Employee who requests such distribution on account of these transactions.
ARTICLE IV
U.S. QUALIFIED DEFINED CONTRIBUTION PLANS
     Section 4.1 The AMC 401(k) Savings Plan.
     (a) Establishment of the AMC 401(k) Savings Plan. Effective as of the day following the Transition Period End Date for the CVC 401(k) Savings Plan, AMC shall establish a defined contribution plan and trust for the benefit of AMC Participants (the “AMC 401(k) Savings Plan”) who immediately prior to the day following such Transition Period End Date were participants in, or entitled to, future benefits under the CVC 401(k) Savings Plan. AMC shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the AMC 401(k) Savings Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. Notwithstanding the above, until the Transition Period End Date, all benefits payable to AMC Participants shall be paid from the CVC 401(k) Savings Plan and AMC will continue to withhold AMC Employee contributions, and fund matching contributions for AMC Employees and pay CVC the administrative and other expenses for the payment of such benefits. Any such payments shall be calculated in a manner consistent with past practice.
     (b) Transfer of CVC 401(k) Savings Plan Assets. As soon as reasonably practicable following the Transition Period End Date, (i) CVC shall cause the accounts (including any outstanding loan balances and forfeitures) in the CVC 401(k) Savings Plan attributable to AMC Participants and all of the Assets in the CVC 401(k) Savings Plan related thereto to be transferred to the AMC 401(k) Savings Plan, and (ii) AMC shall cause the AMC 401(k) Savings Plan to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge all Liabilities of the CVC 401(k) Savings Plan relating to the accounts of AMC Participants as of the day following such

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Transition Period End Date. The transfer of Assets shall be conducted in accordance with Sections 414(l) of the Code and the regulations thereunder.
     (c) Continuation of Elections. As of the effective date of the AMC 401(k) Savings Plan, AMC (acting directly or through its Subsidiaries) shall cause the AMC 401(k) Savings Plan to recognize and maintain all elections, including deferral and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to AMC Participants under the CVC 401(k) Savings Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation was made under the CVC 401(k) Savings Plan.
     Section 4.2 Stock Investment Options.
     (a) No deferrals, employee contributions, employer contributions or exchanges into the CVC Stock Investment Option shall be permitted to be made by AMC Participants following the Distribution Date.
     (b) The CVC 401(k) Savings Plan will be amended as of the Distribution Date to: (i) create an AMC Stock Investment Option; (ii) enable the AMC Stock Investment Option to receive shares of AMC Class A Common Stock to be distributed in the Distribution on behalf of CVC 401(k) Savings Plan participants; and (iii) provide that, following the Distribution, no new amounts may be contributed to an AMC Stock Investment Option, whether through employee contributions, employer contributions or exchanges.
ARTICLE V
NONQUALIFIED PLANS
     Section 5.1 Excess Cash Balance Pension Plan.
     (a) Effective as of the Distribution Date, AMC Participants will cease participation in the CVC Excess Cash Balance Plan, and CVC and AMC shall take all necessary action to effectuate such cessation.
     (b) As of the Distribution Date, AMC shall assume the Liabilities of the CVC Excess Cash Balance Plan relating to AMC Participants. Such Liabilities relating to AMC Participants will be transferred to the CVC Excess Savings Plan and assumed by AMC as of the Distribution Date. CVC will pay to AMC, as soon as practicable after the Distribution Date, an amount equal to CVC’s good faith estimate of the amount paid by AMC to CVC for the pension expense accrued under the CVC Excess Cash Balance Plan (less payments made directly to former participants) during the period from January 1, 2001 through the Distribution Date.
     Section 5.2 No Separation from Service. The transactions provided for under the Distribution Agreement shall not constitute a separation from service or a termination of employment under the CVC Excess Cash Balance Plan and no distribution of retirement benefits shall be made to any AMC Employee on account of these transactions.

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     Section 5.3 Excess Savings Plan.
     (a) Establishment of the AMC Excess Savings Plan. Effective as of the day following the Transition Period End Date for the CVC Excess Savings Plan, AMC shall establish a defined contribution plan for the benefit of AMC Participants (the “AMC Excess Savings Plan”) who immediately prior to the day following such Transition Period End Date were participants in, or entitled to, future benefits under the CVC Excess Savings Plan. Until the Transition Period End Date, AMC will withhold AMC Employee contributions, track matching contributions for AMC Employees and AMC will pay CVC the administrative and other expenses for the payment of such benefits. Any such payment shall be calculated in a manner consistent with past practice.
     (b) Transfer of CVC Excess Savings Plan Accounts. As soon as reasonably practicable following the Transition Period End Date, CVC shall cause the accounts in the CVC Excess Savings Plan (including, without limitation, the amounts transferred to the CVC Excess Savings Plan pursuant to Section 5.1(b) hereof) attributable to AMC Participants to be transferred to the AMC Excess Savings Plan and AMC shall cause the AMC Excess Savings Plan to accept such transfer of accounts and to assume and to fully perform, pay and discharge all Liabilities of the CVC Excess Savings Plan relating to the accounts of AMC Participants as of the day following such Transition Period End Date.
     (c) Continuation of Elections. As of the effective date of the AMC Excess Savings Plan, AMC (acting directly or through its Subsidiaries) shall cause the AMC Excess Savings Plan to recognize and maintain all elections, including deferral elections and beneficiary designations with respect to AMC Participants under the CVC Excess Savings Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation was made under the AMC Excess Savings Plan.
     Section 5.4 Excess Savings Plan Payment. The Parties agree that, as soon as practicable after the Distribution Date, CVC will pay to AMC the total of the account balances of all AMC Participants in the CVC Excess Savings Plan as of the Distribution Date, excluding the balances associated with any amounts transferred from the CVC Excess Pension Plan in accordance with Section 5.1(b) above.
     Section 5.5 No Separation from Service. The transactions provided for under the Distribution Agreement shall not constitute a separation from service or a termination of employment under the CVC Excess Savings Plan or the AMC Excess Savings Plan and shall provide that no distribution of retirement benefits shall be made to any AMC Employee on account of these transactions.
     Section 5.6 Transferred Employees. Individuals who become AMC Transferee Employees between the Distribution Date and the First Anniversary will not be eligible for an immediate distribution of their account balance from the CVC Excess Pension Plan or the CVC Excess Savings Plan. Any such account balance in the CVC Excess Pension Plan and/or CVC Excess Savings Plan relating to AMC Participants shall be transferred to the CVC Excess

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Savings Plan or, if subsequent to the Transition Period End Date, the AMC Excess Savings Plan. CVC shall pay AMC an amount equal to the CVC Excess Pension Plan vested account balance and/or CVC Excess Savings Plan vested account balance of the AMC Transferee Employees as of the transfer date within 60 days of the transfer date. Individuals who become CVC Transferee Employees between the Distribution Date and the First Anniversary will not be eligible for an immediate distribution of their account balance from the CVC Excess Savings Plan or the AMC Excess Savings Plan, if applicable. Any such account balance in the AMC Excess Savings Plan, if applicable, relating to CVC Participants shall be transferred to the CVC Excess Savings Plan. AMC shall pay CVC an amount equal to the CVC Excess Savings Plan vested account balance or the AMC Excess Savings Plan vested account balance, if applicable of the CVC Transferee Employees as of the transfer date within 60 days of the transfer date.
ARTICLE VI
U.S. HEALTH AND WELFARE PLANS
     Section 6.1 Health and Welfare Plans Maintained by CVC Prior to the Distribution Date.
     (a) Establishment of the AMC Health & Welfare Plans. CVC or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Exhibit A attached hereto (the “CVC Health & Welfare Plans”) for the benefit of eligible CVC Participants and AMC Participants. Effective as of January 1, 2012, or if later, the applicable Transition Period End Date (the “Effective Date”), AMC shall, or shall cause one of its Subsidiaries to, adopt corresponding or substantially similar health and welfare plans for the benefit of eligible AMC Participants (collectively, the “AMC Health & Welfare Plans”).
     (b) Terms of Participation in AMC Health & Welfare Plans. AMC (acting directly or through its Subsidiaries) shall cause all AMC Health & Welfare Plans, if applicable, to (i) waive all limitations as to pre-existing conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to AMC Participants, other than limitations that were in effect with respect to AMC Participants immediately prior to the Effective Date, (ii) provide credit for any deductible, out-of-pocket maximum, and co-payment incurred by AMC Participants under the CVC Health & Welfare Plans in which they participated immediately prior to the Effective Date, in satisfying any applicable deductible or out-of-pocket requirements under any AMC Health & Welfare Plans during the same plan year in which such deductible, out-of-pocket maximums and co-payments were made, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an AMC Participant immediately prior to the Effective Date to the extent such AMC Participant had satisfied any similar limitation under the analogous CVC Health & Welfare Plan, and (iv) in the case of self-insured AMC Health & Welfare Plans, provide credit for all benefits paid to AMC Participants under the CVC Health & Welfare Plans for purposes of determining when such persons have reached their annual and lifetime maximums under the AMC Health & Welfare Plan. Notwithstanding the foregoing, in the event that any AMC Participant is confined to a facility for treatment as of the Effective Date, such persons nevertheless shall become covered under AMC Health & Welfare Plans as of such date, and shall cease being covered under CVC Health & Welfare Plans as of such date.

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     (c) Post-Distribution Employee Transfers. Notwithstanding anything herein to the contrary, with respect to any CVC Employee who becomes an AMC Transferee Employee during the period from the Transition Period End Date until the First Anniversary, AMC shall cause the AMC Health & Welfare Plans to (i) waive all limitations as to pre-existing conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to such individual, other than limitations that were in effect with respect to AMC Participants at the time of the individual’s transfer, (ii) provide credit for any deductible, out-of-pocket maximum, and co-payment incurred by such individual under the CVC Health & Welfare Plans in which he or she participated immediately prior to the transfer, in satisfying any applicable deductible or out-of-pocket requirements under any AMC Health & Welfare Plans during the same plan year in which such deductible, out-of-pocket maximums and co-payments were made, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to the individual immediately prior to the transfer to the extent such individual had satisfied any similar limitation under the analogous CVC Health & Welfare Plan, and (iv) provide credit for all benefits paid to the individual under the CVC Health & Welfare Plans for purposes of determining when such individual has reached his or her annual and lifetime maximums under the analogous AMC Health & Welfare Plans; provided, however, that if at the time of such transfer the Transition Period with respect to any such AMC Health & Welfare Plan has not yet ended in accordance with the terms hereof, then such AMC Transferee Employee shall continue to participate in the corresponding CVC Health & Welfare Plan until the end of such Transition Period and the foregoing provisions of this Section 6.1(c) shall be applicable at the time of effectiveness of the applicable AMC Retirement Plan. With respect to any AMC Employee who becomes a CVC Transferee Employee during the period from the Transition Period End Date until the First Anniversary, CVC shall cause the CVC Health & Welfare Plans to (i) waive all limitations as to pre-existing conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to such individual, other than limitations that were in effect with respect to CVC Participants at the time of the individual’s transfer, (ii) provide credit for any deductible, out-of-pocket maximum, and co-payment incurred by such individual under the AMC Health & Welfare Plans in which he or she participated immediately prior to the transfer, in satisfying any applicable deductible or out-of-pocket requirements under any CVC Health & Welfare Plans during the same plan year in which such deductible, out-of-pocket maximums and co-payments were made, (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to the individual immediately prior to the transfer to the extent such individual had satisfied any similar limitation under the analogous AMC Health & Welfare Plan, and (iv) provide credit for all benefits paid to the individual under the AMC Health & Welfare Plans for purposes of determining when such individual has reached his or her annual and lifetime maximums under the analogous CVC Health & Welfare Plans.
     Section 6.2 Flexible Spending Accounts Plan. As of the Effective Date, AMC (acting directly or through its Subsidiaries) shall establish a flexible spending accounts plan (the “AMC Flexible Spending Accounts Plan”) with features that are comparable to those contained in the flexible spending accounts plan maintained by CVC for the benefit of AMC Participants immediately prior to the Effective Date (the “CVC Flexible Spending Accounts Plan”). Following the Effective Date, AMC Participants in the CVC Flexible Spending Accounts Plan for the 2011 plan year may submit, for reimbursement in accordance with the CVC Flexible

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Spending Accounts Plan, claims for health costs incurred during the 2011 plan year and any applicable grace period thereafter, and CVC shall be responsible for the payment of such claims. AMC shall be entitled to retain the net positive balance, if any, of the AMC Participants’ flexible spending accounts from the Transition Period End Date. AMC shall pay to CVC the net negative balance, if any, of the AMC Participants’ flexible spending accounts from the 2011 plan year. As of the Effective Date, AMC shall be responsible for administering all reimbursement claims of AMC Participants under the AMC Flexible Spending Account Plan.
     Section 6.3 Legal Plan. Any case initiated by an AMC Participant under the Cablevision Group Legal Plan prior to the Effective Date will continue under such plan until its completion regardless of whether the AMC Participant enrolls in the AMC Group Legal Plan after the Effective Date.
     Section 6.4 COBRA and HIPAA. As of the Effective Date, AMC (acting directly or through its Subsidiaries) shall assume, or shall have caused the AMC Health & Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to AMC Participants who, as of the day prior to the Effective Date, were covered under a CVC Health & Welfare Plan pursuant to COBRA or were eligible for COBRA under a CVC Health & Welfare Plan and incur any COBRA claims after the Effective Date. CVC shall be responsible for the claims incurred by AMC Participants prior to the Effective Date, regardless of whether payments for such claims are made or due after the Effective Date. CVC (acting directly or through its Subsidiaries) shall be responsible for administering compliance with the certificate of creditable coverage requirements of HIPAA applicable to the CVC Health & Welfare Plans with respect to AMC Participants for the period ending on the Effective Date. The Parties hereto agree that neither the Distribution nor any transfers of employment directly from the CVC Group to the AMC Group or directly from the AMC Group to the CVC Group that occur before the Effective Date shall constitute a COBRA “qualifying event” for purposes of COBRA.
     Section 6.5 Liabilities.
  (a)   Insured Benefits. With respect to employee welfare and fringe benefits that are provided through the purchase of insurance, CVC shall cause the CVC Health & Welfare Plans to fully perform, pay and discharge all claims of AMC Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) for the CVC Health & Welfare Plans, and AMC shall cause the AMC Health & Welfare Plans to fully perform, pay and discharge all claims of AMC Participants that are incurred on or after the Effective Date. With respect to claims of AMC Participants that are incurred prior to the Effective Date (whether reported or unreported by the Effective Date) and paid by the CVC Health & Welfare Plans, AMC, as a Participating Company, shall pay CVC for any administrative or other expenses. Any such payments shall be calculated in a manner consistent with past practice.
     (i) Long-Term Disability. Any AMC Participant who is on long-term disability leave and receiving long-term disability benefits under the Cablevision Long Term Disability Plan as of the Effective Date shall continue to receive

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     benefits under the Cablevision Long Term Disability Plan in accordance with the provisions of such Plan following the Effective Date.
     (ii) Cablevision Executive Life. Effective as of the Distribution Date, AMC shall assume responsibility for all Liabilities, and fully perform, pay or discharge all Liabilities when such Liabilities become due, relating to any payments of premiums with respect to the continued participation of AMC Employees, other than those employed by both CVC and AMC, who participate in the Cablevision Executive Life Insurance program, and CVC shall have no obligations with respect to any such payments.
     (b) Self-Insured Benefits. With respect to employee welfare and fringe benefits that are provided on a self-insured basis, except as otherwise provided herein, AMC (acting directly or through its Subsidiaries) shall cause the AMC Health & Welfare Plans to fully perform, pay and discharge all claims of AMC Participants after the Effective Date that are incurred on or after the Effective Date. AMC shall reimburse CVC for the administrative and other expenses related to self-insured benefit claims paid by the CVC Health & Welfare Plans or CVC that were incurred prior to the Effective Date (whether reported or unreported by the Effective Date). Any such payments shall be calculated in a manner consistent with past practice.
     (i) Short-Term Disability.
     (A) Any AMC Participant who is on short-term disability leave and receiving short-term disability benefits under the Cablevision Short-Term Disability Program as of the Effective Date shall continue to receive short-term disability benefits under the Cablevision Short-Term Disability Program. AMC, as a Participating Company, shall reimburse CVC for all administrative and other expenses paid by the Cablevision Short-Term Disability Program or CVC after the Effective Date. Any such payments shall be calculated in a manner consistent with past practice. AMC shall continue to pay any short-term disability benefits owed to an AMC Participant under the Cablevision Short-Term Disability Program, if and to the extent consistent with past practice.
     (B) Any AMC Participant who is on a short-term disability leave as of the Effective Date, and who but for the transactions contemplated under the Distribution Agreement would have become eligible for long-term disability benefits in accordance with the provisions of the Cablevision Long Term Disability Plan, will continue to be eligible for long-term disability benefits under the Cablevision Long Term Disability Plan.
     (c) Incurred Claim Definition. For purposes of this Section 6.5, a claim or Liability is deemed to be incurred (i) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services or provision of supplies giving rise to such claim or

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Liability; (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability; (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability; and (iv) with respect to a period of continuous hospitalization (or any medical or other service or supply performed or provided during the period of continuous hospitalization), upon the date of admission to the hospital.
     Section 6.6 Time-Off Benefits. AMC shall credit each AMC Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as such AMC Participant had with the CVC Group as of the Distribution Date or as of an employee’s transfer date for an individual who becomes an AMC Transferee Employee prior to the First Anniversary. CVC shall promptly reimburse AMC for the value of such transferred employee’s unused vacation time, sick time and other time-off benefits credited by AMC, up to the maximum payout amount for each such participant. CVC shall credit each CVC Participant with the amount of accrued but unused vacation time, sick time and other time-off benefits as of an employee’s transfer date for an individual who becomes a CVC Transferee Employee prior to the First Anniversary. AMC shall promptly reimburse CVC for the value of such transferred employee’s unused vacation time, sick time and other time-off benefits credited by CVC, up to the maximum payout amount for each such participant. Notwithstanding the above, AMC shall not be required to credit any AMC Participant and CVC shall not be required to credit any CVC Participant with any accrual to the extent that a benefit attributable to such vacation time, sick time or other time-off benefit is paid out by the CVC Group or AMC Group, respectively.
     Section 6.7 Severance Pay Plans. The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any AMC Participant for purposes of any policy, plan, program or agreement of CVC or AMC or any member of the CVC Group or AMC Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.
ARTICLE VII
EQUITY COMPENSATION
     Section 7.1 Equity Compensation. The Parties, including through instructions with their respective administrators and recordkeepers, shall use commercially reasonable efforts and shall cooperate in good faith and act promptly to provide all information and take all other actions reasonably necessary or appropriate for the adjustment of the Equity Compensation under the CVC Share Plans, for the issuance of the Equity Compensation under the AMC Share Plans, and to coordinate the tax treatment of such Equity Compensation as set forth in this Article VII, all in a manner consistent with the resolutions adopted by the Cablevision Compensation Committee in connection with the Distribution, the provisions of the CVC Restricted Stock Agreements entered into in 2011 and the provisions of this Article VII.
     Section 7.2 Forfeiture of CVC Restricted Stock.
     (a) CVC Restricted Stock. If a holder of CVC Restricted Stock forfeits such restricted stock pursuant to the terms of the applicable CVC Restricted Stock Agreement, the

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parties shall ensure that the appropriate transfer agent promptly returns the forfeited stock to CVC. For the avoidance of doubt, forfeited CVC Restricted Stock held by an AMC Employee or Former AMC Employee shall be returned to CVC without any reimbursement by CVC to AMC for such forfeited restricted stock.
  (b)   AMC Dividend Shares. If a holder of CVC Restricted Stock outstanding as of the Distribution Date forfeits such CVC Restricted Stock and therefore forfeits the accompanying AMC Dividend Shares, the parties shall ensure that the appropriate transfer agent returns the forfeited AMC Dividend Shares to AMC. For the avoidance of doubt, forfeited AMC Dividend Shares held by a CVC Employee or Former CVC Employee shall be delivered to AMC without any reimbursement by AMC to CVC for such forfeited AMC Dividend Shares.
     Section 7.3 Taxes and Withholding.
     (a) Options.
     (i) Exercise Price.
     (A) Upon the exercise of a CVC Option, whether by a CVC Employee, Former CVC Employee, AMC Employee or Former AMC Employee, the parties shall take steps to ensure that the applicable stock plan administrator delivers cash in an amount equal to the exercise price, rounded up to the nearest whole penny, to CVC, or, in the case of exercises by an AMC Employee or Former AMC Employee, to AMC, which shall promptly deliver such payment to CVC.
     (B) Upon the exercise of an AMC Option, whether by a CVC Employee, Former CVC Employee, AMC Employee or Former AMC Employee, the parties shall take steps to ensure that the applicable stock plan administrator delivers cash in an amount equal to the exercise price, rounded up to the nearest whole penny, to AMC, or, in the case of exercises by a CVC Employee or Former CVC Employee, to CVC, which shall promptly deliver such payment to AMC.
     (ii) Taxes.
     (A) Upon exercise of a CVC Option or AMC Option by any holder other than a CVC Director, the employer or former employer of such holder shall fund and be liable to the applicable Governmental Authority for any employer taxes.
     (B) Upon exercise of a CVC Option or AMC Option by any holder other than a CVC Director, the parties shall take steps to ensure that the applicable stock plan administrator sells CVC Common Stock or AMC Common Stock, as applicable, in an amount equal to the required withholding amount and remits such amount to the employer or former employer of such holder.

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     (C) CVC will be responsible for any tax reporting obligations associated with any CVC Options outstanding as of the Distribution Date that are exercised by a CVC Director.
     (b) SARs.
     (i) Settlement.
     (A) As of the Distribution Date, CVC shall be responsible for all Liabilities under CVC SARs and AMC SARs held by CVC Employees or Former CVC Employees. CVC shall settle such CVC SARs or AMC SARs upon vesting.
     (B) As of the Distribution Date, AMC shall assume responsibility for all Liabilities under CVC SARs and AMC SARs held by AMC Employees or Former AMC Employees. AMC shall settle such CVC SARs and AMC SARs upon vesting.
     (ii) Taxes.
     (A) Upon exercise of a CVC SAR or AMC SAR by any holder, the employer or former employer of such holder shall fund and be liable to the applicable Governmental Authority for any employer taxes.
     (B) Upon exercise of a CVC SAR or AMC SAR by any holder, the parties shall take steps to ensure that the applicable stock plan administrator delivers the applicable withholding amount to the employer or former employer of such holder.
     (c) Restricted Stock.
          (i) CVC Restricted Stock. Upon vesting of CVC Restricted Stock with respect to any holder, CVC will net share settle such restricted stock. If the holder is an AMC Employee or Former AMC Employee, CVC will cause the cash payments associated with the net settlement to be delivered promptly to AMC in order for AMC to satisfy the associated employee withholding obligation. The employer or former employer of the holder shall fund and be liable to the applicable Governmental Authority for any employer taxes with respect to the CVC Restricted Stock.
          (ii) AMC Dividend Shares. Upon vesting of CVC Restricted Stock with respect to any holder, AMC will net share settle the associated AMC Dividend Shares. If the holder is a CVC Employee or Former CVC Employee, AMC will cause the cash payments associated with the net settlement to be delivered promptly to CVC in order for CVC to satisfy the associated employee withholding obligation. The employer or former employer of the holder shall fund and be liable to the applicable Governmental Authority for any employer taxes with respect to the AMC Dividend Shares.

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     (d) Dividends Payable on Options, SARs or Restricted Stock.
     (i) CVC shall fund any accrued dividends with respect to CVC Options, CVC SARs or CVC Restricted Stock. CVC shall fund any dividends accrued as of the Distribution Date with respect to AMC Options or AMC SARs. To the extent a holder is an AMC Employee or Former AMC Employee, CVC shall be responsible for remitting to AMC the amount of such dividends, and AMC shall be responsible for collecting any applicable employee withholding tax amounts with respect to such dividends.
     (ii) For dividends accrued with respect to CVC Options, CVC SARs, AMC Options, AMC SARs or CVC Restricted Stock, the employer or former employer of the holder shall fund and be liable to the applicable Governmental Authority for any employer taxes.
     (e) Restricted Stock Units.
     (i) Settlement. As of the Distribution Date, CVC shall be responsible for all Liabilities under CVC RSUs that are outstanding as of the Distribution Date and held by CVC Directors. CVC shall settle, and satisfy any dividend obligations with respect to, such CVC RSUs in accordance with the terms of the Cablevision Systems Corporation 2006 Stock Plan for Non-Employee Directors.
     (ii) Taxes. Upon settlement of any CVC RSU that is outstanding as of the Distribution Date and held by a CVC Director, CVC will be responsible for any associated tax reporting obligations.
     (f) Tax Deductions. With respect to the Equity Compensation held by individuals who are CVC Employees or CVC Directors at the time the Equity Compensation becomes taxable and individuals who are Former CVC Employees at such time, CVC shall claim any federal, state and/or local tax deductions after the Distribution Date, and AMC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the AMC Group at the time the Equity Compensation becomes taxable and individuals who are Former AMC Employees at such time, AMC shall claim any federal, state and/or local tax deductions after the Distribution Date, and CVC shall not claim such deductions. If either CVC or AMC determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to CVC or AMC pursuant to this Section 7.3 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both parties will negotiate in good faith to resolve the issue in accordance with the following principle. The party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 7.3. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.

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     Section 7.4 Cooperation. In addition to any cooperation principles governed by Article X, if, after the Distribution Date, CVC or AMC identify an administrative error in the individuals identified as holding Equity Compensation, the amount of Equity Compensation so held, the vesting level of such Equity Compensation, or any other similar error, CVC and AMC shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and CVC and AMC in the position in which they would have been had the error not occurred. Each of the Parties shall establish an appropriate administration system in order to handle, in an orderly manner, exercises of CVC Options, AMC Options, CVC SARs and AMC SARs and the settlement of CVC Restricted Stock and AMC Dividend Shares. Each of the Parties will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records with respect to Equity Compensation are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws.
     Section 7.5 SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.
     Section 7.6 Savings Clause. The Parties hereby acknowledge that the provisions of this Article VII are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.
ARTICLE VIII
ADDITIONAL COMPENSATION AND BENEFITS MATTERS
     Section 8.1 Cash Incentive Awards.
     (a) Cooperation.
     (i) In addition to the provisions of Section 10.1 and 10.2, the Parties shall use commercially reasonable efforts and shall cooperate in good faith and act promptly to provide all information and to take all other actions reasonably necessary or appropriate to achieve the treatment of annual or long-term cash incentive awards established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long-Term Incentive Plan as approved by the Cablevision Compensation Committee prior to the Distribution in accordance with the terms of such Plans and the award agreements issued thereunder, including as set forth in this Section 8.1.
     (ii) CVC agrees to provide AMC, as of June 30, 2011, a statement of the then- currently accrued amount of long-term cash incentive payments with respect to long-term cash incentive awards outstanding as of the Distribution Date, that are expected to

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be payable to AMC Participants. CVC will thereafter provide, on a quarterly basis, the anticipated payout percentage with respect to such awards.
     (b) Liability.
     (i) Effective as of the Distribution Date and subject to Section 8.2(c), AMC shall assume or retain, as applicable, responsibilities for all Liabilities, and fully perform, pay and discharge all Liabilities when such Liabilities become due, relating to any annual or long-term cash incentive awards, or portion of any such incentive awards, established under the 2006 Cablevision Cash Incentive Plan (or the comparable non-executive annual incentive plan maintained by CVC) or the CVC Long Term Incentive Plan that any AMC Participant is eligible to receive with respect to any performance period that ends on, before or after the Distribution Date and, effective as of the Distribution Date, CVC shall have no obligations with respect to any such incentive awards.
     (ii) CVC acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the CVC Group or AMC Group to any CVC Participant.
     (iii) AMC acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any incentive, commission or other similar compensatory arrangement previously provided by any member of the CVC Group or AMC Group to any AMC Participant.
     (d) CVC Transferred Employees. Notwithstanding anything to the contrary herein, the following provisions shall apply with respect to any CVC Employee that becomes an AMC Transferee Employee on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution) and before the First Anniversary:
     (i) CVC shall pay to AMC (A) any unpaid annual cash incentive award established under the 2006 Cablevision Cash Incentive Plan (the “CVC CIP”), or the comparable non-executive annual incentive plan maintained by CVC for the calendar year prior to the year in which the transfer occurs, and (B) a pro-rata portion of any annual cash incentive award established under the CVC CIP or the comparable non-executive annual incentive plan maintained by CVC for the calendar year in which the transfer occurs, based upon the number of days in the applicable calendar year prior to the transfer. Such amount shall be based on the then current annual target bonus of such employee as well as business unit performance as determined by the Compensation Committee of CVC in its sole discretion, but without adjustment for individual performance, and shall be payable to AMC promptly after the determination of such amounts by the Compensation Committee of CVC. AMC shall pay such amount to the applicable CVC Employees as soon as practicable after the receipt thereof.

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     (ii) AMC shall provide any such CVC Employee with an annual cash incentive opportunity for the year in which such transfer occurs equal to that provided to similarly situated AMC Employees, calculated on a pro-rata basis based upon the number of days in the applicable calendar year on and after the transfer date. Such amount shall be payable at the time such annual incentive plan payments are paid to similarly-situated AMC Employees.
     (iii) CVC shall pay to AMC, on or after the date of transfer, the portion of any long-term cash-incentive award established under the CVC CIP that has been accrued but not yet been paid up to the date of transfer. AMC shall refund to CVC any portion of such amount to the extent it relates to an award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award).
     (e) AMC Transferred Employees. Notwithstanding anything to the contrary herein, the following provisions shall apply with respect to any AMC Employee that becomes a CVC Transferee Employee on or after the Distribution Date (or in advance of the Distribution Date if such transfer was in connection with the Distribution) and before the First Anniversary:
     (i) AMC shall pay to CVC (A) any unpaid annual cash incentive award established under any cash incentive plan maintained by AMC (the “AMC CIP”) for the calendar year prior to the year in which the transfer occurs, and (B) a pro-rata portion of any annual cash incentive award established under the AMC CIP for the calendar year in which the transfer occurs, based upon the number of days in the applicable calendar year prior to the transfer. Such amount shall be based on the then current annual target bonus of such employee as well as business unit performance as determined by the Compensation Committee of AMC in its sole discretion, but without adjustment for individual performance, and shall be payable to CVC promptly after the determination of such amounts by the Compensation Committee of AMC. CVC shall pay such amount to the applicable AMC Employees as soon as practicable after the receipt thereof.
     (ii) CVC shall provide any such AMC Employee with an annual cash incentive opportunity for the year in which such transfer occurs equal to that provided to similarly situated CVC Employees, calculated on a pro-rata basis based upon the number of days in the applicable calendar year on and after the transfer date. Such amount shall be payable at the time such annual incentive plan payments are paid to CVC Employees.
     (iii) AMC shall pay to CVC, on or after the date of transfer, the portion of any long-term cash-incentive award established under the AMC CIP that has accrued but not yet been paid up to the date of transfer. CVC shall refund to AMC any portion of such amount to the extent it relates to an award that is ultimately forfeited by such employee without payment (such refund, if any, to occur promptly after a forfeiture of any such award).
     (f) Accrued Corporate Cash Incentive Plan Liability. AMC shall pay to CVC the portion of the accrued liability for outstanding long-term cash incentive awards for CVC

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corporate employees which is accrued on the AMC books as of the Distribution Date. Such payment shall be made through an intercompany settlement on the Distribution Date.
     Section 8.2 Individual Arrangements.
     (a) CVC Individual Arrangements. CVC acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the CVC Group or AMC Group to any CVC Participant.
     (b) AMC Individual Arrangements. AMC acknowledges and agrees that, except as otherwise provided herein, it shall have full responsibility with respect to any Liabilities and the payment or performance of any obligations arising out of or relating to any employment, consulting, non-competition, retention or other compensatory arrangement previously provided by any member of the CVC Group or AMC Group to any AMC Participant.
     (c) Shared Executives.
     (i) For purposes of this Agreement, for so long as any executive is employed by both CVC and AMC, such executive shall be considered to be a CVC Employee with respect to all amounts and awards outstanding as of the Distribution Date. AMC shall not be responsible for any costs associated with any annual or long-term cash or equity incentive award outstanding as of the Distribution Date with respect to any such executive.
     (ii) To the extent an executive is employed by both CVC and AMC and receives any life, accidental death and dismemberment or business travel accident insurance benefits through each employer from the same insurance carrier that are subject to an aggregate cap, CVC will have full responsibility for any Liabilities associated with such benefits. Notwithstanding the foregoing, in the event that CVC and AMC no longer use the same carrier for such benefits, CVC and AMC will each be responsible for any Liabilities associated with insurance benefits provided by CVC or AMC, as applicable.
     (d) Effect of the Distribution on Severance. The Parties acknowledge and agree that the transactions contemplated by the Distribution Agreement will not constitute a termination of employment of any AMC Participant for purposes of any policy, plan, program or agreement of CVC or AMC or any member of the CVC Group or AMC Group that provides for the payment of severance, separation pay, salary continuation or similar benefits in the event of a termination of employment.
     Section 8.3 Non-Competition. For the purpose of any non-compete provision in any CVC Plan, AMC shall not be regarded as a “competitive entity.” For the purpose of any non-compete provision in any AMC Plan, CVC shall not be regarded as a “competitive entity.” This Section 8.3 shall apply only so long as CVC and AMC remain under common Control.

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     Section 8.4 Director Programs. CVC shall retain responsibility for the payment of any fees and CVC RSUs payable in respect of service on the CVC Board of Directors that are payable but not yet paid as of the Distribution Date, and AMC shall have no responsibility for any such payments (to an individual who is a member of the CVC Board of Directors as of the Distribution Date or otherwise).
     Section 8.5 Cable, Online and Voice Employee Benefits. In addition to CVC’s obligations under the Transition Services Agreement (as defined in the Distribution Agreement) with respect to AMC Employees regarding certain continued cable television, online and voice services and benefits, CVC shall continue to provide the employee product benefit to those Former AMC Employees receiving the employee product benefit as of the Distribution Date at the same level provided to such individuals as of such date, and AMC shall reimburse CVC for the actual cost, if any, incurred by CVC in continuing to provide those benefits to such Former AMC Employees.
     Section 8.6 Sections 162(m)/409A. Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) a federal income tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.
ARTICLE IX
INDEMNIFICATION
     Section 9.1 Indemnification. All Liabilities retained or assumed by or allocated to CVC or the CVC Group pursuant to this Agreement shall be deemed to be “Cablevision Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement, including the indemnification provisions set forth therein, and all Liabilities retained or assumed by or allocated to AMC or the AMC Group pursuant to this Agreement shall be deemed to be “AMC Liabilities” (as defined in the Distribution Agreement) for purposes of Article III of the Distribution Agreement, including the indemnification provisions set forth therein.
ARTICLE X
GENERAL AND ADMINISTRATIVE
     Section 10.1 Sharing of Information. CVC and AMC (acting directly or through their respective Subsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its Plans, timely respond to audit requests, to assist AMC in obtaining its own insurance policies to provide benefits under AMC Plans, and to

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determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 10.1 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidentiality requirements set forth in Section 4.4 of the Distribution Agreement.
     Section 10.2 Reasonable Efforts/Cooperation. Each of the Parties hereto will use its commercially reasonable efforts to take promptly, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority. Each of the Parties hereto shall be entitled to rely in good faith on information provided by the other Party and the receiving Party shall not be responsible for any delays or liability arising from missing, delayed, incomplete, inaccurate or outdated information and data which is provided by the other Party pursuant to this Agreement.
     Section 10.3 Non-Termination of Employment; No Third-Party Beneficiaries. No provision of this Agreement or the Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any CVC Employee or AMC Employee or other CVC Participant or AMC Participant under any CVC Plan or AMC Plan or otherwise. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any CVC Participant or AMC Participant or either of their respective Subsidiaries) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not

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entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ab initio, thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any CVC Employee, Former CVC Employee, AMC Employee or Former AMC Employee, any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.
     Section 10.4 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.
     Section 10.5 Access to Employees. Following the Distribution Date, CVC and AMC shall, or shall cause each of their respective Subsidiaries to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any member of the CVC Group and any member of the AMC Group) to which any employee, director or Plan of the CVC Group or AMC Group is a party and which relates to their respective Plans prior to the Distribution Date.
     Section 10.6 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of information and rights to reimbursement made by or relating to AMC Participants under CVC Plans shall be transferred to and be in full force and effect under the corresponding AMC Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant AMC Participant.
     Section 10.7 Not a Change in Control. The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any CVC Plan or AMC Plan.
ARTICLE XI
MISCELLANEOUS
     Section 11.1 Effect If Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to by CVC and AMC in a written instrument executed after the execution of this Agreement and neither Party shall have any Liability to the other Party under this Agreement.

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     Section 11.2 Complete Agreement; Construction. This Agreement, including the Exhibits, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
     Section 11.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
     Section 11.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
     Section 11.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To Cablevision:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
To AMC:
AMC Networks Inc.
11 Penn Plaza
New York, New York 10001
Attention: General Counsel
     Section 11.6 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
     Section 11.7 Amendments. Subject to the terms of Sections 11.8 and 11.10 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
     Section 11.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent

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shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
     Section 11.9 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, to the extent expressly provided herein, their respective Subsidiaries and Affiliates, and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right of any kind. Without limiting the effect of the foregoing, this Agreement shall not confer any rights of any kind on, or any duty of any party with respect to, any CVC Participant, AMC Participant, or person alleging such status.
     Section 11.10 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
     Section 11.11 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
     Section 11.12 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
     Section 11.13 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND WITHOUT REGARD TO ITS CHOICE OF LAWS PRINCIPLES.
     Section 11.14 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
     Section 11.15 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

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     Section 11.16 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[signature page follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.
         
  CABLEVISION SYSTEMS CORPORATION
 
 
  By:      
    Name:    
    Title:    
 
  AMC NETWORKS INC.
 
 
  By:      
    Name:    
    Title:    
 
[Signature Page to Employee Matters Agreement]

 


 

CVC Health & Welfare Plans
Cablevision CHOICEPlus Medical Plan
Cablevision Dental Plan
Cablevision Vision Plan
Cablevision Group Legal Plan
Cablevision Short-Term Disability Program
Cablevision Long-Term Disability Plan
Cablevision Life and AD&D Plan
Cablevision Employee Assistance Plan
Cablevision Transportation Plan
Cablevision College Savings Plan
Cablevision Fresh Start Policy

 

exv10w4
Exhibit 10.4
EQUITY ADMINISTRATION AGREEMENT
     THIS EQUITY ADMINISTRATION AGREEMENT (this “Agreement”), dated as of June __, 2011, is by and between The Madison Square Garden Company, a Delaware corporation (“MSG”), and AMC Networks Inc., a Delaware corporation (“AMC”) and, together with MSG, each, a “Party” and collectively, the “Parties”).
RECITALS
     WHEREAS, the Board of Directors of Cablevision Systems Corporation (“CVC”) has determined that it is in the best interests of CVC to separate the AMC Business (as defined below) and the CVC Business (as defined below) into two independent public companies, on the terms and subject to the conditions set forth in a distribution agreement, dated [______] (the “AMC Separation”);
     WHEREAS, the separation of MSG and the MSG Business (as defined below) from CVC and the CVC Business was completed on February 9, 2010 (the “MSG Separation”);
     WHEREAS, as a result of the AMC Separation, any MSG Employee (as defined below) who holds CVC equity interests will receive certain AMC equity interests;
     WHEREAS, as a result of the MSG Separation, certain AMC Employees (as defined below), who then held CVC equity interests received certain MSG equity interests;
     WHEREAS, MSG and AMC have agreed to enter into this agreement for the purpose of setting forth certain responsibilities and arrangements of each Party with respect to the equity interests of each Party held or to be held by employees of the other Party.
     NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
     Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
     “Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement, including all the exhibits hereto, and all amendments made hereto from time to time.
     “AMC” shall have the meaning ascribed thereto in the preamble to this Agreement.
     “AMC Business” means all businesses and operations conducted by the AMC Group from time to time, whether prior to, at or after the Distribution Date, including the businesses and operations conducted by the AMC Group as more fully described in the AMC Information Statement and excluding the MSG Business and CVC Business.

 


 

     “AMC Common Stock” means the Class A Common Stock, par value $0.01 per share, of AMC and Class B Common Stock, par value $0.01 per share, of AMC.
     “AMC Dividend Shares” means shares of AMC Class A Common Stock issued as a dividend to the beneficial owners of CVC Restricted Stock in connection with the Distribution and subject to the same conditions and restrictions as the underlying CVC Restricted Stock.
     “AMC Employee” means any individual who is employed by AMC or any member of the AMC Group in a capacity considered by AMC to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
     “AMC Group” means, as of the Distribution Date, AMC and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The AMC Group shall not include any member of the MSG Group.
     “AMC Information Statement” means the definitive information statement distributed to holders of CVC Common Stock in connection with the Distribution and filed with the U.S. Securities and Exchange Commission.
     “AMC Option” means an option to buy AMC Class A Common Stock granted pursuant to an AMC Share Plan in connection with the Distribution.
     “AMC Participant” means any individual who, immediately following the Distribution Date, is an AMC Employee, a Former AMC Employee or a beneficiary or surviving spouse of either of the foregoing.
     “AMC SAR” means a stock appreciation right with respect to AMC Class A Common Stock granted pursuant to an AMC Share Plan in connection with the Distribution.
     “AMC Separation” shall have the meaning set forth in the Recitals.
     “AMC Share Plan” means, collectively, the AMC 2011 Employee Stock Plan and any other stock plan or stock incentive arrangement, including equity award agreements, governing the terms and conditions of Equity Compensation of AMC.
     “Code” means the U.S. Internal Revenue Code of 1986, as amended.
     “CVC Business” means all the businesses and operations conducted by the CVC Group from time to time, other than the AMC Business and MSG Business.
     “CVC Common Stock” means the Class A Common Stock, par value $0.01 per share, of CVC and Class B Common Stock, par value $0.01 per share, of CVC.

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     “CVC Group” means CVC and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become a part of such Group from time to time thereafter. The CVC Group shall not include any member of the AMC Group or MSG Group.
     “CVC Restricted Stock” means unvested restricted shares of Cablevision Class A Common Stock granted pursuant to a CVC Share Plan and outstanding as of the Distribution Date.
     “CVC Restricted Stock Agreement” means an agreement by and between CVC and an AMC Employee or MSG Employee with respect to a grant of CVC Restricted Stock to such AMC Employee or MSG Employee.
     “CVC Share Plan” means, collectively, any stock option or stock incentive compensation plan or arrangement, including equity award agreements, maintained before the Distribution Date for employees, officers or non-employee directors of CVC or its Subsidiaries, as amended.
     “Distribution” means the distribution of AMC Common Stock to holders of shares of CVC Common Stock which will occur in connection with the AMC Separation.
     “Distribution Date” means the date of consummation of the Distribution.
     “Equity Compensation” means, collectively, the MSG Dividend Shares, MSG Options, and MSG SARs and AMC Dividend Shares, AMC Options and AMC SARs.
     “Former AMC Employee” means any former employee of any member of the AMC Group.
     “Former MSG Employee” means any former employee of any member of the MSG Group.
     “Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE, NASDAQ or other regulatory, administrative or governmental authority.
     “Group” means the AMC Group and/or the MSG Group, as the context requires.
     “IRS” means the U.S. Internal Revenue Service.
     “Law” means all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the U.S., any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
     “Liabilities” means all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint,

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several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third-party administrators and costs related thereto or to the investigation or defense thereof.
     “Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any action.
     “MSG” shall have the meaning ascribed thereto in the preamble to this Agreement.
     “MSG Business” means all businesses and operations conducted by the MSG Group from time to time, whether prior to, at or after the Distribution Date, other than the AMC Business and CVC Business.
     “MSG Common Stock” means the Class A Common Stock, par value $0.01 per share, of MSG and Class B Common Stock, par value $0.01 per share, of MSG.
     “MSG Dividend Shares” means shares of MSG Class A Common Stock issued as a dividend to the beneficial owners of CVC Restricted Stock in connection with the MSG Separation and subject to the same conditions and restrictions as the underlying CVC Restricted Stock.
     “MSG Employee” means any individual who is employed by MSG or any member of the MSG Group in a capacity considered by MSG to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).
     “MSG Group” means MSG and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter.
     “MSG Option” means an option to buy MSG Class A Common Stock granted pursuant to an MSG Share Plan and outstanding as of the Distribution Date.
     “MSG Participant” means any individual who is a MSG Employee, a Former MSG Employee or a beneficiary or surviving spouse of either of the foregoing.
     “MSG SAR” means a stock appreciation right with respect to MSG Class A Common Stock granted pursuant to a MSG Share Plan and outstanding as of the Distribution Date.

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     “MSG Share Plan” means, collectively, the Madison Square Garden, Inc. 2010 Employee Stock Plan and any other stock plan or stock incentive arrangement, including equity award agreements, governing the Equity Compensation of MSG.
     “NASDAQ” means The Nasdaq Stock Market, Inc.
     “NYSE” means the New York Stock Exchange, Inc.
     “Party” and “Parties” shall have the meanings ascribed thereto in the preamble to this Agreement.
     “Subsidiary” means with respect to any Party, any corporation or other legal entity of which such Party or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body, or in the case of an entity with no governing body, more than 50% of the equity interests.
     “U.S.” means the United States of America.
     Section 1.2 General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.
ARTICLE II
ADMINISTRATION OF EQUITY COMPENSATION
     Section 2.1 Forfeiture of MSG Dividend Shares.
     (a) MSG Dividend Shares. If a holder of MSG Dividend Shares who is an AMC Participant forfeits such MSG Dividend Shares pursuant to the terms of the applicable CVC Restricted Stock Agreement, the parties shall ensure that the appropriate transfer agent promptly returns the forfeited MSG Dividend Shares to MSG. For the avoidance of doubt, forfeited MSG Dividend Shares held by an AMC Employee or Former AMC Employee shall be returned to MSG without any reimbursement by MSG to AMC for such forfeited restricted stock.
     (b) AMC Dividend Shares. If a holder of AMC Dividend Shares who is an MSG Participant forfeits such AMC Dividend Shares pursuant to the terms of the applicable CVC Restricted Stock Agreement, the parties shall ensure that the appropriate transfer agent returns the forfeited AMC Dividend Shares to AMC. For the avoidance of doubt, forfeited AMC

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Dividend Shares held by an MSG Employee or Former MSG Employee shall be returned to AMC without any reimbursement by AMC to MSG for such forfeited restricted stock.
     Section 2.2 Taxes and Withholding.
     (a) Options.
     (i) Exercise Price.
     (A) Upon the exercise of an MSG Option by an AMC Participant, the parties shall take steps to ensure that the applicable stock plan administrator delivers cash in an amount equal to the exercise price, rounded up to the nearest whole penny, to AMC, which shall promptly deliver such payment to MSG.
     (B) Upon the exercise of an AMC Option by an MSG Participant, the parties shall take steps to ensure that the applicable stock plan administrator delivers cash in an amount equal to the exercise price, rounded up to the nearest whole penny, to MSG, which shall promptly delivery such payment to AMC.
     (ii) Taxes.
     (A) Upon exercise of an MSG Option or AMC Option by any holder, the employer or former employer of such holder shall fund and be liable to the applicable Governmental Authority for any employer taxes.
     (B) Upon exercise of an MSG Option or AMC Option by any holder, the parties shall take steps to ensure that the applicable stock plan administrator sells MSG Common Stock or AMC Common Stock, as applicable, in an amount equal to the required withholding amount and remits such amount to the employer or former employer of such holder.
     (b) SARs.
     (i) Settlement.
     (A) As of the Distribution Date, MSG shall be responsible for all Liabilities under MSG SARs and AMC SARs held by MSG Employees or Former MSG Employees. MSG shall settle such MSG SARs or AMC SARs upon vesting.
     (B) As of the Distribution Date, AMC shall assume responsibility for all Liabilities under MSG SARs and AMC SARs held by AMC Employees or Former AMC Employees. AMC shall settle such MSG SARs and AMC SARs upon vesting.
     (ii) Taxes.

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     (A) Upon exercise of an MSG SAR or AMC SAR by any holder, the employer or former employer of such holder shall fund and be liable to the applicable Governmental Authority for any employer taxes.
     (B) Upon exercise of an MSG SAR or AMC SAR by any holder, the parties shall take steps to ensure that the applicable stock plan administrator delivers the applicable withholding amount to the employer or former employer of such holder.
     (c) Dividend Shares.
     (i) MSG Dividend Shares. Upon vesting of MSG Dividend Shares with respect to any holder, MSG will net share settle such MSG Dividend Shares. If the holder is an AMC Employee or Former AMC Employee, MSG will cause the cash payments associated with the net settlement to be delivered promptly to AMC in order for AMC to satisfy the associated employee withholding obligation. The employer or former employer of the holder shall fund and be liable to the applicable Governmental Authority for any employer taxes with respect to the MSG Dividend Shares.
     (ii) AMC Dividend Shares. Upon vesting of AMC Dividend Shares with respect to any holder, AMC will net share settle such AMC Dividend Shares. If the holder is an MSG Employee or Former MSG Employee, AMC will cause the cash payments associated with the net settlement to be delivered promptly to MSG in order for MSG to satisfy the associated employee withholding obligation. The employer or former employer of the holder shall fund and be liable to the applicable Governmental Authority for any employer taxes with respect to the AMC Dividend Shares.
     (d) Tax Deductions. With respect to the Equity Compensation held by individuals who are MSG Employees at the time the Equity Compensation becomes taxable and individuals who are Former MSG Employees at such time, MSG shall claim any federal, state and/or local tax deductions and AMC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the AMC Group at the time the Equity Compensation becomes taxable and individuals who are Former AMC Employees at such time, AMC shall claim any federal, state and/or local tax deductions, and MSG shall not claim such deductions. If either MSG or AMC determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to MSG or AMC pursuant to this Section 2.2(d) will instead be available only to the other Party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and both Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 2.2. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.
     Section 2.3 Cooperation. If, after the Distribution Date, MSG or AMC identify an administrative error in the individuals identified as holding Equity Compensation, the amount of

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Equity Compensation so held, the vesting level of such Equity Compensation, or any other similar error, MSG and AMC shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and MSG and AMC in the position in which they would have been had the error not occurred. Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner exercises of MSG Options, AMC Options, MSG SARs and AMC SARs and the settlement of MSG Dividend Shares and AMC Dividend Shares. Each of the Parties will work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records with respect to Equity Compensation are correct and updated on a timely basis. The foregoing shall include employment status and information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws. Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to effectuate the purposes of this Agreement, including adopting any required plans or plan amendments. Each Party shall be entitled to rely in good faith on information provided by the other Party, and the providing Party shall be responsible for any Liabilities arising from missing, delayed, incomplete, inaccurate or outdated information or data.
     Section 2.4 SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the U.S. Securities and Exchange Commission with respect to the long-term incentive awards to the extent any such registration statement is required by applicable Law.
     Section 2.5 Savings Clause. The Parties hereby acknowledge that the provisions of this Article II are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives. Notwithstanding anything in this Agreement to the contrary, the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (i) a federal income tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Section 409A of the Code.
     Section 2.6 Sharing of Information. MSG and AMC (acting directly or through their respective Subsidiaries) shall promptly provide to the other and their respective agents and vendors all information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of its equity administration plans or arrangements and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or any member of its Group is a party, or waive any attorney-client privilege applicable to such Party or any member of its Group, the Parties shall provide any such information and the Parties shall take all reasonable measures to

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comply with the obligations pursuant to this Section 2.6 in a manner that mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such information. Such information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such information available outside of its normal business hours and premises. Any information shared or exchanged pursuant to this Agreement shall be subject to generally accepted confidentiality requirements.
     Section 2.7 No Third-Party Beneficiaries. No provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any MSG Employee or AMC Employee or other MSG Participant or AMC Participant under any MSG Share Plan or AMC Share Plan or otherwise. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any MSG Participant or AMC Participant or either of the Parties’ respective Subsidiaries) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ab initio, thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any MSG Employee, Former MSG Employee, AMC Employee or Former AMC Employee, any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.
     Section 2.8 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

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ARTICLE III
MISCELLANEOUS
     Section 3.1 Effect If Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Distribution does not take place or is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed to in writing by MSG and AMC, and neither Party shall have any Liability to the other Party under this Agreement.
     Section 3.2 Complete Agreement; Construction. This Agreement, including the Exhibits, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
     Section 3.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
     Section 3.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
     Section 3.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To MSG:
The Madison Square Garden Company
2 Pennsylvania Plaza
New York, New York 10001
Attention: General Counsel
To AMC:
AMC Networks Inc.
11 Penn Plaza — 15th Floor
New York, New York 10001
Attention: General Counsel
     Section 3.6 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

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     Section 3.7 Amendments. Subject to the terms of Sections 3.8 and 3.10 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
     Section 3.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
     Section 3.9 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
     Section 3.10 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
     Section 3.11 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
     Section 3.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
     Section 3.13 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
     Section 3.14 Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
     Section 3.15 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity,

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legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
[signature page follows]

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.
         
  THE MADISON SQUARE GARDEN COMPANY
 
 
  By:      
    Name:      
    Title:      
 
         
  AMC NETWORKS INC.
 
 
  By:      
    Name:   Joshua Sapan   
    Title:   President and CEO   
 

exv10w5
Exhibit 10.5
     
 
STANDSTILL AGREEMENT
BY AND AMONG
AMC NETWORKS INC.
AND
THE DOLAN FAMILY GROUP
     
 

 


 

STANDSTILL AGREEMENT
     Standstill Agreement (this “Agreement”), dated as of June _______, 2011, by and among AMC Networks Inc., a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.
WITNESSETH:
     WHEREAS, as of the date of this Agreement, the Dolan Family Parties own all of the outstanding shares of Cablevision NY Group Class B Common Stock, par value $.01 per share (“Cablevision Class B Common Stock”), and also own shares of Cablevision NY Group Class A Common Stock, par value $.01 per share (“Cablevision Class A Common Stock”);
     WHEREAS, Cablevision intends to distribute (the “Distribution”) to the holders of Cablevision Class A Common Stock all of the outstanding shares of the Company’s Class A Common Stock, $.01 par value (the “Class A Common Stock”), and to the holders of Cablevision Class B Common Stock all of the outstanding shares of the Company’s Class B Common Stock, $.01 par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”); and
     WHEREAS, the Company and the Dolan Family Parties wish to provide for certain restrictions that will be applicable to the Dolan Family Parties following the Distribution, all as provided herein.

 


 

     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
          1. Standstill Agreement.
     During the 12-month period beginning on the date the Distribution is consummated (the “Distribution Date”), the Dolan Family Parties shall obtain the prior approval of a majority of the Company’s Independent Directors prior to acquiring Common Stock of the Company through a tender offer that results in members of the Dolan Family Group beneficially owning more than 50% of the total number of outstanding shares of Common Stock of the Company. For purposes of this Standstill Agreement, the term “Independent Directors” means the directors of the Company who have been determined by the Company’s Board of Directors to be independent directors for purposes of the NASDAQ corporate governance standards.
          2. Transfers and Related Matters.
     (a) Transfers. Each Dolan Family Party agrees that if at any time or from time to time prior to the first anniversary of the Distribution Date it desires to sell, transfer or otherwise dispose of, directly or indirectly (including any transfer of equity or beneficial interests in an entity that is a Dolan Family Party or any other entity to which shares of Class B Common Stock may have been transferred, directly or indirectly) (a “Transfer”), any or all of its shares of Class B Common Stock to any Dolan Person (as defined below) who is not a Dolan Family Party, such Dolan Family Party shall, prior to the consummation of such Transfer, cause the transferee to execute a joinder agreement in the form attached hereto as Exhibit A (a “Joinder”), pursuant to which such transferee shall agree to be bound by the

2


 

provisions of this Standstill Agreement as a Dolan Family Party. In addition, if prior to the first anniversary of the Distribution Date, any person becomes a member of the Dolan Family Group, the Dolan Family Parties shall cause such person to execute a Joinder. “Dolan Person” means any individual who is a member of the “immediate family” (as defined in Rule 16a-1(e) under the Securities Exchange Act of 1934, as amended) of a Dolan Family Party; an entity that controls, is controlled by, or is under common control with, a Dolan Family Party; or a trust or estate in which a Dolan Family Party has an interest (including as a trustee or beneficiary).
     (b) Legends. The Company may, at its election, require that any certificate representing shares of Class B Common Stock that are covered by this Standstill Agreement and that are issued prior to the first anniversary of the Distribution Date shall have endorsed thereon a legend which shall read substantially as follows:
“The shares represented by this certificate are held subject to the terms of a certain Standstill Agreement, dated [month] [day], 2011, by and among AMC Networks Inc. and the Dolan Family Group, as amended from time to time, a copy of which is on file with the Secretary of AMC Networks Inc., and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Standstill Agreement.”
Following the first anniversary of the Distribution Date, any stockholder may require the Company to remove the foregoing legend from any of such stockholder’s share certificates promptly after the surrender of any such certificate for such purpose.
          3. Miscellaneous.

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     (a) Specific Performance. The Company and each Dolan Family Party acknowledge that it will be impossible to measure in money the damage to a party hereto if another party fails to comply with any of the obligations imposed by this Standstill Agreement, that every such obligation herein is material and that, in the event of any such failure, the non-breaching party will not have an adequate remedy at law or in damages. Accordingly, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against it without bond or other security, to compel performance by such party of all the terms hereof, and waives any defenses of (i) failure of consideration, (ii) breach of any other provision of this Agreement and (iii) availability of relief in damages.
     (b) Amendments. This Standstill Agreement may not be amended, modified or altered except by a writing duly signed by the party against which such amendment or modification is sought to be enforced and with the consent of a majority of the Independent Directors.
     (c) Successors and Assigns. This Standstill Agreement shall be binding upon and inure to the benefit of the Company, the Dolan Family Parties and the respective successors and permitted assigns of the Company and the Dolan Family Parties. This Standstill Agreement may not be assigned by either the Company or a Dolan Family Party without the prior written consent of the other party hereto. The Company shall assign its rights and obligations hereunder (and no consent thereto shall be required under this Section 3(c)) to any entity that succeeds to all or substantially all of its assets, by merger or otherwise, including to any holding company that may be formed to be the parent of the

4


 

Company, if such entity becomes the issuer of the securities then owned by the Dolan Family Parties.
     (d) Termination. This Agreement shall terminate on the first anniversary of the date hereof, but a termination shall not affect any rights accrued prior to such termination.
     (e) Counterparts. This Standstill Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
     (f) Headings. The headings in this Standstill Agreement are for reference purposes only and shall not constitute a part hereof.
     (g) Construction. This Standstill Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving any effect to principles of conflicts of laws.
     (h) Notices. All notices hereunder shall be in writing and shall be deemed to have been given at the time when mailed by certified mail, addressed to the address below stated of the party to which notice is given, or to such changed address as such party may have fixed by notice:
To the Company:
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Attn: General Counsel

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To a Dolan Family Party:
c/o Brian G. Sweeney
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714
With copies to (which shall not constitute notice):
Dolan Family Office LLC
340 Crossways Park Drive
Woodbury, New